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 | 811-7396 |
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Western Asset Managed High Income Fund Inc. |
(Exact name of registrant as specified in charter) |
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55 Water Street, New York, NY | | 10041 |
(Address of principal executive offices) | | (Zip code) |
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Robert I. Frenkel, Esq. Legg Mason & Co., LLC 100 First Stamford Place Stamford, CT 06902 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | (888) 777-0102 | |
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Date of fiscal year end: | February 28 | |
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Date of reporting period: | August 31, 2009 | |
| | | | | | | | |
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
![](https://capedge.com/proxy/N-CSRS/0001104659-09-062113/g273371bi01i001.jpg)
SEMI-ANNUAL REPORT / AUGUST 31, 2009
Western Asset Managed High Income Fund Inc.
(MHY)
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE |
Fund objective
The Fund’s primary investment objective is high current income. Capital appreciation is a secondary objective.
What’s inside
Letter from the chairman | I |
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Fund at a glance | 1 |
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Schedule of investments | 2 |
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Statement of assets and liabilities | 18 |
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Statement of operations | 19 |
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Statements of changes in net assets | 20 |
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Financial highlights | 21 |
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Notes to financial statements | 22 |
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Additional shareholder information | 28 |
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Dividend reinvestment plan | 29 |
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc.
Letter from the chairman
![](https://capedge.com/proxy/N-CSRS/0001104659-09-062113/g273371bi01i002.jpg)
Dear Shareholder,
While the U.S. economy remained weak during the six-month reporting period ended August 31, 2009, there were indications that the worst may be over. Looking back, the U.S. Department of Commerce reported that third and fourth quarter 2008 U.S. gross domestic product (“GDP”)i contracted 2.7% and 5.4%, respectively. The economic contraction accelerated during the first quarter of 2009, as GDP fell 6.4%. However, the news was relatively better during the second quarter, as GDP declined 0.7%. The economy’s more modest contraction was due, in part, to smaller declines in both exports and business spending.
The U.S. recession, which began in December 2007, now has the dubious distinction of being the lengthiest since the Great Depression. Contributing to the economy’s troubles has been extreme weakness in the labor market. Since December 2007, approximately 7.4 million jobs have been shed and we have experienced twenty consecutive months of job losses. In addition, the unemployment rate, reported as 9.7% in August 2009, reached its highest level since June 1983.
Another strain on the economy, the housing market, may finally be getting closer to reaching a bottom. After plunging late in 2008, new single-family home starts have been fairly stable and sales of single-family homes increased for the fourth straight month in July 2009. In addition, while home prices have continued to fall, the pace of the decline has generally moderated. Other recent economic news also seemed to be “less negative” or, in some cases, actually positive. For example, job losses in August were 216,000, less than the 276,000 jobs shed the prior month and substantially lower than the monthly losses earlier in the year. Elsewhere, inflation remained low, manufacturing expanded in August for the first time in eighteen months and durable goods orders in July posted their largest increase in two years.
Ongoing issues related to the housing and subprime mortgage markets and seizing credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions. After reducing the federal funds rateiii from 5.25% in August 2007 to a range of 0 to 1/4 percent in December 2008—a historic low—the Fed has maintained this stance thus
Western Asset Managed High Income Fund Inc. | | I |
Letter from the chairman continued
far in 2009. In conjunction with its August 2009 meeting, the Fed stated that it “will maintain the target range for the federal funds rate at 0 to 1/4 percent and continues to anticipate that economic conditions are likely to warrant exceptionally low levels of the federal funds rate for an extended period.”
Both short- and long-term Treasury yields fluctuated during the reporting period. This was often prompted by changing perceptions regarding the economy, future Fed policy decisions and the government’s initiatives to stabilize the financial system. When the period began, Treasury yields were extremely low, given numerous “flights to quality” that were triggered by the fallout from last year’s financial crisis. After starting the period at 1.00% and 3.02%, respectively, two- and ten-year Treasury yields then generally moved higher (and their prices lower) until early June. Two- and ten-year yields peaked at 1.42% and 3.98%, respectively, before falling and ending the reporting period at 0.97% and 3.40%. Over the six months ended August 31, 2009, longer-term yields moved higher due to fears of future inflation given the government’s massive stimulus program. In a reversal from 2008, investor risk aversion faded during the six-month reporting period, driving spread sector (non-Treasury) prices higher. For the six-month period ended August 31, 2009, the Barclays Capital U.S. Aggregate Indexiv returned 5.95%.
The high-yield bond market produced exceptionally strong results during the six months ended August 31, 2009. Over that period, the asset class posted positive returns during all six months, as high-yield spreads significantly narrowed. This strong rally was due to a variety of factors, including the thawing of the credit markets, better economic data and strong investor demand. All told, over the six months ended August 31, 2009, the Citigroup High Yield Market Indexv returned 36.33%.
Emerging market debt prices rallied sharply—posting positive returns during all six months of the reporting period. This was triggered by firming and, in some cases, rising commodity prices, optimism that the worst of the global recession was over and increased investor risk appetite. Over the six months ended August 31, 2009, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returned 20.76%.
II | | Western Asset Managed High Income Fund Inc. |
Performance review
For the six months ended August 31, 2009, Western Asset Managed High Income Fund Inc. returned 38.11% based on its net asset value (“NAV”)vii and 38.91% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Indexviii, returned 36.31% over the same time frame. The Lipper High Current Yield Closed-End Funds Category Averageix returned 31.74% for the same period. Please note that Lipper performance returns are based on each fund’s NAV.
During this six-month period, the Fund made distributions to shareholders totaling $0.29 per share, which may have included a return of capital. The performance table shows the Fund’s six-month total return based on its NAV and market price as of August 31, 2009. Past performance is no guarantee of future results.
PERFORMANCE SNAPSHOT as of August 31, 2009 (unaudited)
PRICE PER SHARE | | 6-MONTH TOTAL RETURN* (not annualized) | |
$5.30 (NAV) | | 38.11% | |
$5.37 (Market Price) | | 38.91% | |
All figures represent past performance and are not a guarantee of future results.
* Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.
A special note regarding increased market volatility
Dramatically higher volatility in the financial markets has been very challenging for many investors. Market movements have been rapid—sometimes in reaction to economic news, and sometimes creating the news. In the midst of this evolving market environment, we at Legg Mason want to do everything we can to help you reach your financial goals. Now, as always, we remain committed to providing you with excellent service and a full spectrum of investment choices. Rest assured, we will continue to work hard to ensure that our investment managers make every effort to deliver strong long-term results.
We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website, www.leggmason.com/cef. Here you can gain immediate access to many special features to help guide you through difficult times, including:
· Fund prices and performance,
· Market insights and commentaries from our portfolio managers, and
· A host of educational resources.
Western Asset Managed High Income Fund Inc. | | III |
Letter from the chairman continued
During periods of market unrest, it is especially important to work closely with your financial advisor and remember that reaching one’s investment goals unfolds over time and through multiple market cycles. Time and again, history has shown that, over the long run, the markets have eventually recovered and grown.
Information about your fund
Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.
Looking for additional information?
The Fund is traded under the symbol “MHY” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XMHYX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites, as well as www.leggmason.com/cef.
In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Standard Time, for the Fund’s current NAV, market price and other information.
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.
Sincerely,
![](https://capedge.com/proxy/N-CSRS/0001104659-09-062113/g273371bi01i003.jpg)
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
September 30, 2009
IV | | Western Asset Managed High Income Fund Inc. |
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.
RISKS: Fixed-income investments are subject to interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. The Fund invests in high-yield bonds, which are subject to additional risks such as the increased risk of default and greater volatility because of the lower credit quality of the issues. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. In addition, the Fund may invest in foreign securities, which are subject to certain risks of overseas investing including currency fluctuations and changes in political and economic conditions, which could result in significant market fluctuations.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
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 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. |
iii | 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. |
iv | The Barclays Capital (formerly Lehman Brothers) 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 Citigroup High Yield Market Index is a broad-based unmanaged index of high-yield securities. |
vi | The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. |
vii | Net asset value (“NAV”) is calculated by subtracting total liabilities and outstanding preferred stock (if any) from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares. |
viii | The Barclays Capital (formerly Lehman Brothers) U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Barclays Capital U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. |
ix | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the six-month period ended August 31, 2009, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 6 funds in the Fund’s Lipper category. |
Western Asset Managed High Income Fund Inc. | | V |
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Fund at a glance† (unaudited)
INVESTMENT BREAKDOWN (%) As a percent of total investments
![](https://capedge.com/proxy/N-CSRS/0001104659-09-062113/g273371bi01i004.jpg)
† The bar graphs above represent the composition of the Fund’s investments as of August 31, 2009 and February 28, 2009 and do not include derivatives. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | | 1 |
Schedule of investments (unaudited)
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
CORPORATE BONDS & NOTES — 92.0% | | | |
CONSUMER DISCRETIONARY — 18.4% | | | |
| | Auto Components — 0.7% | | | |
$ | 240,000 | | Affinia Group Inc., Senior Secured Notes, 10.750% due 8/15/16(a) | | $ | 249,000 | |
1,410,000 | | Allison Transmission Inc., Senior Notes, 11.250% due 11/1/15(a)(b) | | 1,191,450 | |
375,000 | | Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13 | | 100,312 | |
| | Visteon Corp., Senior Notes: | | | |
299,000 | | 8.250% due 8/1/10(c) | | 19,435 | |
1,153,000 | | 12.250% due 12/31/16(a)(c) | | 83,593 | |
| | Total Auto Components | | 1,643,790 | |
| | Automobiles — 0.4% | | | |
| | General Motors Corp.: | | | |
1,860,000 | | Notes, 7.200% due 1/15/11(c) | | 283,650 | |
2,860,000 | | Senior Debentures, 8.375% due 7/15/33(c) | | 454,025 | |
1,325,000 | | Senior Notes, 7.125% due 7/15/13(c) | | 198,750 | |
| | Total Automobiles | | 936,425 | |
| | Diversified Consumer Services — 0.9% | | | |
1,995,000 | | Education Management LLC/Education Management Finance Corp., Senior Subordinated Notes, 10.250% due 6/1/16 | | 2,097,244 | |
245,000 | | Service Corp. International, Senior Notes, 7.500% due 4/1/27 | | 208,250 | |
| | Total Diversified Consumer Services | | 2,305,494 | |
| | Hotels, Restaurants & Leisure — 6.1% | | | |
820,000 | | Ameristar Casinos Inc., Senior Notes, 9.250% due 6/1/14(a) | | 842,550 | |
410,000 | | Boyd Gaming Corp., Senior Subordinated Notes, 7.125% due 2/1/16 | | 343,375 | |
2,610,000 | | Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11 | | 2,414,250 | |
374,000 | | Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12 | | 376,805 | |
935,000 | | Downstream Development Quapaw, Senior Notes, 12.000% due 10/15/15(a) | | 596,062 | |
| | El Pollo Loco Inc.: | | | |
1,670,000 | | Senior Notes, 11.750% due 11/15/13 | | 1,436,200 | |
420,000 | | Senior Secured Notes, 11.750% due 12/1/12(a) | | 441,000 | |
270,000 | | Fontainebleau Las Vegas Holdings LLC/Fontainebleau Las Vegas Capital Corp., 10.250% due 6/15/15 (a) (c) | | 10,800 | |
260,000 | | Harrah’s Operating Co. Inc., Senior Notes, 10.750% due 2/1/16 | | 169,650 | |
1,605,000 | | Harrahs Operating Escrow LLC/Harrahs Escrow Corp., Senior Secured Notes, 11.250% due 6/1/17(a) | | 1,641,112 | |
985,000 | | Indianapolis Downs LLC & Capital Corp., Senior Secured Notes, 11.000% due 11/1/12(a) | | 704,275 | |
1,840,000 | | Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10(c)(d) | | 818,800 | |
| | | | | | | |
See Notes to Financial Statements.
2 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Hotels, Restaurants & Leisure — 6.1% continued | | | |
| | MGM MIRAGE Inc.: | | | |
$ | 50,000 | | Senior Notes, 8.500% due 9/15/10 | | $ | 48,750 | |
| | Senior Secured Notes: | | | |
90,000 | | 10.375% due 5/15/14(a) | | 95,175 | |
215,000 | | 11.125% due 11/15/17(a) | | 233,813 | |
1,900,000 | | Senior Subordinated Notes, 8.375% due 2/1/11 | | 1,619,750 | |
260,000 | | Penn National Gaming Inc., Senior Subordinated Notes, 8.750% due 8/15/19(a) | | 259,350 | |
950,000 | | Pinnacle Entertainment Inc., Senior Notes, 8.625% due 8/1/17(a) | | 940,500 | |
635,000 | | Sbarro Inc., Senior Notes, 10.375% due 2/1/15 | | 454,025 | |
| | Snoqualmie Entertainment Authority, Senior Secured Notes: | | | |
545,000 | | 4.680% due 2/1/14(a)(e) | | 269,775 | |
105,000 | | 9.125% due 2/1/15(a) | | 58,275 | |
| | Station Casinos Inc.: | | | |
| | Senior Notes: | | | |
860,000 | | 6.000% due 4/1/12(c)(d) | | 276,275 | |
1,430,000 | | 7.750% due 8/15/16(c)(d) | | 452,238 | |
40,000 | | Senior Subordinated Notes, 6.625% due 3/15/18(c)(d) | | 1,600 | |
400,000 | | Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10(a) | | 390,000 | |
| | Total Hotels, Restaurants & Leisure | | 14,894,405 | |
| | Household Durables — 1.3% | | | |
| | American Greetings Corp., Senior Notes: | | | |
120,000 | | 7.375% due 6/1/16 | | 103,200 | |
35,000 | | 7.375% due 6/1/16 | | 26,950 | |
535,000 | | K Hovnanian Enterprises Inc., Senior Notes, 11.500% due 5/1/13 | | 520,287 | |
1,065,000 | | Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11 | | 1,080,975 | |
1,390,000 | | Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, 9.750% due 9/1/12 | | 1,334,400 | |
| | Total Household Durables | | 3,065,812 | |
| | Leisure Equipment & Products — 0.1% | | | |
275,000 | | WMG Acquisition Corp., Senior Secured Notes, 9.500% due 6/15/16(a) | | 286,000 | |
| | Media — 6.8% | | | |
| | Affinion Group Inc.: | | | |
| | Senior Notes: | | | |
720,000 | | 10.125% due 10/15/13(a) | | 719,100 | |
310,000 | | 10.125% due 10/15/13 | | 309,613 | |
2,525,000 | | Senior Subordinated Notes, 11.500% due 10/15/15 | | 2,436,625 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 3 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Media — 6.8% continued | | | |
| | CCH I LLC/CCH I Capital Co | | | |
$ | 540,000 | | Senior Notes, 11.000% due 10/1/15(c)(d) | | $ | 72,900 | |
4,075,000 | | Senior Secured Notes, 11.000% due 10/1/15(c)(d) | | 590,875 | |
405,000 | | CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 10/1/13(c)(d) | | 452,081 | |
| | Cengage Learning Acquisitions Inc.: | | | |
965,000 | | Senior Notes, 10.500% due 1/15/15(a) | | 882,975 | |
530,000 | | Senior Subordinated Notes, 13.250% due 7/15/15(a) | | 450,500 | |
420,000 | | Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12(c)(d) | | 4,200 | |
390,000 | | Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Discount Notes, 11.750% due 5/15/11(c)(d) | | 2,438 | |
1,980,000 | | Charter Communications Inc., Senior Secured Notes, 12.875% due 9/15/14(a)(d) | | 2,158,200 | |
915,000 | | CSC Holdings Inc., Senior Notes, 8.500% due 6/15/15(a) | | 928,725 | |
| | DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., Senior Notes: | | | |
90,000 | | 8.375% due 3/15/13 | | 92,700 | |
145,000 | | 7.625% due 5/15/16 | | 153,338 | |
| | DISH DBS Corp., Senior Notes: | | | |
590,000 | | 6.625% due 10/1/14 | | 561,975 | |
145,000 | | 7.750% due 5/31/15 | | 142,825 | |
1,760,000 | | 7.875% due 9/1/19(a) | | 1,744,600 | |
680,000 | | Idearc Inc., Senior Notes, 8.000% due 11/15/16(c) | | 55,250 | |
825,000 | | R.H. Donnelley Corp., Senior Notes, 8.875% due 1/15/16(c) | | 52,594 | |
750,000 | | Sinclair Broadcast Group Inc., Senior Subordinated Notes, 8.000% due 3/15/12 | | 620,625 | |
635,000 | | Sun Media Corp., Senior Notes, 7.625% due 2/15/13 | | 433,387 | |
1,300,000 | | Time Warner Inc., Senior Notes, 7.625% due 4/15/31 | | 1,431,556 | |
1,205,000 | | Univision Communications Inc., Senior Secured Notes, 12.000% due 7/1/14(a) | | 1,271,275 | |
410,000 | | UPC Holding BV, Senior Notes, 9.875% due 4/15/18(a) | | 416,662 | |
| | Virgin Media Finance PLC: | | | |
310,000 | | Senior Bonds, 9.500% due 8/15/16 | | 320,075 | |
330,000 | | Senior Notes, 9.125% due 8/15/16 | | 335,775 | |
| | Total Media | | 16,640,869 | |
| | Multiline Retail — 0.8% | | | |
115,000 | | Dollar General Corp., Senior Notes, 10.625% due 7/15/15 | | 128,225 | |
| | Neiman Marcus Group Inc.: | | | |
2,247,603 | | Senior Notes, 9.000% due 10/15/15(b) | | 1,685,702 | |
140,000 | | Senior Secured Notes, 7.125% due 6/1/28 | | 107,100 | |
| | Total Multiline Retail | | 1,921,027 | |
| | | | | | | |
See Notes to Financial Statements.
4 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Specialty Retail — 0.7% | | | |
$ | 1,085,000 | | Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12 | | $ | 572,337 | |
220,000 | | Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15 | | 227,975 | |
95,000 | | Limited Brands Inc., Senior Notes, 8.500% due 6/15/19(a) | | 96,397 | |
980,000 | | Michaels Stores Inc., Senior Notes, 10.000% due 11/1/14 | | 940,800 | |
| | Total Specialty Retail | | 1,837,509 | |
| | Textiles, Apparel & Luxury Goods — 0.6% | | | |
1,425,000 | | Oxford Industries Inc., Senior Secured Notes, 11.375% due 7/15/15 | | 1,489,125 | |
| | TOTAL CONSUMER DISCRETIONARY | | 45,020,456 | |
CONSUMER STAPLES — 1.8% | | | |
| | Food Products — 0.8% | | | |
1,414,000 | | Dole Food Co. Inc., Senior Notes, 8.875% due 3/15/11 | | 1,417,535 | |
630,000 | | Smithfield Foods Inc., Senior Secured Notes, 10.000% due 7/15/14(a) | | 645,750 | |
| | Total Food Products | | 2,063,285 | |
| | Household Products — 0.5% | | | |
405,000 | | American Achievement Corp., Senior Subordinated Notes, 8.250% due 4/1/12(a) | | 398,925 | |
710,000 | | Visant Holding Corp., Senior Notes, 8.750% due 12/1/13 | | 720,650 | |
| | Total Household Products | | 1,119,575 | |
| | Tobacco — 0.5% | | | |
| | Alliance One International Inc., Senior Notes: | | | |
700,000 | | 10.000% due 7/15/16(a) | | 694,750 | |
400,000 | | 10.000% due 7/15/16(a) | | 397,000 | |
| | Total Tobacco | | 1,091,750 | |
| | TOTAL CONSUMER STAPLES | | 4,274,610 | |
ENERGY — 13.6% | | | |
| | Energy Equipment & Services — 2.5% | | | |
1,145,000 | | ANR Pipeline Co., Debentures, 9.625% due 11/1/21 | | 1,563,871 | |
850,000 | | Basic Energy Services Inc., Senior Secured Notes, 11.625% due 8/1/14(a) | | 871,250 | |
690,000 | | Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16 | | 595,125 | |
955,000 | | Key Energy Services Inc., Senior Notes, 8.375% due 12/1/14 | | 869,050 | |
1,960,000 | | Tennessee Gas Pipeline Co., Bonds, 8.375% due 6/15/32 | | 2,354,463 | |
| | Total Energy Equipment & Services | | 6,253,759 | |
| | Oil, Gas & Consumable Fuels — 11.1% | | | |
745,000 | | Arch Coal Inc., Senior Notes, 8.750% due 8/1/16(a) | | 748,725 | |
1,050,000 | | Atlas Pipeline Partners LP, Senior Notes, 8.750% due 6/15/18 | | 861,000 | |
2,420,000 | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | 2,178,000 | |
700,000 | | Berry Petroleum Co., Senior Notes, 10.250% due 6/1/14 | | 734,125 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 5 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Oil, Gas & Consumable Fuels — 11.1% continued | | | |
| | Chesapeake Energy Corp., Senior Notes: | | | |
$ | 435,000 | | 6.625% due 1/15/16 | | $ | 397,481 | |
950,000 | | 6.250% due 1/15/18 | | 831,250 | |
945,000 | | 7.250% due 12/15/18 | | 869,400 | |
345,000 | | Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15 | | 329,475 | |
375,000 | | Compagnie Generale de Geophysique-Veritas, Senior Notes, 9.500% due 5/15/16(a) | | 388,125 | |
2,495,382 | | Corral Petroleum Holdings AB, Senior Secured Subordinated Bonds, 5.509% due 4/15/10(a)(b)(e) | | 1,921,444 | |
90,000 | | El Paso Corp., Senior Notes, 8.250% due 2/15/16 | | 91,350 | |
210,000 | | Encore Acquisition Co., Senior Subordinated Notes, 9.500% due 5/1/16 | | 213,150 | |
| | Enterprise Products Operating LLP: | | | |
840,000 | | Junior Subordinated Notes, 8.375% due 8/1/66(e) | | 729,608 | |
1,040,000 | | Subordinated Notes, 7.034% due 1/15/68(e) | | 854,066 | |
1,190,000 | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | 1,172,150 | |
855,000 | | Forest Oil Corp., Senior Notes, 8.500% due 2/15/14(a) | | 863,550 | |
1,760,000 | | International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 | | 1,496,000 | |
| | Mariner Energy Inc., Senior Notes: | | | |
560,000 | | 7.500% due 4/15/13 | | 532,000 | |
335,000 | | 8.000% due 5/15/17 | | 298,150 | |
640,000 | | MarkWest Energy Partners LP/MarkWest Energy Finance Corp., Senior Notes, 8.750% due 4/15/18 | | 611,200 | |
| | OPTI Canada Inc., Senior Secured Notes: | | | |
545,000 | | 7.875% due 12/15/14 | | 351,525 | |
715,000 | | 8.250% due 12/15/14 | | 468,325 | |
295,000 | | Parallel Petroleum Corp., Senior Notes, 10.250% due 8/1/14 | | 203,550 | |
900,000 | | Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13 | | 918,000 | |
| | Petroplus Finance Ltd., Senior Notes: | | | |
380,000 | | 6.750% due 5/1/14(a) | | 347,700 | |
470,000 | | 7.000% due 5/1/17(a) | | 413,600 | |
685,000 | | Plains Exploration & Production Co., Senior Notes, 10.000% due 3/1/16 | | 729,525 | |
| | Quicksilver Resources Inc., Senior Notes: | | | |
720,000 | | 8.250% due 8/1/15 | | 680,400 | |
285,000 | | 11.750% due 1/1/16 | | 303,525 | |
2,825,000 | | SandRidge Energy Inc., Senior Notes, 8.625% due 4/1/15(b) | | 2,669,625 | |
2,100,000 | | SemGroup LP, Senior Notes, 8.750% due 11/15/15(a)(c)(d) | | 136,500 | |
200,000 | | Targa Resources Partners LP, Senior Notes, 8.250% due 7/1/16 | | 180,000 | |
960,000 | | Teekay Corp., Senior Notes, 8.875% due 7/15/11 | | 960,000 | |
645,000 | | Tennessee Gas Pipeline Co., Senior Notes, 8.000% due 2/1/16 | | 726,937 | |
860,000 | | VeraSun Energy Corp., Senior Notes, 9.375% due 6/1/17(c) | | 124,700 | |
| | | | | | | |
See Notes to Financial Statements.
6 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Oil, Gas & Consumable Fuels — 11.1% continued | | | |
$ | 795,000 | | W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14(a) | | $ | 703,575 | |
765,000 | | Whiting Petroleum Corp., Senior Subordinated Notes, 7.000% due 2/1/14 | | 753,525 | |
260,000 | | Williams Cos. Inc., Notes, 8.750% due 3/15/32 | | 293,256 | |
| | Total Oil, Gas & Consumable Fuels | | 27,084,517 | |
| | TOTAL ENERGY | | 33,338,276 | |
FINANCIALS — 14.0% | | | |
| | Capital Markets — 0.1% | | | |
865,000 | | Lehman Brothers Holdings Inc., Medium-Term Notes, Senior Notes, 5.250% due 2/6/12(c) | | 155,700 | |
| | Commercial Banks — 1.8% | | | |
650,000 | | BAC Capital Trust VI, Capital Securities, Junior Subordinated Notes, 5.625% due 3/8/35 | | 446,070 | |
200,000 | | BankAmerica Institutional Capital B, Junior Subordinated Bonds, 7.700% due 12/31/26(a) | | 179,000 | |
890,000 | | Rabobank Nederland NV, Junior Subordinated Notes, 11.000% due 6/30/19(a)(e)(f) | | 1,054,143 | |
| | Royal Bank of Scotland Group PLC, Subordinated Notes: | | | |
465,000 | | 5.000% due 11/12/13 | | 420,950 | |
200,000 | | 5.050% due 1/8/15 | | 177,448 | |
1,965,000 | | Wells Fargo Capital XIII, Medium-Term Notes, 7.700% due 3/26/13(e)(f) | | 1,719,375 | |
365,000 | | Wells Fargo Capital XV, Junior Subordinated Notes, 9.750% due 9/26/13(e)(f) | | 372,300 | |
| | Total Commercial Banks | | 4,369,286 | |
| | Consumer Finance — 5.4% | | | |
2,115,000 | | FMG Finance Pty Ltd., Senior Secured Notes, 10.625% due 9/1/16(a) | | 2,284,200 | |
| | Ford Motor Credit Co., Senior Notes: | | | |
256,000 | | 5.879% due 6/15/11(e) | | 235,840 | |
1,060,000 | | 9.875% due 8/10/11 | | 1,049,238 | |
5,950,000 | | 12.000% due 5/15/15 | | 6,200,614 | |
1,090,000 | | Ford Motor Credit Co., LLC, Senior Notes, 7.500% due 8/1/12 | | 1,003,891 | |
3,223,000 | | GMAC LLC, Senior Notes, 8.000% due 11/1/31(a) | | 2,521,998 | |
| | Total Consumer Finance | | 13,295,781 | |
| | Diversified Financial Services — 3.6% | | | |
65,000 | | Bank of America Corp., Notes, Preferred Securities, 8.000% due 1/30/18(e)(f) | | 56,995 | |
680,000 | | Capital One Capital V, Junior Subordinated Notes, Cumulative Trust Preferred Securities, 10.250% due 8/15/39 | | 693,064 | |
1,450,000 | | CCM Merger Inc., Notes, 8.000% due 8/1/13(a) | | 1,181,750 | |
| | CIT Group Inc., Senior Notes: | | | |
315,000 | | 4.125% due 11/3/09 | | 206,136 | |
1,080,000 | | 0.759% due 3/12/10(e) | | 676,350 | |
1,230,000 | | JPMorgan Chase & Co., Junior Subordinated Notes, 7.900% due 4/30/18(e)(f) | | 1,175,761 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 7 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Diversified Financial Services — 3.6% continued | | | |
$ | 980,000 | | Leucadia National Corp., Senior Notes, 8.125% due 9/15/15 | | $ | 965,300 | |
450,000 | | Smurfit Kappa Funding PLC, Senior Subordinated Notes, 7.750% due 4/1/15 | | 366,750 | |
| | TNK-BP Finance SA: | | | |
918,000 | | 7.875% due 3/13/18(a) | | 870,952 | |
445,000 | | Senior Notes, 7.875% due 3/13/18(a) | | 420,525 | |
1,720,000 | | Vanguard Health Holdings Co., I LLC, Senior Discount Notes, step bond to yield 13.433% due 10/1/15 | | 1,737,200 | |
460,000 | | Vanguard Health Holdings Co., II LLC, Senior Subordinated Notes, 9.000% due 10/1/14 | | 454,250 | |
| | Total Diversified Financial Services | | 8,805,033 | |
| | Insurance — 1.0% | | | |
| | American International Group Inc.: | | | |
655,000 | | Junior Subordinated Notes, 8.175% due 5/15/58(e) | | 312,763 | |
| | Senior Medium-Term Notes: | | | |
370,000 | | 5.850% due 1/16/18 | | 246,919 | |
1,030,000 | | 5.450% due 5/18/17 | | 690,734 | |
1,125,000 | | Senior Notes, 8.250% due 8/15/18 | | 902,276 | |
360,000 | | MetLife Capital Trust IV, Junior Subordinated Notes, 7.875% due 12/15/37(a) | | 322,200 | |
| | Total Insurance | | 2,474,892 | |
| | Real Estate Investment Trusts (REITs) — 0.5% | | | |
375,000 | | Host Marriott LP, Senior Notes, 7.125% due 11/1/13 | | 364,688 | |
| | Ventas Realty LP/Ventas Capital Corp., Senior Notes: | | | |
220,000 | | 6.500% due 6/1/16 | | 205,150 | |
695,000 | | 6.750% due 4/1/17 | | 656,775 | |
| | Total Real Estate Investment Trusts (REITs) | | 1,226,613 | |
| | Real Estate Management & Development — 0.6% | | | |
395,200 | | Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, step bond to yield 24.274% due 6/30/15(a)(d)(g) | | 148,200 | |
| | Realogy Corp.: | | | |
1,390,000 | | Senior Notes, 10.500% due 4/15/14 | | 834,000 | |
1,220,000 | | Senior Subordinated Notes, 12.375% due 4/15/15 | | 500,200 | |
115,740 | | Senior Toggle Notes, 11.000% due 4/15/14(b) | | 57,870 | |
| | Total Real Estate Management & Development | | 1,540,270 | |
| | Thrifts & Mortgage Finance — 1.0% | | | |
3,000,000 | | Ocwen Capital Trust I, Junior Subordinated Capital Securities, 10.875% due 8/1/27 | | 2,430,000 | |
| | TOTAL FINANCIALS | | 34,297,575 | |
| | | | | | | |
See Notes to Financial Statements.
8 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
HEALTH CARE — 6.9% | | | |
| | Health Care Equipment & Supplies — 0.6% | | | |
| | Biomet Inc.: | | | |
$ | 190,000 | | Senior Notes, 11.625% due 10/15/17 | | $ | 201,875 | |
1,125,000 | | Senior Toggle Notes, 10.375% due 10/15/17(b) | | 1,178,438 | |
| | Total Health Care Equipment & Supplies | | 1,380,313 | |
| | Health Care Providers & Services — 6.3% | | | |
2,135,000 | | CRC Health Corp., Senior Subordinated Notes, 10.750% due 2/1/16 | | 1,451,800 | |
775,000 | | DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15 | | 751,750 | |
| | HCA Inc.: | | | |
2,345,000 | | Debentures, 7.500% due 11/15/95 | | 1,549,367 | |
490,000 | | Notes, 7.690% due 6/15/25 | | 384,658 | |
25,000 | | Senior Notes, 6.250% due 2/15/13 | | 23,313 | |
| | Senior Secured Notes: | | | |
979,000 | | 9.625% due 11/15/16(b) | | 991,237 | |
1,890,000 | | 7.875% due 2/15/20(a) | | 1,847,475 | |
850,000 | | IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14 | | 835,125 | |
| | Tenet Healthcare Corp.: | | | |
| | Senior Notes: | | | |
595,000 | | 7.375% due 2/1/13 | | 550,375 | |
797,000 | | 9.000% due 5/1/15(a) | | 820,910 | |
1,642,000 | | 10.000% due 5/1/18(a) | | 1,777,465 | |
158,000 | | Senior Secured Notes, 8.875% due 7/1/19(a) | | 162,740 | |
| | Universal Hospital Services Inc., Senior Secured Notes: | | | |
320,000 | | 4.635% due 6/1/15(e) | | 260,800 | |
1,190,000 | | 8.500% due 6/1/15(b) | | 1,154,300 | |
2,095,000 | | US Oncology Holdings Inc., Senior Notes, 7.654% due 3/15/12(b)(e) | | 1,791,225 | |
1,055,000 | | US Oncology Inc., Senior Secured Notes, 9.125% due 8/15/17(a) | | 1,102,475 | |
| | Total Health Care Providers & Services | | 15,455,015 | |
| | Pharmaceuticals — 0.0% | | | |
2,920,000 | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12(c)(d) | | 14,600 | |
| | TOTAL HEALTH CARE | | 16,849,928 | |
INDUSTRIALS — 9.6% | | | |
| | Aerospace & Defense — 1.0% | | | |
2,651,000 | | Hawker Beechcraft Acquisition Co., Senior Notes, 8.875% due 4/1/15(b) | | 1,524,325 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 9 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Aerospace & Defense — 1.0% continued | | | |
| | L-3 Communications Corp., Senior Subordinated Notes: | | | |
$ | 870,000 | | 5.875% due 1/15/15 | | $ | 817,800 | |
170,000 | | 6.375% due 10/15/15 | | 161,075 | |
| | Total Aerospace & Defense | | 2,503,200 | |
| | Airlines — 2.0% | | | |
| | Continental Airlines Inc., Pass-Through Certificates: | | | |
125,245 | | 8.312% due 4/2/11 | | 103,953 | |
560,000 | | 7.339% due 4/19/14 | | 431,200 | |
3,145,000 | | DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15(a) | | 2,217,225 | |
575,920 | | Delta Air Lines Inc., Pass-Through Certificates, 8.954% due 8/10/14 | | 423,301 | |
| | United Airlines Inc., Pass-Through Certificates: | | | |
630,000 | | 6.831% due 3/1/10 | | 763,875 | |
581,502 | | 8.030% due 7/1/11 | | 616,392 | |
275,000 | | 6.932% due 9/1/11 | | 369,875 | |
| | Total Airlines | | 4,925,821 | |
| | Building Products — 1.2% | | | |
| | Associated Materials Inc.: | | | |
3,365,000 | | Senior Discount Notes, 11.250% due 3/1/14 | | 1,833,925 | |
275,000 | | Senior Subordinated Notes, 9.750% due 4/15/12 | | 247,500 | |
460,000 | | Nortek Inc., Senior Secured Notes, 10.000% due 12/1/13(d) | | 430,100 | |
2,920,000 | | NTK Holdings Inc., Senior Discount Notes, step bond to yield 36.013% due 3/1/14(d) | | 146,000 | |
135,000 | | USG Corp., Senior Notes, 9.750% due 8/1/14(a) | | 139,388 | |
| | Total Building Products | | 2,796,913 | |
| | Commercial Services & Supplies — 1.7% | | | |
| | Altegrity Inc., Senior Subordinated Notes: | | | |
160,000 | | 10.500% due 11/1/15(a) | | 133,200 | |
1,460,000 | | 11.750% due 5/1/16(a) | | 1,120,550 | |
1,060,000 | | DynCorp International LLC/DIV Capital Corp., Senior Subordinated Notes, 9.500% due 2/15/13 | | 1,079,875 | |
| | RSC Equipment Rental Inc.: | | | |
1,500,000 | | Senior Notes, 9.500% due 12/1/14 | | 1,350,000 | |
520,000 | | Senior Secured Notes, 10.000% due 7/15/17(a) | | 546,000 | |
| | Total Commercial Services & Supplies | | 4,229,625 | |
| | Machinery — 0.2% | | | |
430,000 | | American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14 | | 400,975 | |
170,000 | | Terex Corp., Senior Notes, 10.875% due 6/1/16 | | 178,925 | |
| | Total Machinery | | 579,900 | |
| | | | | | | |
See Notes to Financial Statements.
10 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Road & Rail — 2.1% | | | |
| | Kansas City Southern de Mexico, Senior Notes: | | | |
$ | 2,435,000 | | 9.375% due 5/1/12 | | $ | 2,410,650 | |
315,000 | | 7.375% due 6/1/14 | | 280,350 | |
670,000 | | 12.500% due 4/1/16(a) | | 710,200 | |
210,000 | | Kansas City Southern Railway, Senior Notes, 13.000% due 12/15/13 | | 237,825 | |
1,360,000 | | RailAmerica Inc., Senior Secured Notes, 9.250% due 7/1/17(a) | | 1,412,700 | |
| | Total Road & Rail | | 5,051,725 | |
| | Trading Companies & Distributors — 1.1% | | | |
880,000 | | Ashtead Capital Inc., Notes, 9.000% due 8/15/16(a) | | 776,600 | |
280,000 | | Ashtead Holdings PLC, Senior Secured Notes, 8.625% due 8/1/15(a) | | 247,100 | |
1,260,000 | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 | | 1,089,900 | |
1,565,000 | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14(a)(d) | | 633,825 | |
| | Total Trading Companies & Distributors | | 2,747,425 | |
| | Transportation Infrastructure — 0.3% | | | |
| | Swift Transportation Co., Senior Secured Notes: | | | |
345,000 | | 8.190% due 5/15/15(a)(e) | | 177,675 | |
900,000 | | 12.500% due 5/15/17(a) | | 499,500 | |
| | Total Transportation Infrastructure | | 677,175 | |
| | TOTAL INDUSTRIALS | | 23,511,784 | |
INFORMATION TECHNOLOGY — 1.3% | | | |
| | IT Services — 0.8% | | | |
| | Ceridian Corp., Senior Notes: | | | |
245,000 | | 11.250% due 11/15/15 | | 209,475 | |
855,000 | | 12.250% due 11/15/15(b) | | 679,725 | |
| | First Data Corp.: | | | |
150,000 | | 5.625% due 11/1/11 | | 120,750 | |
1,020,000 | | Senior Notes, 9.875% due 9/24/15(a) | | 867,000 | |
175,000 | | SunGard Data Systems Inc., Senior Subordinated Notes, 10.250% due 8/15/15 | | 174,125 | |
| | Total IT Services | | 2,051,075 | |
| | Semiconductors & Semiconductor Equipment — 0.5% | | | |
| | Freescale Semiconductor Inc.: | | | |
| | Senior Notes: | | | |
680,000 | | 8.875% due 12/15/14 | | 462,400 | |
199,381 | | 9.125% due 12/15/14(b) | | 116,638 | |
550,000 | | Senior Subordinated Notes, 10.125% due 12/15/16 | | 308,000 | |
360,000 | | Sensata Technologies B.V., Senior Notes, 8.000% due 5/1/14 | | 309,600 | |
| | Total Semiconductors & Semiconductor Equipment | | 1,196,638 | |
| | TOTAL INFORMATION TECHNOLOGY | | 3,247,713 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 11 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
MATERIALS — 8.3% | | | |
| | Chemicals — 0.5% | | | |
$ | 770,000 | | Ashland Inc., Senior Notes, 9.125% due 6/1/17(a) | | $ | 810,425 | |
70,000 | | Methanex Corp., Senior Notes, 8.750% due 8/15/12 | | 69,300 | |
295,000 | | Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16 | | 281,725 | |
| | Total Chemicals | | 1,161,450 | |
| | Containers & Packaging — 1.1% | | | |
425,000 | | BWAY Corp., Senior Subordinated Notes, 10.000% due 4/15/14(a) | | 443,062 | |
| | Graham Packaging Co. L.P.: | | | |
295,000 | | Senior Notes, 8.500% due 10/15/12 | | 296,475 | |
485,000 | | Senior Subordinated Notes, 9.875% due 10/15/14 | | 485,000 | |
425,000 | | Radnor Holdings Inc., Senior Notes, 11.000% due 3/15/10(c)(d)(g) | | 0 | |
390,000 | | Rock-Tenn Co., Senior Notes, 9.250% due 3/15/16 | | 412,425 | |
905,000 | | Solo Cup Co., Senior Secured Notes, 10.500% due 11/1/13(a) | | 954,775 | |
| | Total Containers & Packaging | | 2,591,737 | |
| | Metals & Mining — 3.2% | | | |
1,090,000 | | Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 | | 1,002,800 | |
2,998,380 | | Noranda Aluminium Acquisition Corp., Senior Notes, 6.163% due 5/15/15(b)(e) | | 1,844,004 | |
| | Novelis Inc., Senior Notes: | | | |
1,730,000 | | 7.250% due 2/15/15 | | 1,409,950 | |
415,000 | | 11.500% due 2/15/15(a) | | 403,587 | |
560,000 | | Rio Tinto Finance USA Ltd., Senior Notes, 9.000% due 5/1/19 | | 671,889 | |
1,835,000 | | Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15 | | 1,697,375 | |
| | Teck Resources Ltd., Senior Secured Notes: | | | |
400,000 | | 9.750% due 5/15/14 | | 434,000 | |
330,000 | | 10.250% due 5/15/16 | | 366,300 | |
| | Total Metals & Mining | | 7,829,905 | |
| | Paper & Forest Products — 3.5% | | | |
3,220,000 | | Abitibi-Consolidated Co. of Canada, Senior Secured Notes, 13.750% due 4/1/11(a)(c) | | 3,075,100 | |
| | Appleton Papers Inc.: | | | |
75,000 | | Senior Notes, 8.125% due 6/15/11(d) | | 56,813 | |
3,260,000 | | Senior Subordinated Notes, 9.750% due 6/15/14(d) | | 1,487,375 | |
1,320,000 | | Georgia-Pacific LLC, Senior Notes, 8.250% due 5/1/16(a) | | 1,339,800 | |
| | NewPage Corp., Senior Secured Notes: | | | |
2,145,000 | | 7.420% due 5/1/12(e) | | 927,712 | |
295,000 | | 10.000% due 5/1/12 | | 161,513 | |
1,460,380 | | Newpage Holding Corp., Senior Notes, 8.579% due 11/1/13(b)(e) | | 343,189 | |
340,000 | | PE Paper Escrow GmbH, Senior Secured Notes, 12.000% due 8/1/14(a) | | 349,139 | |
| | | | | | | |
See Notes to Financial Statements.
12 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
| | Paper & Forest Products — 3.5% continued | | | |
$ | 835,000 | | Verso Paper Holdings LLC, Senior Secured Notes, 11.500% due 7/1/14(a) | | $ | 822,475 | |
| | Total Paper & Forest Products | | 8,563,116 | |
| | TOTAL MATERIALS | | 20,146,208 | |
TELECOMMUNICATION SERVICES — 9.4% | | | |
| | Diversified Telecommunication Services — 5.9% | | | |
980,000 | | CC Holdings GS V LLC, Senior Secured Notes, 7.750% due 5/1/17(a) | | 994,700 | |
175,000 | | Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28 | | 126,875 | |
940,000 | | GT Group Telecom Inc., Senior Discount Notes, 13.250% due 2/1/10(c)(d)(g) | | 0 | |
670,000 | | Hawaiian Telcom Communications Inc., Senior Subordinated Notes, 12.500% due 5/1/15(c)(d) | | 838 | |
810,000 | | Intelsat Bermuda Ltd., Senior Notes, 11.250% due 6/15/16 | | 848,475 | |
960,000 | | Intelsat Corp., Senior Notes, 9.250% due 8/15/14 | | 979,200 | |
1,045,000 | | Intelsat Intermediate Holding Co., Ltd., Senior Discount Notes, step bond to yield 11.981% due 2/1/15 | | 1,024,100 | |
| | Intelsat Jackson Holdings Ltd., Senior Notes | | | |
155,000 | | 9.500% due 6/15/16 | | 160,037 | |
2,390,000 | | 11.500% due 6/15/16 | | 2,443,775 | |
| | Level 3 Financing Inc., Senior Notes: | | | |
1,725,000 | | 12.250% due 3/15/13 | | 1,690,500 | |
1,375,000 | | 9.250% due 11/1/14 | | 1,141,250 | |
1,000,000 | | Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16(a) | | 1,020,000 | |
530,000 | | Qwest Communications International Inc., Senior Notes, 7.500% due 2/15/14 | | 514,100 | |
1,840,000 | | Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15(a) | | 1,987,200 | |
1,365,000 | | Windstream Corp., Senior Notes, 8.625% due 8/1/16 | | 1,376,944 | |
| | Total Diversified Telecommunication Services | | 14,307,994 | |
| | Wireless Telecommunication Services — 3.5% | | | |
800,000 | | ALLTEL Communications Inc., Senior Notes, 10.375% due 12/1/17(a)(b) | | 973,446 | |
1,500,000 | | Cricket Communications Inc., Senior Secured Notes, 7.750% due 5/15/16(a) | | 1,462,500 | |
70,000 | | MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14 | | 69,037 | |
| | Sprint Capital Corp., Senior Notes: | | | |
120,000 | | 7.625% due 1/30/11 | | 120,750 | |
350,000 | | 8.375% due 3/15/12 | | 352,187 | |
390,000 | | 6.875% due 11/15/28 | | 285,675 | |
4,835,000 | | 8.750% due 3/15/32 | | 4,037,225 | |
1,370,000 | | True Move Co., Ltd., Notes, 10.750% due 12/16/13(a) | | 1,291,225 | |
| | Total Wireless Telecommunication Services | | 8,592,045 | |
| | TOTAL TELECOMMUNICATION SERVICES | | 22,900,039 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 13 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
UTILITIES — 8.7% | | | |
| | Electric Utilities — 3.0% | | | |
| | Texas Competitive Electric Holdings Co. LLC, Senior Notes: | | | |
$ | 9,355,000 | | 10.250% due 11/1/15 | | $ | 6,244,462 | |
1,721,688 | | 10.500% due 11/1/16(b) | | 1,015,796 | |
| | Total Electric Utilities | | 7,260,258 | |
| | Gas Utilities — 0.6% | | | |
1,525,000 | | Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13 | | 1,486,875 | |
| | Independent Power Producers & Energy Traders — 5.1% | | | |
| | AES Corp.: | | | |
930,000 | | Secured Notes, 8.750% due 5/15/13(a) | | 948,600 | |
| | Senior Notes: | | | |
831,000 | | 8.000% due 10/15/17 | | 799,838 | |
1,200,000 | | 8.000% due 6/1/20 | | 1,128,000 | |
2,925,000 | | Dynegy Holdings Inc., Senior Notes, 7.750% due 6/1/19 | | 2,091,375 | |
160,000 | | Dynegy Inc., Bonds, 7.670% due 11/8/16 | | 143,200 | |
| | Edison Mission Energy, Senior Notes: | | | |
1,000,000 | | 7.750% due 6/15/16 | | 820,000 | |
840,000 | | 7.200% due 5/15/19 | | 613,200 | |
1,065,000 | | 7.625% due 5/15/27 | | 718,875 | |
2,320,700 | | Energy Future Holdings Corp., Senior Notes, 11.250% due 11/1/17(b) | | 1,427,230 | |
| | Mirant Mid-Atlantic LLC, Pass-Through Certificates: | | | |
219,159 | | 9.125% due 6/30/17 | | 220,255 | |
526,119 | | 10.060% due 12/30/28 | | 528,750 | |
520,000 | | Mirant North America LLC, Senior Notes, 7.375% due 12/31/13 | | 501,800 | |
2,040,000 | | NRG Energy Inc., Senior Notes, 7.250% due 2/1/14 | | 1,989,000 | |
540,000 | | RRI Energy Inc., Senior Notes, 7.875% due 6/15/17 | | 481,950 | |
| | Total Independent Power Producers & Energy Traders | | 12,412,073 | |
| | TOTAL UTILITIES | | 21,159,206 | |
| | TOTAL CORPORATE BONDS & NOTES (Cost — $248,139,694) | | 224,745,795 | |
ASSET-BACKED SECURITY — 0.0% | | | |
FINANCIALS — 0.0% | | | |
| | Diversified Financial Services — 0.0% | | | |
6,296,588 | | Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/19(c)(d)(g) (Cost — $6,995,539) | | 0 | |
| | | | | | | | | |
See Notes to Financial Statements.
14 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
COLLATERALIZED SENIOR LOANS — 2.7% | | | |
CONSUMER DISCRETIONARY — 1.1% | | | |
| | Auto Components — 0.5% | | | |
$ | 1,202,437 | | Allison Transmission Inc., Term Loan B, 3.206% due 8/7/14(e) | | $ | 1,033,344 | |
| | Media — 0.6% | | | |
968,305 | | Idearc Inc., Term Loan B, 4.250% due 11/1/14(c)(e) | | 451,069 | |
1,000,000 | | Newsday LLC, Term Loan, 9.750% due 7/15/13(e) | | 1,023,750 | |
| | Total Media | | 1,474,819 | |
| | Specialty Retail — 0.0% | | | |
641 | | Michaels Stores Inc., Term Loan B, 2.563% due 10/31/13(e) | | 570 | |
| | TOTAL CONSUMER DISCRETIONARY | | 2,508,733 | |
ENERGY — 0.6% | | | |
| | Energy Equipment & Services — 0.5% | | | |
1,557,206 | | Turbo Beta Ltd., Term Loan, 14.500% due 3/15/18(d)(e) | | 1,128,974 | |
| | Oil, Gas & Consumable Fuels — 0.1% | | | |
1,000,000 | | Stallion Oilfield Services, Term Loan, 8.361% due 7/31/12(e) | | 353,333 | |
| | TOTAL ENERGY | | 1,482,307 | |
FINANCIALS — 0.2% | | | |
| | Diversified Financial Services — 0.2% | | | |
500,000 | | CIT Group Inc., Term Loan, 10.276% due 1/18/12(e) | | 523,375 | |
INDUSTRIALS — 0.5% | | | |
| | Aerospace & Defense — 0.1% | | | |
10,563 | | Hawker Beechcraft Acquisition Co., Term Loan, 2.310% due 3/26/14(e) | | 7,949 | |
489,437 | | Hawker Beechcraft, Term Loan B, 3.798% due 3/26/14(e) | | 368,301 | |
| | Total Aerospace & Defense | | 376,250 | |
| | Airlines — 0.3% | | | |
996,440 | | United Airlines Inc., Term Loan B, 2.331% due 1/12/14(e) | | 639,216 | |
| | Commercial Services & Supplies — 0.1% | | | |
250,000 | | Rental Services Corp., Term Loan, 4.526% due 12/1/13(e) | | 215,938 | |
| | Trading Companies & Distributors — 0.0% | | | |
629,741 | | Penhall International Corp., Term Loan, 12.288% due 4/1/12(e) | | 37,784 | |
| | TOTAL INDUSTRIALS | | 1,269,188 | |
MATERIALS — 0.0% | | | |
| | Paper & Forest Products — 0.0% | | | |
4,499 | | Verso Paper Holdings LLC, Term Loan, 11.771% due 2/1/13(e) | | 1,237 | |
TELECOMMUNICATION SERVICES — 0.3% | | | |
| | Diversified Telecommunication Services — 0.3% | | | |
750,000 | | Level 3 Communications Inc., Term Loan, 11.500% due 3/13/14(e) | | 776,563 | |
| | TOTAL COLLATERALIZED SENIOR LOANS (Cost — $8,118,626) | | 6,561,403 | |
| | | | | | | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 15 |
Schedule of investments (unaudited) continued
August 31, 2009
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
FACE AMOUNT | | SECURITY | | VALUE | |
CONVERTIBLE BONDS & NOTES — 0.6% | | | |
CONSUMER DISCRETIONARY — 0.3% | | | |
| | Media — 0.3% | | | |
$ | 770,000 | | Virgin Media Inc., Senior Notes, 6.500% due 11/15/16(a) | | $ | 701,663 | |
INDUSTRIALS — 0.3% | | | |
| | Marine — 0.3% | | | |
1,015,000 | | Horizon Lines Inc., Senior Notes, 4.250% due 8/15/12 | | 743,487 | |
| | TOTAL CONVERTIBLE BONDS & NOTES (Cost — $1,217,601) | | 1,445,150 | |
SHARES | | | | | |
COMMON STOCKS — 0.0% | | | |
CONSUMER STAPLES — 0.0% | | | |
| | Food Products — 0.0% | | | |
38,785 | | Aurora Foods Inc.(d)(g)* | | 0 | |
MATERIALS — 0.0% | | | |
| | Chemicals — 0.0% | | | |
1,816 | | Georgia Gulf Corp.(a)* | | 54,507 | |
1 | | Pliant Corp.(d)(g)* | | 0 | |
| | TOTAL MATERIALS | | 54,507 | |
TELECOMMUNICATION SERVICES — 0.0% | | | |
| | Diversified Telecommunication Services — 0.0% | | | |
2,169 | | McLeodUSA Inc., Class A Shares(d)(g)* | | 0 | |
12,250 | | Pagemart Wireless(d)(g)* | | 123 | |
| | TOTAL TELECOMMUNICATION SERVICES | | 123 | |
| | TOTAL COMMON STOCKS (Cost — $172,412) | | 54,630 | |
SHARES | | | | | |
CONVERTIBLE PREFERRED STOCKS — 1.1% | | | |
FINANCIALS — 0.6% | | | |
| | Diversified Financial Services — 0.6% | | | |
1,820 | | Bank of America Corp., 7.250% | | 1,570,660 | |
MATERIALS — 0.5% | | | |
| | Chemicals — 0.5% | | | |
40,667 | | Georgia Gulf Corp., 0.000%(a) | | 1,128,521 | |
| | TOTAL CONVERTIBLE PREFERRED STOCKS (Cost — $3,250,015) | | 2,699,181 | |
PREFERRED STOCKS — 0.2% | | | |
CONSUMER DISCRETIONARY — 0.0% | | | |
| | Media — 0.0% | | | |
2 | | ION Media Networks Inc., Series B, 12.000%(d)(g)* | | 0 | |
| | | | | | | |
See Notes to Financial Statements.
16 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
SHARES | | SECURITY | | VALUE | |
FINANCIALS — 0.2% | | | |
| | Consumer Finance — 0.1% | | | |
718 | | Preferred Blocker Inc., 7.000%(a) | | $ | 333,873 | |
| | Diversified Financial Services — 0.1% | | | |
100 | | Preferred Plus, Trust, Series FRD-1, 7.400% | | 1,451 | |
8,500 | | Saturns, Series F 2003-5, 8.125% | | 135,660 | |
| | Total Diversified Financial Services | | 137,111 | |
| | TOTAL FINANCIALS | | 470,984 | |
| | TOTAL PREFERRED STOCKS (Cost — $406,864) | | 470,984 | |
WARRANTS | | | | | |
WARRANTS — 0.0% | | | |
891 | | Buffets Restaurant Holdings, Expires 4/28/14(d)(g)* | | 0 | |
940 | | GT Group Telecom Inc., Class B Shares, Expires 2/1/10(a)(d)(g)* | | 0 | |
750 | | Jazztel PLC, Expires 7/15/10(a)(d)(g)* | | 0 | |
1 | | Turbo Cayman Ltd., Expires 11/1/14(g)* | | 0 | |
| | TOTAL WARRANTS (Cost — $74,238) | | 0 | |
| | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $268,374,989) | | 235,977,143 | |
FACE AMOUNT | | | | | |
SHORT-TERM INVESTMENT — 0.4% | | | |
| | Repurchase Agreement — 0.4% | | | |
$ | 1,113,000 | | Morgan Stanley tri-party repurchase agreement dated 8/31/09, 0.170% due 9/1/09; Proceeds at maturity — $1,113,005; (Fully collateralized by U.S. government agency obligation, 3.625% due 7/1/11; Market value — $1,146,778) (Cost — $1,113,000) | | 1,113,000 | |
| | TOTAL INVESTMENTS — 97.0% (Cost — $269,487,989#) | | 237,090,143 | |
| | Other Assets in Excess of Liabilities — 3.0% | | 7,300,225 | |
| | TOTAL NET ASSETS — 100.0% | | $ | 244,390,368 | |
| | | | | | | |
* | 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 part of the income earned may be paid as additional principal. |
(c) | The coupon payment on these securities is currently in default as of August 31, 2009. |
(d) | Illiquid security. |
(e) | Variable rate security. Interest rate disclosed is that which is in effect at August 31, 2009. |
(f) | Security has no maturity date. The date shown represents the next call date. |
(g) | Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1). |
# | Aggregate cost for federal income tax purposes is substantially the same. |
| |
Abbreviation used in this schedule: |
GMAC — General Motors Acceptance Corp. |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 17 |
Statement of assets and liabilities (unaudited)
August 31, 2009
ASSETS: | | | |
Investments, at value (Cost — $269,487,989) | | $ 237,090,143 | |
Cash | | 890 | |
Interest receivable | | 6,309,199 | |
Receivable for securities sold | | 2,678,764 | |
Prepaid expenses | | 28,892 | |
Total Assets | | 246,107,888 | |
LIABILITIES: | | | |
Payable for securities purchased | | 1,448,675 | |
Investment management fee payable | | 165,620 | |
Directors’ fees payable | | 5,422 | |
Accrued expenses | | 97,803 | |
Total Liabilities | | 1,717,520 | |
TOTAL NET ASSETS | | $ 244,390,368 | |
NET ASSETS: | | | |
Par value ($0.001 par value; 46,101,413 shares issued and outstanding; 500,000,000 shares authorized) (Note 5) | | $ 46,101 | |
Paid-in capital in excess of par value | | 453,863,797 | |
Undistributed net investment income | | 4,903,579 | |
Accumulated net realized loss on investments | | (182,025,263 | ) |
Net unrealized depreciation on investments | | (32,397,846 | ) |
TOTAL NET ASSETS | | $ 244,390,368 | |
Shares Outstanding | | 46,101,413 | |
Net Asset Value | | $5.30 | |
See Notes to Financial Statements.
18 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
Statement of operations (unaudited)
For the Six Months Ended August 31, 2009
INVESTMENT INCOME: | | | |
Interest | | $ 14,896,594 | |
Dividends | | 101,114 | |
Total Investment Income | | 14,997,708 | |
EXPENSES: | | | |
Investment management fee (Note 2) | | 871,667 | |
Legal fees | | 110,581 | |
Shareholder reports | | 34,986 | |
Directors’ fees | | 27,066 | |
Audit and tax | | 26,101 | |
Stock exchange listing fees | | 13,536 | |
Transfer agent fees | | 12,803 | |
Insurance | | 3,446 | |
Custody fees | | 2,670 | |
Miscellaneous expenses | | 5,793 | |
Total Expenses | | 1,108,649 | |
NET INVESTMENT INCOME | | 13,889,059 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3): | | | |
Net Realized Loss from Investment Transactions | | (19,278,954 | ) |
Change in Net Unrealized Appreciation/Depreciation from Investments | | 74,925,925 | |
NET GAIN ON INVESTMENTS | | 55,646,971 | |
INCREASE IN NET ASSETS FROM OPERATIONS | | $ 69,536,030 | |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 19 |
Statements of changes in net assets
FOR THE SIX MONTHS ENDED AUGUST 31, 2009 (unaudited) AND THE YEAR ENDED FEBRUARY 28, 2009 | | August 31, | | February 28, | |
OPERATIONS: | | | | | |
Net investment income | | $ 13,889,059 | | $ 26,897,724 | |
Net realized loss | | (19,278,954 | ) | (27,695,767 | ) |
Change in net unrealized appreciation/depreciation | | 74,925,925 | | (71,006,425 | ) |
Increase (Decrease) in Net Assets From Operations | | 69,536,030 | | (71,804,468 | ) |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | |
Net investment income | | (13,370,001 | ) | (25,478,469 | ) |
Decrease in Net Assets From Distributions to Shareholders | | (13,370,001 | ) | (25,478,469 | ) |
FUND SHARE TRANSACTIONS: | | | | | |
Reinvestment of distributions (281,677 and 181,807 shares reissued, respectively) | | 1,329,293 | | 748,135 | |
Increase in Net Assets From Fund Share Transactions | | 1,329,293 | | 748,135 | |
INCREASE (DECREASE) IN NET ASSETS | | 57,495,322 | | (96,534,802 | ) |
NET ASSETS: | | | | | |
Beginning of period | | 186,895,046 | | 283,429,848 | |
End of period* | | $244,390,368 | | $186,895,046 | |
* Includes undistributed net investment income of: | | $4,903,579 | | $4,384,521 | |
See Notes to Financial Statements.
20 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
Financial highlights
FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR ENDED FEBRUARY 28, UNLESS OTHERWISE NOTED:
| | 20091 | | 2009 | | 20082 | | 2007 | | 2006 | | 20053 | |
NET ASSET VALUE, BEGINNING OF PERIOD | | $4.08 | | $6.21 | | $7.19 | | $6.94 | | $7.20 | | $7.12 | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | |
Net investment income | | 0.30 | | 0.59 | | 0.55 | | 0.54 | | 0.50 | | 0.53 | |
Net realized and unrealized gain (loss) | | 1.21 | | (2.16 | ) | (0.99 | ) | 0.21 | | (0.26 | ) | 0.13 | |
Total income (loss) from operations | | 1.51 | | (1.57 | ) | (0.44 | ) | 0.75 | | 0.24 | | 0.66 | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | |
Net investment income | | (0.29 | ) | (0.56 | ) | (0.54 | ) | (0.50 | ) | (0.50 | ) | (0.58 | ) |
Total distributions | | (0.29 | ) | (0.56 | ) | (0.54 | ) | (0.50 | ) | (0.50 | ) | (0.58 | ) |
NET ASSET VALUE, END OF PERIOD | | $5.30 | | $4.08 | | $6.21 | | $7.19 | | $6.94 | | $7.20 | |
MARKET PRICE, END OF PERIOD | | $5.37 | | $4.11 | | $5.60 | | $6.96 | | $6.16 | | $6.49 | |
Total return, based on NAV4,5 | | 38.11 | % | (26.43 | )% | (5.86 | )% | 12.11 | % | 4.49 | % | 10.33 | %6 |
Total return, based on Market Price Per Share5 | | 38.91 | % | (17.81 | )% | (12.30 | )% | 22.27 | % | 2.89 | % | 1.45 | % |
NET ASSETS, END OF PERIOD (MILLIONS) | | $244 | | $187 | | $283 | | $328 | | $317 | | $329 | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | |
Gross expenses | | 1.02 | %7 | 0.96 | % | 0.90 | % | 0.97 | %8 | 1.11 | % | 1.26 | % |
Net expenses | | 1.02 | 7 | 0.96 | 9 | 0.90 | 9 | 0.94 | 8,10 | 1.11 | 10 | 1.26 | |
Net investment income | | 12.75 | 7 | 10.92 | | 8.04 | | 7.56 | | 7.21 | | 7.47 | |
PORTFOLIO TURNOVER RATE | | 43 | % | 54 | % | 58 | % | 67 | % | 33 | % | 41 | % |
1 | For the six months ended August 31, 2009 (unaudited). |
2 | For the year ended February 29, 2008. |
3 | Per share amounts have been calculated using the average shares method. |
4 | Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of 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. |
5 | The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
6 | The prior investment manager fully reimbursed the Fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed. |
7 | Annualized. |
8 | Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 0.91%. |
9 | The impact to the expense ratio was less than 0.01% as a result of fees paid indirectly. |
10 | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 21 |
Notes to financial statements (unaudited)
1. Organization and significant accounting policies
Western Asset Managed High Income Fund Inc. (the “Fund”) was incorporated in Maryland on December 24, 1992 and is registered as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is high current income. Capital appreciation is a secondary objective.
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 October 26, 2009, the issuance date of the financial statements.
(a) Investment valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. 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 prices are not readily available, or are determined not to reflect fair value, 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 may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.
The Fund has adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”). FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.
· Level 1 — quoted prices in active markets for identical investments
· Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
· Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
22 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
The Fund uses valuation techniques to measure fair value that are consistent with the market approach, income approach and/or cost approach, depending on the type of the security and the particular circumstance.
The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:
DESCRIPTION | | QUOTED PRICES (LEVEL 1) | | OTHER SIGNIFICANT OBSERVABLE INPUTS (LEVEL 2) | | SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3) | | TOTAL | |
Long-term investments: | | | | | | | | | | | | |
Corporate bonds & notes | | — | | | $224,597,595 | | | $148,200 | | | $224,745,795 | |
Asset-backed security | | — | | | — | | | 0 | | | 0 | |
Collateralized senior loans | | — | | | 6,561,403 | | | — | | | 6,561,403 | |
Convertible bonds & notes | | — | | | 1,445,150 | | | — | | | 1,445,150 | |
Common stocks: | | | | | | | | | | | | |
Consumer staples | | — | | | — | | | 0 | | | 0 | |
Materials | | $ 54,507 | | | — | | | 0 | | | 54,507 | |
Telecommunication services | | — | | | — | | | 123 | | | 123 | |
Convertible preferred stocks: | | | | | | | | | | | | |
Financials | | 1,570,660 | | | — | | | — | | | 1,570,660 | |
Materials | | — | | | 1,128,521 | | | — | | | 1,128,521 | |
Preferred stocks: | | | | | | | | | | | | |
Consumer discretionary | | — | | | — | | | 0 | | | 0 | |
Financials | | 137,111 | | | 333,873 | | | — | | | 470,984 | |
Warrants | | — | | | — | | | 0 | | | 0 | |
Total long-term investments | | $1,762,278 | | | $234,066,542 | | | $148,323 | | | $235,977,143 | |
Short-term investment† | | — | | | 1,113,000 | | | — | | | 1,113,000 | |
Total investments | | $1,762,278 | | | $235,179,542 | | | $148,323 | | | $237,090,143 | |
† See Schedule of Investments for additional detailed categorizations.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 23 |
Notes to financial statements (unaudited) continued
Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | CORPORATE | | ASSET- | | COMMON STOCKS | | COMMON | |
| | BONDS & | | BACKED | | CONSUMER | | STOCKS | |
INVESTMENTS IN SECURITIES | | NOTES | | SECURITY | | STAPLES | | MATERIALS | |
Balance as of February 28, 2009 | | $ 2,461,950 | | | $ 0 | | | $ 0 | | | $ 0 | | |
Accrued premiums/discounts | | 29,877 | | | — | | | — | | | — | | |
Realized gain/(loss)1 | | — | | | — | | | — | | | — | | |
Change in unrealized appreciation (depreciation)2 | | 86,373 | | | — | | | — | | | — | | |
Net purchases (sales) | | — | | | — | | | — | | | — | | |
Net transfers in and/or out of Level 3 | | (2,430,000 | ) | | — | | | — | | | — | | |
Balance as of August 31, 2009 | | $ 148,200 | | | $ 0 | | | $ 0 | | | $ 0 | | |
Net unrealized appreciation (depreciation) for investments in securities still held at August 31, 20092 | | $(1,369,971 | ) | | $(6,995,539 | ) | | $(104,254 | ) | | $ (1 | ) | |
| | | | | | | | | |
| | COMMON STOCKS | | PREFERRED STOCKS | | | | | |
INVESTMENTS IN SECURITIES | | TELECOMMUNICATION SERVICES | | CONSUMER DISCRETIONARY | | WARRANTS | | TOTAL | |
Balance as of February 28, 2009 | | $ 123 | | | $ 0 | | | $ 0 | | | $ 2,462,073 | | |
Accrued premiums/discounts | | — | | | — | | | — | | | 29,877 | | |
Realized gain/(loss)1 | | — | | | (9,350 | ) | | — | | | (9,350 | ) | |
Change in unrealized appreciation (depreciation)2 | | — | | | 9,350 | | | — | | | 95,723 | | |
Net purchases (sales) | | — | | | 0 | | | — | | | 0 | | |
Net transfers in and/or out of Level 3 | | — | | | — | | | — | | | (2,430,000 | ) | |
Balance as of August 31, 2009 | | $ 123 | | | $ 0 | | | $ 0 | | | $ 148,323 | | |
Net unrealized appreciation (depreciation) for investments in securities still held at August 31, 20092 | | $(4,730 | ) | | $(36,500 | ) | | $(74,238 | ) | | $(8,585,233 | ) | |
| | | | | | | | | | | | | | | | | |
1 | This amount is included in net realized gain (loss) from investment transactions in the accompanying Statement of Operations. |
2 | This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. |
(b) Repurchase agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian 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 exceeds one
24 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
business day, the value of the collateral is marked-to-market daily to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines 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) Credit and market risk. The Fund invests in high-yield instruments that are subject to certain credit and market risks. The yields of high-yield obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involves 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.
(d) 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. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(e) Distributions to shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(f) Fees paid indirectly. The Fund’s custody fees are reduced according to a fee arrangement, which provides for a reduction based on the level of cash deposited with the custodian by the Fund. The amount is shown as a reduction of expenses on the Statement of Operations.
(g) 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 income tax provision is required in the Fund’s financial statements.
Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of August 31, 2009, no provision for income tax would be required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 25 |
Notes to financial statements (unaudited) continued
for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.
(h) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets.
LMPFA has delegated to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited provides certain advisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated securities. Western Asset Limited does not receive any compensation from the Fund and is paid by Western Asset for its services to the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited a subadvisory fee of 0.30% on the assets managed by Western Asset Limited.
Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
3. Investments
During the six months ended August 31, 2009, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases | | $89,948,658 | |
Sales | | 90,811,775 | |
At August 31, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
Gross unrealized appreciation | | $ 14,585,031 | |
Gross unrealized depreciation | | (46,982,877 | ) |
Net unrealized depreciation | | $(32,397,846 | ) |
26 | Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report |
4. Derivative instruments and hedging activities
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” requires enhanced disclosure about an entity’s derivative and hedging activities.
During the six months ended August 31, 2009, the Fund did not invest in any derivative instruments.
5. Capital shares
On November 16, 1999, the Fund commenced a share repurchase plan. Since the inception of the repurchase plan, the Fund repurchased (and retired) 1,213,500 shares with a total cost of $10,210,959. For the six months ended August 31, 2009, the Fund did not repurchase shares.
6. Distributions subsequent to August 31, 2009
On August 13, 2009, the Fund’s Board declared three distributions in the amount of $0.0500 per share, payable on September 25, 2009, October 30, 2009 and November 27, 2009 to shareholders of record on September 18, 2009, October 23, 2009 and November 20, 2009, respectively.
7. Capital loss carryforward
As of February 28, 2009, the Fund had a net capital loss carryforward of approximately $145,200,937, of which $87,539,581 expires in 2010, $38,635,215 expires in 2011, $4,980,975 expires in 2012, and $14,045,166 expires in 2017. These amounts will be available to offset any future taxable capital gains.
Western Asset Managed High Income Fund Inc. 2009 Semi-Annual Report | 27 |
Additional shareholder information (unaudited)
Results of annual meeting of shareholders
The Annual Meeting of Shareholders of the Fund was held on June 25, 2009, for the purpose of considering and voting upon the election of Directors. The following table provides information concerning the matter voted upon at the Meeting:
Election of directors
NOMINEES | | COMMON SHARES VOTES FOR | | COMMON SHARES VOTES WITHHELD | |
Daniel P. Cronin | | 33,409,364 | | 3,577,553 | |
Jeswald W. Salacuse | | 33,286,249 | | 3,700,677 | |
R. Jay Gerken | | 33,384,466 | | 3,602,451 | |
At August 31, 2009, in addition to Daniel P. Cronin, Jeswald W. Salacuse and R. Jay Gerken, the Directors of the Fund were as follows:
Carol L. Colman
Paolo M. Cucchi
Leslie H. Gelb
William R. Hutchinson
Riordan Roett
28 | Western Asset Managed High Income Fund Inc. |
Dividend reinvestment plan (unaudited)
Under the Fund’s Dividend Reinvestment Plan (“Plan”), a shareholder whose shares of Common Stock are registered in his own name will have all distributions from the Fund reinvested automatically by American Stock Transfer & Trust Company (“AST”), as agent under the Plan, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in “street name”) will be reinvested by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive distributions in cash. Investors who own Common Stock registered in street name should consult their broker-dealers for details regarding reinvestment. All distributions to Fund shareholders who do not participate in the Plan will be paid by check mailed directly to the record holder by or under the direction of AST as dividend-paying agent.
If the Fund declares a dividend or capital gains distribution payable either in shares of Common Stock or in cash, shareholders who are not Plan participants will receive cash, and Plan participants will receive the equivalent amount in shares of Common Stock. When the market price of the Common Stock is equal to or exceeds the net asset value per share of the Common Stock on the Valuation Date (as defined below), Plan participants will be issued shares of Common Stock valued at the net asset value most recently determined or, if net asset value is less than 95% of the then current market price of the Common Stock, then at 95% of the market value. The Valuation Date is the dividend or capital gains distribution record date or, if that date is not a New York Stock Exchange (“NYSE”) trading day, the immediately preceding trading day.
If the market price of the Common Stock is less than the net asset value of the Common Stock, a broker-dealer not affiliated with Legg Mason, Inc., as purchasing agent for Plan participants (“Purchasing Agent”), will buy Common Stock in the open market, on the NYSE or elsewhere, for the participants’ accounts. If, following the commencement of the purchases and before the Purchasing Agent has completed its purchases, the market price exceeds the net asset value of the Common Stock, the average per share purchase price paid by the Purchasing Agent may exceed the net asset value of the Common Stock, resulting in the acquisition of fewer shares than if the dividend or capital gains distribution had been paid in Common Stock issued by the Fund at net asset value. Additionally, if the market price exceeds the net asset value of shares before the Purchasing Agent has completed its purchases, the Purchasing Agent is permitted to cease purchasing shares and the Fund may issue the remaining shares at a price equal to the greater of (a) net asset value or (b) 95% of the then current market price. In a case where the Purchasing Agent has terminated open market purchases and the Fund has issued the remaining shares, the number of shares received by the participant in respect of the cash dividend or distribution will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. AST will apply all cash received as a dividend or capital gains distribution to purchase Common Stock on the open market as
Western Asset Managed High Income Fund Inc. | 29 |
Dividend reinvestment plan (unaudited) continued
soon as practicable after the payable date of the dividend or capital gains distribution, but in no event later than 30 days after that date, except when necessary to comply with applicable provisions of the federal securities laws.
AST will maintain all shareholder accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by a shareholder for personal and tax records. The automatic reinvestment of dividends and capital gains distributions will not relieve Plan participants of any income tax that may be payable on the dividends or capital gains distributions. Common Stock in the account of each Plan participant will be held by AST on behalf of the Plan participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.
Plan participants are subject to no charge for reinvesting dividends and capital gains distributions. AST’s fees for handling the reinvestment of dividends and capital gains distributions will be paid by the Fund. No brokerage charges apply with respect to shares of Common Stock issued directly by the Fund as a result of dividends or capital gains distributions payable either in Common Stock or in cash. Each Plan participant will, however, bear a proportionate share of brokerage commissions incurred with respect to open market purchases made in connection with the reinvestment of dividends or capital gains distributions.
Experience under the Plan may indicate that changes to it are desirable. The Fund reserves the right to amend or terminate the Plan as applied to any dividend or capital gains distribution paid subsequent to written notice of the change sent to participants at least 30 days before the record date for the dividend or capital gains distribution. The Plan also may be amended or terminated by AST, with the Fund’s prior written consent, on at least 30 days’ written notice to Plan participants. All correspondence concerning the Plan should be directed by mail to American Stock Transfer & Trust Company, 59 Maiden Lane, New York, New York 10038 or by telephone at 1-877-366-6441.
30 | Western Asset Managed High Income Fund Inc. |
Western Asset Managed High Income Fund Inc.
Directors | Investment manager |
Carol L. Colman | Legg Mason Partners Fund Advisor, LLC |
Daniel P. Cronin | |
Paolo M. Cucchi | |
Leslie H. Gelb | Subadvisers |
R. Jay Gerken, CFA | Western Asset Management Company |
Chairman | |
William R. Hutchinson | Western Asset Management Company Limited |
Riordan Roett | |
Jeswald W. Salacuse | Custodian |
| State Street Bank and Trust Company |
Officers | 1 Lincoln Street |
R. Jay Gerken, CFA | Boston, Massachusetts 02111 |
President and Chief Executive Officer | |
| Transfer agent |
Kaprel Ozsolak | American Stock Transfer & Trust Company |
Chief Financial Officer and Treasurer | 59 Maiden Lane |
| New York, New York 10038 |
Ted P. Becker | |
Chief Compliance Officer | Independent registered public accounting firm |
| KPMG LLP |
Robert I. Frenkel | 345 Park Avenue |
Secretary and Chief Legal Officer | New York, New York 10154 |
| |
Thomas Mandia | Legal counsel |
Assistant Secretary | Simpson Thacher & Bartlett LLP |
| 425 Lexington Avenue |
Steven Frank | New York, New York 10017 |
Controller | |
| New York Stock Exchange Symbol |
Albert Laskaj | MHY |
Controller | |
| |
Western Asset Managed High Income Fund Inc. | |
55 Water Street | |
New York, New York 10041 | |
![](https://capedge.com/proxy/N-CSRS/0001104659-09-062113/g273371bi13i001.jpg)
Western Asset Managed High Income Fund Inc.
WESTERN ASSET MANAGED HIGH INCOME FUND INC.
55 Water Street
New York, New York 10041
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market price shares of its common stock in the open market.
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 website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC 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 from the Fund, shareholders can call 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Fund’s website at www.leggmason.com/cef and (3) on the SEC’s website at www.sec.gov.
This report is transmitted to the shareholders of Western Asset Managed High Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
American Stock
Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
WASX010337 10/09 SR09-908
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
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.
None.
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 registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected,
or are likely to materially affect the registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) (1) Not applicable.
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 Managed High Income Fund Inc.
By: | /s/ R. Jay Gerken | |
| R. Jay Gerken |
| Chief Executive Officer of |
| Western Asset Managed High Income Fund Inc. |
| |
Date: | November 3, 2009 |
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/ R. Jay Gerken | |
| R. Jay Gerken |
| Chief Executive Officer of |
| Western Asset Managed High Income Fund Inc. |
| |
Date: | November 3, 2009 |
By: | /s/ Kaprel Ozsolak | |
| Kaprel Ozsolak |
| Chief Financial Officer of |
| Western Asset Managed High Income Fund Inc. |
| |
Date: | November 3, 2009 |