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 811-06110
Western Asset Funds, Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue,
49th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-877-721-1926
Date of fiscal year end: December 31
Date of reporting period: December 31, 2013
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
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| Annual Report | | December 31, 2013 |
WESTERN ASSET
TOTAL RETURN
UNCONSTRAINED FUND
|
| INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
Fund objective
The Fund seeks to maximize long-term total return.
Letter from the president
Dear Shareholder,
We are pleased to provide the annual report of Western Asset Total Return Unconstrained Fund for the twelve-month reporting period ended December 31, 2013. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.
Special shareholder notice
Effective September 11, 2013, the individuals responsible for day-to-day portfolio management, development of investment strategy, oversight and coordination of the Fund are Stephen A. Walsh, Michael C. Buchanan, Keith J. Gardner, S. Kenneth Leech, Dennis J. McNamara, Christopher Orndorff and Mark S. Lindbloom. Messrs. Walsh, Buchanan and Gardner have been part of the portfolio management team for the Fund since its inception in 2006. Messrs. Leech, McNamara and Orndorff have been part of the portfolio management team for the Fund since September 2012. Mr. Lindbloom has been part of the portfolio management team for the Fund since September 2013. Messrs. Walsh, Buchanan, Gardner, Leech, McNamara and Lindbloom each have been employed by Western Asset Management Company (“Western Asset”), the Fund’s subadviser, as an investment professional for at least the past five years. Mr. Orndorff has been employed by Western Asset as an investment professional since 2010. Prior to joining Western Asset, Mr. Orndorff was Managing Principal and Executive Committee Member at Payden & Rygel for over 19 years. These investment professionals work together with a broader investment management team on portfolio structure, duration weighting and term structure decisions. It is anticipated that Mr. Walsh will step down as a member of the Fund’s portfolio management team effective on or about March 31, 2014.
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
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| II | | Western Asset Total Return Unconstrained Fund |
this is through our website, www.leggmason.com/individualinvestors. Here you can gain immediate access to market and investment information, including:
| Ÿ | | Fund prices and performance, |
| Ÿ | | Market insights and commentaries from our portfolio managers, and |
| Ÿ | | A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,
Kenneth D. Fuller
President and Chief Executive Officer
January 31, 2014
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| Western Asset Total Return Unconstrained Fund | | III |
Investment commentary
Economic review
The U.S. economy continued to grow over the twelve months ended December 31, 2013 (the “reporting period”). Looking back, U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 1.1% during the first quarter of 2013. The economic expansion then accelerated, as GDP growth was 2.5% during the second quarter. This was partially due to increases in exports and non-residential fixed investments, along with a smaller decline in federal government spending versus the previous quarter. The economy gained further momentum during the third quarter, with GDP growth of 4.1%, its best reading since the fourth quarter of 2011. Stronger growth was driven, in part, by an increase in private inventory investment, a deceleration in imports and accelerating state and local government spending. The U.S. Department of Commerce’s initial reading for fourth quarter 2013 GDP growth, released after the reporting period ended, was 3.2%. Slower growth was due to several factors, including a deceleration in private inventory investment, declining federal government spending and less residential fixed investments.
The U.S. job market improved during the reporting period, although unemployment remained elevated from a historical perspective. When the period began, unemployment, as reported by the U.S. Department of Labor, was 7.9%. Unemployment fell to 7.7% in February 2013 and generally edged lower over the remainder of the period, falling to 6.7% in December. This represented the lowest level since October 2008. However, falling unemployment during the period was partially due to a decline in the workforce participation rate, which was 62.8% in December, its lowest level since 1978. In addition, the number of longer-term unemployed continues to be high, as roughly 37.7% of the 10.4 million Americans looking for work in December 2013 had been out of work for more than six months.
While sales of existing-homes declined at times throughout the reporting period given rising mortgage rates, they moved higher at the end of the year. According to the National Association of Realtors (“NAR”), existing-home sales rose 1.0% on a seasonally adjusted basis in December 2013 versus the previous month, although they were 0.6% lower than in December 2012. However, existing homes sales in 2013 were 9.1% higher than the previous year and 2013’s sales were the strongest since 2006. In addition, the NAR reported that the median existing-home price for all housing types was $198,100 in December 2013, up 9.9% from December 2012. The inventory of homes available for sale in December 2013 was 11% lower than the previous month at a 4.6 month supply at the current sales pace but 1.6% higher than in December 2012.
The manufacturing sector expanded during the majority of the reporting period, although it experienced a temporary soft patch. Based on the Institute for Supply Management’s Purchasing Managers’ Index (“PMI”)ii, manufacturing expanded during the first four months of the reporting period. It then contracted in May 2013, with a PMI of 49.0 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). This represented the PMI’s lowest reading since June 2009. However, the contraction was a short-term setback, as the PMI rose over the next seven months and peaked at 57.3 in November,
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| IV | | Western Asset Total Return Unconstrained Fund |
the best reading since April 2011. The PMI then moderated somewhat in December 2013, edging back to a still strong 57.0.
Growth outside the U.S. generally improved in developed countries. In its January 2014 World Economic Outlook Update, released after the reporting period ended, the International Monetary Fund (“IMF”) stated that “Global activity strengthened during the second half of 2013… activity is expected to improve further in 2014–15, largely on account of recovery in the advanced economies.” From a regional perspective, the IMF anticipates 2014 growth will be 1.0% in the Eurozone, versus -0.4% in 2013. After moderating somewhat in 2013, the IMF projects that overall growth in emerging market countries will improve in 2014, with growth of 5.1% versus 4.7% in 2013. For example, GDP growth in India is projected to move from 4.4% in 2013 to 5.4% in 2014. However, the IMF now projects that growth in China will dip from 7.7% in 2013 to 7.5% in 2014.
The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. At its meeting in December 2012, the Fed announced that it would continue purchasing $40 billion per month of agency mortgage-backed securities (“MBS”), as well as initially purchasing $45 billion per month of longer-term Treasuries. At its meeting that ended on June 19, 2013, the Fed did not make any material changes to its official policy statement. However, in a press conference following the meeting, Fed Chairman Bernanke said “…the Committee currently anticipates that it would be appropriate to moderate the monthly pace of purchases later this year.” In a surprise to many investors, at its meeting that ended on September 18, 2013, the Fed did not taper its asset purchase program and said that it “…decided to await more evidence that progress will be sustained before adjusting the pace of its purchases.” At its meeting that concluded on December 18, 2013, the Fed announced that it would begin reducing its monthly asset purchases, saying “Beginning in January 2014, the Committee will add to its holdings of agency mortgage-backed securities at a pace of $35 billion per month rather than $40 billion per month, and will add to its holdings of longer-term Treasury securities at a pace of $40 billion per month rather than $45 billion per month.” At the Fed’s meeting that concluded on January 29, 2014, after the reporting period ended, it announced that in February 2014 it would further taper its asset purchases, to a total of $65 billion a month ($30 billion per month of agency mortgage-backed securities and $35 billion per month of longer-term Treasury securities).
Given the economic challenges in the Eurozone, the European Central Bank (“ECB”)v took a number of actions to stimulate growth. In May 2013, the ECB cut rates from 0.75% to 0.50%. The ECB then lowered the rates to a new record low of 0.25% in November 2013. In other developed countries, the Bank of England kept rates on hold at 0.50% during the reporting period, as did Japan at a range of zero to 0.10%, its lowest level since 2006. In January 2013, the Bank of Japan announced that it would raise its target for annual inflation from 1% to 2%, and the Japanese government introduced a ¥10.3 trillion ($116 billion) stimulus package to support its economy.
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| Western Asset Total Return Unconstrained Fund | | V |
Investment commentary (cont’d)
Elsewhere, the People’s Bank of China kept rates on hold at 6.0%.
As always, thank you for your confidence in our stewardship of your assets.
Sincerely,
Kenneth D. Fuller
President and Chief Executive Officer
January 31, 2014
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.
| i | Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time. |
| ii | The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector. |
| iii | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments. |
| iv | The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day. |
| v | The European Central Bank (“ECB”) is responsible for the monetary system of the European Union and the euro currency. |
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| VI | | Western Asset Total Return Unconstrained Fund |
Fund overview
Q. What is the Fund’s investment strategy?
A. The Fund’s investment objective is to maximize long-term total return. The Fund has a flexible investment strategy and will invest in a variety of securities and instruments and use a variety of investment techniques in pursuing its objective. Under normal market conditions, the Fund will invest at least 50% of its net assets in debt and fixed-income securities rated at least in the Baa or BBB categories (“investment grade”) at the time of purchase by one or more nationally recognized statistical rating organizations or, if unrated, securities that we deem to be of comparable quality. The Fund may invest in lower-rated, higher-yielding securities and U.S. dollar- and non-U.S. dollar denominated instruments of governments and corporations. The Fund may also enter into various derivative transactions for both hedging and non-hedging purposes, including for purposes of enhancing returns. These derivative transactions include, but are not limited to, bond and interest rate futures, options on bonds, options on bond and interest rate futures, swaps, foreign currency futures, forwards and options, options on swaps, options on forwards and commodity and commodity index futures, options, swaps and structured notes.
In particular, the Fund may use interest rate swaps, credit default swaps (on individual securities and/or baskets of securities), options (including options on credit default swaps), futures contracts and/or mortgage-backed securities to a significant extent, although the amounts invested in these instruments may change from time to time. Other instruments may also be used to a significant extent from time to time.
We use fundamental investment techniques to select issues. In deciding among the securities and instruments in which the Fund may invest, we may take into account the credit quality, country of issue, interest rate, liquidity, maturity and yield of a security or instrument as well as other factors, including the Fund’s dollar-weighted average effective durationi and prevailing or anticipated market conditions. Although the Fund may invest in securities of any maturity, the Fund will normally maintain a dollar-weighted average effective duration, including futures positions, as estimated by Western Asset Management Company (“Western Asset”), the Fund’s subadviser, within the range of -5 to ten years. Although the Fund may invest in securities of any credit quality, including securities that are in default, under normal market conditions, it is expected that the Fund will maintain a dollar-weighted average credit quality of portfolio holdings of
at least the Baa/BBB categories or their equivalent.
At Western Asset, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization.
Q. What were the overall market conditions during the Fund’s reporting period?
A. The spread sectors (non-Treasuries) experienced several periods of heightened risk aversion but largely outperformed
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 1 |
Fund overview (cont’d)
equal-durationii Treasuries over the twelve months ended December 31, 2013. However, most spread sectors posted negative absolute returns during the reporting period. Risk aversion was prevalent at times given mixed economic data, geopolitical issues, signs of shifting monetary policy by the Federal Reserve Board (“Fed”)iii and the U.S government’s sixteen-day partial shutdown which ended on October 16, 2013.
Both short- and long-term Treasury yields moved higher during the twelve months ended December 31, 2013. Two-year Treasury yields rose from 0.25% at the beginning of the period to 0.38% at the end of the period. Their peak of 0.52% occurred on September 5, 2013 and they were as low as 0.20% in late April and early May 2013. Ten-year Treasury yields were 1.78% at the beginning of the period and reached a low of 1.66% in early May 2013. Their peak of 3.04% occurred on December 31, 2013, as fixed-income investors reacted negatively to the Fed’s announcement that it would start tapering its asset purchase program. This was the highest level for the ten-year Treasury since July 2011. All told, the Barclays U.S. Aggregate Indexiv returned -2.02% for the twelve months ended December 31, 2013, its first calendar year decline since 1999.
Inflation was generally well contained during the reporting period. For the twelve months ended December 31, 2013, the seasonally unadjusted rate of inflation, as measured by the Consumer Price Index for All Urban Consumers (“CPI-U”)v, was 1.5%. The CPI-U less food and energy was 1.7% over the same time frame. Given benign inflation and sharply rising interest rates, U.S. Treasury Inflation Protected Securities (“TIPS”)vi generated very weak results. During the twelve months ended December 31, 2013, the Barclays U.S. TIPS Indexvii returned -8.61%.
Q. How did we respond to these changing market conditions?
A. A number of adjustments were made to the Fund during the reporting period. We reduced the Fund’s allocation to cash. In contrast, we increased our allocations to agency mortgage-backed securities (“MBS”) and non-agency MBS, investment grade corporate bonds, as well as the Fund’s non-U.S. dollar exposure. Elsewhere, we increased the Fund’s duration.
During the reporting period, interest rate and Treasury options and futures were used to manage the Fund’s duration and yield curveviii exposure. They contributed to performance. Credit default swaps were used to manage our credit exposure. The use of these instruments detracted from results. Foreign exchange options and forwards, which were used to manage the Fund’s currency exposures, were a positive for performance.
Performance review
For the twelve months ended December 31, 2013, Class I shares of Western Asset Total Return Unconstrained Fund returned 1.18%. The Fund’s unmanaged benchmarks, the Barclays U.S. Aggregate Index and the BofA Merrill Lynch Constant Maturity 3-Month LIBOR Indexix, returned -2.02% and 0.28%, respectively, for the same period. The Lipper Alternative Credit Focus Funds Category Average1 returned 0.85% over the same time frame.
| 1 | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 134 funds in the Fund’s Lipper category, excluding sales charges. |
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| 2 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
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Performance Snapshot as of December 31, 2013
(unaudited) | |
| (excluding sales charges) | | 6 months | | | 12 months | |
Western Asset Total Return
Unconstrained Fund: | |
Class A | | | 0.88 | % | | | 0.87 | % |
Class C | | | 0.46 | % | | | 0.05 | % |
Class FI | | | 0.89 | % | | | 0.91 | % |
Class R | | | 0.70 | % | | | 0.54 | % |
Class I | | | 1.03 | % | | | 1.18 | % |
Class IS | | | 1.05 | % | | | 1.22 | % |
| Barclays U.S. Aggregate Index | | | 0.43 | % | | | -2.02 | % |
| BofA Merrill Lynch Constant Maturity 3-Month LIBOR Index | | | 0.14 | % | | | 0.28 | % |
| Lipper Alternative Credit Focus Funds Category Average1 | | | 1.37 | % | | | 0.85 | % |
The performance shown represents past performance. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above. Principal value, investment returns and yields will fluctuate and investors’ shares, when redeemed, may be worth more or less than their original cost. To obtain performance data current to the most recent month-end, please visit our website at www.leggmason.com/individualinvestors.
All share class returns assume the reinvestment of all distributions, at net asset value and the deduction of all Fund expenses. Returns have not been adjusted to include sales charges that may apply or the deduction of taxes that a shareholder would pay on Fund distributions. If sales charges were reflected, the performance quoted would be lower. Performance figures for periods shorter than one year represent cumulative figures and are not annualized. Fund performance figures reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.
The 30-Day SEC Yields for the period ended December 31, 2013 for Class A, Class C, Class FI, Class R, Class I and Class IS shares were 1.54%, 0.80%, 1.66%, 1.30%, 1.91% and 1.97%, respectively. Absent fee waivers and/or expense reimbursements, the 30-Day SEC Yields for Class C, Class FI, Class R and Class I shares would have been 0.69%, 1.61%, 0.30% and 1.88%, respectively. The 30-Day SEC Yield is subject to change and is based on the yield to maturity of the Fund’s investments over a 30-day period and not on the dividends paid by the Fund, which may differ.
|
| Total Annual Operating Expenses (unaudited) |
As of the Fund’s current prospectus dated May 1, 2013, the gross total annual operating expense ratios for Class A, Class C, Class FI, Class R, Class I and Class IS shares were 1.19%, 2.10%, 1.20%, 1.58%, 0.90% and 0.85%, respectively.
Actual expenses may be higher. For example, expenses may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile.
As a result of expense limitation arrangements, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets is not expected to exceed 1.25% for Class A shares, 2.00% for Class C shares, 1.20% for Class FI shares, 1.50% for Class R shares, 0.95% for Class I shares and 0.85% for Class IS shares. These expense limitation
| 1 | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the period ended December 31, 2013, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 142 funds for the six-month period and among the 134 funds for the twelve-month period in the Fund’s Lipper category, excluding sales charges. |
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 3 |
Fund overview (cont’d)
arrangements cannot be terminated prior to December 31, 2015 without the Board of
Directors’ consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses) so that total annual operating expenses are not expected to exceed 1.15%, 0.90% and 0.85% for Class FI, Class I and Class IS shares, respectively, These arrangements are expected to continue until April 30, 2014 but may be terminated at any time by the manager.
The manager is permitted to recapture amounts waived or reimbursed to a class within two years after the fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the expense limitation (“expense cap”) in effect at the time the fees were earned or the expenses incurred. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual operating expenses exceeding the expense cap or any other lower limit then in effect.
Q. What were the leading contributors to performance?
A. The largest contributor to the Fund’s absolute performance during the reporting period was our allocation to non-agency MBS. This was beneficial as they were supported by attractive yields, continued principal paydowns and signs of improvement in the housing market.
Allocations to investment grade and high-yield corporate bonds, as well as bank loans, contributed to the Fund’s absolute performance. Individual investment grade bonds that performed well were Verizon Communications, Citigroup, Inc. and Bank of America. High-yield bond contributors included CSC Holdings, Ally Bank and Samson Investment Company.
Elsewhere, the Fund’s allocations to asset-backed securities and its non-U.S. dollar exposure were additive to the Fund’s absolute performance.
Q. What were the leading detractors from performance?
A. The largest detractor from the Fund’s absolute performance for the period was its allocation to agency MBS. They performed poorly as the Fed announced its intention to start tapering the purchases on these securities beginning in January 2014.
Also hurting results was the Fund’s allocation to TIPS. They performed poorly given rising rates, benign inflation and weak demand. Elsewhere, the Fund’s allocation to emerging market debt was a modest drag on performance. The asset class was challenged given moderating growth in many developing countries, generally falling commodity prices and rising U.S. Treasury yields.
Thank you for your investment in Western Asset Total Return Unconstrained Fund. 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
January 24, 2014
RISKS: Fixed-income securities involve interest rate, credit, inflation and reinvestment risks. As interest rates rise, the value of fixed-
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| 4 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
income securities falls. High-yield securities include greater price volatility, illiquidity and possibility of default. International investments are subject to special risks including currency fluctuations and social, economic and political uncertainties, which could increase volatility. These risks are magnified in emerging markets. The use of leverage may increase volatility and possibility of loss. Potential active and frequent trading may result in higher transaction costs and increased investor liability. Asset-backed, mortgage-backed or mortgage-related securities are subject to prepayment and extension risks. Derivatives, such as options, futures and swaps, can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Please see the Fund’s prospectus for a more complete discussion of these and other risks, and the Fund’s investment strategies.
Portfolio holdings and breakdowns are as of December 31, 2013 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 14 through 35 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. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2013 were: Corporate Bonds & Notes (31.0%), U.S. Government & Agency Obligations (12.6%), Collateralized Mortgage Obligations (8.4%), Asset-Backed Securities (7.0%) and Mortgage-Backed Securities (6.4%). The Fund’s portfolio composition is subject to change at any time.
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 5 |
Fund overview (cont’d)
| i | Effective duration measures the expected sensitivity of market price to changes in interest rates, taking into account the effects of structural complexities. (For example, some bonds can be prepaid by the issuer.) |
| ii | Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows. |
| iii | The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
| iv | The Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
| v | The Consumer Price Index for All Urban Consumers (“CPI-U”) is a measure of the average change in prices over time of goods and services purchased by households, which covers approximately 87% of the total population and includes, in addition to wage earners and clerical worker households, groups such as professional, managerial and technical workers, the self-employed, short-term workers, the unemployed and retirees and others not in the labor force. |
| vi | U.S. Treasury Inflation Protected Securities (“TIPS”) are inflation-indexed securities issued by the U.S. Treasury in five-year, ten-year and twenty-year maturities. The principal is adjusted to the Consumer Price Index, the commonly used measure of inflation. The coupon rate is constant, but generates a different amount of interest when multiplied by the inflation-adjusted principal. |
| vii | The Barclays U.S. TIPS Index represents an unmanaged market index made up of U.S. Treasury Inflation-Linked Index securities. |
| viii | The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities. |
| ix | The BofA Merrill Lynch Constant Maturity 3-Month LIBOR Index is based on the assumed purchase of a synthetic instrument having three months to maturity and with a coupon equal to the closing quote for three-month LIBOR. That issue is sold the following day (priced at a yield equal to the current day closing three-month LIBOR rate) and is rolled into a new three-month instrument. The Index, therefore, will always have a constant maturity equal to exactly three months. |
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| 6 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
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 December 31, 2013 and December 31, 2012 and does not include derivatives, such as forward foreign currency contracts, futures contracts, written options and swaps contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
| ‡ | Represents less than 0.1%. |
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 7 |
Fund expenses (unaudited)
Example
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including front-end and back-end sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; service and/or distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
This example is based on an investment of $1,000 invested on July 1, 2013 and held for the six months ended December 31, 2013.
Actual expenses
The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period”.
Hypothetical example for comparison purposes
The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Based on actual total return1 | | | | | Based on hypothetical total return1 | |
| | | Actual
Total Return
Without
Sales
Charge2 | | | Beginning
Account
Value | | | Ending
Account
Value | | | Annualized
Expense
Ratio | | | Expenses
Paid
During
the
Period3 | | | | | | | Hypothetical
Annualized
Total Return | | | Beginning
Account
Value | | | Ending
Account
Value | | | Annualized
Expense
Ratio | | | Expenses
Paid
During
the
Period3 | |
| Class A | | | 0.88 | % | | $ | 1,000.00 | | | $ | 1,008.80 | | | | 1.16 | % | | $ | 5.87 | | | | | Class A | | | 5.00 | % | | $ | 1,000.00 | | | $ | 1,019.36 | | | | 1.16 | % | | $ | 5.90 | |
| Class C | | | 0.46 | | | | 1,000.00 | | | | 1,004.60 | | | | 1.99 | | | | 10.05 | | | | | Class C | | | 5.00 | | | | 1,000.00 | | | | 1,015.17 | | | | 1.99 | | | | 10.11 | |
| Class FI | | | 0.89 | | | | 1,000.00 | | | | 1,008.90 | | | | 1.15 | | | | 5.82 | | | | | Class FI | | | 5.00 | | | | 1,000.00 | | | | 1,019.41 | | | | 1.15 | | | | 5.85 | |
| Class R | | | 0.70 | | | | 1,000.00 | | | | 1,007.00 | | | | 1.49 | | | | 7.54 | | | | | Class R | | | 5.00 | | | | 1,000.00 | | | | 1,017.69 | | | | 1.49 | | | | 7.58 | |
| Class I | | | 1.03 | | | | 1,000.00 | | | | 1,010.30 | | | | 0.88 | | | | 4.46 | | | | | Class I | | | 5.00 | | | | 1,000.00 | | | | 1,020.77 | | | | 0.88 | | | | 4.48 | |
| Class IS | | | 1.05 | | | | 1,000.00 | | | | 1,010.50 | | | | 0.83 | | | | 4.21 | | | | | Class IS | | | 5.00 | | | | 1,000.00 | | | | 1,021.02 | | | | 0.83 | | | | 4.23 | |
| | |
| 8 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| 1 | For the six months ended December 31, 2013. |
| 2 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. Total return is not annualized, as it may not be representative of the total return for the year. Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
| 3 | Expenses (net of compensating balance arrangements, fee waivers and/or expense reimbursements) are equal to each class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (184), then divided by 365. |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 9 |
Fund performance (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| Average annual total returns | |
| Without sales charges1 | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
| Twelve Months Ended 12/31/13 | | | 0.87 | % | | | 0.05 | % | | | 0.91 | % | | | 0.54 | % | | | 1.18 | % | | | 1.22 | % |
| Five Years Ended 12/31/13 | | | N/A | | | | N/A | | | | 9.52 | | | | N/A | | | | 9.79 | | | | 9.79 | |
| Inception* through 12/31/13 | | | 2.98 | | | | 2.15 | | | | 4.89 | | | | 2.65 | | | | 5.36 | | | | 6.54 | |
| | | | | | |
| With sales charges2 | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
| Twelve Months Ended 12/31/13 | | | -3.39 | % | | | -0.94 | % | | | 0.91 | % | | | 0.54 | % | | | 1.18 | % | | | 1.22 | % |
| Five Years Ended 12/31/13 | | | N/A | | | | N/A | | | | 9.52 | | | | N/A | | | | 9.79 | | | | 9.79 | |
| Inception* through 12/31/13 | | | 0.33 | | | | 2.15 | | | | 4.89 | | | | 2.65 | | | | 5.36 | | | | 6.54 | |
| | | | |
| Cumulative total returns | |
| Without sales charges1 | | | |
| Class A (Inception date of 4/30/12 through 12/31/13) | | | 5.03 | % |
| Class C (Inception date of 4/30/12 through 12/31/13) | | | 3.63 | |
| Class FI (Inception date of 9/6/06 through 12/31/13) | | | 41.86 | |
| Class R (Inception date of 4/30/12 through 12/31/13) | | | 4.47 | |
| Class I (Inception date of 7/6/06 through 12/31/13) | | | 47.85 | |
| Class IS (Inception date of 8/4/08 through 12/31/13) | | | 40.88 | |
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 and does not reflect the deduction of the applicable sales charge with respect to Class A shares or the applicable contingent deferred sales charge (“CDSC”) with respect to Class C shares. |
| 2 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. In addition, Class A shares reflect the deduction of the maximum initial sales charge of 4.25%. Class C shares reflect the deduction of a 1.00% CDSC, which applies if shares are redeemed within one year from purchase payment. |
| * | Inception dates for Class A, C, FI, R, I and IS shares are April 30, 2012, April 30, 2012, September 6, 2006, April 30, 2012, July 6, 2006 and August 4, 2008, respectively. |
| | |
| 10 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Historical performance
Value of $1,000,000 invested in
Class I Shares of Western Asset Total Return Unconstrained Fund vs. Barclays U.S. Aggregate Index and BofA Merrill Lynch Constant Maturity 3-Month LIBOR Index† — July 6, 2006 - December 2013
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.
| † | Hypothetical illustration of $1,000,000 invested in Class I shares of Western Asset Total Return Unconstrained Fund on July 6, 2006 (commencement of operations), assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value through December 31, 2013. The hypothetical illustration also assumes a $1,000,000 investment in the Barclays U.S. Aggregate Index and the BofA Merrill Lynch Constant Maturity 3-Month LIBOR Index. The Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. The BofA Merrill Lynch Constant Maturity 3-Month LIBOR Index is based on the assumed purchase of a synthetic instrument having three months to maturity and with a coupon equal to the closing quote for three-month LIBOR. That issue is sold the following day (priced at a yield equal to the current day closing three-month LIBOR rate) and is rolled into a new three-month instrument. The Index, therefore, will always have a constant maturity equal to exactly three months. The Indices are unmanaged and are not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. The performance of the Fund’s other classes may be greater or less than the performance of Class I shares indicated on this chart, depending on whether greater or lesser sales charges and fees were incurred by shareholders investing in the other classes. |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 11 |
Spread duration (unaudited)
Economic exposure — December 31, 2013
Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.
| | |
| ABS | | — Asset-Backed Securities |
| Benchmark | | — Barclays U.S. Aggregate Index |
| EM | | — Emerging Markets |
| HY | | — High Yield |
| IG Credit | | — Investment Grade Credit |
| MBS | | — Mortgage-Backed Securities |
| WA Total Return | | — Western Asset Total Return Unconstrained Fund |
| | |
| 12 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Effective duration (unaudited)
Interest rate exposure — December 31, 2013
Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.
| | |
| ABS | | — Asset-Backed Securities |
| Benchmark | | — Barclays U.S. Aggregate Index |
| EM | | — Emerging Markets |
| HY | | — High Yield |
| IG Credit | | — Investment Grade Credit |
| MBS | | — Mortgage-Backed Securities |
| WA Total Return | | — Western Asset Total Return Unconstrained Fund |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 13 |
Schedule of investments
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Corporate Bonds & Notes — 31.0% | | | | | | | | | | | | | | | | |
| Consumer Discretionary — 4.0% | | | | | | | | | | | | | | | | |
Auto Components — 0.1% | | | | | | | | | | | | | | | | |
Continental Rubber of America Corp., Senior Secured Notes | | | 4.500 | % | | | 9/15/19 | | | | 1,000,000 | | | $ | 1,059,800 | (a) |
Automobiles — 1.3% | | | | | | | | | | | | | | | | |
Chrysler Group LLC/CG Co.-Issuer Inc., Secured Notes | | | 8.250 | % | | | 6/15/21 | | | | 220,000 | | | | 250,250 | |
Daimler Finance NA LLC, Senior Notes | | | 1.300 | % | | | 7/31/15 | | | | 790,000 | | | | 794,635 | (a) |
Daimler Finance NA LLC, Senior Notes | | | 1.875 | % | | | 1/11/18 | | | | 1,000,000 | | | | 985,042 | (a) |
Ford Motor Co., Senior Notes | | | 4.750 | % | | | 1/15/43 | | | | 660,000 | | | | 595,237 | |
Ford Motor Credit Co., LLC, Senior Notes | | | 7.000 | % | | | 4/15/15 | | | | 240,000 | | | | 258,328 | |
Ford Motor Credit Co., LLC, Senior Notes | | | 12.000 | % | | | 5/15/15 | | | | 1,610,000 | | | | 1,847,733 | |
Ford Motor Credit Co., LLC, Senior Notes | | | 8.125 | % | | | 1/15/20 | | | | 2,090,000 | | | | 2,613,440 | |
General Motors Co., Senior Notes | | | 3.500 | % | | | 10/2/18 | | | | 1,650,000 | | | | 1,687,125 | (a) |
Hyundai Capital America, Senior Notes | | | 2.125 | % | | | 10/2/17 | | | | 170,000 | | | | 168,838 | (a) |
Total Automobiles | | | | | | | | | | | | | | | 9,200,628 | |
Hotels, Restaurants & Leisure — 0.3% | | | | | | | | | | | | | | | | |
Landry’s Inc., Senior Notes | | | 9.375 | % | | | 5/1/20 | | | | 2,000,000 | | | | 2,180,000 | (a) |
MGM Resorts International, Senior Notes | | | 6.625 | % | | | 7/15/15 | | | | 140,000 | | | | 150,150 | |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 2,330,150 | |
Household Durables — 0.3% | | | | | | | | | | | | | | | | |
NVR Inc., Senior Notes | | | 3.950 | % | | | 9/15/22 | | | | 40,000 | | | | 37,805 | |
Shea Homes LP/Shea Homes Funding Corp., Senior Secured Notes | | | 8.625 | % | | | 5/15/19 | | | | 2,000,000 | | | | 2,215,000 | |
Total Household Durables | | | | | | | | | | | | | | | 2,252,805 | |
Media — 1.8% | | | | | | | | | | | | | | | | |
21st Century Fox America Inc., Senior Notes | | | 6.650 | % | | | 11/15/37 | | | | 50,000 | | | | 58,363 | |
CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes | | | 8.125 | % | | | 4/30/20 | | | | 420,000 | | | | 455,700 | |
CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes | | | 6.625 | % | | | 1/31/22 | | | | 1,000,000 | | | | 1,030,000 | |
Comcast Cable Communications LLC, Notes | | | 8.875 | % | | | 5/1/17 | | | | 70,000 | | | | 85,960 | |
Comcast Corp., Senior Notes | | | 6.300 | % | | | 11/15/17 | | | | 1,000,000 | | | | 1,164,636 | |
Comcast Corp., Senior Notes | | | 5.700 | % | | | 5/15/18 | | | | 950,000 | | | | 1,090,841 | |
CSC Holdings LLC, Senior Notes | | | 6.750 | % | | | 11/15/21 | | | | 1,200,000 | | | | 1,293,000 | |
DISH DBS Corp., Senior Notes | | | 7.875 | % | | | 9/1/19 | | | | 1,050,000 | | | | 1,202,250 | |
DISH DBS Corp., Senior Notes | | | 6.750 | % | | | 6/1/21 | | | | 1,050,000 | | | | 1,113,000 | |
Time Warner Cable Inc., Senior Notes | | | 4.000 | % | | | 9/1/21 | | | | 1,830,000 | | | | 1,699,618 | |
Time Warner Cable Inc., Senior Notes | | | 5.500 | % | | | 9/1/41 | | | | 70,000 | | | | 58,003 | |
UBM PLC, Notes | | | 5.750 | % | | | 11/3/20 | | | | 920,000 | | | | 956,446 | (a) |
Univision Communications Inc., Senior Secured Notes | | | 6.875 | % | | | 5/15/19 | | | | 1,000,000 | | | | 1,068,750 | (a) |
Univision Communications Inc., Senior Secured Notes | | | 5.125 | % | | | 5/15/23 | | | | 290,000 | | | | 289,637 | (a) |
See Notes to Financial Statements.
| | |
| 14 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Media — continued | | | | | | | | | | | | | | | | |
Viacom Inc., Senior Notes | | | 5.850 | % | | | 9/1/43 | | | | 1,220,000 | | | $ | 1,282,491 | |
Virgin Media Secured Finance PLC, Senior Secured Notes | | | 6.500 | % | | | 1/15/18 | | | | 680,000 | | | | 704,650 | |
Total Media | | | | | | | | | | | | | | | 13,553,345 | |
Specialty Retail — 0.2% | | | | | | | | | | | | | | | | |
Spencer Spirit Holdings Inc., Senior Notes | | | 9.000 | % | | | 5/1/18 | | | | 1,300,000 | | | | 1,322,750 | (a)(b) |
Total Consumer Discretionary | | | | | | | | | | | | | | | 29,719,478 | |
| Consumer Staples — 1.8% | | | | | | | | | | | | | | | | |
Beverages — 0.4% | | | | | | | | | | | | | | | | |
Heineken NV, Senior Notes | | | 0.800 | % | | | 10/1/15 | | | | 2,000,000 | | | | 2,000,556 | (a) |
Pernod-Ricard SA, Senior Notes | | | 4.450 | % | | | 1/15/22 | | | | 750,000 | | | | 758,665 | (a) |
Total Beverages | | | | | | | | | | | | | | | 2,759,221 | |
Food & Staples Retailing — 0.6% | | | | | | | | | | | | | | | | |
Cencosud SA, Senior Notes | | | 4.875 | % | | | 1/20/23 | | | | 620,000 | | | | 578,568 | (a) |
CVS Caremark Corp., Senior Notes | | | 2.750 | % | | | 12/1/22 | | | | 600,000 | | | | 553,784 | |
CVS Caremark Corp., Senior Notes | | | 4.000 | % | | | 12/5/23 | | | | 1,070,000 | | | | 1,067,736 | |
CVS Caremark Corp., Senior Notes | | | 5.750 | % | | | 5/15/41 | | | | 520,000 | | | | 567,511 | |
CVS Pass-Through Trust, Secured Notes | | | 5.298 | % | | | 1/11/27 | | | | 23,621 | | | | 25,622 | (a) |
CVS Pass-Through Trust, Secured Notes | | | 5.880 | % | | | 1/10/28 | | | | 36,488 | | | | 39,585 | |
CVS Pass-Through Trust, Secured Notes | | | 6.036 | % | | | 12/10/28 | | | | 75,203 | | | | 82,732 | |
Kroger Co., Senior Notes | | | 3.300 | % | | | 1/15/21 | | | | 1,460,000 | | | | 1,450,377 | |
Kroger Co., Senior Notes | | | 3.400 | % | | | 4/15/22 | | | | 350,000 | | | | 339,492 | |
Total Food & Staples Retailing | | | | | | | | | | | | | | | 4,705,407 | |
Food Products — 0.4% | | | | | | | | | | | | | | | | |
Kraft Foods Group Inc., Senior Notes | | | 5.375 | % | | | 2/10/20 | | | | 730,000 | | | | 823,587 | |
Mondelez International Inc., Senior Notes | | | 5.375 | % | | | 2/10/20 | | | | 1,210,000 | | | | 1,366,562 | |
WM Wrigley Jr. Co., Senior Notes | | | 2.900 | % | | | 10/21/19 | | | | 500,000 | | | | 495,867 | (a) |
WM Wrigley Jr. Co., Senior Notes | | | 3.375 | % | | | 10/21/20 | | | | 180,000 | | | | 177,933 | (a) |
Total Food Products | | | | | | | | | | | | | | | 2,863,949 | |
Tobacco — 0.4% | | | | | | | | | | | | | | | | |
Altria Group Inc., Senior Notes | | | 4.125 | % | | | 9/11/15 | | | | 1,050,000 | | | | 1,108,006 | |
Altria Group Inc., Senior Notes | | | 5.375 | % | | | 1/31/44 | | | | 340,000 | | | | 341,408 | |
Lorillard Tobacco Co., Senior Notes | | | 8.125 | % | | | 6/23/19 | | | | 810,000 | | | | 986,698 | |
Reynolds American Inc., Senior Notes | | | 3.250 | % | | | 11/1/22 | | | | 270,000 | | | | 248,864 | |
Total Tobacco | | | | | | | | | | | | | | | 2,684,976 | |
Total Consumer Staples | | | | | | | | | | | | | | | 13,013,553 | |
| Energy — 4.0% | | | | | | | | | | | | | | | | |
Energy Equipment & Services — 0.4% | | | | | | | | | | | | | | | | |
CGG, Senior Notes | | | 7.750 | % | | | 5/15/17 | | | | 250,000 | | | | 257,500 | |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 15 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Energy Equipment & Services — continued | | | | | | | | | | | | | | | | |
Transocean Inc., Senior Notes | | | 4.950 | % | | | 11/15/15 | | | | 2,200,000 | | | $ | 2,356,728 | |
Transocean Inc., Senior Notes | | | 2.500 | % | | | 10/15/17 | | | | 430,000 | | | | 434,556 | |
Transocean Inc., Senior Notes | | | 6.375 | % | | | 12/15/21 | | | | 200,000 | | | | 224,743 | |
Total Energy Equipment & Services | | | | | | | | | | | | | | | 3,273,527 | |
Oil, Gas & Consumable Fuels — 3.6% | | | | | | | | | | | | | | | | |
Access Midstream Partners LP/ACMP Finance Corp., Senior Notes | | | 5.875 | % | | | 4/15/21 | | | | 120,000 | | | | 127,800 | |
Access Midstream Partners LP/ACMP Finance Corp., Senior Notes | | | 4.875 | % | | | 5/15/23 | | | | 580,000 | | | | 559,700 | |
Anadarko Petroleum Corp., Senior Notes | | | 5.950 | % | | | 9/15/16 | | | | 3,372,000 | | | | 3,756,627 | |
Apache Corp., Senior Notes | | | 1.750 | % | | | 4/15/17 | | | | 1,780,000 | | | | 1,783,601 | |
BP Capital Markets PLC, Senior Notes | | | 3.125 | % | | | 10/1/15 | | | | 650,000 | | | | 679,087 | |
BP Capital Markets PLC, Senior Notes | | | 3.200 | % | | | 3/11/16 | | | | 1,000,000 | | | | 1,050,079 | |
Calumet Specialty Products Partners LP/Calumet Finance Corp., Senior Notes | | | 9.375 | % | | | 5/1/19 | | | | 500,000 | | | | 555,000 | |
Chesapeake Energy Corp., Senior Notes | | | 6.500 | % | | | 8/15/17 | | | | 100,000 | | | | 112,750 | |
Chesapeake Energy Corp., Senior Notes | | | 6.875 | % | | | 11/15/20 | | | | 320,000 | | | | 361,600 | |
Chesapeake Energy Corp., Senior Notes | | | 6.125 | % | | | 2/15/21 | | | | 50,000 | | | | 53,625 | |
Continental Resources Inc., Senior Notes | | | 4.500 | % | | | 4/15/23 | | | | 500,000 | | | | 506,875 | |
Denbury Resources Inc., Senior Subordinated Notes | | | 8.250 | % | | | 2/15/20 | | | | 1,500,000 | | | | 1,651,875 | |
Dolphin Energy Ltd., Senior Secured Bonds | | | 5.500 | % | | | 12/15/21 | | | | 840,000 | | | | 917,700 | (a) |
Ecopetrol SA, Senior Notes | | | 7.625 | % | | | 7/23/19 | | | | 560,000 | | | | 663,600 | |
El Paso Corp., Senior Subordinated Notes | | | 7.000 | % | | | 6/15/17 | | | | 690,000 | | | | 780,140 | |
Halcon Resources Corp., Senior Notes | | | 8.875 | % | | | 5/15/21 | | | | 440,000 | | | | 444,400 | |
Kerr-McGee Corp., Notes | | | 6.950 | % | | | 7/1/24 | | | | 150,000 | | | | 174,249 | |
Kerr-McGee Corp., Notes | | | 7.875 | % | | | 9/15/31 | | | | 700,000 | | | | 875,939 | |
Kinder Morgan Inc., Senior Secured Notes | | | 5.625 | % | | | 11/15/23 | | | | 240,000 | | | | 232,377 | (a) |
LUKOIL International Finance BV, Bonds | | | 6.656 | % | | | 6/7/22 | | | | 590,000 | | | | 645,312 | (a) |
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., Senior Notes | | | 5.500 | % | | | 2/15/23 | | | | 1,000,000 | | | | 1,007,500 | |
Noble Energy Inc., Senior Notes | | | 4.150 | % | | | 12/15/21 | | | | 700,000 | | | | 719,774 | |
Pacific Rubiales Energy Corp., Senior Notes | | | 7.250 | % | | | 12/12/21 | | | | 580,000 | | | | 614,800 | (a) |
Peabody Energy Corp., Senior Notes | | | 6.500 | % | | | 9/15/20 | | | | 1,000,000 | | | | 1,052,500 | |
Petrobras Global Finance BV, Senior Notes | | | 4.375 | % | | | 5/20/23 | | | | 680,000 | | | | 605,807 | |
Petroleos de Venezuela SA, Senior Notes | | | 8.500 | % | | | 11/2/17 | | | | 660,000 | | | | 549,450 | (a) |
Plains Exploration & Production Co., Senior Notes | | | 6.500 | % | | | 11/15/20 | | | | 160,000 | | | | 176,701 | |
PT Pertamina Persero, Notes | | | 5.250 | % | | | 5/23/21 | | | | 400,000 | | | | 385,000 | (a) |
Range Resources Corp., Senior Notes | | | 5.000 | % | | | 8/15/22 | | | | 230,000 | | | | 225,975 | |
Range Resources Corp., Senior Subordinated Notes | | | 8.000 | % | | | 5/15/19 | | | | 360,000 | | | | 383,850 | |
Range Resources Corp., Senior Subordinated Notes | | | 5.750 | % | | | 6/1/21 | | | | 230,000 | | | | 243,800 | |
See Notes to Financial Statements.
| | |
| 16 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Oil, Gas & Consumable Fuels — continued | | | | | | | | | | | | | | | | |
Regency Energy Partners LP/Regency Energy Finance Corp., Senior Notes | | | 6.500 | % | | | 7/15/21 | | | | 570,000 | | | $ | 604,200 | |
Regency Energy Partners LP/Regency Energy Finance Corp., Senior Notes | | | 5.500 | % | | | 4/15/23 | | | | 1,500,000 | | | | 1,462,500 | |
Reliance Holdings USA Inc., Senior Notes | | | 5.400 | % | | | 2/14/22 | | | | 460,000 | | | | 465,217 | (a) |
Samson Investment Co., Senior Notes | | | 10.500 | % | | | 2/15/20 | | | | 1,100,000 | | | | 1,199,000 | (a) |
Transocean Inc., Senior Notes | | | 5.050 | % | | | 12/15/16 | | | | 600,000 | | | | 662,803 | |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 26,291,213 | |
Total Energy | | | | | | | | | | | | | | | 29,564,740 | |
| Financials — 9.3% | | | | | | | | | | | | | | | | |
Capital Markets — 2.6% | | | | | | | | | | | | | | | | |
Goldman Sachs Capital II, Junior Subordinated Bonds | | | 4.000 | % | | | 2/18/14 | | | | 60,000 | | | | 42,180 | (c)(d) |
Goldman Sachs Group Inc., Senior Notes | | | 3.300 | % | | | 5/3/15 | | | | 500,000 | | | | 515,163 | |
Goldman Sachs Group Inc., Senior Notes | | | 3.625 | % | | | 2/7/16 | | | | 4,400,000 | | | | 4,617,712 | |
Goldman Sachs Group Inc., Senior Notes | | | 6.150 | % | | | 4/1/18 | | | | 1,800,000 | | | | 2,064,019 | |
Goldman Sachs Group Inc., Senior Notes | | | 5.750 | % | | | 1/24/22 | | | | 600,000 | | | | 675,413 | |
Goldman Sachs Group Inc., Senior Notes | | | 6.250 | % | | | 2/1/41 | | | | 780,000 | | | | 898,872 | |
Lehman Brothers Holdings Capital Trust VII, Junior Subordinated Notes | | | 5.857 | % | | | 2/18/14 | | | | 100,000 | | | | 0 | (c)(d)(e)(f)(g)(h) |
Lehman Brothers Holdings Inc., Subordinated Notes | | | 6.750 | % | | | 12/28/17 | | | | 2,350,000 | | | | 0 | (e)(f)(g)(h) |
Merrill Lynch & Co. Inc., Subordinated Notes | | | 6.050 | % | | | 5/16/16 | | | | 5,180,000 | | | | 5,699,160 | |
Morgan Stanley, Medium-Term Notes | | | 6.625 | % | | | 4/1/18 | | | | 1,530,000 | | | | 1,790,244 | |
Northern Trust Corp., Subordinated Notes | | | 3.950 | % | | | 10/30/25 | | | | 610,000 | | | | 594,442 | |
State Street Corp., Junior Subordinated Notes | | | 4.956 | % | | | 3/15/18 | | | | 560,000 | | | | 607,544 | |
State Street Corp., Subordinated Notes | | | 3.100 | % | | | 5/15/23 | | | | 350,000 | | | | 325,432 | |
UBS AG Stamford CT, Subordinated Notes | | | 5.875 | % | | | 7/15/16 | | | | 1,000,000 | | | | 1,111,933 | |
Total Capital Markets | | | | | | | | | | | | | | | 18,942,114 | |
Commercial Banks — 3.4% | | | | | | | | | | | | | | | | |
ANZ National International Ltd., Senior Notes | | | 1.850 | % | | | 10/15/15 | | | | 270,000 | | | | 274,123 | (a) |
BBVA US Senior SAU, Senior Notes | | | 4.664 | % | | | 10/9/15 | | | | 1,510,000 | | | | 1,587,430 | |
BNP Paribas SA, Senior Notes | | | 2.375 | % | | | 9/14/17 | | | | 1,280,000 | | | | 1,306,836 | |
BPCE SA, Subordinated Bonds | | | 12.500 | % | | | 9/30/19 | | | | 1,022,000 | | | | 1,333,710 | (a)(c)(d) |
CIT Group Inc., Senior Notes | | | 4.250 | % | | | 8/15/17 | | | | 360,000 | | | | 374,850 | |
CIT Group Inc., Senior Notes | | | 5.000 | % | | | 8/15/22 | | | | 1,000,000 | | | | 975,000 | |
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, Senior Notes | | | 3.375 | % | | | 1/19/17 | | | | 1,000,000 | | | | 1,052,890 | |
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, Subordinated Notes | | | 4.625 | % | | | 12/1/23 | | | | 990,000 | | | | 996,948 | |
Credit Agricole SA, Subordinated Notes | | | 8.375 | % | | | 10/13/19 | | | | 450,000 | | | | 510,750 | (a)(c)(d) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 17 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Commercial Banks — continued | | | | | | | | | | | | | | | | |
ING Bank NV, Subordinated Notes | | | 5.800 | % | | | 9/25/23 | | | | 1,300,000 | | | $ | 1,359,272 | (a) |
M&T Bank Corp., Junior Subordinated Notes | | | 6.875 | % | | | 6/15/16 | | | | 1,190,000 | | | | 1,143,005 | (a)(d) |
National Australia Bank of New York, Senior Notes | | | 1.600 | % | | | 8/7/15 | | | | 260,000 | | | | 264,145 | |
Nordea Bank AB, Subordinated Notes | | | 4.875 | % | | | 5/13/21 | | | | 910,000 | | | | 940,596 | (a) |
Royal Bank of Scotland Group PLC, Senior Notes | | | 2.550 | % | | | 9/18/15 | | | | 2,460,000 | | | | 2,515,982 | |
Royal Bank of Scotland Group PLC, Subordinated Notes | | | 5.000 | % | | | 10/1/14 | | | | 330,000 | | | | 337,244 | |
Royal Bank of Scotland Group PLC, Subordinated Notes | | | 6.100 | % | | | 6/10/23 | | | | 470,000 | | | | 473,805 | |
Royal Bank of Scotland Group PLC, Subordinated Notes | | | 6.000 | % | | | 12/19/23 | | | | 740,000 | | | | 745,269 | |
Santander UK PLC, Subordinated Notes | | | 5.000 | % | | | 11/7/23 | | | | 870,000 | | | | 873,236 | (a) |
Santander US Debt SA Unipersonal, Senior Notes | | | 3.781 | % | | | 10/7/15 | | | | 1,500,000 | | | | 1,545,669 | (a) |
Wells Fargo & Co., Subordinated Notes | | | 4.480 | % | | | 1/16/24 | | | | 5,928,000 | | | | 5,900,980 | (a) |
Wells Fargo & Co., Subordinated Notes | | | 5.375 | % | | | 11/2/43 | | | | 460,000 | | | | 471,043 | |
Total Commercial Banks | | | | | | | | | | | | | | | 24,982,783 | |
Consumer Finance — 0.6% | | | | | | | | | | | | | | | | |
General Motors Financial Co. Inc., Senior Notes | | | 3.250 | % | | | 5/15/18 | | | | 270,000 | | | | 270,000 | (a) |
General Motors Financial Co. Inc., Senior Notes | | | 4.250 | % | | | 5/15/23 | | | | 320,000 | | | | 304,400 | (a) |
HSBC Finance Corp., Senior Notes | | | 6.676 | % | | | 1/15/21 | | | | 1,580,000 | | | | 1,815,478 | |
SLM Corp., Senior Notes | | | 3.875 | % | | | 9/10/15 | | | | 1,700,000 | | | | 1,757,375 | |
Total Consumer Finance | | | | | | | | | | | | | | | 4,147,253 | |
Diversified Financial Services — 2.4% | | | | | | | | | | | | | | | | |
Bank of America Corp., Senior Notes | | | 2.600 | % | | | 1/15/19 | | | | 1,070,000 | | | | 1,074,723 | |
Bank of America Corp., Subordinated Notes | | | 5.420 | % | | | 3/15/17 | | | | 1,000,000 | | | | 1,099,388 | |
Citigroup Inc., Junior Subordinated Notes | | | 5.950 | % | | | 1/30/23 | | | | 290,000 | | | | 268,352 | (c)(d) |
Citigroup Inc., Senior Notes | | | 3.953 | % | | | 6/15/16 | | | | 660,000 | | | | 702,175 | |
Citigroup Inc., Subordinated Notes | | | 5.500 | % | | | 2/15/17 | | | | 5,570,000 | | | | 6,137,221 | |
Citigroup Inc., Subordinated Notes | | | 5.500 | % | | | 9/13/25 | | | | 680,000 | | | | 716,203 | |
General Electric Capital Corp., Senior Notes | | | 1.000 | % | | | 1/8/16 | | | | 2,500,000 | | | | 2,506,250 | |
General Electric Capital Corp., Senior Notes | | | 5.625 | % | | | 5/1/18 | | | | 2,000,000 | | | | 2,296,736 | |
General Electric Capital Corp., Senior Notes | | | 6.875 | % | | | 1/10/39 | | | | 160,000 | | | | 205,695 | |
General Electric Capital Corp., Subordinated Debentures | | | 6.375 | % | | | 11/15/67 | | | | 60,000 | | | | 65,100 | (c) |
JPMorgan Chase & Co., Junior Subordinated Bonds | | | 5.150 | % | | | 5/1/23 | | | | 1,710,000 | | | | 1,534,725 | (c)(d) |
JPMorgan Chase & Co., Subordinated Notes | | | 3.375 | % | | | 5/1/23 | | | | 760,000 | | | | 708,320 | |
ZFS Finance USA Trust II, Bonds | | | 6.450 | % | | | 12/15/65 | | | | 500,000 | | | | 533,750 | (a)(c) |
Total Diversified Financial Services | | | | | | | | | | | | | | | 17,848,638 | |
Insurance — 0.2% | | | | | | | | | | | | | | | | |
American International Group Inc., Medium-Term Notes, Senior Notes | | | 5.850 | % | | | 1/16/18 | | | | 518,000 | | | | 594,172 | |
American International Group Inc., Senior Notes | | | 4.875 | % | | | 6/1/22 | | | | 1,000,000 | | | | 1,074,823 | |
See Notes to Financial Statements.
| | |
| 18 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Insurance — continued | | | | | | | | | | | | | | | | |
Teachers Insurance & Annuity Association of America — College Retirement Equity Fund, Notes | | | 6.850 | % | | | 12/16/39 | | | | 220,000 | | | $ | 271,566 | (a) |
Total Insurance | | | | | | | | | | | | | | | 1,940,561 | |
Thrifts & Mortgage Finance — 0.1% | | | | | | | | | | | | | | | | |
Santander Holdings USA Inc., Senior Notes | | | 3.450 | % | | | 8/27/18 | | | | 760,000 | | | | 779,504 | |
Total Financials | | | | | | | | | | | | | | | 68,640,853 | |
| Health Care — 3.0% | | | | | | | | | | | | | | | | |
Biotechnology — 0.3% | | | | | | | | | | | | | | | | |
Amgen Inc., Senior Notes | | | 2.500 | % | | | 11/15/16 | | | | 1,500,000 | | | | 1,552,432 | |
Amgen Inc., Senior Notes | | | 4.500 | % | | | 3/15/20 | | | | 370,000 | | | | 396,717 | |
Total Biotechnology | | | | | | | | | | | | | | | 1,949,149 | |
Health Care Providers & Services — 2.0% | | | | | | | | | | | | | | | | |
AmerisourceBergen Corp., Senior Notes | | | 5.875 | % | | | 9/15/15 | | | | 50,000 | | | | 54,219 | |
DJO Finance LLC/DJO Finance Corp., Senior Secured Notes | | | 8.750 | % | | | 3/15/18 | | | | 1,500,000 | | | | 1,646,250 | |
Express Scripts Inc., Senior Notes | | | 3.125 | % | | | 5/15/16 | | | | 4,600,000 | | | | 4,801,080 | |
Fresenius Medical Care U.S. Finance Inc., Senior Notes | | | 6.500 | % | | | 9/15/18 | | | | 1,180,000 | | | | 1,333,400 | (a) |
HCA Inc., Senior Notes | | | 6.500 | % | | | 2/15/16 | | | | 619,000 | | | | 677,031 | |
HCA Inc., Senior Secured Notes | | | 5.875 | % | | | 3/15/22 | | | | 200,000 | | | | 206,500 | |
Humana Inc., Senior Notes | | | 7.200 | % | | | 6/15/18 | | | | 340,000 | | | | 402,237 | |
Humana Inc., Senior Notes | | | 3.150 | % | | | 12/1/22 | | | | 110,000 | | | | 101,828 | |
Humana Inc., Senior Notes | | | 8.150 | % | | | 6/15/38 | | | | 680,000 | | | | 898,846 | |
Tenet Healthcare Corp., Senior Secured Bonds | | | 4.500 | % | | | 4/1/21 | | | | 560,000 | | | | 530,600 | |
Tenet Healthcare Corp., Senior Secured Notes | | | 6.000 | % | | | 10/1/20 | | | | 350,000 | | | | 365,313 | (a) |
UnitedHealth Group Inc., Senior Notes | | | 6.000 | % | | | 2/15/18 | | | | 510,000 | | | | 589,210 | |
UnitedHealth Group Inc., Senior Notes | | | 1.625 | % | | | 3/15/19 | | | | 1,000,000 | | | | 962,974 | |
WellPoint Inc., Notes | | | 5.875 | % | | | 6/15/17 | | | | 1,466,000 | | | | 1,653,532 | |
WellPoint Inc., Senior Notes | | | 1.250 | % | | | 9/10/15 | | | | 150,000 | | | | 151,043 | |
WellPoint Inc., Senior Notes | | | 3.125 | % | | | 5/15/22 | | | | 500,000 | | | | 468,939 | |
Total Health Care Providers & Services | | | | | | | | | | | | | | | 14,843,002 | |
Pharmaceuticals — 0.7% | | | | | | | | | | | | | | | | |
AbbVie Inc., Senior Notes | | | 1.200 | % | | | 11/6/15 | | | | 2,500,000 | | | | 2,525,410 | |
AbbVie Inc., Senior Notes | | | 2.900 | % | | | 11/6/22 | | | | 650,000 | | | | 607,527 | |
Mallinckrodt International Finance SA, Senior Notes | | | 3.500 | % | | | 4/15/18 | | | | 1,080,000 | | | | 1,059,468 | (a) |
Mallinckrodt International Finance SA, Senior Notes | | | 4.750 | % | | | 4/15/23 | | | | 270,000 | | | | 249,193 | (a) |
Perrigo Co. PLC, Senior Notes | | | 4.000 | % | | | 11/15/23 | | | | 560,000 | | | | 549,413 | (a) |
Total Pharmaceuticals | | | | | | | | | | | | | | | 4,991,011 | |
Total Health Care | | | | | | | | | | | | | | | 21,783,162 | |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 19 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Industrials — 1.2% | | | | | | | | | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | | | | | | | | | |
Erickson Air-Crane Inc., Senior Secured Notes | | | 8.250 | % | | | 5/1/20 | | | | 1,500,000 | | | $ | 1,552,500 | (a) |
Airlines — 0.3% | | | | | | | | | | | | | | | | |
Air 2 US, Notes | | | 8.027 | % | | | 10/1/19 | | | | 373,231 | | | | 388,160 | (a) |
United Airlines Inc., Pass-Through Certificates | | | 6.820 | % | | | 5/1/18 | | | | 47,926 | | | | 49,993 | |
United Airlines Inc., Pass-Through Certificates | | | 6.703 | % | | | 6/15/21 | | | | 47,372 | | | | 51,162 | |
United Airlines Inc., Pass-Through Certificates, Secured Notes | | | 9.250 | % | | | 5/10/17 | | | | 140,213 | | | | 155,286 | |
United Airlines Inc., Pass-Through Certificates, Senior Secured Notes | | | 7.250 | % | | | 11/10/19 | | | | 809,555 | | | | 926,941 | |
United Airlines Inc., Senior Secured Notes | | | 6.750 | % | | | 9/15/15 | | | | 170,000 | | | | 175,312 | (a) |
US Airways, Pass-Through Trust, Pass-Through Certificates | | | 6.850 | % | | | 1/30/18 | | | | 159,298 | | | | 166,466 | |
Total Airlines | | | | | | | | | | | | | | | 1,913,320 | |
Building Products — 0.1% | | | | | | | | | | | | | | | | |
Building Materials Corp. of America, Senior Secured Notes | | | 7.500 | % | | | 3/15/20 | | | | 980,000 | | | | 1,058,400 | (a) |
Commercial Services & Supplies — 0.1% | | | | | | | | | | | | | | | | |
Republic Services Inc., Senior Notes | | | 5.500 | % | | | 9/15/19 | | | | 290,000 | | | | 326,318 | |
Electrical Equipment — 0.1% | | | | | | | | | | | | | | | | |
Eaton Corp., Senior Notes | | | 4.150 | % | | | 11/2/42 | | | | 1,140,000 | | | | 1,024,328 | |
Machinery — 0.1% | | | | | | | | | | | | | | | | |
John Deere Capital Corp., Medium-Term Notes | | | 5.350 | % | | | 4/3/18 | | | | 800,000 | | | | 906,338 | |
Road & Rail — 0.2% | | | | | | | | | | | | | | | | |
Asciano Finance Ltd., Senior Notes | | | 3.125 | % | | | 9/23/15 | | | | 1,280,000 | | | | 1,308,966 | (a) |
Transportation Infrastructure — 0.1% | | | | | | | | | | | | | | | | |
Aguila 3 SA, Senior Secured Notes | | | 7.875 | % | | | 1/31/18 | | | | 570,000 | | | | 604,200 | (a) |
Total Industrials | | | | | | | | | | | | | | | 8,694,370 | |
| Information Technology — 0.9% | | | | | | | | | | | | | | | | |
Internet Software & Services — 0.4% | | | | | | | | | | | | | | | | |
Ancestry.com Inc., Senior Notes | | | 11.000 | % | | | 12/15/20 | | | | 600,000 | | | | 696,000 | |
Zayo Group LLC/Zayo Capital Inc., Senior Secured Notes | | | 8.125 | % | | | 1/1/20 | | | | 1,800,000 | | | | 1,971,000 | |
Total Internet Software & Services | | | | | | | | | | | | | | | 2,667,000 | |
IT Services — 0.1% | | | | | | | | | | | | | | | | |
First Data Corp., Senior Secured Notes | | | 6.750 | % | | | 11/1/20 | | | | 210,000 | | | | 218,400 | (a) |
WEX Inc., Senior Notes | | | 4.750 | % | | | 2/1/23 | | | | 830,000 | | | | 763,600 | (a) |
Total IT Services | | | | | | | | | | | | | | | 982,000 | |
Semiconductors & Semiconductor Equipment — 0.3% | | | | | | | | | | | | | | | | |
KLA-Tencor Corp., Senior Notes | | | 6.900 | % | | | 5/1/18 | | | | 1,310,000 | | | | 1,532,885 | |
National Semiconductor Corp., Senior Notes | | | 6.600 | % | | | 6/15/17 | | | | 720,000 | | | | 841,433 | |
Total Semiconductors & Semiconductor Equipment | | | | | | | | | | | | | | | 2,374,318 | |
See Notes to Financial Statements.
| | |
| 20 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Software — 0.1% | | | | | | | | | | | | | | | | |
Activision Blizzard Inc., Senior Notes | | | 5.625 | % | | | 9/15/21 | | | | 320,000 | | | $ | 331,200 | (a) |
Total Information Technology | | | | | | | | | | | | | | | 6,354,518 | |
| Materials — 3.3% | | | | | | | | | | | | | | | | |
Chemicals — 0.5% | | | | | | | | | | | | | | | | |
Ecolab Inc., Senior Notes | | | 3.000 | % | | | 12/8/16 | | | | 2,500,000 | | | | 2,619,263 | |
LyondellBasell Industries NV, Senior Notes | | | 6.000 | % | | | 11/15/21 | | | | 1,200,000 | | | | 1,380,134 | |
Total Chemicals | | | | | | | | | | | | | | | 3,999,397 | |
Construction Materials — 0.1% | | | | | | | | | | | | | | | | |
Cemex Finance LLC, Senior Secured Notes | | | 9.375 | % | | | 10/12/22 | | | | 300,000 | | | | 338,250 | (a) |
Cemex SAB de CV, Senior Secured Notes | | | 9.000 | % | | | 1/11/18 | | | | 420,000 | | | | 460,950 | (a) |
Total Construction Materials | | | | | | | | | | | | | | | 799,200 | |
Containers & Packaging — 0.6% | | | | | | | | | | | | | | | | |
Ardagh Packaging Finance PLC/Ardagh MP Holdings USA Inc., Senior Secured Notes | | | 4.875 | % | | | 11/15/22 | | | | 320,000 | | | | 316,800 | (a) |
Ball Corp., Senior Notes | | | 5.000 | % | | | 3/15/22 | | | | 260,000 | | | | 257,400 | |
Ball Corp., Senior Notes | | | 4.000 | % | | | 11/15/23 | | | | 490,000 | | | | 438,550 | |
Graphic Packaging International Inc., Senior Notes | | | 4.750 | % | | | 4/15/21 | | | | 1,300,000 | | | | 1,287,000 | |
Pactiv LLC, Senior Notes | | | 7.950 | % | | | 12/15/25 | | | | 500,000 | | | | 468,750 | |
Reynolds Group Issuer Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA, Senior Notes | | | 9.875 | % | | | 8/15/19 | | | | 1,000,000 | | | | 1,112,500 | |
Reynolds Group Issuer Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer (Luxembourg) SA, Senior Secured Notes | | | 6.875 | % | | | 2/15/21 | | | | 140,000 | | | | 150,850 | |
Rock-Tenn Co., Senior Notes | | | 3.500 | % | | | 3/1/20 | | | | 200,000 | | | | 196,717 | |
Rock-Tenn Co., Senior Notes | | | 4.000 | % | | | 3/1/23 | | | | 100,000 | | | | 95,509 | |
Total Containers & Packaging | | | | | | | | | | | | | | | 4,324,076 | |
Metals & Mining — 1.9% | | | | | | | | | | | | | | | | |
AngloGold Ashanti Holdings PLC, Senior Notes | | | 8.500 | % | | | 7/30/20 | | | | 510,000 | | | | 526,626 | |
ArcelorMittal, Senior Notes | | | 5.000 | % | | | 2/25/17 | | | | 180,000 | | | | 193,050 | |
Barrick Gold Corp., Senior Notes | | | 4.100 | % | | | 5/1/23 | | | | 700,000 | | | | 632,724 | |
BHP Billiton Finance USA Ltd., Senior Notes | | | 5.000 | % | | | 9/30/43 | | | | 510,000 | | | | 518,538 | |
Cliffs Natural Resources Inc., Senior Notes | | | 3.950 | % | | | 1/15/18 | | | | 270,000 | | | | 272,644 | |
Cliffs Natural Resources Inc., Senior Notes | | | 5.900 | % | | | 3/15/20 | | | | 410,000 | | | | 432,651 | |
Cliffs Natural Resources Inc., Senior Notes | | | 4.800 | % | | | 10/1/20 | | | | 180,000 | | | | 178,905 | |
Evraz Group SA, Notes | | | 6.750 | % | | | 4/27/18 | | | | 730,000 | | | | 726,715 | (a) |
Freeport-McMoRan Copper & Gold Inc., Senior Notes | | | 2.375 | % | | | 3/15/18 | | | | 1,000,000 | | | | 997,557 | |
Freeport-McMoRan Copper & Gold Inc., Senior Notes | | | 3.550 | % | | | 3/1/22 | | | | 120,000 | | | | 114,048 | |
Glencore Canada Corp., Senior Notes | | | 5.375 | % | | | 6/1/15 | | | | 3,600,000 | | | | 3,774,139 | |
Samarco Mineracao SA, Senior Notes | | | 4.125 | % | | | 11/1/22 | | | | 720,000 | | | | 648,000 | (a) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 21 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | �� | Face
Amount† | | | Value | |
Metals & Mining — continued | | | | | | | | | | | | | | | | |
Southern Copper Corp., Senior Notes | | | 6.750 | % | | | 4/16/40 | | | | 1,090,000 | | | $ | 1,055,407 | |
Steel Dynamics Inc., Senior Notes | | | 7.625 | % | | | 3/15/20 | | | | 410,000 | | | | 444,850 | |
Vale Overseas Ltd., Notes | | | 6.875 | % | | | 11/21/36 | | | | 636,000 | | | | 656,831 | |
Vale Overseas Ltd., Senior Notes | | | 4.375 | % | | | 1/11/22 | | | | 280,000 | | | | 272,046 | |
Vedanta Resources PLC, Senior Notes | | | 6.000 | % | | | 1/31/19 | | | | 830,000 | | | | 803,025 | (a) |
Volcan Cia Minera SAA, Senior Notes | | | 5.375 | % | | | 2/2/22 | | | | 450,000 | | | | 414,000 | (a) |
Xstrata Finance Canada Ltd., Senior Notes | | | 2.050 | % | | | 10/23/15 | | | | 680,000 | | | | 688,654 | (a) |
Xstrata Finance Canada Ltd., Senior Notes | | | 2.700 | % | | | 10/25/17 | | | | 530,000 | | | | 536,016 | (a) |
Total Metals & Mining | | | | | | | | | | | | | | | 13,886,426 | |
Paper & Forest Products — 0.2% | | | | | | | | | | | | | | | | |
Fibria Overseas Finance Ltd., Senior Notes | | | 6.750 | % | | | 3/3/21 | | | | 1,130,000 | | | | 1,231,700 | (a) |
Total Materials | | | | | | | | | | | | | | | 24,240,799 | |
| Telecommunication Services — 2.8% | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services — 2.3% | | | | | | | | | | | | | | | | |
Axtel SAB de CV, Senior Secured Notes, Step Bond | | | 7.000 | % | | | 1/31/20 | | | | 250,000 | | | | 231,875 | (a) |
Cogent Communications Group Inc., Senior Secured Notes | | | 8.375 | % | | | 2/15/18 | | | | 1,470,000 | | | | 1,594,950 | (a) |
Digicel Group Ltd., Senior Notes | | | 8.250 | % | | | 9/30/20 | | | | 670,000 | | | | 694,287 | (a) |
Intelsat Jackson Holdings SA, Senior Notes | | | 7.500 | % | | | 4/1/21 | | | | 700,000 | | | | 771,750 | |
Level 3 Financing Inc., Senior Notes | | | 8.125 | % | | | 7/1/19 | | | | 1,960,000 | | | | 2,146,200 | |
Qwest Corp., Senior Notes | | | 7.500 | % | | | 10/1/14 | | | | 190,000 | | | | 199,431 | |
Telefonica Emisiones SAU, Senior Notes | | | 6.221 | % | | | 7/3/17 | | | | 80,000 | | | | 90,186 | |
Telefonica Emisiones SAU, Senior Notes | | | 5.134 | % | | | 4/27/20 | | | | 230,000 | | | | 244,342 | |
UPCB Finance V Ltd., Senior Secured Notes | | | 7.250 | % | | | 11/15/21 | | | | 1,300,000 | | | | 1,410,500 | (a) |
Verizon Communications Inc., Senior Notes | | | 4.500 | % | | | 9/15/20 | | | | 2,480,000 | | | | 2,655,004 | |
Verizon Communications Inc., Senior Notes | | | 5.150 | % | | | 9/15/23 | | | | 5,030,000 | | | | 5,400,671 | |
Verizon Communications Inc., Senior Notes | | | 6.400 | % | | | 9/15/33 | | | | 1,030,000 | | | | 1,184,625 | |
Wind Acquisition Holdings Finance SpA, Senior Notes | | | 12.250 | % | | | 7/15/17 | | | | 387,000 | | | | 407,317 | (a)(b) |
Total Diversified Telecommunication Services | | | | | | | | | | | | | | | 17,031,138 | |
Wireless Telecommunication Services — 0.5% | | | | | | | | | | | | | | | | |
Sprint Communications Inc., Senior Notes | | | 9.000 | % | | | 11/15/18 | | | | 2,200,000 | | | | 2,651,000 | (a) |
VimpelCom Holdings BV, Senior Notes | | | 7.504 | % | | | 3/1/22 | | | | 750,000 | | | | 783,465 | (a) |
Total Wireless Telecommunication Services | | | | | | | | | | | | | | | 3,434,465 | |
Total Telecommunication Services | | | | | | | | | | | | | | | 20,465,603 | |
| Utilities — 0.7% | | | | | | | | | | | | | | | | |
Electric Utilities — 0.3% | | | | | | | | | | | | | | | | |
Centrais Eletricas Brasileiras SA, Senior Notes | | | 5.750 | % | | | 10/27/21 | | | | 460,000 | | | | 446,775 | (a) |
Curtis Palmer LLC, Senior Notes | | | 5.900 | % | | | 7/15/14 | | | | 1,500,000 | | | | 1,507,103 | (a) |
Total Electric Utilities | | | | | | | | | | | | | | | 1,953,878 | |
See Notes to Financial Statements.
| | |
| 22 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Independent Power Producers & Energy Traders — 0.4% | | | | | | | | | | | | | | | | |
AES Corp., Senior Notes | | | 7.750 | % | | | 10/15/15 | | | | 169,000 | | | $ | 186,745 | |
AES Corp., Senior Notes | | | 4.875 | % | | | 5/15/23 | | | | 350,000 | | | | 327,250 | |
Calpine Corp., Senior Secured Notes | | | 7.875 | % | | | 1/15/23 | | | | 488,000 | | | | 533,140 | (a) |
Calpine Corp., Senior Secured Notes | | | 5.875 | % | | | 1/15/24 | | | | 260,000 | | | | 254,150 | (a) |
Dynegy Roseton LLC/Dynegy Danskammer LLC Pass-Through Trust, Secured Bonds | | | 7.670 | % | | | 8/11/16 | | | | 420,000 | | | | 0 | (e)(f)(g)(h) |
Energy Future Intermediate Holding Co. LLC/EFIH Finance Inc., Senior Secured Notes | | | 10.000 | % | | | 12/1/20 | | | | 670,000 | | | | 711,875 | |
Mirant Mid Atlantic LLC, Pass-Through Certificates | | | 10.060 | % | | | 12/30/28 | | | | 915,837 | | | | 997,117 | |
Total Independent Power Producers & Energy Traders | | | | | | | | | | | | | | | 3,010,277 | |
Total Utilities | | | | | | | | | | | | | | | 4,964,155 | |
Total Corporate Bonds & Notes (Cost — $224,437,572) | | | | | | | | | | | | 227,441,231 | |
| Asset-Backed Securities — 7.0% | | | | | | | | | | | | | | | | |
ACE Securities Corp., 2006-GP1 A | | | 0.425 | % | | | 2/25/31 | | | | 382,922 | | | | 354,551 | (c) |
ALM Loan Funding, 2013-10A B | | | 2.846 | % | | | 1/15/25 | | | | 900,000 | | | | 864,000 | (a)(c) |
Amortizing Residential Collateral Trust, 2005-BC5 M1 | | | 1.200 | % | | | 7/25/32 | | | | 325,575 | | | | 290,667 | (c) |
Argent Securities Inc., 2003-W8 M1 | | | 1.215 | % | | | 12/25/33 | | | | 1,404,662 | | | | 1,343,080 | (c) |
Asset Backed Securities Corp. Home Equity Loan Trust, 2005-HE3 M4 | | | 1.110 | % | | | 4/25/35 | | | | 1,250,000 | | | | 1,075,399 | (c) |
Associates Manufactured Housing Pass Through Certificates, 1997-CLB2 | | | 8.900 | % | | | 6/15/28 | | | | 1,255,598 | | | | 1,245,239 | (f) |
Carlyle Global Market Strategies, 2013-4A C | | | 3.038 | % | | | 10/15/25 | | | | 600,000 | | | | 582,024 | (a)(c) |
Centex Home Equity Loan Trust, 2003-B AF4 | | | 3.735 | % | | | 2/25/32 | | | | 142,664 | | | | 139,438 | |
Chase Funding Loan Acquisition Trust, 2004-AQ1 M1 | | | 0.895 | % | | | 5/25/34 | | | | 2,619,664 | | | | 2,225,198 | (c) |
Citigroup Mortgage Loan Trust Inc., 2006-SHL1 A1 | | | 0.365 | % | | | 11/25/45 | | | | 514,628 | | | | 491,943 | (a)(c) |
Fieldstone Mortgage Investment Corp., 2004-4 M3 | | | 2.115 | % | | | 10/25/35 | | | | 1,370,000 | | | | 1,108,648 | (c) |
First Franklin Mortgage Loan Asset-Backed Certificates, 2006-FF5 2A5, PO | | | 0.000 | % | | | 4/25/36 | | | | 1,050,000 | | | | 723,889 | |
Fremont Home Loan Trust, 2006-B 2A2 | | | 0.265 | % | | | 8/25/36 | | | | 464,874 | | | | 180,622 | (c) |
GMAC Mortgage Corp. Loan Trust, 2006-HE4 A1 | | | 0.345 | % | | | 12/25/36 | | | | 937,847 | | | | 791,891 | (c) |
Greenpoint Manufactured Housing, 1999-2 A2 | | | 2.929 | % | | | 3/18/29 | | | | 325,000 | | | | 283,076 | (c) |
Greenpoint Manufactured Housing, 1999-3 2A2 | | | 3.556 | % | | | 6/19/29 | | | | 150,000 | | | | 127,102 | (c) |
Greenpoint Manufactured Housing, 1999-4 A2 | | | 3.667 | % | | | 2/20/30 | | | | 175,000 | | | | 147,936 | (c) |
Greenpoint Manufactured Housing, 2001-2 IA2 | | | 3.669 | % | | | 2/20/32 | | | | 275,000 | | | | 248,508 | (c) |
Greenpoint Manufactured Housing, 2001-2 IIA2 | | | 3.669 | % | | | 3/13/32 | | | | 350,000 | | | | 310,651 | (c) |
GSAMP Trust, 2004-SEA2 M2 | | | 1.415 | % | | | 3/25/34 | | | | 3,700,000 | | | | 3,227,769 | (c) |
GSAMP Trust, 2006-S3 A1 | | | 6.585 | % | | | 5/25/36 | | | | 344,856 | | | | 38,304 | |
GSAMP Trust, 2006-SEA1 A | | | 0.465 | % | | | 5/25/36 | | | | 125,316 | | | | 122,632 | (a)(c) |
GSAMP Trust, 2007-FM1 A2C | | | 0.335 | % | | | 12/25/36 | | | | 1,968,380 | | | | 999,719 | (c) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 23 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Asset-Backed Securities — continued | | | | | | | | | | | | | | | | |
GSAMP Trust, 2007-FM1 A2D | | | 0.415 | % | | | 12/25/36 | | | | 3,249,684 | | | $ | 1,682,644 | (c) |
GSRPM Mortgage Loan Trust, 2006-2 A2 | | | 0.465 | % | | | 9/25/36 | | | | 191,636 | | | | 178,758 | (a)(c) |
Home Equity Mortgage Trust, 2005-3 M3 | | | 1.245 | % | | | 11/25/35 | | | | 3,240,714 | | | | 2,683,026 | (c) |
Indymac Seconds Asset Backed Trust, 2006-A A | | | 0.425 | % | | | 6/25/36 | | | | 1,087,306 | | | | 269,326 | (c) |
IXIS Real Estate Capital Trust, 2005-HE4 A3 | | | 0.505 | % | | | 2/25/36 | | | | 337,338 | | | | 327,216 | (c) |
IXIS Real Estate Capital Trust, 2005-HE4 M1 | | | 0.585 | % | | | 2/25/36 | | | | 3,050,000 | | | | 2,314,980 | (c) |
Lehman XS Trust, 2005-7N 1A1A | | | 0.435 | % | | | 12/25/35 | | | | 2,194,926 | | | | 2,013,557 | (c) |
Lehman XS Trust, 2006-16N A4B | | | 0.405 | % | | | 11/25/46 | | | | 195,184 | | | | 22,206 | (c) |
Lehman XS Trust, 2006-GP3 2A2 | | | 0.385 | % | | | 6/25/46 | | | | 49,212 | | | | 1,689 | (c) |
M&T Bank Auto Receivables Trust, 2013-1A R | | | 0.000 | % | | | 10/15/20 | | | | 327,100 | | | | 1,749,985 | (a)(f) |
Madison Park Funding Ltd., 2013-11A C | | | 3.050 | % | | | 10/23/25 | | | | 1,100,000 | | | | 1,085,581 | (a)(c) |
MASTR Specialized Loan Trust, 2006-3 A | | | 0.425 | % | | | 6/25/46 | | | | 280,310 | | | | 224,954 | (a)(c) |
MASTR Specialized Loan Trust, 2007-1 A | | | 0.535 | % | | | 1/25/37 | | | | 271,487 | | | | 152,038 | (a)(c) |
Nelnet Student Loan Trust, 2005-4 A4R2 | | | 0.858 | % | | | 3/22/32 | | | | 2,900,000 | | | | 2,695,941 | (c) |
Neuberger Berman CLO Ltd., 2013-15A C | | | 3.102 | % | | | 10/15/25 | | | | 350,000 | | | | 337,323 | (a)(c) |
Oakwood Mortgage Investors Inc., 1999-D A1 | | | 7.840 | % | | | 11/15/29 | | | | 185,752 | | | | 180,818 | (c) |
Option One Mortgage Loan Trust, 2005-1 A4 | | | 0.965 | % | | | 2/25/35 | | | | 469,796 | | | | 457,806 | (c) |
Origen Manufactured Housing, 2007-A A2 | | | 2.381 | % | | | 4/15/37 | | | | 2,390,805 | | | | 1,978,899 | (c) |
Pegasus Aviation Lease Securitization, 2000-1 A2 | | | 8.370 | % | | | 3/25/30 | | | | 390,000 | | | | 133,575 | (a) |
RAAC Series, 2005-SP2 2A | | | 0.465 | % | | | 6/25/44 | | | | 2,351,189 | | | | 1,821,196 | (c) |
RAAC Series, 2006-RP4 A | | | 0.455 | % | | | 1/25/46 | | | | 269,802 | | | | 252,982 | (a)(c) |
Residential Asset Mortgage Products Inc., 2004-KR1 MI1 | | | 1.035 | % | | | 4/25/34 | | | | 1,428,401 | | | | 1,293,360 | (a)(c)(f) |
Residential Asset Mortgage Products Inc., 2004-KR1 MI2 | | | 2.145 | % | | | 4/25/34 | | | | 519,656 | | | | 172,635 | (a)(c)(f) |
Residential Asset Mortgage Products Inc., 2004-KR1 MII1 | | | 0.915 | % | | | 4/25/34 | | | | 1,169,846 | | | | 1,029,324 | (a)(c)(f) |
Residential Asset Mortgage Products Inc., 2004-KR1 MII2 | | | 1.740 | % | | | 4/25/34 | | | | 610,643 | | | | 341,117 | (a)(c)(f) |
Saratoga Investment Corp. CLO Ltd., 2013-1A C | | | 3.144 | % | | | 10/20/23 | | | | 750,000 | | | | 743,231 | (a)(c) |
Security National Mortgage Loan Trust, 2007-1A 2A | | | 0.515 | % | | | 4/25/37 | | | | 317,606 | | | | 239,551 | (a)(c) |
Shackleton CLO Ltd., 2013-4A C | | | 3.244 | % | | | 1/13/25 | | | | 1,750,000 | | | | 1,732,500 | (a)(c)(f) |
Soundview Home Loan Trust, 2006-EQ1 A3 | | | 0.325 | % | | | 10/25/36 | | | | 2,311,970 | | | | 1,831,443 | (c) |
Venture CDO Ltd., 2013-15A C | | | 3.380 | % | | | 7/15/25 | | | | 900,000 | | | | 891,090 | (a)(c)(f) |
Wells Fargo Home Equity Trust, 2007-2 A3 | | | 0.395 | % | | | 4/25/37 | | | | 6,950,000 | | | | 4,984,547 | (c) |
Whitehorse Ltd., 2013-1A A3L | | | 3.306 | % | | | 11/24/25 | | | | 200,000 | | | | 199,351 | (a)(c) |
Total Asset-Backed Securities (Cost — $50,026,741) | | | | | | | | | | | | | | | 50,944,935 | |
| Collateralized Mortgage Obligations — 8.4% | | | | | | | | | | | | | | | | |
Adjustable Rate Mortgage Trust, 2004-1 4A1 | | | 5.294 | % | | | 1/25/35 | | | | 900,344 | | | | 894,100 | (c) |
Adjustable Rate Mortgage Trust, 2005-1 5M1 | | | 1.215 | % | | | 5/25/35 | | | | 1,770,000 | | | | 1,534,705 | (c) |
Banc of America Funding Corp., 2006-D 6A1 | | | 5.019 | % | | | 5/20/36 | | | | 740,990 | | | | 617,823 | (c) |
Banc of America Mortgage Securities Inc., 2003-F 1A1 | | | 2.623 | % | | | 7/25/33 | | | | 17,286 | | | | 17,078 | (c) |
See Notes to Financial Statements.
| | |
| 24 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Collateralized Mortgage Obligations — continued | | | | | | | | | | | | | | | | |
Banc of America Mortgage Securities Inc., 2004-A 1A1 | | | 2.830 | % | | | 2/25/34 | | | | 17,993 | | | $ | 17,752 | (c) |
Bear Stearns Alt-A Trust, 2003-5 2A1 | | | 2.383 | % | | | 12/25/33 | | | | 408,375 | | | | 411,479 | (c) |
Bear Stearns Alt-A Trust, 2004-10 1A1 | | | 0.845 | % | | | 9/25/34 | | | | 81,256 | | | | 79,797 | (c) |
Bear Stearns Alt-A Trust, 2004-11 1A2 | | | 1.005 | % | | | 11/25/34 | | | | 64,790 | | | | 63,889 | (c) |
Bear Stearns Alt-A Trust, 2005-02 1A1 | | | 0.665 | % | | | 3/25/35 | | | | 28,407 | | | | 27,026 | (c) |
Bear Stearns Alt-A Trust, 2005-09 11A1 | | | 0.685 | % | | | 11/25/35 | | | | 1,067,696 | | | | 762,426 | (c) |
Bear Stearns Alt-A Trust, 2005-10 21A1 | | | 2.674 | % | | | 1/25/36 | | | | 281,132 | | | | 202,201 | (c) |
Bear Stearns ARM Trust, 2004-12 1A1 | | | 2.700 | % | | | 2/25/35 | | | | 75,879 | | | | 65,648 | (c) |
Bear Stearns Asset-Backed Securities Trust, 2005-AC9 A4 | | | 16.468 | % | | | 12/25/35 | | | | 944,702 | | | | 1,106,436 | (c) |
Bear Stearns Mortgage Funding Trust, 2006-AR5 1A1 | | | 0.325 | % | | | 12/25/46 | | | | 721,347 | | | | 542,330 | (c) |
Citigroup Mortgage Loan Trust Inc., 2005-9 1A1 | | | 0.425 | % | | | 11/25/35 | | | | 360,680 | | | | 248,237 | (c) |
Citigroup Mortgage Loan Trust Inc., 2006-WFH2 A3 | | | 0.385 | % | | | 8/25/36 | | | | 3,450,000 | | | | 2,672,777 | (c) |
Countrywide Alternative Loan Trust, 2005-24 4A1 | | | 0.397 | % | | | 7/20/35 | | | | 477,645 | | | | 411,333 | (c) |
Countrywide Alternative Loan Trust, 2005-51 2A1 | | | 0.467 | % | | | 11/20/35 | | | | 280,538 | | | | 220,810 | (c) |
Countrywide Alternative Loan Trust, 2005-59 1A1 | | | 0.498 | % | | | 11/20/35 | | | | 1,265,272 | | | | 963,908 | (c) |
Countrywide Alternative Loan Trust, 2005-76 3A1 | | | 0.425 | % | | | 1/25/46 | | | | 280,476 | | | | 227,448 | (c) |
Countrywide Alternative Loan Trust, 2006-J1 1A7 | | | 0.865 | % | | | 2/25/36 | | | | 4,958,560 | | | | 3,609,618 | (c) |
Countrywide Alternative Loan Trust, 2006-OA08 1A2 | | | 0.395 | % | | | 7/25/46 | | | | 244,742 | | | | 94,486 | (c) |
Countrywide Home Loan Mortgage Pass-Through Trust, 2001-HYB1 1A1 | | | 2.081 | % | | | 6/19/31 | | | | 25,566 | | | | 25,308 | (c) |
Countrywide Home Loans, 2003-60 1A1 | | | 3.014 | % | | | 2/25/34 | | | | 255,124 | | | | 250,231 | (c) |
Countrywide Home Loans, 2003-HYB1 1A1 | | | 2.876 | % | | | 5/19/33 | | | | 17,432 | | | | 17,305 | (c) |
Countrywide Home Loans, 2006-03 1A2 | | | 0.495 | % | | | 3/25/36 | | | | 249,544 | | | | 110,321 | (c) |
Countrywide Home Loans Mortgage Pass-Through Trust, 2005-07 2A1 | | | 0.785 | % | | | 3/25/35 | | | | 778,640 | | | | 681,216 | (c) |
Deutsche Mortgage Securities Inc., 2004-4 7AR2 | | | 0.615 | % | | | 6/25/34 | | | | 122,502 | | | | 110,127 | (c) |
DSLA Mortgage Loan Trust, 2004-AR2 A1A | | | 0.986 | % | | | 11/19/44 | | | | 4,086,469 | | | | 3,510,469 | (c) |
Federal Home Loan Mortgage Corp. (FHLMC), 3349 AS, IO | | | 6.333 | % | | | 7/15/37 | | | | 2,969,061 | | | | 402,367 | (c) |
Federal Home Loan Mortgage Corp. (FHLMC), 4243 AZ | | | 3.000 | % | | | 8/15/43 | | | | 606,023 | | | | 453,275 | |
Federal Home Loan Mortgage Corp. (FHLMC), Multi-Family Structured Pass-Through Certificates, IO | | | 1.666 | % | | | 7/25/21 | | | | 1,826,152 | | | | 179,244 | (c) |
Federal Home Loan Mortgage Corp. (FHLMC), Multi-Family Structured Pass-Through Certificates, K007 X1, IO | | | 1.217 | % | | | 4/25/20 | | | | 1,091,946 | | | | 61,935 | (c) |
Federal Home Loan Mortgage Corp. (FHLMC), Multi-Family Structured Pass-Through Certificates, K008 X1, IO | | | 1.665 | % | | | 6/25/20 | | | | 731,452 | | | | 58,550 | (c) |
Federal Home Loan Mortgage Corp. (FHLMC), Multi-Family Structured Pass-Through Certificates, K009 X1, IO | | | 1.490 | % | | | 8/25/20 | | | | 10,653,129 | | | | 776,847 | (c) |
Federal National Mortgage Association (FNMA), 2010-100 CS, IO | | | 6.485 | % | | | 9/25/40 | | | | 1,987,512 | | | | 327,951 | (c) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 25 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Collateralized Mortgage Obligations — continued | | | | | | | | | | | | | | | | |
Federal National Mortgage Association (FNMA), 2012-051 B | | | 7.000 | % | | | 5/25/42 | | | | 304,607 | | | $ | 338,278 | |
Federal National Mortgage Association (FNMA), 2012-118 CI, IO | | | 3.500 | % | | | 12/25/39 | | | | 2,519,888 | | | | 495,571 | |
First Horizon Alternative Mortgage Securities, 2005-AA12 1A1 | | | 2.222 | % | | | 2/25/36 | | | | 415,393 | | | | 302,755 | (c) |
GE Business Loan Trust, 2006-2A C | | | 0.547 | % | | | 11/15/34 | | | | 1,161,687 | | | | 974,092 | (a)(c) |
Government National Mortgage Association (GNMA), 2011-142 IO, IO | | | 0.952 | % | | | 9/16/46 | | | | 24,381,083 | | | | 1,305,485 | (c) |
Government National Mortgage Association (GNMA), 2012-087 IO, IO | | | 0.929 | % | | | 8/16/52 | | | | 24,793,668 | | | | 1,685,945 | (c) |
Government National Mortgage Association (GNMA), 2012-112 IO, IO | | | 0.870 | % | | | 2/16/53 | | | | 18,120,370 | | | | 1,237,458 | (c) |
Government National Mortgage Association (GNMA), 2012-125 IO, IO | | | 0.856 | % | | | 2/16/53 | | | | 8,253,699 | | | | 594,654 | (c) |
Government National Mortgage Association (GNMA), 2013-113 AZ | | | 3.000 | % | | | 8/20/43 | | | | 2,020,075 | | | | 1,357,957 | |
Greenpoint Mortgage Funding Trust, 2006-AR2 1A2 | | | 0.415 | % | | | 4/25/36 | | | | 997,525 | | | | 1,484,316 | (c) |
Greenpoint Mortgage Funding Trust, 2006-AR3 3A1 | | | 0.395 | % | | | 4/25/36 | | | | 285,355 | | | | 191,928 | (c) |
GSMPS Mortgage Loan Trust, 2006-RP1 1AF1 | | | 0.515 | % | | | 1/25/36 | | | | 2,156,567 | | | | 1,770,796 | (a)(c) |
HarborView Mortgage Loan Trust, 2006-13 A | | | 0.346 | % | | | 11/19/46 | | | | 330,670 | | | | 226,234 | (c) |
IMPAC CMB Trust, 2004-5 1A1 | | | 0.885 | % | | | 10/25/34 | | | | 116,728 | | | | 110,685 | (c) |
IMPAC Secured Assets Corp., 2004-3 1A4 | | | 0.965 | % | | | 11/25/34 | | | | 8,761 | | | | 8,415 | (c) |
Indymac Manufactured Housing Contract, A2-2 | | | 6.170 | % | | | 8/25/29 | | | | 159,127 | | | | 157,782 | |
Lehman Mortgage Trust, 2007-1 2A3, IO | | | 6.465 | % | | | 2/25/37 | | | | 5,133,021 | | | | 1,329,812 | (c) |
MASTR ARM Trust, 2003-3 3A4 | | | 2.109 | % | | | 9/25/33 | | | | 1,275,017 | | | | 1,257,977 | (c) |
MASTR Reperforming Loan Trust, 2006-1 1A1F | | | 0.525 | % | | | 7/25/35 | | | | 3,223,104 | | | | 2,732,734 | (a)(c) |
Merrill Lynch Alternative Note Asset Trust, 2007-OAR1 A1 | | | 0.335 | % | | | 2/25/37 | | | | 1,126,614 | | | | 1,024,097 | (c) |
Merrill Lynch Mortgage Investors Trust, 2004-A3 4A3 | | | 5.047 | % | | | 5/25/34 | | | | 254,949 | | | | 249,946 | (c) |
Morgan Stanley Bank of America Merrill Lynch Trust, 2013-C12 D | | | 4.771 | % | | | 10/15/46 | | | | 1,300,000 | | | | 1,133,929 | (a)(c) |
Morgan Stanley Mortgage Loan Trust, 2004-6AR | | | 2.781 | % | | | 8/25/34 | | | | 57,418 | | | | 55,862 | (c) |
Morgan Stanley Mortgage Loan Trust, 2006-3AR 2A3 | | | 2.835 | % | | | 3/25/36 | | | | 351,859 | | | | 274,011 | (c) |
Nomura Asset Acceptance Corp., 2006-AF2 4A | | | 3.208 | % | | | 8/25/36 | | | | 277,565 | | | | 198,917 | (c) |
Nomura Resecuritization Trust, 2010-4RA 1A2 | | | 0.979 | % | | | 8/26/34 | | | | 1,500,000 | | | | 1,041,030 | (a)(c) |
Residential Accredit Loans Inc., 2006-QO2 A1 | | | 0.385 | % | | | 2/25/46 | | | | 3,715,510 | | | | 1,786,934 | (c) |
Residential Accredit Loans Inc., 2006-QO3 A1 | | | 0.375 | % | | | 4/25/46 | | | | 2,044,931 | | | | 1,011,509 | (c) |
Residential Accredit Loans Inc., 2006-QO3 A2 | | | 0.425 | % | | | 4/25/46 | | | | 1,060,777 | | | | 531,166 | (c) |
Residential Accredit Loans Inc., 2006-QO3 A3 | | | 0.495 | % | | | 4/25/46 | | | | 1,485,013 | | | | 756,258 | (c) |
Residential Accredit Loans Inc., 2007-QO1 A1 | | | 0.315 | % | | | 2/25/47 | | | | 1,915,294 | | | | 1,497,247 | (c) |
Sequoia Mortgage Trust, 2007-4 4A1 | | | 4.712 | % | | | 7/20/47 | | | | 1,026,883 | | | | 905,660 | (c) |
See Notes to Financial Statements.
| | |
| 26 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Collateralized Mortgage Obligations — continued | | | | | | | | | | | | | | | | |
Structured ARM Loan Trust, 2004-04 3A2 | | | 2.495 | % | | | 4/25/34 | | | | 666,069 | | | $ | 665,699 | (c) |
Structured ARM Loan Trust, 2004-07 A1 | | | 0.570 | % | | | 6/25/34 | | | | 15,957 | | | | 14,308 | (c) |
Structured ARM Loan Trust, 2004-16 2A | | | 2.424 | % | | | 11/25/34 | | | | 849,119 | | | | 821,147 | (c) |
Structured ARM Loan Trust, 2004-17 A1 | | | 1.019 | % | | | 11/25/34 | | | | 47,018 | | | | 46,080 | (c) |
Structured ARM Loan Trust, 2005-19XS 1A1 | | | 0.485 | % | | | 10/25/35 | | | | 869,299 | | | | 755,553 | (c) |
Structured ARM Loan Trust, 2005-20 4A1 | | | 5.399 | % | | | 10/25/35 | | | | 1,246,955 | | | | 1,053,206 | (c) |
Structured Asset Mortgage Investments Inc., 2003-AR2 A1 | | | 0.906 | % | | | 12/19/33 | | | | 70,579 | | | | 66,426 | (c) |
Structured Asset Securities Corp., 2002-08A 7A1 | | | 1.829 | % | | | 5/25/32 | | | | 52,000 | | | | 50,353 | (c) |
Structured Asset Securities Corp., 2002-11A 1A1 | | | 1.898 | % | | | 6/25/32 | | | | 3,970 | | | | 3,890 | (c) |
Structured Asset Securities Corp., 2002-16A 1A1 | | | 2.713 | % | | | 8/25/32 | | | | 177,834 | | | | 175,517 | (c) |
Structured Asset Securities Corp., 2002-18A 1A1 | | | 2.743 | % | | | 9/25/32 | | | | 5,634 | | | | 5,533 | (c) |
Structured Asset Securities Corp., 2004-NP1 A | | | 0.965 | % | | | 9/25/33 | | | | 180,681 | | | | 167,427 | (a)(c) |
Structured Asset Securities Corp., 2004-NP2 A | | | 0.515 | % | | | 6/25/34 | | | | 2,164,639 | | | | 1,972,084 | (a)(c) |
Thornburg Mortgage Securities Trust, 2004-1 I2A | | | 1.065 | % | | | 3/25/44 | | | | 27,081 | | | | 23,840 | (c) |
Washington Mutual Inc., Mortgage Pass-Through Certificates, 2006-AR03 A1A | | | 1.109 | % | | | 5/25/46 | | | | 3,967,082 | | | | 2,801,970 | (c) |
Washington Mutual Inc., Mortgage Pass-Through Certificates, 2006-AR04 DA | | | 1.109 | % | | | 6/25/46 | | | | 1,127,830 | | | | 635,422 | (c) |
Washington Mutual Inc., Mortgage Pass-Through Certificates, 2006-AR06 2A | | | 1.099 | % | | | 8/25/46 | | | | 3,911,229 | | | | 2,598,288 | (c) |
Wells Fargo Mortgage-Backed Securities Trust, 2005-AR9 4A1 | | | 2.634 | % | | | 5/25/35 | | | | 184,525 | | | | 182,685 | (c) |
Total Collateralized Mortgage Obligations (Cost — $64,407,920) | | | | 61,825,321 | |
| Convertible Bonds & Notes — 0.0% | | | | | | | | | | | | | | | | |
| Telecommunication Services — 0.0% | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services — 0.0% | | | | | | | | | | | | | | | | |
Axtel SAB de CV, Senior Secured Notes, Step Bond (Cost — $43,244) | | | 7.000 | % | | | 1/31/20 | | | | 285,000 | MXN | | | 30,559 | (a) |
| Mortgage-backed Securities — 6.4% | | | | | | | | | | | | | | | | |
FHLMC — 0.1% | | | | | | | | | | | | | | | | |
Federal Home Loan Mortgage Corp. (FHLMC), Gold | | | 4.000 | % | | | 5/1/43-7/1/43 | | | | 787,884 | | | | 813,251 | |
FNMA — 5.8% | | | | | | | | | | | | | | | | |
Federal National Mortgage Association (FNMA) | | | 5.500 | % | | | 5/1/40 | | | | 1,466,915 | | | | 1,647,447 | |
Federal National Mortgage Association (FNMA) | | | 3.500 | % | | | 4/1/43-10/1/43 | | | | 24,134,408 | | | | 24,031,036 | |
Federal National Mortgage Association (FNMA) | | | 4.000 | % | | | 4/1/43-7/1/43 | | | | 2,336,890 | | | | 2,411,246 | |
Federal National Mortgage Association (FNMA) | | | 3.000 | % | | | 1/13/44 | | | | 800,000 | | | | 759,438 | (i) |
Federal National Mortgage Association (FNMA) | | | 4.000 | % | | | 1/13/44 | | | | 700,000 | | | | 720,562 | (i) |
Federal National Mortgage Association (FNMA) | | | 4.500 | % | | | 1/13/44 | | | | 9,200,000 | | | | 9,748,047 | (i) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 27 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
FNMA — continued | | | | | | | | | | | | | | | | |
Federal National Mortgage Association (FNMA) | | | 5.000 | % | | | 1/13/44 | | | | 2,600,000 | | | $ | 2,823,641 | (i) |
Total FNMA | | | | | | | | | | | | | | | 42,141,417 | |
GNMA — 0.5% | | | | | | | | | | | | | | | | |
Government National Mortgage Association (GNMA) | | | 3.500 | % | | | 1/21/44 | | | | 300,000 | | | | 302,355 | (i) |
Government National Mortgage Association (GNMA) II | | | 4.500 | % | | | 4/20/41 | | | | 415,809 | | | | 446,345 | |
Government National Mortgage Association (GNMA) II | | | 3.500 | % | | | 1/21/44 | | | | 1,900,000 | | | | 1,916,699 | (i) |
Government National Mortgage Association (GNMA) II | | | 4.000 | % | | | 1/21/44 | | | | 1,200,000 | | | | 1,247,672 | (i) |
Total GNMA | | | | | | | | | | | | | | | 3,913,071 | |
Total Mortgage-backed Securities (Cost — $47,687,093) | | | | | | | | 46,867,739 | |
| Municipal Bonds — 1.2% | | | | | | | | | | | | | | | | |
Arizona — 0.0% | | | | | | | | | | | | | | | | |
Arizona State Board of Regents University System Revenue | | | 5.000 | % | | | 7/1/43 | | | | 80,000 | | | | 82,226 | |
California — 0.2% | | | | | | | | | | | | | | | | |
California State, GO | | | 5.000 | % | | | 9/1/23 | | | | 380,000 | | | | 436,103 | |
California State, GO | | | 5.000 | % | | | 11/1/43 | | | | 250,000 | | | | 252,888 | |
California State, GO, Various Purpose | | | 5.000 | % | | | 9/1/25 | | | | 280,000 | | | | 311,010 | |
California State, GO, Various Purpose | | | 5.000 | % | | | 4/1/42 | | | | 250,000 | | | | 252,675 | |
Total California | | | | | | | | | | | | | | | 1,252,676 | |
Connecticut — 0.0% | | | | | | | | | | | | | | | | |
Connecticut State, GO | | | 5.000 | % | | | 7/15/24 | | | | 110,000 | | | | 125,381 | |
Georgia — 0.0% | | | | | | | | | | | | | | | | |
Private Colleges & Universities Authority, GA, Revenue, Emory University | | | 5.000 | % | | | 10/1/43 | | | | 190,000 | | | | 198,324 | |
New Jersey — 0.1% | | | | | | | | | | | | | | | | |
New Jersey State EDA Lease Revenue, Rutgers University | | | 5.000 | % | | | 6/15/46 | | | | 130,000 | | | | 133,641 | |
New Jersey State Transportation Trust Fund Authority, Revenue, Transportation Program | | | 5.000 | % | | | 6/15/38 | | | | 210,000 | | | | 212,738 | |
New Jersey State Transportation Trust Fund Authority, Revenue, Transportation Program | | | 5.000 | % | | | 6/15/42 | | | | 190,000 | | | | 191,321 | |
New Jersey State Turnpike Authority Revenue | | | 5.000 | % | | | 1/1/43 | | | | 130,000 | | | | 131,975 | |
Total New Jersey | | | | | | | | | | | | | | | 669,675 | |
New York — 0.2% | | | | | | | | | | | | | | | | |
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue | | | 5.000 | % | | | 6/15/47 | | | | 90,000 | | | | 91,763 | |
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Second General Resolution | | | 5.000 | % | | | 6/15/47 | | | | 90,000 | | | | 91,688 | |
New York City, NY, TFA Revenue, Future Tax Secured | | | 5.000 | % | | | 11/1/42 | | | | 210,000 | | | | 217,577 | |
New York Liberty Development Corp., Liberty Revenue, 1 WTC Port Authority Constructions | | | 5.000 | % | | | 12/15/41 | | | | 150,000 | | | | 152,157 | |
See Notes to Financial Statements.
| | |
| 28 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
New York — continued | | | | | | | | | | | | | | | | |
New York State Dormitory Authority, State Personal Income Tax Revenue, General Purpose Bonds | | | 5.000 | % | | | 12/15/26 | | | | 90,000 | | | $ | 99,849 | |
New York State Dormitory Authority, State Personal Income Tax Revenue, General Purpose Bonds | | | 5.000 | % | | | 12/15/27 | | | | 150,000 | | | | 164,847 | |
New York State Urban Development Corp. Revenue, State Personal Income Tax | | | 5.000 | % | | | 3/15/27 | | | | 430,000 | | | | 473,550 | |
New York, NY, GO | | | 5.000 | % | | | 8/1/25 | | | | 120,000 | | | | 134,123 | |
Total New York | | | | | | | | | | | | | | | 1,425,554 | |
North Carolina — 0.4% | | | | | | | | | | | | | | | | |
North Carolina State Education Assistance Authority Revenue, Student Loan Backed Notes | | | 1.351 | % | | | 10/25/41 | | | | 3,100,000 | | | | 3,027,026 | (c) |
Ohio — 0.1% | | | | | | | | | | | | | | | | |
Northeast, OH, Regional Sewer District Revenue, Waste Water Revenue Improvement | | | 5.000 | % | | | 11/15/43 | | | | 170,000 | | | | 175,768 | |
Ohio State Turnpike Commission Revenue, Junior Lien-Infrastructure Projects | | | 5.000 | % | | | 2/15/48 | | | | 390,000 | | | | 383,706 | |
Ohio State Turnpike Commission Revenue, Senior Lien | | | 5.000 | % | | | 2/15/48 | | | | 170,000 | | | | 171,851 | |
Total Ohio | | | | | | | | | | | | | | | 731,325 | |
Pennsylvania — 0.0% | | | | | | | | | | | | | | | | |
Pennsylvania State Turnpike Commission Revenue | | | 5.000 | % | | | 12/1/43 | | | | 150,000 | | | | 148,842 | |
Texas — 0.1% | | | | | | | | | | | | | | | | |
San Antonio, TX, Electric and Gas Revenue, Junior Lien | | | 5.000 | % | | | 2/1/43 | | | | 320,000 | | | | 325,594 | |
Utah — 0.0% | | | | | | | | | | | | | | | | |
Utah Transit Authority, Sales Tax Revenue | | | 5.000 | % | | | 6/15/42 | | | | 320,000 | | | | 320,208 | |
Virginia — 0.1% | | | | | | | | | | | | | | | | |
Richmond, VA, GO | | | 5.000 | % | | | 3/1/27 | | | | 100,000 | | | | 112,584 | |
Richmond, VA, GO | | | 5.000 | % | | | 3/1/28 | | | | 100,000 | | | | 111,582 | |
Richmond, VA, GO | | | 5.000 | % | | | 3/1/29 | | | | 110,000 | | | | 121,741 | |
Total Virginia | | | | | | | | | | | | | | | 345,907 | |
Total Municipal Bonds (Cost — $8,504,087) | | | | | | | | | | | | | | | 8,652,738 | |
| Non-U.S. Treasury Inflation Protected Securities — 0.2% | | | | | | | | | | | | | |
Brazil — 0.1% | | | | | | | | | | | | | | | | |
Brazil Nota do Tesouro Nacional, Notes | | | 6.000 | % | | | 5/15/15 | | | | 591,000 | BRL | | | 603,351 | |
Sweden — 0.1% | | | | | | | | | | | | | | | | |
Kingdom of Sweden, Bonds | | | 3.500 | % | | | 12/1/28 | | | | 3,500,000 | SEK | | | 887,808 | |
Total Non-U.S. Treasury Inflation Protected Securities (Cost — $968,200) | | | �� | | | | | 1,491,159 | |
| Senior Loans — 5.6% | | | | | | | | | | | | | | | | |
| Consumer Discretionary — 2.5% | | | | | | | | | | | | | | | | |
Auto Components — 0.2% | | | | | | | | | | | | | | | | |
Schaeffler AG, USD Term Loan C | | | 4.250 | % | | | 1/27/17 | | | | 1,210,000 | | | | 1,219,075 | (j) |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 29 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
Diversified Consumer Services — 0.1% | | | | | | | | | | | | | | | | |
ServiceMaster Co., New Term Loan | | | 4.250 | % | | | 1/31/17 | | | | 990,000 | | | $ | 976,388 | (j) |
Hotels, Restaurants & Leisure — 0.7% | | | | | | | | | | | | | | | | |
Caesars Entertainment Operating Co., Extended Term Loan B6 | | | 5.488 | % | | | 1/26/18 | | | | 1,719,818 | | | | 1,639,202 | (j) |
CCM Merger Inc., New Term Loan B | | | 5.000 | % | | | 3/1/17 | | | | 677,418 | | | | 683,345 | (j) |
Dunkin Brands Inc., Term Loan B3 | | | 3.750 | % | | | 2/14/20 | | | | 982,532 | | | | 985,339 | (j) |
Hilton Worldwide Finance LLC, USD Term Loan B2 | | | 3.750 | % | | | 10/26/20 | | | | 1,184,211 | | | | 1,192,270 | (j) |
MGM Resorts International, Term Loan B | | | 3.500 | % | | | 12/20/19 | | | | 498,741 | | | | 498,325 | (j) |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 4,998,481 | |
Media — 0.6% | | | | | | | | | | | | | | | | |
Charter Communications Operating LLC, Term Loan E | | | 3.000 | % | | | 7/1/20 | | | | 995,000 | | | | 985,050 | (j) |
CSC Holdings Inc., New Term Loan B | | | 2.669 | % | | | 4/17/20 | | | | 735,652 | | | | 727,507 | (j) |
TWCC Holding Corp., REFI Term Loan B | | | 3.500 | % | | | 2/13/17 | | | | 999,365 | | | | 1,002,688 | (j) |
Univision Communications Inc., Converted Extended Term Loan | | | 4.500 | % | | | 3/2/20 | | | | 723,374 | | | | 726,862 | (j) |
Virgin Media Investment Holdings Ltd., USD Term Loan B | | | — | | | | 6/8/20 | | | | 1,000,000 | | | | 1,001,250 | (k) |
Total Media | | | | | | | | | | | | | | | 4,443,357 | |
Specialty Retail — 0.9% | | | | | | | | | | | | | | | | |
Gymboree Corp., Initial Term Loan | | | 5.000 | % | | | 2/23/18 | | | | 1,587,929 | | | | 1,481,538 | (j) |
Leslie’s Poolmart Inc., New Term Loan B | | | 4.250 | % | | | 10/16/19 | | | | 971,860 | | | | 974,776 | (j) |
Michaels Stores Inc., New Term Loan | | | 3.750 | % | | | 1/28/20 | | | | 997,494 | | | | 1,000,916 | (j) |
Party City Holdings Inc., REFI Term Loan B | | | 4.250-5.500 | % | | | 7/29/19 | | | | 3,045,408 | | | | 3,055,305 | (j) |
Total Specialty Retail | | | | | | | | | | | | | | | 6,512,535 | |
Total Consumer Discretionary | | | | | | | | | | | | | | | 18,149,836 | |
| Consumer Staples — 0.3% | | | | | | | | | | | | | | | | |
Food & Staples Retailing — 0.0% | | | | | | | | | | | | | | | | |
Supervalu Inc., REFI Term Loan B | | | 5.000 | % | | | 3/21/19 | | | | 198,484 | | | | 200,261 | (j) |
Food Products — 0.3% | | | | | | | | | | | | | | | | |
Del Monte Foods Co., Term Loan | | | 4.000 | % | | | 3/8/18 | | | | 969,791 | | | | 971,169 | (j) |
H.J. Heinz Co., Term Loan B2 | | | 3.500 | % | | | 6/5/20 | | | | 997,494 | | | | 1,004,291 | (j) |
Total Food Products | | | | | | | | | | | | | | | 1,975,460 | |
Total Consumer Staples | | | | | | | | | | | | | | | 2,175,721 | |
| Energy — 0.4% | | | | | | | | | | | | | | | | |
Oil, Gas & Consumable Fuels — 0.4% | | | | | | | | | | | | | | | | |
Arch Coal Inc., Term Loan B | | | 6.250 | % | | | 5/16/18 | | | | 1,187,950 | | | | 1,170,428 | (j) |
Chesapeake Energy Corp., New Unsecured Term Loan | | | 5.750 | % | | | 12/1/17 | | | | 1,000,000 | | | | 1,020,179 | (j) |
Peabody Energy Corp., Term Loan B | | | 4.250 | % | | | 9/24/20 | | | | 618,450 | | | | 622,315 | (j) |
Total Energy | | | | | | | | | | | | | | | 2,812,922 | |
See Notes to Financial Statements.
| | |
| 30 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Health Care — 0.9% | | | | | | | | | | | | | | | | |
Health Care Equipment & Supplies — 0.2% | | | | | | | | | | | | | | | | |
Biomet Inc., Term Loan B2 | | | 3.665-3.746 | % | | | 7/25/17 | | | | 995,000 | | | $ | 1,001,835 | (j) |
Health Care Providers & Services — 0.3% | | | | | | | | | | | | | | | | |
Radnet Management Inc., Term Loan B | | | 4.250-5.500 | % | | | 10/10/18 | | | | 1,994,952 | | | | 1,977,496 | (j) |
Health Care Technology — 0.1% | | | | | | | | | | | | | | | | |
Multiplan Inc., New Term Loan B | | | 4.000 | % | | | 8/25/17 | | | | 923,445 | | | | 929,217 | (j) |
Life Sciences Tools & Services — 0.1% | | | | | | | | | | | | | | | | |
Pharmaceutical Product Development Inc., New Term Loan B | | | 4.000 | % | | | 12/5/18 | | | | 994,975 | | | | 1,001,008 | (j) |
Pharmaceuticals — 0.2% | | | | | | | | | | | | | | | | |
Par Pharmaceutical Cos. Inc., REFI Term Loan B | | | 4.250 | % | | | 9/30/19 | | | | 1,237,500 | | | | 1,242,759 | (j) |
Total Health Care | | | | | | | | | | | | | | | 6,152,315 | |
| Industrials — 0.5% | | | | | | | | | | | | | | | | |
Commercial Services & Supplies — 0.2% | | | | | | | | | | | | | | | | |
Language Line LLC, New Term Loan B | | | 6.250 | % | | | 6/20/16 | | | | 251,674 | | | | 250,258 | (j) |
Monitronics International Inc., New Term Loan B | | | 4.250 | % | | | 3/23/18 | | | | 994,975 | | | | 1,002,437 | (j) |
Total Commercial Services & Supplies | | | | | | | | | | | | | | | 1,252,695 | |
Machinery — 0.3% | | | | | | | | | | | | | | | | |
Gardner Denver Inc., USD Term Loan | | | 4.250 | % | | | 7/30/20 | | | | 997,500 | | | | 998,248 | (j) |
Intelligrated Inc., First Lien Term Loan | | | 4.500 | % | | | 7/30/18 | | | | 987,504 | | | | 989,356 | (j) |
Silver II U.S. Holdings LLC, Term Loan | | | 4.000 | % | | | 12/13/19 | | | | 489,987 | | | | 489,834 | (j) |
Total Machinery | | | | | | | | | | | | | | | 2,477,438 | |
Total Industrials | | | | | | | | | | | | | | | 3,730,133 | |
| Information Technology — 0.2% | | | | | | | | | | | | | | | | |
Computers & Peripherals — 0.1% | | | | | | | | | | | | | | | | |
SunGard Data Systems Inc., Term Loan E | | | 4.000 | % | | | 3/9/20 | | | | 640,997 | | | | 645,805 | (j) |
IT Services — 0.1% | | | | | | | | | | | | | | | | |
First Data Corp., Extended 2018 Term Loan B | | | 4.164 | % | | | 3/23/18 | | | | 612,309 | | | | 612,539 | (j) |
Software — 0.0% | | | | | | | | | | | | | | | | |
Activision Blizzard Inc., Term Loan B | | | 3.250 | % | | | 10/12/20 | | | | 399,000 | | | | 401,063 | (j) |
Total Information Technology | | | | | | | | | | | | | | | 1,659,407 | |
| Materials — 0.2% | | | | | | | | | | | | | | | | |
Chemicals — 0.1% | | | | | | | | | | | | | | | | |
Kronos Inc., REFI Term Loan | | | 4.500 | % | | | 10/30/19 | | | | 994,649 | | | | 1,001,695 | (j) |
Metals & Mining — 0.1% | | | | | | | | | | | | | | | | |
FMG Resources (August 2006) Pty Ltd., New Term Loan B | | | 4.250 | % | | | 6/28/19 | | | | 646,380 | | | | 654,998 | (j) |
Total Materials | | | | | | | | | | | | | | | 1,656,693 | |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 31 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| Telecommunication Services — 0.4% | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services — 0.1% | | | | | | | | | | | | | | | | |
Intelsat Jackson Holdings SA, Term Loan B1 | | | 3.750 | % | | | 4/2/18 | | | | 478,252 | | | $ | 479,593 | (j) |
Windstream Corp., Term Loan B4 | | | 3.500 | % | | | 1/23/20 | | | | 748,111 | | | | 748,485 | (j) |
Total Diversified Telecommunication Services | | | | | | | | | | | | | | | 1,228,078 | |
Wireless Telecommunication Services — 0.3% | | | | | | | | | | | | | | | | |
Telesat LLC, USD Term Loan B2 | | | 3.500 | % | | | 3/28/19 | | | | 1,975,078 | | | | 1,980,427 | (j) |
Total Telecommunication Services | | | | | | | | | | | | | | | 3,208,505 | |
| Utilities — 0.2% | | | | | | | | | | | | | | | | |
Electric Utilities — 0.2% | | | | | | | | | | | | | | | | |
Equipower Resources Holdings LLC, First Lien Term Loan | | | 4.250 | % | | | 12/21/18 | | | | 975,340 | | | | 977,779 | (j) |
Independent Power Producers & Energy Traders — 0.0% | | | | | | | | | | | | | | | | |
Windsor Financing LLC, Term Loan B | | | 6.250 | % | | | 12/5/17 | | | | 140,463 | | | | 143,974 | (j) |
Total Utilities | | | | | | | | | | | | | | | 1,121,753 | |
Total Senior Loans (Cost — $40,672,512) | | | | | | | | | | | | 40,667,285 | |
| Sovereign Bonds — 5.9% | | | | | | | | | | | | | | | | |
Brazil — 0.8% | | | | | | | | | | | | | | | | |
Federative Republic of Brazil, Notes | | | 10.000 | % | | | 1/1/14 | | | | 443,000 | BRL | | | 187,772 | |
Federative Republic of Brazil, Notes | | | 10.000 | % | | | 1/1/17 | | | | 13,735,000 | BRL | | | 5,503,425 | |
Federative Republic of Brazil, Notes | | | 10.000 | % | | | 1/1/21 | | | | 575,000 | BRL | | | 211,847 | |
Total Brazil | | | | | | | | | | | | | | | 5,903,044 | |
Hungary — 0.2% | | | | | | | | | | | | | | | | |
Hungary Government Bond, Bonds | | | 6.500 | % | | | 6/24/19 | | | | 345,020,000 | HUF | | | 1,721,115 | |
Italy — 2.4% | | | | | | | | | | | | | | | | |
Italy Buoni Poliennali Del Tesoro, Senior Bonds | | | 3.500 | % | | | 12/1/18 | | | | 12,490,000 | EUR | | | 17,818,237 | |
Malaysia — 0.3% | | | | | | | | | | | | | | | | |
Federation of Malaysia, Bonds | | | 4.160 | % | | | 7/15/21 | | | | 7,530,000 | MYR | | | 2,310,442 | |
Mexico — 0.7% | | | | | | | | | | | | | | | | |
United Mexican States, Bonds | | | 6.500 | % | | | 6/9/22 | | | | 61,730,900 | MXN | | | 4,779,588 | |
United Mexican States, Bonds | | | 10.000 | % | | | 12/5/24 | | | | 1,570,000 | MXN | | | 153,546 | |
Total Mexico | | | | | | | | | | | | | | | 4,933,134 | |
Poland — 0.5% | | | | | | | | | | | | | | | | |
Republic of Poland, Bonds | | | 5.250 | % | | | 10/25/20 | | | | 9,180,000 | PLN | | | 3,258,886 | |
Russia — 0.8% | | | | | | | | | | | | | | | | |
Russian Federal Bond, Senior Bonds | | | 7.000 | % | | | 1/25/23 | | | | 202,000,000 | RUB | | | 5,923,475 | |
Thailand — 0.2% | | | | | | | | | | | | | | | | |
Kingdom of Thailand, Senior Bonds | | | 3.250 | % | | | 6/16/17 | | | | 50,740,000 | THB | | | 1,556,637 | |
Total Sovereign Bonds (Cost — $44,431,123) | | | | | | | | | | | | 43,424,970 | |
See Notes to Financial Statements.
| | |
| 32 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount† | | | Value | |
| U.S. Government & Agency Obligations — 12.6% | | | | | | | | | | | | | | | | |
U.S. Government Obligations — 12.6% | | | | | | | | | | | | | | | | |
U.S. Treasury Bonds | | | 4.375 | % | | | 5/15/41 | | | | 430,000 | | | $ | 466,550 | |
U.S. Treasury Bonds | | | 3.125 | % | | | 11/15/41 | | | | 2,325,000 | | | | 2,008,219 | |
U.S. Treasury Bonds | | | 3.125 | % | | | 2/15/42 | | | | 1,790,000 | | | | 1,543,317 | |
U.S. Treasury Bonds | | | 3.000 | % | | | 5/15/42 | | | | 475,000 | | | | 398,332 | |
U.S. Treasury Bonds | | | 2.750 | % | | | 8/15/42 | | | | 130,000 | | | | 103,005 | |
U.S. Treasury Bonds | | | 2.750 | % | | | 11/15/42 | | | | 120,000 | | | | 94,875 | |
U.S. Treasury Bonds | | | 3.625 | % | | | 8/15/43 | | | | 6,420,000 | | | | 6,062,888 | |
U.S. Treasury Bonds | | | 3.750 | % | | | 11/15/43 | | | | 4,810,000 | | | | 4,649,163 | |
U.S. Treasury Notes | | | 1.875 | % | | | 2/28/14 | | | | 1,520,000 | | | | 1,524,274 | |
U.S. Treasury Notes | | | 0.250 | % | | | 9/15/15 | | | | 80,000 | | | | 79,934 | |
U.S. Treasury Notes | | | 0.250 | % | | | 10/15/15 | | | | 70,000 | | | | 69,910 | |
U.S. Treasury Notes | | | 1.000 | % | | | 8/31/16 | | | | 950,000 | | | | 958,906 | |
U.S. Treasury Notes | | | 0.750 | % | | | 6/30/17 | | | | 860,000 | | | | 850,930 | |
U.S. Treasury Notes | | | 0.500 | % | | | 7/31/17 | | | | 1,670,000 | | | | 1,634,903 | |
U.S. Treasury Notes | | | 0.750 | % | | | 10/31/17 | | | | 1,160,000 | | | | 1,138,975 | |
U.S. Treasury Notes | | | 0.625 | % | | | 11/30/17 | | | | 9,410,000 | | | | 9,174,750 | |
U.S. Treasury Notes | | | 0.625 | % | | | 4/30/18 | | | | 2,800,000 | | | | 2,700,250 | |
U.S. Treasury Notes | | | 1.375 | % | | | 7/31/18 | | | | 30,000 | | | | 29,730 | |
U.S. Treasury Notes | | | 1.500 | % | | | 8/31/18 | | | | 720,000 | | | | 716,344 | |
U.S. Treasury Notes | | | 1.250 | % | | | 11/30/18 | | | | 630,000 | | | | 616,514 | |
U.S. Treasury Notes | | | 1.250 | % | | | 4/30/19 | | | | 24,650,000 | | | | 23,881,610 | |
U.S. Treasury Notes | | | 1.000 | % | | | 9/30/19 | | | | 17,190,000 | | | | 16,228,426 | |
U.S. Treasury Notes | | | 1.250 | % | | | 10/31/19 | | | | 4,680,000 | | | | 4,476,345 | |
U.S. Treasury Notes | | | 1.125 | % | | | 12/31/19 | | | | 6,700,000 | | | | 6,327,835 | |
U.S. Treasury Notes | | | 2.125 | % | | | 8/31/20 | | | | 840,000 | | | | 829,238 | |
U.S. Treasury Notes | | | 1.625 | % | | | 8/15/22 | | | | 960,000 | | | | 872,175 | |
U.S. Treasury Notes | | | 1.750 | % | | | 5/15/23 | | | | 3,200,000 | | | | 2,884,250 | |
U.S. Treasury Notes | | | 2.500 | % | | | 8/15/23 | | | | 1,920,000 | | | | 1,843,799 | |
Total U.S. Government & Agency Obligations (Cost — $96,434,423) | | | | | | | | 92,165,447 | |
| U.S. Treasury Inflation Protected Securities — 1.4% | | | | | | | | | |
U.S. Treasury Bonds, Inflation Indexed | | | 2.125 | % | | | 2/15/40 | | | | 1,620,930 | | | | 1,821,267 | |
U.S. Treasury Bonds, Inflation Indexed | | | 0.625 | % | | | 2/15/43 | | | | 6,816,689 | | | | 5,241,393 | |
U.S. Treasury Notes, Inflation Indexed | | | 0.375 | % | | | 7/15/23 | | | | 3,412,376 | | | | 3,291,077 | |
Total U.S. Treasury Inflation Protected Securities (Cost — $11,252,829) | | | | 10,353,737 | |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 33 |
Schedule of investments (cont’d)
December 31, 2013
Western Asset Total Return Unconstrained Fund
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | | | | Shares | | | Value | |
| Common Stocks — 0.0% | | | | | | | | | | | | | | | | |
| Consumer Discretionary — 0.0% | | | | | | | | | | | | | | | | |
Hotels, Restaurants & Leisure — 0.0% | | | | | | | | | | | | | | | | |
Tropicana Entertainment Inc.(Cost — $284,300) | | | | 17,138 | | | $ | 299,915 | * |
| Preferred Stocks — 0.6% | | | | | | | | | | | | | | | | |
| Financials — 0.6% | | | | | | | | | | | | | | | | |
Consumer Finance — 0.6% | | | | | | | | | | | | | | | | |
GMAC Capital Trust I (Cost — $3,961,616) | | | 8.125 | % | | | | | | | 158,099 | | | | 4,227,567 | (c) |
| | | | |
| | | | | | Expiration
Date | | | Contracts | | | | |
| Purchased Options — 0.0% | | | | | | | | | | | | | | | | |
U.S. Dollar/Eurodollar, Call @ $1.35 | | | | | | | 1/6/14 | | | | 8,600,000 | | | | 483 | |
U.S. Dollar/Eurodollar, Call @ $1.36 | | | | | | | 2/16/14 | | | | 10,940,000 | | | | 64,844 | |
Total Purchased Options (Cost — $195,681) | | | | | | | | | | | | | | | 65,327 | |
Total Investments before Short-Term Investments (Cost — $593,307,341) | | | | | | | | 588,457,930 | |
| | | | |
| | | | | | Maturity
Date | | | Face
Amount† | | | | |
| Short-Term Investments — 21.3% | | | | | | | | | | | | | | | | |
U.S. Government Agencies — 12.1% | | | | | | | | | | | | | | | | |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.110 | % | | | 2/14/14 | | | | 35,000,000 | | | | 34,995,294 | (l) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.089 | % | | | 3/24/14 | | | | 15,000,000 | | | | 14,998,650 | (l) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.093 | % | | | 4/28/14 | | | | 14,000,000 | | | | 13,997,298 | (l) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.129 | % | | | 6/16/14 | | | | 15,000,000 | | | | 14,994,495 | (l) |
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes | | | 0.130 | % | | | 6/23/14 | | | | 10,000,000 | | | | 9,996,180 | (l) |
Total U.S. Government Agencies (Cost — $88,972,852) | | | | | | | | | | | | 88,981,917 | |
Repurchase Agreements — 9.2% | | | | | | | | | | | | | | | | |
Bank of America repurchase agreement dated 12/31/13; Proceeds at maturity — $67,304,004; (Fully collateralized by U.S. government obligations, 6.125% due 11/15/27; Market value — $68,650,090) (Cost — $67,304,000) | | | 0.001 | % | | | 1/2/14 | | | | 67,304,000 | | | | 67,304,000 | |
Total Short-Term Investments (Cost — $156,276,852) | | | | | | | | | | | | | | | 156,285,917 | |
Total Investments — 101.6% (Cost — $749,584,193#) | | | | | | | | | | | | | | | 744,743,847 | |
Liabilities in Excess of Other Assets — (1.6)% | | | | | | | | | | | | | | | (11,682,261 | ) |
Total Net Assets — 100.0% | | | | | | | | | | | | | | $ | 733,061,586 | |
See Notes to Financial Statements.
| | |
| 34 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Western Asset Total Return Unconstrained Fund
| † | Face amount denominated in U.S. dollars, unless otherwise noted. |
| * | Non-income producing security. |
| (a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted. |
| (b) | Payment-in-kind security for which the issuer has the option at each interest payment date of making interest payments in cash or additional debt securities. |
| (c) | Variable rate security. Interest rate disclosed is as of the most recent information available. |
| (d) | Security has no maturity date. The date shown represents the next call date. |
| (e) | The coupon payment on these securities is currently in default as of December 31, 2013. |
| (f) | Security is valued in good faith in accordance with procedures approved by the Board of Directors (See Note 1). |
| (g) | Illiquid security (unaudited). |
| (h) | Value is less than $1. |
| (i) | This security is traded on a to-be-announced (“TBA”) basis (See Note 1). |
| (j) | Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan. |
| (k) | All or a portion of this loan is unfunded as of December 31, 2013. The interest rate for fully unfunded term loans is to be determined. |
| (l) | Rate shown represents yield-to-maturity. |
| # | Aggregate cost for federal income tax purposes is $749,748,010. |
| | |
Abbreviations used in this schedule: |
| ARM | | — Adjustable Rate Mortgage |
| BRL | | — Brazilian Real |
| CDO | | — Collateralized Debt Obligation |
| CLO | | — Collateral Loan Obligation |
| EUR | | — Euro |
| GO | | — General Obligation |
| HUF | | — Hungarian Forint |
| IO | | — Interest Only |
| MXN | | — Mexican Peso |
| MYR | | — Malaysian Ringgit |
| PLN | | — Polish Zloty |
| PO | | — Principal Only |
| RUB | | — Russian Ruble |
| SEK | | — Swedish Krona |
| THB | | — Thai Baht |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 35 |
Statement of assets and liabilities
December 31, 2013
| | | | |
| |
| Assets: | | | | |
Investments, at value (Cost — $749,584,193) | | $ | 744,743,847 | |
Foreign currency, at value (Cost — $2,359,733) | | | 2,272,899 | |
Cash | | | 1,121,963 | |
Receivable for securities sold | | | 18,204,132 | |
Interest receivable | | | 4,431,238 | |
Deposits with brokers for open futures contracts | | | 2,560,135 | |
Deposits with brokers for centrally cleared swap contracts | | | 1,179,140 | |
Deposits with brokers for OTC swap contracts | | | 1,100,000 | |
Receivable for Fund shares sold | | | 861,276 | |
Unrealized appreciation on forward foreign currency contracts | | | 856,723 | |
Receivable from broker — variation margin on open futures contracts | | | 292,443 | |
Foreign currency collateral for open futures contracts, at value (Cost — $200,870) | | | 212,608 | |
Receivable for open OTC swap contracts | | | 6 | |
Prepaid expenses | | | 51,031 | |
Other receivable | | | 10,296 | |
Total Assets | | | 777,897,737 | |
| |
| Liabilities: | | | | |
Payable for securities purchased | | | 37,590,282 | |
Payable for Fund shares repurchased | | | 4,427,588 | |
OTC swaps, at value (premiums received — $20,902) | | | 1,175,895 | |
Unrealized depreciation on forward foreign currency contracts | | | 834,783 | |
Investment management fee payable | | | 455,811 | |
Distributions payable | | | 108,347 | |
Payable to broker — variation margin on centrally cleared swaps | | | 68,581 | |
Service and/or distribution fees payable | | | 53,137 | |
Payable for open OTC swap contracts | | | 22,299 | |
Directors’ fees payable | | | 220 | |
Accrued expenses | | | 99,208 | |
Total Liabilities | | | 44,836,151 | |
| Total Net Assets | | $ | 733,061,586 | |
| |
| Net Assets: | | | | |
Par value (Note 7) | | $ | 69,533 | |
Paid-in capital in excess of par value | | | 767,648,592 | |
Undistributed net investment income | | | 1,068,248 | |
Accumulated net realized loss on investments, futures contracts, written options, swap contracts
and foreign currency transactions | | | (32,068,743) | |
Net unrealized depreciation on investments, futures contracts, swap contracts and foreign currencies | | | (3,656,044) | |
| Total Net Assets | | $ | 733,061,586 | |
See Notes to Financial Statements.
| | |
| 36 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | |
| |
| Shares Outstanding: | | | | |
Class A | | | 2,168,931 | |
Class C | | | 468,941 | |
Class FI | | | 19,980,164 | |
Class R | | | 990 | |
Class I | | | 23,281,391 | |
Class IS | | | 23,632,491 | |
| |
| Net Asset Value: | | | | |
Class A (and redemption price) | | | $10.55 | |
Class C* | | | $10.55 | |
Class FI (and redemption price) | | | $10.54 | |
Class R (and redemption price) | | | $10.55 | |
Class I (and redemption price) | | | $10.55 | |
Class IS (and redemption price) | | | $10.54 | |
| Maximum Public Offering Price Per Share: | | | | |
Class A (based on maximum initial sales charge of 4.25%) | | | $11.02 | |
| * | Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC, if shares are redeemed within one year from purchase payment (See Note 2). |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 37 |
Statement of operations
For the Year Ended December 31, 2013
| | | | |
| |
| Investment Income: | | | | |
Interest | | $ | 16,595,247 | |
Dividends | | | 321,139 | |
Less: Foreign taxes withheld | | | (65) | |
Total Investment Income | | | 16,916,321 | |
| |
| Expenses: | | | | |
Investment management fee (Note 2) | | | 4,330,531 | |
Service and/or distribution fees (Notes 2 and 5) | | | 436,120 | |
Transfer agent fees (Note 5) | | | 349,171 | |
Registration fees | | | 104,827 | |
Fund accounting fees | | | 70,826 | |
Audit and tax | | | 63,423 | |
Fees recaptured by investment manager (Note 2) | | | 33,725 | |
Shareholder reports | | | 33,714 | |
Directors’ fees | | | 28,114 | |
Legal fees | | | 27,288 | |
Custody fees | | | 22,436 | |
Insurance | | | 9,087 | |
Miscellaneous expenses | | | 10,511 | |
Total Expenses | | | 5,519,773 | |
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5) | | | (107,701) | |
Net Expenses | | | 5,412,072 | |
| Net Investment Income | | | 11,504,249 | |
| |
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Written Options,
Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4): | | | | |
Net Realized Gain (Loss) From: | | | | |
Investment transactions | | | (5,258,809) | |
Futures contracts | | | 4,851,697 | |
Written options | | | 493,442 | |
Swap contracts | | | (811,497) | |
Foreign currency transactions | | | 694,899 | |
Net Realized Loss | | | (30,268) | |
Change in Net Unrealized Appreciation (Depreciation) From: | | | | |
Investments | | | (5,669,963) | |
Futures contracts | | | 2,585,737 | |
Swap contracts | | | (1,462,313) | |
Foreign currencies | | | (444,887) | |
Change in Net Unrealized Appreciation (Depreciation) | | | (4,991,426) | |
Net Loss on Investments, Futures Contracts, Written Options, Swap Contracts
and Foreign Currency Transactions | | | (5,021,694) | |
| Increase in Net Assets From Operations | | $ | 6,482,555 | |
See Notes to Financial Statements.
| | |
| 38 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Statements of changes in net assets
| | | | | | | | |
| For the Years Ended December 31, | | 2013 | | | 2012 | |
| | |
| Operations: | | | | | | | | |
Net investment income | | $ | 11,504,249 | | | $ | 8,994,550 | |
Net realized loss | | | (30,268) | | | | (7,694,016) | |
Change in net unrealized appreciation (depreciation) | | | (4,991,426) | | | | 24,798,059 | |
Increase in Net Assets From Operations | | | 6,482,555 | | | | 26,098,593 | |
| | |
| Distributions to Shareholders From (Notes 1 and 6): | | | | | | | | |
Net investment income | | | (11,661,218) | | | | (8,936,983) | |
Decrease in Net Assets From Distributions to Shareholders | | | (11,661,218) | | | | (8,936,983) | |
| | |
| Fund Share Transactions (Note 7): | | | | | | | | |
Net proceeds from sale of shares | | | 392,171,838 | | | | 232,956,593 | |
Reinvestment of distributions | | | 11,213,470 | | | | 8,315,678 | |
Cost of shares repurchased | | | (151,443,194) | | | | (76,567,216) | |
Increase in Net Assets From Fund Share Transactions | | | 251,942,114 | | | | 164,705,055 | |
Increase in Net Assets | | | 246,763,451 | | | | 181,866,665 | |
| | |
| Net Assets: | | | | | | | | |
Beginning of year | | | 486,298,135 | | | | 304,431,470 | |
End of year* | | $ | 733,061,586 | | | $ | 486,298,135 | |
* Includes undistributed net investment income of: | | | $1,068,248 | | | | $934,658 | |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 39 |
Financial highlights
| | | | | | | | |
For a share of each class of capital stock outstanding throughout each year ended December 31,
unless otherwise noted: | |
| Class A Shares1 | | 2013 | | | 20122 | |
| | |
| Net asset value, beginning of year | | | $10.64 | | | | $10.35 | |
| | |
| Income (loss) from operations: | | | | | | | | |
Net investment income | | | 0.19 | | | | 0.09 | |
Net realized and unrealized gain (loss) | | | (0.10) | | | | 0.33 | |
Total income from operations | | | 0.09 | | | | 0.42 | |
| | |
| Less distributions from: | | | | | | | | |
Net investment income | | | (0.18) | | | | (0.13) | |
Total distributions | | | (0.18) | | | | (0.13) | |
| | |
| Net asset value, end of year | | | $10.55 | | | | $10.64 | |
Total return3 | | | 0.87 | % | | | 4.12 | % |
| | |
| Net assets, end of year (000s) | | | $22,877 | | | | $2,546 | |
| | |
| Ratios to average net assets: | | | | | | | | |
Gross expenses | | | 1.17 | %4 | | | 1.19 | %5 |
Net expenses6,7,8 | | | 1.17 | 4 | | | 1.16 | 5 |
Net investment income | | | 1.80 | | | | 1.38 | 5 |
| | |
| Portfolio turnover rate9 | | | 65 | % | | | 85 | % |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | For the period April 30, 2012 (commencement of operations) to December 31, 2012. |
| 3 | Performance figures, exclusive of sales charges, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
| 4 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 6 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 7 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets of Class A shares did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. |
| 8 | Reflects fee waivers and/or expense reimbursements. |
| 9 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the year ended December 31, 2013 and 132% for the period ended December 31, 2012. |
See Notes to Financial Statements.
| | |
| 40 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | |
For a share of each class of capital stock outstanding throughout each year ended December 31,
unless otherwise noted: | |
| Class C Shares1 | | 2013 | | | 20122 | |
| | |
| Net asset value, beginning of year | | | $10.64 | | | | $10.35 | |
| | |
| Income (loss) from operations: | | | | | | | | |
Net investment income | | | 0.10 | | | | 0.06 | |
Net realized and unrealized gain (loss) | | | (0.09) | | | | 0.31 | |
Total income from operations | | | 0.01 | | | | 0.37 | |
| | |
| Less distributions from: | | | | | | | | |
Net investment income | | | (0.10) | | | | (0.08) | |
Total distributions | | | (0.10) | | | | (0.08) | |
| | |
| Net asset value, end of year | | | $10.55 | | | | $10.64 | |
Total return3 | | | 0.05 | % | | | 3.58 | % |
| | |
| Net assets, end of year (000s) | | | $4,946 | | | | $141 | |
| | |
| Ratios to average net assets: | | | | | | | | |
Gross expenses | | | 2.03 | %4 | | | 2.10 | %5 |
Net expenses6,7,8 | | | 1.99 | 4 | | | 1.91 | 5 |
Net investment income | | | 0.94 | | | | 0.87 | 5 |
| | |
| Portfolio turnover rate9 | | | 65 | % | | | 85 | % |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | For the period April 30, 2012 (commencement of operations) to December 31, 2012. |
| 3 | Performance figures, exclusive of CDSC, may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
| 4 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 6 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 7 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets of Class C shares did not exceed 2.00%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. |
| 8 | Reflects fee waivers and/or expense reimbursements. |
| 9 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the year ended December 31, 2013 and 132% for the period ended December 31, 2012. |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 41 |
Financial highlights (cont’d)
| | | | | | | | | | | | | | | | | | | | |
| For a share of each class of capital stock outstanding throughout each year ended December 31: | |
| Class FI Shares1,2 | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| | | | | |
| Net asset value, beginning of year | | | $10.63 | | | | $10.13 | | | | $10.22 | | | | $9.79 | | | | $7.82 | |
| | | | | |
| Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.19 | | | | 0.20 | | | | 0.28 | | | | 0.36 | | | | 0.43 | |
Net realized and unrealized gain (loss) | | | (0.09) | | | | 0.53 | | | | (0.11) | | | | 0.41 | | | | 2.05 | |
Total income from operations | | | 0.10 | | | | 0.73 | | | | 0.17 | | | | 0.77 | | | | 2.48 | |
| | | | | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.19) | | | | (0.23) | | | | (0.26) | | | | (0.30) | | | | (0.51) | |
Return of capital | | | — | | | | — | | | | — | | | | (0.04) | | | | — | |
Total distributions | | | (0.19) | | | | (0.23) | | | | (0.26) | | | | (0.34) | | | | (0.51) | |
| | | | | |
| Net asset value, end of year | | | $10.54 | | | | $10.63 | | | | $10.13 | | | | $10.22 | | | | $9.79 | |
Total return3 | | | 0.91 | % | | | 7.29 | % | | | 1.69 | % | | | 7.99 | % | | | 32.55 | % |
| | | | | |
| Net assets, end of year (000s) | | | $210,594 | | | | $112,307 | | | | $3,613 | | | | $2,024 | | | | $4,265 | |
| | | | | |
| Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 1.18 | %4 | | | 1.20 | % | | | 1.37 | % | | | 1.25 | % | | | 1.42 | % |
Net expenses5,6 | | | 1.14 | 4,7 | | | 1.10 | 7 | | | 1.05 | | | | 1.05 | | | | 1.05 | |
Net investment income | | | 1.80 | | | | 1.87 | | | | 2.79 | | | | 3.58 | | | | 4.70 | |
| | | | | |
| Portfolio turnover rate | | | 65 | %8 | | | 85 | %8 | | | 142 | %8 | | | 131 | % | | | 258 | % |
| 1 | In April 2010, Financial Intermediary Class shares were renamed Class FI shares. |
| 2 | Per share amounts have been calculated using the average shares method. |
| 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 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 5 | Reflects fee waivers and/or expense reimbursements. |
| 6 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 7 | As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class FI shares did not exceed 1.20%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total annual operating expenses are not expected to exceed 1.15%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement, the ratio of expense to average net assets of Class FI shares did not exceed 1.05%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses. |
| 8 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and 162% for the years ended December 31, 2013, 2012 and 2011, respectively. |
See Notes to Financial Statements.
| | |
| 42 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | |
For a share of each class of capital stock outstanding throughout each year ended December 31,
unless otherwise noted: | |
| Class R Shares1 | | 2013 | | | 20122 | |
| | |
| Net asset value, beginning of year | | | $10.64 | | | | $10.35 | |
| | |
| Income (loss) from operations: | | | | | | | | |
Net investment income | | | 0.15 | | | | 0.11 | |
Net realized and unrealized gain (loss) | | | (0.09) | | | | 0.29 | |
Total income from operations | | | 0.06 | | | | 0.40 | |
| | |
| Less distributions from: | | | | | | | | |
Net investment income | | | (0.15) | | | | (0.11) | |
Total distributions | | | (0.15) | | | | (0.11) | |
| | |
| Net asset value, end of year | | | $10.55 | | | | $10.64 | |
Total return3 | | | 0.54 | % | | | 3.91 | % |
| | |
| Net assets, end of year (000s) | | | $10 | | | | $10 | |
| | |
| Ratios to average net assets: | | | | | | | | |
Gross expenses | | | 1.65 | %4 | | | 1.58 | %5 |
Net expenses6,7,8 | | | 1.50 | 4 | | | 1.50 | 5 |
Net investment income | | | 1.41 | | | | 1.60 | 5 |
| | |
| Portfolio turnover rate9 | | | 65 | % | | | 85 | % |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | For the period April 30, 2012 (commencement of operations) to December 31, 2012. |
| 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. Total returns for periods of less than one year are not annualized. |
| 4 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 6 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 7 | Reflects fee waivers and/or expense reimbursements. |
| 8 | As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets of Class R shares did not exceed 1.50%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. |
| 9 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the year ended December 31, 2013 and 132% for the period ended December 31, 2012. |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 43 |
Financial highlights (cont’d)
| | | | | | | | | | | | | | | | | | | | |
| For a share of each class of capital stock outstanding throughout each year ended December 31: | |
| Class I Shares1,2 | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| | | | | |
| Net asset value, beginning of year | | | $10.64 | | | | $10.14 | | | | $10.22 | | | | $9.80 | | | | $7.81 | |
| | | | | |
| Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.22 | | | | 0.26 | | | | 0.31 | | | | 0.38 | | | | 0.46 | |
Net realized and unrealized gain (loss) | | | (0.10) | | | | 0.50 | | | | (0.10) | | | | 0.41 | | | | 2.03 | |
Total income from operations | | | 0.12 | | | | 0.76 | | | | 0.21 | | | | 0.79 | | | | 2.49 | |
| | | | | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.21) | | | | (0.26) | | | | (0.29) | | | | (0.33) | | | | (0.50) | |
Return of capital | | | — | | | | — | | | | — | | | | (0.04) | | | | — | |
Total distributions | | | (0.21) | | | | (0.26) | | | | (0.29) | | | | (0.37) | | | | (0.50) | |
| | | | | |
| Net asset value, end of year | | | $10.55 | | | | $10.64 | | | | $10.14 | | | | $10.22 | | | | $9.80 | |
Total return3 | | | 1.18 | % | | | 7.53 | % | | | 2.04 | % | | | 8.14 | % | | | 32.89 | % |
| | | | | |
| Net assets, end of year (000s) | | | $245,613 | | | | $163,240 | | | | $110,681 | | | | $81,809 | | | | $99,271 | |
| | | | | |
| Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.89 | % | | | 0.90 | % | | | 0.85 | %4 | | | 0.85 | % | | | 0.85 | % |
Net expenses5 | | | 0.87 | 6,7 | | | 0.84 | 6,7 | | | 0.80 | 4,7 | | | 0.80 | 7 | | | 0.80 | |
Net investment income | | | 2.06 | | | | 2.46 | | | | 3.07 | | | | 3.78 | | | | 5.20 | |
| | | | | |
| Portfolio turnover rate | | | 65 | %8 | | | 85 | %8 | | | 142 | %8 | | | 131 | % | | | 258 | % |
| 1 | In April 2010, Institutional Class shares were renamed Class I shares. |
| 2 | Per share amounts have been calculated using the average shares method. |
| 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 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 5 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 6 | As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class I shares did not exceed 0.95%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total annual operating expenses are not expected to exceed 0.90%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement, the ratio of expenses to average net assets of Class I shares did not exceed 0.80%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses. |
| 7 | Reflects fee waivers and/or expense reimbursements. |
| 8 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and 162% for the years ended December 31, 2013, 2012 and 2011, respectively. |
See Notes to Financial Statements.
| | |
| 44 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | | | | | | | | | | | | | |
| For a share of each class of capital stock outstanding throughout each year ended December 31: | |
| Class IS Shares1,2 | | 2013 | | | 2012 | | | 2011 | | | 2010 | | | 2009 | |
| | | | | |
| Net asset value, beginning of year | | | $10.63 | | | | $10.13 | | | | $10.21 | | | | $9.79 | | | | $7.82 | |
| | | | | |
| Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.22 | | | | 0.26 | | | | 0.32 | | | | 0.38 | | | | 0.46 | |
Net realized and unrealized gain (loss) | | | (0.09) | | | | 0.50 | | | | (0.11) | | | | 0.41 | | | | 2.03 | |
Total income from operations | | | 0.13 | | | | 0.76 | | | | 0.21 | | | | 0.79 | | | | 2.49 | |
| | | | | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.22) | | | | (0.26) | | | | (0.29) | | | | (0.33) | | | | (0.52) | |
Return of capital | | | — | | | | — | | | | — | | | | (0.04) | | | | — | |
Total distributions | | | (0.22) | | | | (0.26) | | | | (0.29) | | | | (0.37) | | | | (0.52) | |
| | | | | |
| Net asset value, end of year | | | $10.54 | | | | $10.63 | | | | $10.13 | | | | $10.21 | | | | $9.79 | |
Total return3 | | | 1.22 | % | | | 7.55 | % | | | 2.03 | % | | | 8.15 | % | | | 32.81 | % |
| | | | | |
| Net assets, end of year (000s) | | | $249,022 | | | | $208,054 | | | | $190,137 | | | | $216,348 | | | | $187,156 | |
| | | | | |
| Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.83 | %4 | | | 0.85 | % | | | 0.83 | %4 | | | 0.84 | % | | | 0.84 | % |
Net expenses5,6 | | | 0.83 | 4,7 | | | 0.82 | 7 | | | 0.80 | 4 | | | 0.80 | | | | 0.80 | |
Net investment income | | | 2.09 | | | | 2.50 | | | | 3.11 | | | | 3.79 | | | | 5.20 | |
| | | | | |
| Portfolio turnover rate | | | 65 | %8 | | | 85 | %8 | | | 142 | %8 | | | 131 | % | | | 258 | % |
| 1 | In April 2010, Institutional Select Class shares were renamed Class IS shares. |
| 2 | Per share amounts have been calculated using the average shares method. |
| 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 | Reflects recapture of expenses waived/reimbursed from prior fiscal years. |
| 5 | Reflects fee waivers and/or expense reimbursements. |
| 6 | The impact of compensating balance arrangements, if any, was less than 0.01%. |
| 7 | As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class IS shares did not exceed 0.85%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors’ consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total annual operating expenses are not expected to exceed 0.85%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement, the ratio of expenses to average net assets of Class IS shares did not exceed 0.80%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses. |
| 8 | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and 162% for the years ended December 31, 2013, 2012 and 2011, respectively. |
See Notes to Financial Statements.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 45 |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Total Return Unconstrained Fund (the “Fund”) is a separate diversified investment series of Western Asset Funds, Inc. (the “Corporation”). The Corporation, a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American 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,
| | |
| 46 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
| Ÿ | | Level 1 — quoted prices in active markets for identical investments |
| Ÿ | | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Ÿ | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 47 |
Notes to financial statements (cont’d)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:
| | | | | | | | | | | | | | | | |
| ASSETS | |
| Description | | Quoted Prices
(Level 1) | | | Other Significant
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | Total | |
| Long-term investments†: | | | | | | | | | | | | | | | | |
Corporate bonds & notes | | | — | | | $ | 227,441,231 | | | $ | 0 | * | | $ | 227,441,231 | |
Asset-backed securities | | | — | | | | 47,076,106 | | | | 3,868,829 | | | | 50,944,935 | |
Collateralized mortgage obligations | | | — | | | | 61,825,321 | | | | — | | | | 61,825,321 | |
Convertible bonds & notes | | | — | | | | 30,559 | | | | — | | | | 30,559 | |
Mortgage-backed securities | | | — | | | | 46,867,739 | | | | — | | | | 46,867,739 | |
Municipal bonds | | | — | | | | 8,652,738 | | | | — | | | | 8,652,738 | |
Non-U.S. Treasury inflation protected securities | | | — | | | | 1,491,159 | | | | — | | | | 1,491,159 | |
Senior loans | | | — | | | | 40,667,285 | | | | — | | | | 40,667,285 | |
Sovereign bonds | | | — | | | | 43,424,970 | | | | — | | | | 43,424,970 | |
U.S. government & agency obligations | | | — | | | | 92,165,447 | | | | — | | | | 92,165,447 | |
U.S. Treasury inflation protected securities | | | — | | | | 10,353,737 | | | | — | | | | 10,353,737 | |
Common stocks | | | — | | | | 299,915 | | | | — | | | | 299,915 | |
Preferred stocks | | $ | 4,227,567 | | | | — | | | | — | | | | 4,227,567 | |
Purchased options | | | — | | | | 65,327 | | | | — | | | | 65,327 | |
| Total long-term investments | | $ | 4,227,567 | | | $ | 580,361,534 | | | $ | 3,868,829 | | | $ | 588,457,930 | |
| Short-term investments† | | | — | | | | 156,285,917 | | | | — | | | | 156,285,917 | |
| Total investments | | $ | 4,227,567 | | | $ | 736,647,451 | | | $ | 3,868,829 | | | $ | 744,743,847 | |
| Other financial instruments: | | | | | | | | | | | | | | | | |
Futures contracts | | $ | 3,324,388 | | | | — | | | | — | | | $ | 3,324,388 | |
Forward foreign currency contracts | | | — | | | $ | 856,723 | | | | — | | | | 856,723 | |
| Total other financial instruments | | $ | 3,324,388 | | | $ | 856,723 | | | | — | | | $ | 4,181,111 | |
| Total | | $ | 7,551,955 | | | $ | 737,504,174 | | | $ | 3,868,829 | | | $ | 748,924,958 | |
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| 48 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | | | | | | | | | |
| LIABILITIES | |
| Description | | Quoted Prices
(Level 1) | | | Other Significant
Observable Inputs
(Level 2) | | | Significant
Unobservable
Inputs
(Level 3) | | | Total | |
| Other financial instruments: | | | | | | | | | | | | | | | | |
Futures contracts | | $ | 405,973 | | | | — | | | | — | | | $ | 405,973 | |
Forward foreign currency contracts | | | — | | | $ | 834,783 | | | | — | | | | 834,783 | |
OTC interest rate swaps | | | — | | | | 4,043 | | | | — | | | | 4,043 | |
OTC credit default swaps on corporate issues — buy protection | | | — | | | | 10,557 | | | | — | | | | 10,557 | |
OTC credit default swaps on credit indices — buy protection‡ | | | — | | | | 1,161,295 | | | | — | | | | 1,161,295 | |
Centrally cleared credit default swaps on credit indices — buy protection | | | — | | | | 514,912 | | | | — | | | | 514,912 | |
| Total | | $ | 405,973 | | | $ | 2,525,590 | | | | — | | | $ | 2,931,563 | |
| † | See Schedule of Investments for additional detailed categorizations. |
| ‡ | Values include any premiums paid or received with respect to swap contracts. |
(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds.
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 49 |
Notes to financial statements (cont’d)
For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
(d) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(e) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights 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.
(f) Unfunded loan commitments. The Fund may enter into certain credit agreements where all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Schedule of Investments. At December 31, 2013, the Fund had sufficient cash and/or securities to cover these commitments.
(g) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase
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| 50 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.
The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing an uncovered call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(h) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(i) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately negotiated in the over-the-counter market (“OTC Swaps”) or may be executed on a registered exchange (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.
Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of Centrally Cleared Swaps, if
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 51 |
Notes to financial statements (cont’d)
any, is recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.
OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.
The Fund’s maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of December 31, 2013, the Fund did not hold any credit default swaps to sell protection.
For average notional amounts of swaps held during the year ended December 31, 2013, see Note 4.
Credit default swaps
The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.
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| 52 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Notes to Financial Statements and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.
The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.
Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.
Interest rate swaps
The Fund enter into interest rate swap contracts to manage its exposure to interest rate risk. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, or receive a fixed rate and pay a floating rate, on a notional principal amount. Interest rate swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the original cost and the settlement amount of the closing transaction.
The risks of interest rate swaps include changes in market conditions that will affect the value of the contract or changes in the present value of the future cash flow streams and the possible inability of the counterparty to fulfill its obligations under the agreement. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 53 |
Notes to financial statements (cont’d)
cash flows to be received from the counterparty over the contract’s remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.
(j) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
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.
(k) Stripped securities. The Fund may invest in ‘‘Stripped Securities,’’ a term used collectively for components, or strips, of fixed income securities. Stripped securities can be principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons, or interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in economic conditions, rates of pre-payment, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation may increase with a longer period of maturity.
The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.
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| 54 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
(l) Securities traded on a to-be-announced basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information, such as the face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled until they are delivered to the Fund. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.
(m) Mortgage dollar rolls. The Fund may enter into mortgage dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date.
The Fund executes its mortgage dollar rolls entirely in the TBA market, whereby the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date. The Fund accounts for mortgage dollar rolls as purchases and sales.
The risk of entering into mortgage dollar rolls is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the mortgage dollar roll may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.
(n) Credit and market risk. Investments in securities that are collateralized by residential real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.
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
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 55 |
Notes to financial statements (cont’d)
investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(o) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(p) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
Absent an event of default by the counterparty or a termination of the agreement, the terms of the master agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
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| 56 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
As of December 31, 2013, the Fund held forward foreign currency contracts, OTC credit default swaps and OTC interest rate swaps with credit related contingent features which had a liability position of $2,010,678. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties. As of December 31, 2013, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $1,100,000, which could be used to reduce the required payment.
(q) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. 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.
(r) Distributions to shareholders. Distributions from net investment income of the Fund are declared each business day to shareholders of record, and are paid monthly. 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.
(s) Share class accounting. Investment income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share class.
(t) 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.
(u) 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 December 31, 2013, 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.
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 57 |
Notes to financial statements (cont’d)
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(v) 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 values per share. During the current year, the following reclassifications have been made:
| | | | | | | | |
| | | Undistributed Net
Investment Income | | | Accumulated Net
Realized Loss | |
| (a) | | $ | 290,559 | | | $ | (290,559) | |
| (a) | Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, losses from mortgage backed securities treated as capital losses for tax purposes and book/tax differences in the treatment of swap contracts. |
2. Investment management agreement and other transactions with affiliates
The Fund has an investment management agreement with Legg Mason Partners Fund Advisor, LLC (“LMPFA”). Western Asset Management Company (“Western Asset”) is the investment adviser. Western Asset Management Company Limited (“Western Asset Limited”), Western Asset Management Company Pte. Ltd. (“Western Singapore”) and Western Asset Management Company Ltd (“Western Japan”) share advisory responsibilities with Western Asset. LMPFA, Western Asset, Western Asset Limited, Western Singapore and Western Japan are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
LMPFA provides the Fund with management and administrative services for which the Fund pays a fee calculated daily and paid monthly, at an annual rate of 0.75% of the Fund’s average daily net assets.
The investment manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses) so that total operating expenses are not expected to exceed 1.25%, 2.00% 1.20%, 1.50%, 0.95% and 0.85% for Class A, Class C, Class FI, Class R, Class I and Class IS shares, respectively. These arrangements cannot be terminated prior to December 31, 2015, without the Board of Directors’ consent. Prior to May 1, 2012, the investment manager agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses) so that total operating expenses did not exceed 1.05%, 0.80% and 0.80% for Class FI, Class I and Class IS shares, respectively.
As a result of voluntary expense limitation arrangements, the ratio of expenses other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets of Class FI, Class I and Class IS shares did not exceed 1.15%, 0.90% and 0.85%, respectively. These arrangements are expected to continue until April 30, 2014, but may be terminated at any time by the investment manager.
During the year ended December 31, 2013, fees waived and/or expenses reimbursed amounted to $107,701.
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| 58 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
The investment manager is permitted to recapture amounts waived or reimbursed to a class within two years after the fiscal year in which the investment manager earned the fee or incurred the expense if the class’ total annual operating expenses have fallen to a level below the limits described above. In no case will the investment manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual expenses exceeding this limit or any other lower limit then in effect.
Pursuant to these arrangements, at December 31, 2013, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
| Expires December 31, 2014 | | | — | | | | — | | | $ | 48,152 | | | $ | 4 | | | $ | 74,034 | | | $ | 33,346 | |
| Expires December 31, 2015 | | $ | 2 | | | $ | 1,160 | | | | 67,783 | | | | 16 | | | | 31,908 | | | | 6,832 | |
| Fees waived/expense reimbursements subject to recapture | | $ | 2 | | | $ | 1,160 | | | $ | 115,935 | | | $ | 20 | | | $ | 105,942 | | | $ | 40,178 | |
For the year ended December 31, 2013, LMPFA recaptured $81, $49, $117, $1 and $33,477 for Class A, Class C, Class FI, Class R and Class IS shares, respectively.
Legg Mason Investor Services, LLC (“LMIS”), a wholly-owned broker-dealer subsidiary of Legg Mason, serves as the Fund’s sale and exclusive distributor.
There is a maximum initial sales charge of 4.25% for Class A shares. Class C shares have a 1.00% contingent deferred sales charge (“CDSC”), which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an initial sales charge
For the year ended December 31, 2013, LMIS and its affiliates retained sales charges of $2,371 on sales the Fund’s Class A shares. In addition, for the year ended December 31, 2013, CDSCs paid to LMIS and its affiliates were $313 for Class C shares.
All officers of the Corporation are employees of Legg Mason or its affiliates and do not receive compensation from the Corporation.
As of December 31, 2013, Legg Mason and its affiliates owned 22% of the Fund.
3. Investments
During the year ended December 31, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S Government & Agency Obligations were as follows:
| | | | | | | | |
| | | Investments | | | U.S. Government & Agency Obligations | |
| Purchases | | $ | 322,619,769 | | | $ | 749,842,187 | |
| Sales | | | 114,109,608 | | | | 697,924,276 | |
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| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 59 |
Notes to financial statements (cont’d)
At December 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| | | | |
| Gross unrealized appreciation | | $ | 13,583,260 | |
| Gross unrealized depreciation | | | (18,587,423) | |
| Net unrealized depreciation | | $ | (5,004,163) | |
At December 31, 2013, the Fund had the following open futures contracts:
| | | | | | | | | | | | | | | | | | | | |
| | | Number of
Contracts | | | Expiration
Date | | | Basis
Value | | | Market
Value | | | Unrealized
Gain (Loss) | |
| Contracts to Buy: | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury Ultra Long-Term Bonds | | | 184 | | | | 3/14 | | | $ | 24,015,473 | | | $ | 23,609,500 | | | $ | (405,973) | |
| Contracts to Sell: | | | | | | | | | | | | | | | | | | | | |
| German Euro Bund | | | 46 | | | | 3/14 | | | | 8,936,920 | | | | 8,806,980 | | | | 129,940 | |
| U.S. Treasury 2-Year Notes | | | 73 | | | | 3/14 | | | | 16,078,591 | | | | 16,046,312 | | | | 32,279 | |
| U.S. Treasury 5-Year Notes | | | 324 | | | | 3/14 | | | | 39,225,728 | | | | 38,657,250 | | | | 568,478 | |
| U.S. Treasury 10-Year Notes | | | 1,144 | | | | 3/14 | | | | 143,283,509 | | | | 140,765,625 | | | | 2,517,884 | |
| U.S. Treasury Ultra Long-Term Bonds | | | 28 | | | | 3/14 | | | | 3,890,807 | | | | 3,815,000 | | | | 75,807 | |
| | | | | | | | | | | | | | | | | | | | 3,324,388 | |
| Net unrealized gain on open futures contracts | | | | | | | | | | | $ | 2,918,415 | |
During the year ended December 31, 2013, written option transactions for the Fund were as follows:
| | | | | | | | |
| | | Number of Contracts/
Notional Amount | | | Premiums | |
| Written options, outstanding as of December 31, 2012 | | | — | | | | — | |
| Options written | | | 14,441,920 | | | $ | 886,497 | |
| Options closed | | | (14,441,359) | | | | (694,149) | |
| Options exercised | | | (126) | | | | (25,574) | |
| Options expired | | | (435) | | | | (166,774) | |
| Written options, outstanding as of December 31, 2013 | | | — | | | | — | |
At December 31, 2013, the Fund held TBA securities with a total cost of $17,554,859.
At December 31, 2013, the Fund had the following open forward foreign currency contracts:
| | | | | | | | | | | | | | | | | | |
| Foreign Currency | | Counterparty | | Local
Currency | | | Market
Value | | | Settlement
Date | | | Unrealized
Gain (Loss) | |
| Contracts to Buy: | | | | | | | | | | | | | | | | |
| Australian Dollar | | Citibank, N.A. | | | 3,450,000 | | | $ | 3,071,209 | | | | 2/18/14 | | | $ | (54,926) | |
| Euro | | Citibank, N.A. | | | 3,009,835 | | | | 4,140,552 | | | | 2/18/14 | | | | 100,691 | |
| Mexican Peso | | Morgan Stanley & Co. Inc. | | | 102,939,122 | | | | 7,854,748 | | | | 2/18/14 | | | | 75,307 | |
| Singapore Dollar | | Citibank, N.A. | | | 5,940,000 | | | | 4,707,044 | | | | 2/18/14 | | | | (64,654) | |
| | | | | | | | | | | | | | | | | | 56,418 | |
| | |
| 60 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | | | | | | | | | | | |
| Foreign Currency | | Counterparty | | Local
Currency | | | Market
Value | | | Settlement
Date | | | Unrealized
Gain (Loss) | |
| Contracts to Sell: | | | | | | | | | | | | | | | | |
| Euro | | Morgan Stanley & Co. Inc. | | | 2,500,000 | | | $ | 3,439,210 | | | | 1/27/14 | | | $ | (19,510) | |
| Australian Dollar | | Citibank, N.A. | | | 3,450,000 | | | | 3,071,209 | | | | 2/18/14 | | | | 177,794 | |
| Euro | | Citibank, N.A. | | | 6,000,000 | | | | 8,254,044 | | | | 2/18/14 | | | | (146,598) | |
| Euro | | Citibank, N.A. | | | 6,800,000 | | | | 9,354,583 | | | | 2/18/14 | | | | (144,289) | |
| Euro | | Citibank, N.A. | | | 8,001,609 | | | | 11,007,605 | | | | 2/18/14 | | | | (309,734) | |
| Euro | | Morgan Stanley & Co. Inc. | | | 1,826,000 | | | | 2,511,981 | | | | 2/18/14 | | | | (78,270) | |
| Euro | | UBS AG | | | 600,000 | | | | 825,404 | | | | 2/18/14 | | | | (16,802) | |
| Japanese Yen | | Citibank, N.A. | | | 662,277,200 | | | | 6,290,114 | | | | 2/18/14 | | | | 391,422 | |
| Japanese Yen | | Credit Suisse | | | 165,039,620 | | | | 1,567,498 | | | | 2/18/14 | | | | 111,509 | |
| | | | | | | | | | | | | | | | | | (34,478) | |
| Net unrealized gain on open forward foreign currency contracts | | | | | | | $ | 21,940 | |
At December 31, 2013, the Fund held the following open swap contracts:
| | | | | | | | | | | | | | | | | | | | | | |
| OTC INTEREST RATE SWAPS | |
| Swap Counterparty | | Notional
Amount | | | Termination
Date | | | Payments
Made By
The Fund† | | Payments
Received By
The Fund† | | | Upfront
Premiums
Paid
(Received) | | | Unrealized
Depreciation | |
| Credit Suisse | | $ | 50,000 | | | | 9/15/15 | | | 5.160% semi-annually | | | 3-Month LIBOR | | | | — | | | $ | (4,043) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — BUY PROTECTION1 | |
Swap Counterparty
(Reference Entity) | | Notional
Amount 2 | | | Termination
Date | | | Implied
Credit
Spread at
December 31,
20133 | | Periodic
Payments
Made By
The Fund† | | Market
Value | | | Upfront
Premiums
Paid
(Received) | | | Unrealized
Depreciation | |
| Credit Suisse (AmerisourceBergen Corp., 5.875%, due 9/15/15) | | $ | 50,000 | | | | 9/20/15 | | | 0.09% | | 0.900% quarterly | | $ | (700) | | | | — | | | $ | (700) | |
| Goldman Sachs Group Inc. (Citigroup Inc., 6.125%, due 5/15/18) | | | 1,000,000 | | | | 3/20/14 | | | 0.20% | | 4.700% quarterly | | | (9,857) | | | | — | | | | (9,857) | |
| Total | | $ | 1,050,000 | | | | | | | | | | | $ | (10,557) | | | | — | | | $ | (10,557) | |
| | | | | | | | | | | | | | | | | | | | | | |
| OTC CREDIT DEFAULT SWAPS ON CREDIT INDICES — BUY PROTECTION1 | |
Swap Counterparty
(Reference Entity) | | Notional
Amount2 | | | Termination
Date | | | Periodic
Payments
Made By
The Fund† | | Market
Value4 | | | Upfront
Premiums
Paid
(Received) | | | Unrealized
Depreciation | |
| Barclays Capital Inc. (MARKIT CDX.NA.HY.18 Index) | | $ | 5,544,000 | | | | 6/20/17 | | | 5.000% quarterly | | $ | (537,459) | | | $ | 86,625 | | | $ | (624,084) | |
| Goldman Sachs Group Inc. (MARKIT CDX.NA.HY.18 Index) | | | 6,435,000 | | | | 6/20/17 | | | 5.000% quarterly | | | (623,836) | | | | (107,527) | | | | (516,309) | |
| Total | | $ | 11,979,000 | | | | | | | | | $ | (1,161,295) | | | $ | (20,902) | | | $ | (1,140,393) | |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 61 |
Notes to financial statements (cont’d)
| | | | | | | | | | | | | | | | | | | | | | |
| CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES — BUY PROTECTION1 | |
Swap Counterparty
(Reference Entity) | | Notional
Amount2 | | | Termination
Date | | | Periodic
Payments
Made By
The Fund† | | Market
Value4 | | | Upfront
Premiums
Paid
(Received) | | | Unrealized
Depreciation | |
| Barclays Capital Inc. (Markit CDX.NA.HY.21 Index) | | $ | 13,100,000 | | | | 12/20/18 | | | 5.000% quarterly | | $ | (1,116,772) | | | $ | (844,288) | | | $ | (272,484) | |
BNP Paribas
(Markit CDX.NA.HY.21 Index) | | | 11,000,000 | | | | 12/20/18 | | | 5.000% quarterly | | | (937,748) | | | | (695,320) | | | | (242,428) | |
| Total | | $ | 24,100,000 | | | | | | | | | $ | (2,054,520) | | | $ | (1,539,608) | | | $ | (514,912) | |
| 1 | If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or the underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or the underlying securities comprising the referenced index. |
| 2 | The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement. |
| 3 | Implied credit spreads, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation. |
| 4 | The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the period end. Decreasing market values (sell protection) or increasing market values (buy protection) when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. |
| † | Percentage shown is an annual percentage rate. |
4. Derivative instruments and hedging activities
GAAP requires enhanced disclosure about an entity’s derivative and hedging activities.
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2013.
| | | | | | | | | | | | |
| ASSET DERIVATIVES1 | |
| | | Interest Rate
Risk | | | Foreign Exchange
Risk | | | Total | |
| Purchased options2 | | | — | | | $ | 65,327 | | | $ | 65,327 | |
| Futures contracts3 | | $ | 3,324,388 | | | | — | | | | 3,324,388 | |
| Forward foreign currency contracts | | | — | | | | 856,723 | | | | 856,723 | |
| Total | | $ | 3,324,388 | | | $ | 922,050 | | | $ | 4,246,438 | |
| | |
| 62 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
| | | | | | | | | | | | | | | | |
| LIABILITY DERIVATIVES1 | |
| | | Interest Rate
Risk | | | Foreign Exchange
Risk | | | Credit
Risk | | | Total | |
| Futures contracts3 | | $ | 405,973 | | | | — | | | | — | | | $ | 405,973 | |
| OTC swap contracts4 | | | 4,043 | | | | — | | | $ | 1,171,852 | | | | 1,175,895 | |
| Centrally cleared swap contracts5 | | | — | | | | — | | | | 514,912 | | | | 514,912 | |
| Forward foreign currency contracts | | | — | | | $ | 834,783 | | | | — | | | | 834,783 | |
| Total | | $ | 410,016 | | | $ | 834,783 | | | $ | 1,686,764 | | | $ | 2,931,563 | |
| 1 | Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation). |
| 2 | Market value of purchased options is reported in Investments at value in the Statement of Assets and Liabilities. |
| 3 | Includes cumulative appreciation (depreciation) of futures contracts as reported in the footnotes. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities. |
| 4 | Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities. |
| 5 | Includes cumulative appreciation (depreciation) of centrally cleared swap contracts as reported in the footnotes. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities. |
The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2013. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.
| | | | | | | | | | | | | | | | |
| AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | |
| | | Interest Rate
Risk | | | Foreign Exchange
Risk | | | Credit
Risk | | | Total | |
| Purchased options1 | | $ | (419,135) | | | $ | (65,927) | | | | — | | | $ | (485,062) | |
| Written options | | | 344,710 | | | | 148,732 | | | | — | | | | 493,442 | |
| Futures contracts | | | 4,851,697 | | | | — | | | | — | | | | 4,851,697 | |
| Swap contracts | | | (3,912) | | | | — | | | $ | (807,585) | | | | (811,497) | |
| Forward foreign currency contracts | | | — | | | | 618,960 | | | | — | | | | 618,960 | |
| Total | | $ | 4,773,360 | | | $ | 701,765 | | | $ | (807,585) | | | $ | 4,667,540 | |
| 1 | Net realized gain (loss) from purchased options is reported in net realized gain (loss) from investment transactions in the Statement of Operations. |
| | | | | | | | | | | | | | | | |
| CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | |
| | | Interest Rate
Risk | | | Foreign Exchange
Risk | | | Credit Risk | | | Total | |
| Purchased options1 | | $ | 31,814 | | | $ | (130,354) | | | | — | | | $ | (98,540) | |
| Futures contracts | | | 2,585,737 | | | | — | | | | — | | | | 2,585,737 | |
| Swap contracts | | | 3,781 | | | | — | | | $ | (1,466,094) | | | | (1,462,313) | |
| Forward foreign currency contracts | | | — | | | | (334,449) | | | | — | | | | (334,449) | |
| Total | | $ | 2,621,332 | | | $ | (464,803) | | | $ | (1,466,094) | | | $ | 690,435 | |
| 1 | The change in unrealized appreciation (depreciation) from purchased options is reported in the change in net unrealized appreciation (depreciation) from investments in the Statement of Operations. |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 63 |
Notes to financial statements (cont’d)
During the year ended December 31, 2013, the volume of derivative activity for the Fund was as follows:
| | | | |
| | | Average Market
Value | |
| Purchased options | | $ | 145,254 | |
| Written options† | | | 56,725 | |
| Futures contracts (to buy) | | | 41,206,897 | |
| Futures contracts (to sell) | | | 190,566,335 | |
| Forward foreign currency contracts (to buy) | | | 17,430,183 | |
| Forward foreign currency contracts (to sell) | | | 28,770,800 | |
| | | | |
| | | Average Notional
Balance | |
| Interest rate swap contracts | | $ | 80,769 | |
| Credit default swap contracts (to buy protection) | | | 18,027,787 | |
| Credit default swap contracts (to sell protection)† | | | 57,923 | |
| † | At December, 31, 2013, there were no open positions held in this derivative. |
The following table presents by financial instrument, the Fund’s derivative assets net of the related collateral held by the Fund at December 31, 2013:
| | | | | | | | | | | | |
| | | Gross Amount of Derivative
Assets in the Statement of
Assets and Liabilities1 | | | Collateral Received | | | Net Amount | |
| Purchased options2 | | $ | 65,327 | | | | — | | | $ | 65,327 | |
| Futures contracts3 | | | 292,443 | | | | — | | | | 292,443 | |
| Forward foreign currency contracts | | | 856,723 | | | | — | | | | 856,723 | |
| Total | | $ | 1,214,493 | | | | — | | | $ | 1,214,493 | |
The following table presents by financial instrument, the Fund’s derivative liabilities net of the related collateral pledged by the Fund at December 31, 2013:
| | | | | | | | | | | | |
| | | Gross Amount of Derivative
Liabilities in the Statement
of Assets and Liabilities1 | | | Collateral Pledged4,5 | | | Net Amount | |
| OTC swap contracts | | $ | 1,175,895 | | | $ | (1,100,000) | | | $ | 75,895 | |
| Centrally cleared swap contracts3 | | | 68,581 | | | | (68,581) | | | | — | |
| Forward foreign currency contracts | | | 834,783 | | | | — | | | | 834,783 | |
| Total | | $ | 2,079,259 | | | $ | (1,168,581) | | | $ | 910,678 | |
| 1 | Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. |
| 2 | Market value of purchased options is shown in Investments at value in the Statement of Asset and Liabilities. |
| 3 | Amount represents the current day’s variation margin as reported in the Statement of Assets and Liabilities. It differs from the cumulative appreciation (depreciation) presented in the previous table. |
| 4 | Gross amounts not offset in the Statement of Assets and Liabilities. |
| 5 | In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization. |
| | |
| 64 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
5. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service and/or distribution fee with respect to its Class A, Class C, Class FI and Class R shares calculated at the annual rate of 0.25%, 1.00%, 0.25% and 0.50% of the average daily net assets of each class, respectively. Service and distribution fees are accrued daily and paid monthly.
The Rule 12b-1 plan for Class FI shares provides for payments of distribution and service fees to LMIS at an annual rate of up to 0.40% of the class’ average daily net assets, subject to the authority of the Board of Directors to set a lower amount. The Board of Directors has currently approved payments under the plan of 0.25% of the average daily net assets of Class FI Shares.
For the year ended December 31, 2013, class specific expenses were as follows:
| | | | | | | | |
| | | Service and/or
Distribution Fees | | | Transfer Agent
Fees | |
| Class A | | $ | 27,129 | | | $ | 12,199 | |
| Class C | | | 24,432 | | | | 5,646 | |
| Class FI | | | 384,508 | | | | 184,063 | |
| Class R | | | 51 | | | | 39 | |
| Class I | | | — | | | | 140,073 | |
| Class IS | | | — | | | | 7,151 | |
| Total | | $ | 436,120 | | | $ | 349,171 | |
For the year ended December 31, 2013, waivers and/or expense reimbursements by class were as follows:
| | | | |
| | | Waivers/Expense
Reimbursements | |
| Class A | | $ | 2 | |
| Class C | | | 1,160 | |
| Class FI | | | 67,783 | |
| Class R | | | 16 | |
| Class I | | | 31,908 | |
| Class IS | | | 6,832 | |
| Total | | $ | 107,701 | |
6. Distributions to shareholders by class
| | | | | | | | |
| | | Year Ended
December 31, 2013 | | | Year Ended
December 31, 2012 | |
| Net Investment Income: | | | | | |
| Class A | | $ | 215,813 | | | $ | 5,372 | † |
| Class C | | | 27,218 | | | | 294 | † |
| Class FI | | | 2,842,175 | | | | 988,270 | |
| Class R | | | 145 | | | | 110 | † |
| Class I | | | 3,885,672 | | | | 2,968,032 | |
| Class IS | | | 4,690,195 | | | | 4,974,905 | |
| Total | | $ | 11,661,218 | | | $ | 8,936,983 | |
| † | For the period April 30, 2012 (commencement of operations) to December 31, 2012. |
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 65 |
Notes to financial statements (cont’d)
7. Capital shares
At December 31, 2013, the Corporation had 37.2 billion shares of capital stock authorized with a par value of $0.001 per share. Transactions in shares of each class were as follows:
| | | | | | | | | | | | | | | | |
| | | Year Ended
December 31, 2013 | | | Year Ended
December 31, 2012 | |
| | | Shares | | | Amount | | | Shares | | | Amount | |
| Class A | | | | | | | | | | | | | | | | |
| Shares sold | | | 2,401,533 | | | $ | 25,456,502 | | | | 240,690 | † | | $ | 2,558,203 | † |
| Shares issued on reinvestment | | | 18,636 | | | | 197,126 | | | | 274 | † | | | 2,921 | † |
| Shares repurchased | | | (490,485) | | | | (5,193,987) | | | | (1,717) | † | | | (18,271) | † |
| Net increase | | | 1,929,684 | | | $ | 20,459,641 | | | | 239,247 | † | | $ | 2,542,853 | † |
| | | | |
| Class C | | | | | | | | | | | | | | | | |
| Shares sold | | | 525,853 | | | $ | 5,580,759 | | | | 13,266 | † | | $ | 140,666 | † |
| Shares issued on reinvestment | | | 2,550 | | | | 26,963 | | | | 28 | † | | | 294 | † |
| Shares repurchased | | | (72,756) | | | | (768,006) | | | | — | | | | — | |
| Net increase | | | 455,647 | | | $ | 4,839,716 | | | | 13,294 | † | | $ | 140,960 | † |
| | | | |
| Class FI | | | | | | | | | | | | | | | | |
| Shares sold | | | 12,653,057 | | | $ | 133,777,036 | | | | 11,015,186 | | | $ | 115,219,389 | |
| Shares issued on reinvestment | | | 268,336 | | | | 2,841,243 | | | | 93,460 | | | | 987,727 | |
| Shares repurchased | | | (3,503,483) | | | | (37,167,296) | | | | (902,889) | | | | (9,529,043) | |
| Net increase | | | 9,417,910 | | | $ | 99,450,983 | | | | 10,205,757 | | | $ | 106,678,073 | |
| | | | |
| Class R | | | | | | | | | | | | | | | | |
| Shares sold | | | — | | | | — | | | | 966 | † | | $ | 10,000 | † |
| Shares issued on reinvestment | | | 13 | | | $ | 145 | | | | 11 | † | | | 110 | † |
| Net increase | | | 13 | | | $ | 145 | | | | 977 | † | | $ | 10,110 | † |
| | | | |
| Class I | | | | | | | | | | | | | | | | |
| Shares sold | | | 16,136,897 | | | $ | 171,199,442 | | | | 7,466,323 | | | $ | 78,651,918 | |
| Shares issued on reinvestment | | | 330,039 | | | | 3,499,546 | | | | 226,307 | | | | 2,366,042 | |
| Shares repurchased | | | (8,524,796) | | | | (90,688,371) | | | | (3,266,895) | | | | (33,989,453) | |
| Net increase | | | 7,942,140 | | | $ | 84,010,617 | | | | 4,425,735 | | | $ | 47,028,507 | |
| | | | |
| Class IS | | | | | | | | | | | | | | | | |
| Shares sold | | | 5,282,376 | | | $ | 56,158,099 | | | | 3,491,433 | | | $ | 36,376,417 | |
| Shares issued on reinvestment | | | 438,557 | | | | 4,648,447 | | | | 475,460 | | | | 4,958,584 | |
| Shares repurchased | | | (1,660,265) | | | | (17,625,534) | | | | (3,164,299) | | | | (33,030,449) | |
| Net increase | | | 4,060,668 | | | $ | 43,181,012 | | | | 802,594 | | | $ | 8,304,552 | |
| † | For the period April 30, 2012 (commencement of operations) to December 31, 2012. |
8. Income tax information and distributions to shareholders
Subsequent to the fiscal year end, the Fund has made the following distributions per share:
| | | | | | | | | | | | | | | | | | | | | | | | |
Record Date
Payable Date | | Class A | | | Class C | | | Class FI | | | Class R | | | Class I | | | Class IS | |
Daily
1/31/2014 | | $ | 0.018601 | | | $ | 0.010338 | | | $ | 0.018244 | | | $ | 0.014784 | | | $ | 0.020571 | | | $ | 0.021204 | |
| | |
| 66 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
The tax character of distributions paid during the fiscal years ended December 31, were as follows:
| | | | | | | | |
| | | 2013 | | | 2012 | |
| Distributions Paid From: | | | | | | | | |
| Ordinary income | | $ | 11,661,218 | | | $ | 8,936,983 | |
As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:
| | | | |
| Undistributed ordinary income — net | | $ | 1,499,116 | |
| Deferred Capital Losses* | | | (11,502,384) | |
| Capital loss carryforward** | | | (17,446,492) | |
| Other book/tax temporary differences(a) | | | (3,386,918) | |
| Unrealized appreciation (depreciation)(b) | | | (3,819,861) | |
| Total accumulated earnings (losses) — net | | $ | (34,656,539) | |
| * | 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 capital gains. These losses must be utilized before any of the fund’s capital loss carryforward may be utilized. |
| ** | As of December 31, 2013, the Fund had the following net capital loss carryforward remaining: |
| | | | |
| Year of Expiration | | Amount | |
| 12/31/2016 | | $ | (1,073,088 | ) |
| 12/31/2017 | | | (13,463,088 | ) |
| 12/31/2018 | | | (2,910,316 | ) |
| | | $ | (17,446,492 | ) |
These amounts will be available to offset any future taxable capital gains.
| (a) | Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains on certain futures and foreign currency contracts, book/tax difference in the accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses. |
| (b) | The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales. |
9. Recent accounting pronouncement
The Fund has adopted the disclosure provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2011-11 (“ASU 2011-11”), Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (“ASU 2013-01”) entitled Balance Sheet (Topic 210) — Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial instruments and transactions that are either offset in the statement of assets and liabilities or subject to a master netting agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11’s disclosure requirements on offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions.
| | |
| Western Asset Total Return Unconstrained Fund 2013 Annual Report | | 67 |
Report of independent registered public accounting firm
To the Board of Directors of Western Asset Funds, Inc. and to the Shareholders of Western Asset Total Return Unconstrained Fund:
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Western Asset Total Return Unconstrained Fund (one of the funds comprising Western Asset Funds, Inc., the “Fund”) at December 31, 2013, the results of its operations, the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 20, 2014
| | |
| 68 | | Western Asset Total Return Unconstrained Fund 2013 Annual Report |
Board approval of management and subadvisory agreements (unaudited)
The Executive and Contracts Committee of the Board of Directors considered the Investment Management Agreement between the Corporation and LMPFA with respect to the Fund and the Investment Advisory Agreements between LMPFA and Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited in London (“WAML”), Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) and Western Asset Management Company Ltd in Japan (“Western Japan,” and together with Western Singapore and WAML the “Non-U.S. Advisers” and together with Western Asset, the “Advisers”) (collectively, the “Agreements”) with respect to the Fund at meetings held on September 17, 2013 and October 22 and 30, 2013. At a meeting held on November 19, 2013, the Executive and Contracts Committee reported to the full Board of Directors its considerations and recommendation with respect to the Agreements, and the Board of Directors, including a majority of the Independent Directors, considered and approved renewal of the Agreements.
The Directors noted that although Western Asset’s business is operated through separate legal entities, such as the Non-U.S. Advisers, its business is highly integrated and senior investment personnel at Western Asset have supervisory oversight responsibility over the investment decisions made by the Non-U.S. Advisers. Therefore, in connection with their deliberations noted below, the Directors primarily focused on the information provided by Western Asset when considering the approval of the Investment Advisory Agreements between LMPFA and the Non-U.S. Advisers with respect to the Fund. The Directors also noted that the Fund does not pay any management fees directly to Western Asset or to any of the Non-U.S. Advisers because LMPFA pays the Advisers for services provided to the Fund out of the management fee LMPFA receives from the Fund.
In arriving at their decision to renew the Agreements, the Directors met with representatives of Western Asset, including relevant investment advisory personnel, as well as representatives of LMPFA; reviewed a variety of information prepared by LMPFA and Western Asset and materials provided by Lipper Inc. (“Lipper”) and counsel to the Independent Directors; reviewed performance and expense information for the Fund’s peer group of comparable funds selected and prepared by Lipper and for certain other comparable products available from Western Asset, including separate accounts managed by Western Asset; and requested and reviewed additional information as necessary. These reviews were in addition to information obtained by the Directors at their regular quarterly meetings with respect to the Fund’s performance and other relevant matters, and related discussions with Western Asset’s personnel.
As part of their review, the Directors examined LMPFA’s ability to provide high quality oversight and administrative and shareholder support services to the Fund, and the Advisers’ ability to provide high quality investment management services to the Fund. The Directors considered the experience of LMPFA’s personnel in providing the types of services that LMPFA is responsible for providing to the Fund; the ability of LMPFA to attract and retain capable personnel; the capability and integrity of LMPFA’s senior management and staff;
| | |
| Western Asset Total Return Unconstrained Fund | | 69 |
Board approval of management and subadvisory agreements (unaudited) (cont’d)
and the level of skill required to provide such services to the Fund. The Directors considered the investment philosophy and research and decision-making processes of the Advisers; the experience of their key advisory personnel responsible for management of the Fund; the ability of the Advisers to attract and retain capable research and advisory personnel; the capability and integrity of the Advisers’ senior management and staff; and the level of skill required to manage the Fund. In addition, the Directors reviewed the quality of LMPFA’s and the Advisers’ services with respect to regulatory compliance and compliance with the investment policies of the Fund and conditions that might affect LMPFA’s or an Adviser’s ability to provide high quality services to the Fund in the future under the Agreements, including its business reputation, financial condition and operational stability. Based on the foregoing, the Directors concluded that the Advisers’ investment process, research capabilities and philosophy were well suited to the Fund given the Fund’s investment objectives and policies, and that LMPFA and each of the Advisers would be able to meet any reasonably foreseeable obligations under the Agreements.
In reviewing the quality of the services provided to the Fund, the Directors also reviewed comparisons of the performance of the Fund to the performance of its peer group, and to its investment benchmark over the one-, three- and five-year periods ended August 31, 2013. In that connection, the Directors noted that the performance of the Fund was higher than its peer average for each period. With respect to the Fund, the Directors considered the factors involved in its performance relative to the performance of its investment benchmark and peer group, noting that the multi-sector income funds are an evolving asset classification and that the Fund’s unique characteristics made comparisons to its investment benchmark and peer group more difficult.
The Directors also considered the management fee payable by the Fund to LMPFA, the total expenses payable by the Fund and the fact that LMPFA pays to the Advisers the entire management fee it receives from the Fund. They reviewed information concerning management fees paid to investment advisers of similarly-managed funds, as well as fees paid by the Advisers’ other clients, including separate accounts managed by the Advisers. The Directors observed that the management fee paid by the Fund to LMPFA was lower than the average of the fees paid by funds in its peer group and total expenses for the Fund were lower than the average of the funds in its peer group. The Directors noted that the management fee paid by the Fund was generally higher than the fees paid by other clients of the Advisers for accounts with similar investment strategies, but that the administrative and operational responsibilities for the Advisers with respect to the Fund were also relatively higher. In light of this difference, the Directors concluded that the management fee paid by the Fund relative to the fees paid by the Advisers’ other clients was reasonable.
The Directors further evaluated the benefits of the advisory relationship to LMPFA and the Advisers, including, among others, the profitability of the relationship to LMPFA and the Advisers; the direct and indirect benefits that LMPFA and each Adviser may receive from its relationship with the Fund, including any “fallout benefits,” such as reputational value
| | |
| 70 | | Western Asset Total Return Unconstrained Fund |
derived from serving as investment manager or adviser to the Fund; and the affiliations between LMPFA, the Advisers and certain service providers for the Fund. In that connection, the Directors concluded that LMPFA and each Adviser’s profitability was consistent with levels of profitability that had been determined by courts not to be excessive. The Directors noted that Western Asset does not have soft dollar arrangements.
Finally, the Directors considered, in light of the profitability information provided by LMPFA and Western Asset, the extent to which economies of scale would be realized by the Advisers as the assets of the Fund grow. The Directors determined that the lack of breakpoints was appropriate and that the management fee structure for the Fund is reasonable.
In their deliberations with respect to these matters, the Independent Directors were advised by their independent counsel, who is independent of LMPFA and the Advisers within the meaning of Securities and Exchange Commission rules regarding the independence of counsel. The Independent Directors weighed each of the foregoing matters in light of the advice given to them by their independent counsel as to the law applicable to the review of investment advisory contracts. In arriving at a decision, the Directors, including the Independent Directors, did not identify any single matter as all-important or controlling, and the foregoing summary does not detail all the matters considered. The Directors judged the terms and conditions of the Agreements, including the investment advisory fees, in light of all of the surrounding circumstances.
Based upon their review, the Directors, including all of the Independent Directors, determined, in the exercise of their business judgment, that they were generally satisfied with the quality of services being provided by LMPFA and the Advisers, but they would continue to closely monitor the performance of LMPFA and the Advisers; that the fees to be paid to the Advisers and LMPFA under the relevant Agreements were fair and reasonable, given the scope and quality of the services rendered by the Advisers and LMPFA; and that approval of the Agreements was in the best interest of the Fund and its shareholders.
| | |
| Western Asset Total Return Unconstrained Fund | | 71 |
Additional information (unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Total Return Unconstrained Fund (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 Kenneth D. Fuller, 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 Statement of Additional Information includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-877-721-1926.
| | |
| Independent Directors† | | |
| Robert Abeles, Jr. | | |
| Year of birth | | 1945 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 2013 |
| Principal occupations during the past five years | | Senior Vice President, Finance and Chief Financial Officer (since 2009) of University of Southern California; Director, Hanmi Financial Corporation and Hanmi Bank (2008-2009). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | None |
| |
| Ronald J. Arnault | | |
| Year of birth | | 1943 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 1997 |
| Principal occupations during the past five years | | Retired. |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | None |
| |
| Anita L. DeFrantz | | |
| Year of birth | | 1952 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 1998 |
| Principal occupations during the past five years | | President (since 1987) and Director (since 1990) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); Director of Kids in Sports (since 1994); Vice President, International Rowing Federation (since 1995); Member of the International Olympic Committee (since 1986). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | OBN Holdings, Inc. (film, television and media company) |
| | |
| 72 | | Western Asset Total Return Unconstrained Fund |
| | |
| Independent Directors cont’d | | |
| Avedick B. Poladian | | |
| Year of birth | | 1951 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 2007 |
| Principal occupations during the past five years | | Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc. (real estate and hospitality firm) (since 2002); Partner, Arthur Andersen, LLP (1974 to 2002). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | Occidental Petroleum Corporation and Public Storage |
| |
| William E. B. Siart | | |
| Year of birth | | 1946 |
| Position(s) held with Fund | | Director and Chairman |
| Term of office and length of time served1 | | Served since 1997 |
| Principal occupations during the past five years | | Trustee of The Getty Trust (since 2005); Chairman of Walt Disney Concert Hall, Inc. (1998 to 2006); Chairman of Excellent Education Development (since 2000). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | None |
| |
| Jaynie Miller Studenmund | | |
| Year of birth | | 1954 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 2004 |
| Principal occupations during the past five years | | Director of Orbitz Worldwide, Inc. (since 2007) (online travel company); Director of Pinnacle Entertainment, Inc. (since 2012) (gaming and hospitality company); Director of Core Logic, Inc. (since 2012) (information, analytics and business services). Formerly: Director of MarketTools, Inc. (2010 to 2012) (market research software provider); Director of eHarmony, Inc. (2005 to 2011) (online dating company). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | Orbitz Worldwide (global on-line travel company) |
| | |
| Interested Director | | |
| Ronald L. Olson4 | | |
| Year of birth | | 1941 |
| Position(s) held with Fund | | Director |
| Term of office and length of time served1 | | Served since 2005 |
| Principal occupations during the past five years | | Senior Partner of Munger, Tolles & Olson LLP (a law partnership) (1968-present). |
| Number of portfolios in fund complex overseen2 | | 13 |
| Other directorships held during the past five years | | Edison International, City National Corporation (financial services company), The Washington Post Company, and Berkshire Hathaway, Inc. |
| | |
| Western Asset Total Return Unconstrained Fund | | 73 |
Additional information (unaudited) (cont’d)
Information about Directors and Officers
| | |
| Officers5 | | |
| Kenneth D. Fuller3 | | |
| Year of birth | | 1958 |
| Position(s) with Fund | | President and Chief Executive Officer |
| Term of office and length of time served1 | | Since 2013 |
| Principal occupation(s) during past five years | | Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2013); Officer and/or Trustee/Director of 167 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg Mason & Co. (2009 to 2012); formerly, Vice President — Equity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to 2009) |
| |
Richard F. Sennett Legg Mason 100 International Drive, 7th Floor, Baltimore, MD 21202 | | |
| Year of birth | | 1970 |
| Position(s) with Fund | | Principal Financial Officer and Treasurer |
| Term of office and length of time served1 | | Since 2011 and since 2013 |
| Principal occupation(s) during past five years | | Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007) |
| |
Todd F. Kuehl Legg Mason 100 International Drive, 9th Floor, Baltimore, MD 21202 | | |
| Year of birth | | 1969 |
| Position(s) held with Fund | | Chief Compliance Officer |
| Term of office and length of time served1 | | Served since 2007 |
| Principal occupations during the past five years | | Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to 2006) |
| | |
| 74 | | Western Asset Total Return Unconstrained Fund |
| | |
| Officers5 cont’d | | |
Robert I. Frenkel Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | | |
| Year of birth | | 1954 |
| Position(s) held with Fund | | Secretary and Chief Legal Officer |
| Term of office and length of time served1 | | Served since 2009 |
| Principal occupations during the past five years | | Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006). |
| † | Directors who are not “interested persons” of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
| 1 | Each officer holds office until his or her respective successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Each of the Directors of the Fund holds office until his or her successor shall have been duly elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removed from office and applicable law and the rules of the New York Stock Exchange. |
| 2 | Mr. Abeles, Jr. became a Director effective May 22, 2013. In addition to overseeing the eleven portfolios of the Corporation, each Director also serves as a Trustee of Western Asset Premier Bond Fund and as a Director of Western Asset Income Fund, Inc. (closed-end investment companies), which are considered part of the same Fund Complex as the Fund. |
| 3 | Each officer of the Fund is an “interested person” (as defined above) of the Fund. |
| 4 | Mr. Olson is an “interested person” (as defined above) of the Fund because his law firm has provided legal services to WAM. |
| 5 | Mr. Fuller became President and Chief Executive Officer effective May 22, 2013. R. Jay Gerken retired as a Director and President and Chief Executive Officer effective May 22, 2013. |
| | |
| Western Asset Total Return Unconstrained Fund | | 75 |
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2013:
| | |
| Record date: | | Monthly |
| Payable date: | | January 2013 - December 2013 |
| Interest from Federal Obligations | | 9.07% |
The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.
Please retain this information for your records.
| | |
| 76 | | Western Asset Total Return Unconstrained Fund |
Western Asset
Total Return Unconstrained Fund
Directors
William E. B. Siart, Chairman
Robert Abeles*
Ronald J. Arnault
Anita L. DeFrantz
Ronald L. Olson
Avedick B. Poladian
Jaynie M. Studenmund
Investment manager
Legg Mason Partners Fund Advisor, LLC
Investment advisers
Western Asset Management Company
Western Asset Management Company Limited
Western Asset Management Company Ltd
Western Asset Management Company Pte. Ltd.
Transfer agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
Custodian
State Street Bank and Trust Company
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Counsel
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
| * | Effective May 22, 2013, Mr. Abeles became a Director. |
Western Asset Total Return Unconstrained Fund
The Fund is a separate investment series of Western Asset Funds, Inc.
Western Asset Total Return Unconstrained Fund
Legg Mason Funds
620 Eighth Avenue, 49th Floor
New York, NY 10018
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 on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q, shareholders can call the Fund at 1-877-721-1926.
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 the Fund at 1-877-721-1926, (2) on the Fund’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.
This report is submitted for the general information of the shareholders of Western Asset Total Return Unconstrained Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should consider the Fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
© 2014 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. 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:
| Ÿ | | Personal information included on applications or other forms; |
| Ÿ | | Account balances, transactions, and mutual fund holdings and positions; |
| Ÿ | | Online account access user IDs, passwords, security challenge question responses; and |
| Ÿ | | 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:
| Ÿ | | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators; |
| Ÿ | | 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 marketing services solely for the Funds; |
| Ÿ | | The Funds’ representatives such as legal counsel, accountants and auditors; and |
| Ÿ | | 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 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, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-877-721-1926.
Revised April 2011
|
| NOT PART OF THE ANNUAL REPORT |
Western Asset Management Company
Legg Mason, Inc. Subsidiaries
www.leggmason.com/individualinvestors
©2014 Legg Mason Investor Services, LLC Member FINRA, SIPC
WASX013140 2/14 SR14-2150
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 Mr. Ronald J. Arnault possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial expert,” and have designated Mr. Arnault as the Audit Committee’s financial expert. Mr. Arnault is “independent” Directors pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
a) Audit Fees. The aggregate fees billed in the last two fiscal years ending December 31, 2012 and December 31, 2013 (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 $354,434 in December 31, 2012 and in $509,091 December 31, 2013.
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 December 31, 2012 and $12,750 in December 31, 2013. These services consisted of procedures performed in connection with the Re-domiciliation of the various reviews of Prospectus supplements, and consent issuances related to the N-1A filings for Western Asset Funds, Inc.
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Western Asset Funds, Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods.
(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 $57,000 in December 31, 2012 and $45,605 in December 31, 2013. 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 other fees billed in the Reporting Periods for products and services provided by the Auditor were $13,130 in December 31, 2012 and $19,109 in December 31, 2013, other than the services reported in paragraphs (a) through (c) for the Item for the Western Asset Funds, Inc.
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 Funds, 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 Funds, Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for December 31, 2012 and December 31, 2013; Tax Fees were 100% and 100% for December 31, 2012 and December 31, 2013; and Other Fees were 100% and 100% for December 31, 2012 and December 31, 2013.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Funds, Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Funds, Inc. during the reporting period were $256,353 in December 31, 2012 and $240,000 in December 31, 2013.
(h) Yes. Western Asset Funds, 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 Funds, 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) | The independent board members are acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the following Board members: |
Robert Abeles, Jr.
Ronald J. Arnault
Anita L. DeFrantz
Avedick B. Poladian
William E.B. Siart
Jaynie Miller Studenmund
| 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. |
Not applicable.
| ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| 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. |
(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 Funds, Inc. |
| |
| By: | | /s/ Kenneth D. Fuller |
| | Kenneth D. Fuller |
| | Chief Executive Officer |
Date: February 24, 2014
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/ Kenneth D. Fuller |
| | Kenneth D. Fuller |
| | Chief Executive Officer |
|
| Date: February 24, 2014 |
| |
| By: | | /s/ Richard F. Sennett |
| | Richard F. Sennett |
| | Principal Financial Officer |
Date: February 24, 2014
