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 | 811-8092 |
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Western Asset Worldwide 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, 4th Floor
Stamford, CT 06902 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: | (800) 451-2010 | |
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Date of fiscal year end: | October 31 | |
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Date of reporting period: | October 31, 2008 | |
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ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
ANNUAL REPORT / OCTOBER 31, 2008
Western Asset
Worldwide Income
Fund Inc.
(SBW)
Managed by WESTERN ASSET
INVESTMENT PRODUCTS: NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE |
Fund objective
The Fund’s investment objective is to maintain a high level of current income. As a secondary objective, the Fund seeks to maximize total return.
What’s inside
Letter from chairman | I |
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Fund overview | 1 |
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Fund at a glance | 6 |
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Schedule of investments | 7 |
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Statement of assets and liabilities | 13 |
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Statement of operations | 14 |
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Statements of changes in net assets | 15 |
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Financial highlights | 16 |
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Notes to financial statements | 17 |
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Report of independent registered public accounting firm | 27 |
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Additional information | 28 |
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Annual chief executive officer and chief financial officer certifications | 34 |
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Dividend reinvestment plan | 35 |
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Important tax information | 39 |
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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
Dear Shareholder,
Economic growth in the U.S. was mixed during the 12-month reporting period ended October 31, 2008. Looking back, third quarter 2007 U.S. gross domestic product (“GDP”)i growth was a strong 4.8%. However, continued weakness in the housing market, an ongoing credit crunch and soaring oil and food prices then took their toll on the economy, as fourth quarter 2007 GDP declined 0.2%. The economy then expanded 0.9% and 2.8% during the first and second quarters of 2008, respectively. This rebound was due, in part, to rising exports that were buoyed by a weakening U.S. dollar, and solid consumer spending, which was aided by the government’s tax rebate program. The dollar’s rally and the end of the rebate program, combined with other strains on the economy, then caused GDP to take a step backward in the third quarter of 2008. According to the preliminary estimate released by the U.S. Department of Commerce, third quarter 2008 GDP declined 0.5%.
The latest Bureau of Economic Research release indicates that the U.S. is currently in recession. Evidence supporting this conclusion includes a slowdown in consumer spending, with four consecutive months of declining retail sales from July through October 2008. According to the Department of Commerce, October’s 2.8% fall in retail sales is the sharpest decline since it began tracking this data in 1992. In terms of the job market, the U.S. Department of Labor reported that payroll employment declined in each of the first 10 months of 2008. Year-to-date through October, roughly 1.2 million jobs have been shed and the unemployment rate now stands at 6.5%, its highest level since 1994.
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. Beginning in September 2007, the Fed reduced the federal funds rateiii from 5.25% to 4.75%. This marked the first such reduction since June 2003. The Fed then reduced the federal funds rate on six additional occasions through April 2008, bringing the federal funds rate to 2.00%. The Fed then shifted gears in the face of mounting inflationary prices and a weakening U.S. dollar. At its meetings in June, August and September 2008, the Fed held
Western Asset Worldwide Income Fund Inc. | | I |
Letter from the chairman continued
rates steady. Then, on October 8, 2008, in a global coordination effort with six central banks around the world, interest rates were cut in an attempt to reduce the strains in the global financial markets. At that time, the Fed lowered the federal funds rate from 2.00% to 1.50%. The Fed again cut rates from 1.50% to 1.00% at its regularly scheduled meeting on October 29, 2008. In conjunction with its October meeting, the Fed stated: “The pace of economic activity appears to have slowed markedly, owing importantly to a decline in consumer expenditures. ... Moreover, the intensification of financial market turmoil is likely to exert additional restraint on spending, partly by further reducing the ability of households and businesses to obtain credit.”
In addition to the interest rate cuts, the Fed took several actions to improve liquidity in the credit markets. In March 2008, the Fed established a new lending program allowing certain brokerage firms, known as primary dealers, to also borrow from its discount window. Also in March, the Fed played a major role in facilitating the purchase of Bear Stearns by JPMorgan Chase. In mid-September 2008, it announced an $85 billion rescue plan for ailing AIG and pumped $70 billion into the financial system as Lehman Brothers’ bankruptcy and mounting troubles at other financial firms roiled the markets.
The U.S. Department of the Treasury has also taken an active role in attempting to stabilize the financial system, as it orchestrated the government’s takeover of mortgage giants Fannie Mae and Freddie Mac in September. In addition, on October 3, 2008, the Treasury’s $700 billion Troubled Asset Relief Program (“TARP”) was approved by Congress and signed into law by President Bush. As part of TARP, the Treasury had planned to make a $250 billion capital injection into some of the nation’s largest banks. However, in November 2008 (after the reporting period ended), Treasury Secretary Paulson said the Treasury no longer intended to use TARP to purchase bad loans and other troubled financial assets.
During the 12-month reporting period ended October 31, 2008, both short- and long-term Treasury yields experienced periods of extreme volatility. Investors were initially focused on the subprime segment of the mortgage-backed market. These concerns broadened, however, to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This unrest triggered several “flights to quality,” causing Treasury yields to move lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower). This was particularly true toward the end of the reporting period, as the turmoil in the financial markets and sharply falling stock prices caused investors to flee securities that were perceived to be risky, even high-quality corporate bonds and high-grade municipal bonds. At one point in September, the yield available from the three-month Treasury bill fell to 0.04%, as investors were essentially willing to forgo any
II | | Western Asset Worldwide Income Fund Inc. |
return potential in order to access the relative safety of government-backed securities. During the 12 months ended October 31, 2008, two-year Treasury yields fell from 3.94% to 1.56%. Over the same time frame, 10-year Treasury yields moved from 4.48% to 4.01%. Looking at the 12-month period as a whole, the overall bond market, as measured by the Barclays Capital U.S. Aggregate Indexiv, returned 0.30%.
Periods of increased investor risk aversion caused the high-yield bond market to produce extremely poor results over the 12 months ended October 31, 2008. While the asset class rallied on several occasions, it was not enough to overcome numerous flights to quality. In particular, seizing credit markets, coupled with fears of a global recession and rising corporate bond default rates, sent high-yield bond prices sharply lower in September and October 2008. During those two months, the Citigroup High Yield Market Indexv (the “Index”) returned -8.01% and -15.34%, respectively. Over the 12 months ended October 31, 2008, the Index returned -25.69%.
Despite periods of extreme market volatility, emerging market debt prices held up fairly well during the first 10 months of the reporting period. During that time, the asset class was supported by solid demand, superior growth rates in emerging market countries, increased domestic spending and rating upgrades in countries such as Brazil. However, fears of a global recession, falling commodity prices and seizing credit markets sent emerging market debt prices sharply lower in September and October 2008. During those months, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returned -6.84% and -14.89%, respectively. Over the 12 months ended October 31, 2008, the EMBI Global returned -19.13%.
A special note regarding increased market volatility
In recent months, we have experienced a series of events that have impacted the financial markets and created concerns among both novice and seasoned investors alike. In particular, we have witnessed the failure and consolidation of several storied financial institutions, periods of heightened market volatility, and aggressive actions by the U.S. federal government to steady the financial markets and restore investor confidence. While we hope that the worst is over in terms of the issues surrounding the credit and housing crises, it is likely that the fallout will continue to impact the financial markets and the U.S. economy during the remainder of the year and into 2009 as well.
Like all asset management firms, Legg Mason has not been immune to these difficult and, in some ways, unprecedented times. However, today’s challenges have only strengthened our resolve 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
Western Asset Worldwide Income Fund Inc. | | III |
Letter from the chairman continued
choices. And 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.
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
Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.
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.
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.
Sincerely,
R. Jay Gerken, CFA
Chairman, President and Chief Executive Officer
December 1, 2008
IV | | Western Asset Worldwide Income Fund Inc. |
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. |
Western Asset Worldwide Income Fund Inc. | | V |
Fund overview
Q. What is the Fund’s investment strategy?
A. The Fund seeks to maintain a high level of current income. As a secondary objective, the Fund seeks to maximize total return. The Fund will invest, under normal market conditions, at least 65% of its total assets in securities of issuers that are, or are incorporated in or generate the majority of their revenue in, emerging market countries. Under normal circumstances, the Fund will invest in securities of issuers located in at least four countries. The Fund can also invest up to 35% of its total assets in a broad range of other U.S. and non-U.S. fixed-income securities, both investment grade and high-yield securities, including but not limited to corporate bonds, loans, mortgage- and asset-backed securities, preferred stock and sovereign debt, derivative instruments of the foregoing securities and dollar rolls.
At Western Asset Management Company (“Western Asset”), the Fund’s subadviser, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio managers, 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. During the fiscal year, the U.S. bond market experienced periods of increased volatility. Changing perceptions regarding the economy, inflation and future Federal Reserve Board (“Fed”)i monetary policy caused bond prices to fluctuate. Two- and 10-year Treasury yields began the reporting period at 3.94% and 4.48%, respectively. Treasury yields moved lower—and their prices moved higher—toward the end of 2007 and during the first quarter of 2008, as concerns regarding the subprime mortgage market and a severe credit crunch caused a “flight to quality.” During this period, investors were drawn to the relative safety of Treasuries, while increased risk aversion caused other segments of the bond market to falter.
Treasury yields then moved higher in April, May and early June 2008, as the economy performed better than expected and inflation moved higher. Over this period, riskier fixed-income asset classes, such as high-yield bonds and emerging market debt rallied. However, the credit crunch resumed in mid-June, resulting in another flight to quality. Investors’ risk aversion then intensified in September and October 2008 given the severe disruptions in the global financial markets. During this time, virtually every asset class, with the exception of short-term Treasuries, performed poorly. At the end of the fiscal year, two- and 10-year Treasury yields were 1.56% and 4.01%, respectively.
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 1 |
Fund overview continued
The Fed attempted to stimulate economic growth by cutting the federal funds rateii from 5.25% to 2.00% from September 2007 through April 2008. It then held rates steady until October 2008, citing inflationary pressures triggered by soaring oil prices. However, with the global economy moving toward a recession, oil prices falling sharply, and the financial markets in disarray, the Fed lowered interest rates twice in October 2008. The first cut occurred on October 8th, as the Fed and several other central banks around the world lowered rates in a coordinated effort. At that time, the Fed reduced the federal funds rate from 2.00% to 1.50%. Three weeks later, at its regularly scheduled meeting on October 29th, the Fed lowered rates from 1.50% to 1.00%. The Fed also left the door open to further actions, saying: “The Committee will monitor economic and financial developments carefully and will act as needed to promote sustainable economic growth and price stability.”
Turning to emerging market debt, after performing well for much of the 12-month reporting period, the asset class gave back its earlier gains, and much more, in September and October 2008. During that two-month period, investor risk aversion spiked and investors fled emerging market debt for the safety of short-term U.S. Treasuries. In addition, sharply falling commodity prices negatively impacted the fundamentals in a number of emerging market countries. All told, during the 12 months ended October 31, 2008, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)iii fell 19.13%.
Q. How did we respond to these changing market conditions?
A. As global risk aversion increased and volatility reached historic levels, we reduced the Fund’s exposure in the local currency markets. For example, positions in local markets, such as Turkey and India, were removed during the middle of the reporting period. A number of the Fund’s local currency bonds had short durationsiv. These positions were allowed to mature and their proceeds were reallocated to external markets (U.S. dollar-denominated) rather than reinvesting to maintain the Fund’s previous currency positions. Generally, the risk-return profile of external markets that do not include currency risk improved relative to local markets, as spreads widened to levels not seen since 2002.
2 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
Performance review
For the 12 months ended October 31, 2008, Western Asset Worldwide Income Fund Inc. returned -27.70% based on its net asset value (“NAV”)v and -28.48% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the EMBI Global, returned - -19.13% for the same period. The Lipper Emerging Markets Debt Closed-End Funds Category Averagevi returned -26.93% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.
During the 12-month period, the Fund made distributions to shareholders totaling $1.15 per share. The performance table shows the Fund’s 12-month total return based on its NAV and market price as of October 31, 2008. Past performance is no guarantee of future results.
PERFORMANCE SNAPSHOT as of October 31, 2008 (unaudited)
PRICE PER SHARE | | 12-MONTH
TOTAL RETURN* |
$10.12 (NAV) | | -27.70% |
$8.55 (Market Price) | | -28.48% |
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 in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.
Q. What were the leading contributors to performance?
A. Generally, the Fund maintained its bias toward larger, more liquid countries. In contrast, we had underweight positions in a number of smaller countries, including Vietnam, Ukraine, Pakistan, Jamaica, El Salvador and Serbia. This proved to be beneficial to relative performance as smaller countries suffered disproportionately during the flight to quality following the Lehman Brothers collapse in mid-September 2008. Diversifying the Fund’s portfolio into short-duration Egyptian Treasury bills was also a positive contributor to performance, as the Egyptian pound remained relatively stable over the period. Our exposure in local currency markets in Malaysia and Russia had a positive impact on the Fund’s performance as their currency values held up reasonably well.
Q. What were the leading detractors from performance?
A. A number of select local currency markets, such as Brazil, as well as certain corporate issues, had a negative impact on performance. The Brazilian real suffered from mid-September 2008 through the end of the period as the global financial system became severely strained and investors sold local currencies in an effort to acquire U.S. dollars. During the final
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 3 |
Fund overview continued
weeks of the reporting period, corporate bonds generally sold off more than their sovereign counterparts. As a result, our decision to emphasize Russian and Kazakh corporate and quasi-sovereign bonds proved detrimental to the Fund’s performance. We held modest positions in a number of large Kazakh banks and, despite government re-capitalization, spreads widened dramatically toward the end of the reporting period. Finally, an underweight to the Philippines external sovereign market detracted from relative performance. Despite a relatively large amount of outstanding debt, their spreads widened less than the benchmark.
Looking for additional information?
The Fund is traded under the symbol “SBW” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XSBWX” 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 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.
Thank you for your investment in Western Asset Worldwide Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
Western Asset Management Company
November 18, 2008
4 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
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: As interest rates rise, bond prices fall, reducing the value of the Fund’s shares. 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. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Foreign securities are subject to certain risks not associated with domestic investing, such as currency fluctuations and changes in political and economic conditions which could result in significant fluctuations. The risks are magnified in emerging markets.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
i | 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. |
ii | 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. |
iii | The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. |
iv | 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. |
v | 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 at the Fund’s market price as determined by supply of and demand for the Fund’s shares. |
vi | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the 12-month period ended October 31, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 12 funds in the Fund’s Lipper category. |
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 5 |
Fund at a glance (unaudited)
INVESTMENT BREAKDOWN (%) As a percent of total investments — October 31, 2008
6 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
Schedule of investments
October 31, 2008
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE
AMOUNT† | | SECURITY | | VALUE | |
SOVEREIGN BONDS — 43.4% | | | |
| | Argentina — 2.7% | | | |
| | Republic of Argentina: | | | |
5,000,000 | DEM | 10.500% due 11/14/02(a)(b) | | $ 923,065 | |
3,500,000 | DEM | 7.000% due 3/18/04(a)(b) | | 671,764 | |
2,399,000 | | Bonds, 7.000% due 9/12/13(b) | | 485,531 | |
| | GDP Linked Securities: | | | |
1,700,000 | EUR | 1.262% due 12/15/35(b)(c) | | 70,306 | |
1,565,000 | | 1.330% due 12/15/35(b)(c) | | 61,426 | |
9,904,661 | ARS | 1.383% due 12/15/35(b)(c) | | 178,995 | |
| | Medium-Term Notes: | | | |
1,800,000 | EUR | 7.000% due 3/18/04(a)(b) | | 675,697 | |
2,000,000,000 | ITL | 7.000% due 3/18/04(a)(b) | | 400,888 | |
| | Total Argentina | | 3,467,672 | |
| | Brazil — 8.9% | | | |
| | Brazil Nota do Tesouro Nacional: | | | |
1,000 | BRL | 10.000% due 1/1/10 | | 438 | |
23,312,000 | BRL | 10.000% due 7/1/10 | | 9,949,558 | |
3,478,000 | BRL | 10.000% due 1/1/12 | | 1,352,194 | |
| | Total Brazil | | 11,302,190 | |
| | Colombia — 2.9% | | | |
4,385,000 | | Republic of Colombia, 7.375% due 9/18/37 | | 3,617,625 | |
| | Ecuador — 0.6% | | | |
2,680,000 | | Republic of Ecuador, 10.000% due 8/15/30(d) | | 790,600 | |
| | Egypt — 0.6% | | | |
5,790,000 | EGP | Arab Republic of Egypt, 8.750% due 7/18/12(b)(d) | | 799,695 | |
| | Gabon — 0.5% | | | |
993,000 | | Gabonese Republic, 8.200% due 12/12/17(d) | | 650,415 | |
| | Indonesia — 1.6% | | | |
| | Republic of Indonesia: | | | |
5,020,000,000 | IDR | 10.250% due 7/15/22 | | 281,761 | |
11,865,000,000 | IDR | 11.000% due 9/15/25 | | 689,544 | |
9,706,000,000 | IDR | 10.250% due 7/15/27 | | 523,363 | |
11,529,000,000 | IDR | 9.750% due 5/15/37 | | 589,820 | |
| | Total Indonesia | | 2,084,488 | |
| | Panama — 5.1% | | | |
| | Republic of Panama: | | | |
3,202,000 | | 7.250% due 3/15/15 | | 3,089,930 | |
1,290,000 | | 9.375% due 4/1/29 | | 1,257,750 | |
2,729,000 | | 6.700% due 1/26/36 | | 2,142,265 | |
| | Total Panama | | 6,489,945 | |
See Notes to Financial Statements.
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 7 |
Schedule of investments continued
October 31, 2008
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE | | | | | |
AMOUNT† | | SECURITY | | VALUE | |
| | Peru — 3.9% | | | |
| | Republic of Peru: | | | |
2,467,000 | | 8.750% due 11/21/33 | | $ 2,257,305 | |
3,889,000 | | Bonds, 6.550% due 3/14/37 | | 2,702,855 | |
| | Total Peru | | 4,960,160 | |
| | Russia — 1.0% | | | |
| | Russian Federation: | | | |
173,000 | | 12.750% due 6/24/28(d) | | 200,718 | |
1,234,800 | | 7.500% due 3/31/30(d) | | 1,081,219 | |
| | Total Russia | | 1,281,937 | |
| | Turkey — 8.4% | | | |
| | Republic of Turkey: | | | |
1,490,000 | | 11.500% due 1/23/12 | | 1,497,450 | |
730,000 | | 11.000% due 1/14/13 | | 697,150 | |
425,000 | | 7.250% due 3/15/15 | | 350,625 | |
3,822,000 | | 11.875% due 1/15/30 | | 4,643,730 | |
463,000 | | Collective Action Securities, Notes, 9.500% due 1/15/14 | | 437,535 | |
4,384,000 | | Notes, 6.875% due 3/17/36 | | 3,003,040 | |
| | Total Turkey | | 10,629,530 | |
| | Venezuela — 7.2% | | | |
| | Bolivarian Republic of Venezuela: | | | |
365,000 | | 8.500% due 10/8/14 | | 206,225 | |
9,837,000 | | 5.750% due 2/26/16(d) | | 4,574,205 | |
2,234,000 | | 7.650% due 4/21/25 | | 1,016,470 | |
| | Collective Action Securities: | | | |
5,996,000 | | 9.375% due 1/13/34 | | 3,087,940 | |
445,000 | | Notes, 10.750% due 9/19/13 | | 304,825 | |
| | Total Venezuela | | 9,189,665 | |
| | TOTAL SOVEREIGN BONDS | | | |
| | (Cost — $80,257,406) | | 55,263,922 | |
CORPORATE BONDS & NOTES — 42.9% | | | |
| | Bahamas — 4.2% | | | |
| | Credit Suisse/Nassau: | | | |
119,800,000 | RUB | 6.790% due 10/29/09(d) | | 4,145,933 | |
39,930,000 | RUB | 7.000% due 10/27/11(d) | | 1,179,189 | |
| | Total Bahamas | | 5,325,122 | |
| | Brazil — 5.6% | | | |
1,470,000 | | Globo Communicacoes e Participacoes SA, Senior Bonds, 7.250% due 4/26/22(d) | | 1,036,350 | |
See Notes to Financial Statements.
8 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE | | | | | |
AMOUNT† | | SECURITY | | VALUE | |
| | Brazil — 5.6% continued | | | |
| | GTL Trade Finance Inc.: | | | |
510,000 | | 7.250% due 10/20/17(d) | | $ 378,463 | |
976,000 | | 7.250% due 10/20/17(d) | | 718,792 | |
890,000 | | Odebrecht Finance Ltd., 7.500% due 10/18/17(d) | | 598,525 | |
| | Vale Overseas Ltd., Notes: | | | |
1,139,000 | | 8.250% due 1/17/34 | | 967,843 | |
4,861,000 | | 6.875% due 11/21/36 | | 3,516,865 | |
| | Total Brazil | | 7,216,838 | |
| | Colombia — 0.5% | | | |
| | EEB International Ltd.: | | | |
300,000 | | 8.750% due 10/31/14(d) | | 246,000 | |
550,000 | | Senior Bonds, 8.750% due 10/31/14(d) | | 451,000 | |
| | Total Colombia | | 697,000 | |
| | India — 0.1% | | | |
244,000 | | ICICI Bank Ltd., Subordinated Bonds, 6.375% due 4/30/22(c)(d) | | 111,518 | |
| | Ireland — 0.9% | | | |
1,940,000 | | Vimpel Communications, Loan Participation Notes, Secured Notes, 8.375% due 4/30/13(d) | | 1,130,492 | |
| | Kazakhstan — 2.8% | | | |
1,200,000 | | ATF Capital BV, Senior Notes, 9.250% due 2/21/14(d) | | 642,000 | |
630,000 | | HSBK Europe BV, 7.250% due 5/3/17(d) | | 324,450 | |
2,810,000 | | KazMunaiGaz Finance Sub B.V., Senior Notes, 8.375% due 7/2/13(d) | | 1,896,750 | |
| | TuranAlem Finance BV, Bonds: | | | |
1,391,000 | | 8.250% due 1/22/37(d) | | 448,598 | |
550,000 | | 8.250% due 1/22/37(d) | | 222,750 | |
| | Total Kazakhstan | | 3,534,548 | |
| | Luxembourg — 2.4% | | | |
240,000 | | Evraz Group SA, Notes, 8.875% due 4/24/13(d) | | 101,400 | |
3,354,000 | | RSHB Capital, Loan Participation Notes, Secured Notes, 7.125% due 1/14/14(d) | | 2,155,582 | |
| | TNK-BP Finance SA: | | | |
640,000 | | 7.500% due 7/18/16(d) | | 272,000 | |
113,000 | | 7.875% due 3/13/18(d) | | 46,895 | |
1,021,000 | | Senior Notes, 7.500% due 3/13/13(d) | | 484,975 | |
| | Total Luxembourg | | 3,060,852 | |
| | Mexico — 9.8% | | | |
1,420,000 | | America Movil SAB de CV, Senior Notes, 5.625% due 11/15/17 | | 1,081,141 | |
See Notes to Financial Statements.
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 9 |
Schedule of investments continued
October 31, 2008
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE | | | | | |
AMOUNT† | | SECURITY | | VALUE | |
| | Mexico — 9.8% continued | | | |
| | Axtel SAB de CV, Senior Notes: | | | |
110,000 | | 11.000% due 12/15/13 | | $ 88,550 | |
4,310,000 | | 7.625% due 2/1/17(d) | | 2,941,575 | |
790,000 | | 7.625% due 2/1/17(d) | | 541,150 | |
120,000 | | Kansas City Southern de Mexico, Senior Notes, 9.375% due 5/1/12 | | 102,000 | |
| | Pemex Project Funding Master Trust: | | | |
1,280,000 | | 6.625% due 6/15/35(d) | | 959,988 | |
9,030,000 | | Senior Bonds, 6.625% due 6/15/35 | | 6,772,419 | |
| | Total Mexico | | 12,486,823 | |
| | Netherlands — 0.4% | | | |
390,000 | | ATF Capital BV, 9.250% due 2/21/14(d) | | 200,877 | |
520,000 | | HSBK Europe BV, Senoir Notes, 9.250% due 10/16/13(d) | | 283,400 | |
| | Total Netherlands | | 484,277 | |
| | Russia — 11.2% | | | |
| | Evraz Group SA, Notes: | | | |
2,200,000 | | 8.875% due 4/24/13(d) | | 957,000 | |
930,000 | | 9.500% due 4/24/18(d) | | 395,250 | |
52,630,000 | RUB | Gaz, 6.950% due 8/6/09 | | 1,845,658 | |
| | Gaz Capital SA: | | | |
740,000 | | Medium Term Notes, 7.288% due 8/16/37(d) | | 409,697 | |
4,440,000 | | Notes, 8.625% due 4/28/34(d) | | 3,108,000 | |
4,150,000 | | LUKOIL International Finance BV, 6.356% due 6/7/17(d) | | 2,178,750 | |
1,790,000 | | RSHB Capital, Loan Participation Notes, 7.125% due 1/14/14(d) | | 1,208,250 | |
| | Russian Agricultural Bank, Loan Participation Notes: | | | |
1,624,000 | | 7.175% due 5/16/13(d) | | 1,096,200 | |
854,000 | | 6.299% due 5/15/17(d) | | 508,130 | |
| | TNK-BP Finance SA: | | | |
3,060,000 | | Bonds, 7.500% due 7/18/16(d) | | 1,361,700 | |
400,000 | | Senior Notes, 7.875% due 3/13/18(d) | | 178,000 | |
460,000 | | UBS Luxembourg SA for OJSC Vimpel Communications, Loan Participation Notes, | | | |
| | 8.250% due 5/23/16(d) | | 235,750 | |
1,430,000 | | Vimpel Communications, Loan Participation Notes, 8.375% due 4/30/13(d) | | 858,692 | |
| | Total Russia | | 14,341,077 | |
| | Thailand — 1.1% | | | |
3,880,000 | | True Move Co., Ltd., 10.375% due 8/1/14(d) | | 1,377,400 | |
See Notes to Financial Statements.
10 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE | | | | | |
AMOUNT† | | SECURITY | | VALUE | |
| | United Kingdom — 3.7% | | | |
22,771,000 | RUB | HSBC Bank PLC, Credit-Linked Notes | | | |
| | (Russian Agricultural Bank), 8.900% due 12/20/10(d) | | $ 487,533 | |
113,177,500 | RUB | JPMorgan Chase Bank, Credit-Linked Notes
(Russian Agricultural Bank), 9.500% due 2/11/11(b)(d) | | 2,842,911 | |
2,830,000 | | Vedanta Resources PLC, Senior Notes, 8.750% due 1/15/14(d) | | 1,400,850 | |
| | Total United Kingdom | | 4,731,294 | |
| | United States — 0.2% | | | |
140,000 | | Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17 | | 110,052 | |
470,000 | | Galaxy Entertainment Finance Co. Ltd., 8.133% due 12/15/10(c)(d) | | 143,350 | |
| | Total United States | | 253,402 | |
| | TOTAL CORPORATE BONDS & NOTES
(Cost — $83,073,890) | | 54,750,643 | |
COLLATERALIZED SENIOR LOANS — 0.5% | | | |
| | United States — 0.5% | | | |
| | Ashmore Energy International: | | | |
114,773 | | Synthetic Revolving Credit Facility, 5.496% due 3/30/14(c) | | 76,324 | |
930,012 | | Term Loan, 6.762% due 3/30/14(c) | | 618,458 | |
| | TOTAL COLLATERALIZED SENIOR LOANS
(Cost — $986,710) | | 694,782 | |
WARRANTS | | | |
WARRANTS — 0.6% | | | |
| | Venezuela — 0.6% | | | |
23,180 | | Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20(b)*
(Cost — $0) | | 730,170 | |
| | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS
(Cost — $164,318,006) | | 111,439,517 | |
| | | | | |
FACE | | | | | |
AMOUNT† | | | | | |
SHORT-TERM INVESTMENTS — 12.6% | | | |
| | Sovereign Bonds — 6.1% | | | |
| | Bank Negara Malaysia Islamic Notes: | | | |
7,985,000 | MYR | Zero coupon bond to yield 3.340% due 11/27/08 | | 2,243,377 | |
207,000 | MYR | Zero coupon bond to yield 3.470% due 11/27/08 | | 58,149 | |
| | Bank Negara Malaysia Monetary Notes: | | | |
2,267,000 | MYR | Zero coupon bond to yield 3.449% due 11/13/08 | | 637,688 | |
2,867,000 | MYR | Zero coupon bond to yield 3.447% due 11/25/08 | | 805,548 | |
222,000 | MYR | Zero coupon bond to yield 3.430% due 12/30/08 | | 62,171 | |
1,200,000 | MYR | Zero coupon bond to yield 3.440% due 2/17/09 | | 334,260 | |
3,891,000 | BRL | Brazil Letras Tesouro Nacional, zero coupon bond to yield 11.300% due 1/1/09 | | 1,763,526 | |
See Notes to Financial Statements.
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 11 |
Schedule of investments continued
October 31, 2008
WESTERN ASSET WORLDWIDE INCOME FUND INC.
FACE | | | | | |
AMOUNT† | | SECURITY | | VALUE | |
| | Sovereign Bonds — 6.1% continued | | | |
10,025,000 | EGP | Egypt Treasury Bills, zero coupon bond to yield 6.500% due 11/11/08 | | $ 1,795,059 | |
| | Total Sovereign Bonds (Cost — $8,385,673) | | 7,699,778 | |
| | Repurchase Agreement — 6.5% | | | |
8,307,000 | | Morgan Stanley tri-party repurchase agreement dated 10/31/08, 0.150% due 11/3/08; Proceeds at maturity — $8,307,104; (Fully collateralized by U.S. government agency obligation, 5.125% due 8/23/10; Market value — $8,553,176) | | | |
| | (Cost — $8,307,000) | | 8,307,000 | |
| | TOTAL SHORT-TERM INVESTMENTS (Cost — $16,692,673) | | 16,006,778 | |
| | TOTAL INVESTMENTS — 100.0% (Cost — $181,010,679#) | | $ 127,446,295 | |
† Face amount denominated in U.S. dollars, unless otherwise noted.
* Non-income producing security.
(a) Security is currently in default.
(b) Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).
(c) Variable rate security. Interest rate disclosed is that which is in effect at October 31, 2008.
(d) 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.
# Aggregate cost for federal income tax purposes is $181,576,897.
Abbreviations used in this schedule: |
ARS | — | Argentine Peso |
BRL | — | Brazilian Real |
DEM | — | German Mark |
EGP | — | Egyptian Pound |
EUR | — | Euro |
GDP | — | Gross Domestic Product |
IDR | — | Indonesian Rupiah |
ITL | — | Italian Lira |
MYR | — | Malaysian Ringgit |
OJSC | — | Open Joint Stock Company |
RUB | — | Russian Ruble |
See Notes to Financial Statements.
12 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
Statement of assets and liabilities
October 31, 2008
ASSETS: | | | |
Investments, at value (Cost — $181,010,679) | | $ | 127,446,295 | |
Foreign currency, at value (Cost — $3,412,443) | | 3,174,319 | |
Cash | | 622 | |
Dividends and interest receivable | | 3,408,140 | |
Receivable for securities sold | | 1,744,641 | |
Receivable for open forward currency contracts | | 97,831 | |
Receivable for open swap contracts | | 76,514 | |
Prepaid expenses | | 9,890 | |
Total Assets | | 135,958,252 | |
LIABILITIES: | | | |
Payable for securities purchased | | 3,712,126 | |
Payable for open forward currency contracts | | 158,851 | |
Investment management fee payable | | 132,973 | |
Unrealized depreciation on swaps | | 11,875 | |
Directors’ fees payable | | 7,164 | |
Accrued expenses | | 284,087 | |
Total Liabilities | | 4,307,076 | |
TOTAL NET ASSETS | | $ | 131,651,176 | |
NET ASSETS: | | | |
Par value ($0.001 par value; 13,014,971 shares issued and outstanding; 100,000,000 shares authorized) | | $ | 13,015 | |
Paid-in capital in excess of par value | | 180,971,769 | |
Undistributed net investment income | | 4,537,737 | |
Accumulated net realized gain on investments, futures contracts, swap contracts and foreign currency transactions | | 145,803 | |
Net unrealized depreciation on investments, swap contracts and foreign currencies | | (54,017,148 | ) |
TOTAL NET ASSETS | | $ | 131,651,176 | |
Shares Outstanding | | 13,014,971 | |
Net Asset Value | | $10.12 | |
See Notes to Financial Statements.
| | Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 13 |
Statement of operations
For the Year Ended October 31, 2008
INVESTMENT INCOME: | | | |
Interest | | $ 15,200,715 | |
Less: Foreign taxes withheld | | (60,002 | ) |
Total Investment Income | | 15,140,713 | |
EXPENSES: | | | |
Investment management fee (Note 2) | | 1,955,915 | |
Excise tax (Note 1) | | 285,261 | |
Interest expense (Notes 3 and 4) | | 236,260 | |
Shareholder reports | | 144,857 | |
Custody fees | | 119,916 | |
Legal fees | | 110,527 | |
Audit and tax | | 57,535 | |
Directors’ fees | | 30,241 | |
Transfer agent fees | | 28,039 | |
Commitment fees (Note 4) | | 22,341 | |
Stock exchange listing fees | | 19,892 | |
Insurance | | 4,102 | |
Miscellaneous expenses | | 9,424 | |
Total Expenses | | 3,024,310 | |
NET INVESTMENT INCOME | | 12,116,403 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS, SWAP | | | |
CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3): | | | |
Net Realized Gain (Loss) From: | | | |
Investment transactions | | 2,695,015 | |
Futures contracts | | (222,462 | ) |
Swap contracts | | 102,239 | |
Foreign currency transactions | | (145,454 | ) |
Net Realized Gain | | 2,429,338 | |
Change in Net Unrealized Appreciation/Depreciation From: | | | |
Investments | | (65,189,821 | ) |
Futures contracts | | (50,394 | ) |
Swap contracts | | (11,875 | ) |
Foreign currencies | | (494,284 | ) |
Change in Net Unrealized Appreciation/Depreciation | | (65,746,374 | ) |
NET LOSS ON INVESTMENTS, FUTURES CONTRACTS, SWAP CONTRACTS AND FOREIGN | | | |
CURRENCY TRANSACTIONS | | (63,317,036 | ) |
DECREASE IN NET ASSETS FROM OPERATIONS | | $ (51,200,633 | ) |
See Notes to Financial Statements.
14 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | |
Statements of changes in net assets
FOR THE YEARS ENDED OCTOBER 31, | | 2008 | | 2007 | |
OPERATIONS: | | | | | |
Net investment income | | $ 12,116,403 | | $ 11,871,742 | |
Net realized gain | | 2,429,338 | | 5,349,459 | |
Change in net unrealized appreciation/depreciation | | (65,746,374 | ) | (1,230,949 | ) |
Increase from payment by affiliate | | — | | 143,005 | |
Increase (Decrease) in Net Assets From Operations | | (51,200,633 | ) | 16,133,257 | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | |
Net investment income | | (10,427,595 | ) | (10,615,010 | ) |
Net realized gains | | (4,539,622 | ) | (7,590,331 | ) |
Decrease in Net Assets From Distributions to Shareholders | | (14,967,217 | ) | (18,205,341 | ) |
DECREASE IN NET ASSETS | | (66,167,850 | ) | (2,072,084 | ) |
NET ASSETS: | | | | | |
Beginning of year | | 197,819,026 | | 199,891,110 | |
End of year* | | $131,651,176 | | $197,819,026 | |
* Includes undistributed net investment income of: | | $4,537,737 | | $2,210,243 | |
See Notes to Financial Statements.
| | Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 15 |
Financial highlights
FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR ENDED OCTOBER 31:
| | 2008 | | 2007 | | 20061 | | 20051 | | 20041 | |
NET ASSET VALUE, BEGINNING OF YEAR | | $15.20 | | | $15.36 | | | $16.72 | | | $15.53 | | | $15.04 | | |
INCOME (LOSS) FROM OPERATIONS: | | | | | | | | | | | | | | | | |
Net investment income | | 0.93 | | | 0.91 | | | 0.85 | | | 1.20 | | | 1.26 | | |
Net realized and unrealized gain (loss) | | (4.86 | ) | | 0.33 | | | 0.57 | | | 1.35 | | | 0.66 | | |
Total income (loss) from operations | | (3.93 | ) | | 1.24 | | | 1.42 | | | 2.55 | | | 1.92 | | |
LESS DISTRIBUTIONS FROM: | | | | | | | | | | | | | | | | |
Net investment income | | (0.80 | ) | | (0.82 | ) | | (0.86 | ) | | (1.29 | ) | | (1.39 | ) | |
Net realized gains | | (0.35 | ) | | (0.58 | ) | | (1.92 | ) | | (0.07 | ) | | (0.04 | ) | |
Total distributions | | (1.15 | ) | | (1.40 | ) | | (2.78 | ) | | (1.36 | ) | | (1.43 | ) | |
Increase in Net Asset Value due to shares issued on reinvestment of distributions | | — | | | — | | | 0.00 | 2 | | — | | | — | | |
NET ASSET VALUE, END OF YEAR | | $10.12 | | | $15.20 | | | $15.36 | | | $16.72 | | | $15.53 | | |
MARKET PRICE, END OF YEAR | | $8.55 | | | $13.15 | | | $13.37 | | | $15.02 | | | $16.34 | | |
Total return, based on NAV3,6 | | (27.70 | )% | | 8.51 | %4 | | 9.55 | %5 | | 17.19 | % | | 13.52 | % | |
Total return, based on Market Price6 | | (28.48 | )% | | 8.92 | % | | 6.95 | % | | 0.19 | % | | 12.19 | % | |
NET ASSETS, END OF YEAR (000s) | | $131,651 | | | $197,819 | | | $199,891 | | | $216,894 | | | $201,182 | | |
RATIOS TO AVERAGE NET ASSETS: | | | | | | | | | | | | | | | | |
Gross expenses | | 1.62 | % | | 1.56 | % | | 1.45 | % | | 2.24 | % | | 2.00 | % | |
Gross expenses, excluding interest expense | | 1.50 | | | 1.30 | | | 1.28 | | | 1.24 | | | 1.24 | | |
Net expenses | | 1.62 | | | 1.55 | 7 | | 1.45 | 7 | | 2.24 | | | 2.00 | | |
Net expenses, excluding interest expense | | 1.50 | | | 1.30 | 7 | | 1.28 | 7 | | 1.24 | | | 1.24 | | |
Net investment income | | 6.50 | | | 6.05 | | | 5.57 | | | 7.41 | | | 8.39 | | |
PORTFOLIO TURNOVER RATE | | 39 | % | | 64 | % | | 72 | % | | 83 | % | | 94 | % | |
SUPPLEMENTAL DATA: | | | | | | | | | | | | | | | | |
Loans Outstanding, End of Year (000s) | | — | 8 | | — | 8 | | — | 8 | | $10,000 | | | $60,000 | | |
Asset Coverage for Loan Outstanding | | — | 8 | | — | 8 | | — | 8 | | 2,269.00 | % | | 435.00 | % | |
Weighted Average Loan (000s) | | — | 8 | | — | 8 | | $10,000 | 8 | | $46,027 | | | $60,000 | | |
Weighted Average Interest Rate on Loans | | — | 8 | | — | 8 | | 5.07 | %8 | | 3.79 | % | | 2.34 | % | |
1 | Per share amounts have been calculated using the average shares method. |
2 | Amount represents less than $0.01 per share. |
3 | 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. |
4 | The manager fully reimbursed the Fund for losses incurred resulting from the Fund not meeting an investment restriction. Without this reimbursement, total return would have been 8.44%. |
5 | If the Fund had met its investment restriction, the total return may have been different. |
6 | 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. |
7 | Reflects fee waivers and/or expense reimbursements. |
8 | At October 31, 2008, 2007, and 2006, the Fund did not have an outstanding loan. |
See Notes to Financial Statements.
16 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Worldwide Income Fund Inc. (the “Fund”) was incorporated in Maryland on October 21, 1993 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Fund’s investment objective is maintain a high level of current income. As a secondary objective, the Fund seeks to maximize total return.
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.
(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 sale price or official closing price on the primary market or exchange on which they trade. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last quoted bid and asked prices as of the close of business of that market. 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 investments 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.
(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 business day, the value of the collateral is marked-to-market 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) Reverse repurchase agreements. The Fund may enter into a reverse repurchase agreement in which the Fund sells a portfolio security at a specified
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 17 |
Notes to financial statements continued
price with an agreement to purchase the same or substantially the same security from the same counterparty at a fixed or determinable price at a future date. When entering into reverse repurchase agreements, the Fund’s custodian delivers to the counterparty liquid assets, the market value of which, at the inception of the transaction, at least equals the repurchase price (including accrued interest). The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings, which may create leverage risk to the Fund.
(d) Financial futures contracts. The Fund may enter into financial futures contracts typically, but not necessarily, to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal in value to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign currency denominated futures contracts, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.
The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(e) Credit default swaps. The Fund may enter 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 issuers or sovereign issuers of an emerging country, on a specified obligation. The Fund may use a CDS to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund has exposure to the sovereign 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 fixed rate of income 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 Fund will pay to the buyer of the protection an amount up to the notional value of the swap, and in
18 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
certain instances take delivery of the security. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be 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.
Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities. These upfront payments are recorded as realized gain or loss on the Statement of Operations and are amortized over the life of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are recorded as realized gain or loss on the Statement of Operations.
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.
(f) Forward foreign currency contracts. The Fund may enter 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 records 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 was closed.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected in the Statement(s) of Assets and Liabilities. The Fund(s) bear(s) 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.
(g) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates at 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
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 19 |
Notes to financial statements continued
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 changes 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 fair values of assets and liabilities, other than investments in securities, at 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.
(h) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s 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. 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 investment in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(i) Other risks. Consistent with its objective to seek high current income, the Fund may invest in instruments whose values and interest rates are linked to foreign currencies, interest rates, indices or some other financial indicator. The value at maturity or interest rates for these instruments will increase or decrease according to the change in the indicator to which they are indexed. These securities are generally more volatile in nature, and the risk of loss of principal is greater.
(j) 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.
20 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
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.
(k) 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. Pursuant to its Managed Distribution Policy, the Fund intends to make regular monthly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any monthly distribution, the value of the Fund’s net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Fund’s assets (and constitute a “return of capital”). The Board of Directors may terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to shareholders. Any such termination or suspension could have an adverse effect on the market price for Fund’s shares. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(l) 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, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements. However, due to the timing of when distributions are made, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income exceeds the distributions from such taxable income for the year. The Fund paid $193,867 of the federal excise taxes attributable to calendar year 2007 in March 2008.
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 October 31, 2008, 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 for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(m) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting.
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 21 |
Notes to financial statements continued
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 gain | | Paid-in Capital | |
(a) | | $285,261 | | — | | $(285,261) | |
(b) | | 353,425 | | $(353,425) | | — | |
(a) | | Reclassifications are primarily due to a non-deductible excise tax paid by the Fund. |
(b) | | Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes and book/tax differences in the treatment of swaps. |
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and 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 LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 1.050% of the Fund’s average weekly net assets up to $250 million and 1.025% of the Fund’s average weekly net assets in excess of $250 million, for its services. LMPFA has delegated to Western Asset the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from 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 but is paid by Western Asset for its services to the Fund.
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 year ended October 31, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases | | $67,942,837 | |
Sales | | 87,939,180 | |
22 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
At October 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
Gross unrealized appreciation | | $ 934,996 | |
Gross unrealized depreciation | | (55,065,598 | ) |
Net unrealized depreciation | | $(54,130,602 | ) |
Transactions in reverse repurchase agreements for the Fund during the year ended October 31, 2008 were as follows:
AVERAGE
DAILY
BALANCE* | | WEIGHTED
AVERAGE
INTEREST RATE* | | MAXIMUM
AMOUNT
OUTSTANDING | |
$9,422,912 | | 2.647% | | $10,930,042 | |
* | Average based on the number of days that the Fund had reverse repurchase agreements outstanding. |
Interest rates on reverse repurchase agreements ranged from 0.350% to 4.750% during the year ended October 31, 2008. Interest expense incurred on reverse repurchase agreements totaled $236,260.
At October 31, 2008, the Fund had the following open forward foreign currency contracts as described below:
FOREIGN
CURRENCY | | | | LOCAL
CURRENCY | | MARKET
VALUE | | SETTLEMENT
DATE | | UNREALIZED
GAIN(LOSS) | |
Contracts to Buy: | | | | | | | | | | | |
Russian Ruble | | | | 17,323,020 | | $615,002 | | 12/8/08 | | $ (57,998 | ) |
Russian Ruble | | | | 13,459,741 | | 477,848 | | 12/8/08 | | (45,246 | ) |
Russian Ruble | | | | 7,421,520 | | 262,644 | | 12/11/08 | | (26,205 | ) |
Russian Ruble | | | | 9,087,390 | | 321,598 | | 12/11/08 | | (29,402 | ) |
| | | | | | | | | | (158,851 | ) |
Contracts to Sell: | | | | | | | | | | | |
Euro | | | | 260,230 | | $330,725 | | 12/8/08 | | $ 38,463 | |
Euro | | | | 199,944 | | 254,108 | | 12/8/08 | | 29,773 | |
Euro | | | | 204,000 | | 259,254 | | 12/11/08 | | 29,595 | |
| | | | | | | | | | 97,831 | |
Net unrealized loss on open forward foreign currency contracts | | | | | | $ (61,020 | ) |
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 23 |
Notes to financial statements continued
At October 31, 2008, the Fund held the following credit default swap contracts:
SWAP COUNTERPARTY
(REFERENCE ENTITY) | | NOTIONAL
AMOUNT | | TERMINATION
DATE | | PERIODIC
PAYMENTS
MADE BY
THE FUND‡ | | PERIODIC
PAYMENTS
RECEIVED BY
THE FUND‡ | | UNREALIZED
DEPRECIATION | |
Credit Default Swaps: | | | | | | | | | | | |
| | | | | | | | | | | |
Credit Suisse First Boston Inc.
(RSHB Capital, 7.175% due 5/16/13) | | $1,430,000 | | 11/20/08 | | (a) | | 8.000% quarterly | | $ (3,235 | ) |
Credit Suisse First Boston Inc.
(Turanalem Finance BV, 8.000% due 3/24/14) | | 1,430,000 | | 11/20/08 | | (a) | | 27.500% quarterly | | (8,640 | ) |
Credit Suisse First Boston Inc.
(Turanalem Finance BV, 8.000% due 3/24/14) | | 1,622,000 | | 11/20/08 | | (a) | | 31.000% quarterly | | 0 | |
Net unrealized depreciation on open swap contracts | | | | | $(11,875 | ) |
‡ | Percentage shown is an annual percentage rate. |
(a) | As a seller of protection, the Fund will pay an amount up to the notional value of the swap, and in certain instances take delivery of the security if a credit event occurs. |
4. Loan
At October 31, 2008, the Fund had a $22,000,000 credit line pursuant to an amended and restated revolving credit and security agreement, dated as of November 20, 2006, among the Fund, CHARTA, LLC (“the Lender”), as successor by assignment to Panterra Funding LLC, and Citibank N.A. (“Citibank”) as a secondary lender, for which Citibank also acts as administrative agent. The loan generally bears interest at a variable rate based on the weighted average interest rates of the underlying commercial paper or LIBOR, plus any applicable margin. In addition, the Fund pays a commitment fee at an annual rate of 0.10% on the total amount of the credit line, whether used or unused. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. For the year ended October 31, 2008, the Fund did not have any borrowings outstanding under this credit agreement.
5. Distributions subsequent to October 31, 2008
On August 14, 2008, the Board of Directors (“Board”) of the Fund declared a distribution in the amount of $0.1000 per share, payable on November 28, 2008 to shareholders of record on November 21, 2008. On November 17, 2008, the Board declared a distribution in the amount of $0.1000 per share, payable on December 26, 2008 to shareholders of record on December 19, 2008. Additionally, the Board declared two distributions in the amount of $0.1000 per share, payable on January 30, 2009 and February 27, 2009 to shareholders of record on January 23, 2009 and February 20, 2009, respectively.
24 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
6. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended October 31, were as follows:
| | 2008 | | 2007 | |
Distributions Paid From: | | | | | |
Ordinary income | | $11,313,915 | | $12,265,308 | |
Net long-term capital gains | | 3,653,302 | | 5,940,033 | |
Total taxable distributions | | $14,967,217 | | $18,205,341 | |
As of October 31, 2008, the components of accumulated earnings on a tax basis were as follows:
Undistributed ordinary income — net | | $ 4,520,263 | |
Undistributed long-term capital gains — net | | 712,021 | |
Total undistributed earnings | | 5,232,284 | |
Other book/tax temporary differences(a) | | 17,474 | |
Unrealized appreciation/(depreciation)(b) | | (54,583,366 | ) |
Total accumulated earnings/(losses) — net | | $(49,333,608 | ) |
(a) | Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized losses on foreign currency contracts 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 and the difference between book and tax amortization methods for premiums on fixed income securities. |
7. Recent accounting pronouncements
On September 20, 2006, the Financial Accounting Standards Board (“FASB”) released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Management has determined that there is no material impact to the Fund’s valuation policies as a result of adopting FAS 157. The Fund will implement the disclosure requirements beginning with its January 31, 2009 Form N-Q.
* * *
In March 2008, FASB issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the Fund’s financial position, performance and
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 25 |
Notes to financial statements continued
cash flows. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statements and related disclosures.
* * *
During September, 2008 FASB Staff Position FAS 133-1 and FASB Interpretation 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (“Amendment”) was issued and is effective for annual and interim reporting periods ending after November 15, 2008. The Amendment requires enhanced disclosures regarding credit derivatives and hybrid financial instruments containing embedded credit derivatives. Management is currently evaluating the impact the adoption of the Amendment will have on the Fund’s financial statement disclosures.
8. Investment restriction
The Fund’s investment policy states that under normal market conditions, the Fund will invest at least 65% of its total assets in high-yield foreign sovereign debt securities. The Fund also may invest up to 35% of its total assets in high-yield non-U.S. and U.S. corporate debt securities.
As of October 31, 2006, the Fund had approximately 55% in high-yield foreign sovereign debt securities. During the year ended October 31, 2007, the Fund’s investment manager has realigned the Fund’s portfolio to meet the Fund’s investment policy and has reimbursed the Fund for losses and transaction costs incurred by the Fund in the amount of $143,005.
26 | | Western Asset Worldwide Income Fund Inc. 2008 Annual Report |
Report of independent registered public accounting firm
The Board of Directors and Shareholders
Western Asset Worldwide Income Fund Inc.:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Worldwide Income Fund Inc. as of October 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the four-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended October 31, 2004 were audited by other independent registered public accountants whose report thereon, dated December 21, 2004, expressed an unqualified opinion on those financial highlights.
We conducted our audits 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 and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset Worldwide Income Fund Inc. as of October 31, 2008, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the four-year period then ended, in conformity with U.S. generally accepted accounting principles.
New York, New York
December 22, 2008
Western Asset Worldwide Income Fund Inc. 2008 Annual Report | | 27 |
Additional information (unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Worldwide Income Fund Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.
NON-INTERESTED DIRECTORS: |
CAROL L. COLMAN
c/o Chairman of the Fund, Legg Mason & Co., LLC (“Legg Mason”)
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1946 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class II |
Term of office1 and length of time served | | Since 2003 |
Principal occupation(s) during past 5 years | | President, Colman Consulting Co. |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | None |
| | |
DANIEL P. CRONIN
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1946 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class III |
Term of office1 and length of time served | | Since 2003 |
Principal occupation(s) during past 5 years | | Retired; Formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | None |
| | |
28 | | Western Asset Worldwide Income Fund Inc. |
PAOLO M. CUCCHI
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1941 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class III |
Term of office1 and length of time served | | Since 2007 |
Principal occupation(s) during past 5 years | | Professor of Italian and French languages, Drew University (since 1984); Formerly, Vice President and Dean of College of Liberal Arts at Drew University (from 1984 to 2008) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | None |
| | |
LESLIE H. GELB
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1937 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class I |
Term of office1 and length of time served | | Since 1994 |
Principal occupation(s) during past 5 years | | President Emeritus and Senior Board Fellow, The Council on Foreign Relations (since 2003); Formerly, President, The Council on Foreign Relations; Formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | Director of two registered investment companies advised by Blackstone Asia Advisors LLC (“Blackstone Advisors”): India Fund Inc. and Asia Tigers Fund, Inc. |
| | |
Western Asset Worldwide Income Fund Inc. | | 29 |
Additional information (unaudited) continued
Information about Directors and Officers
WILLIAM R. HUTCHINSON
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1942 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class II |
Term of office1 and length of time served | | Since 2003 |
Principal occupation(s) during past 5 years | | President, W.R. Hutchinson & Associates Inc. (since 2001) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | Director of Associated Banc-Corp. |
| | |
RIORDAN ROETT
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1938 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class III |
Term of office1 and length of time served | | Since 1995 |
Principal occupation(s) during past 5 years | | The Sarita and Don Johnston Professor of Political Science and Director, of Western Hemisphere Studies, Paul H. Nitze School of Avanced International Studies, The Johns Hopkins University (since 1993) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | None |
| | |
JESWALD W. SALACUSE
c/o Chairman of the Fund, Legg Mason
620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1938 |
Position(s) held
with Fund1 | | Director and Member of the Nominating and Audit Committees, Class I |
Term of office1 and length of time served | | Since 1994 |
Principal occupation(s) during past 5 years | | Henry J. Braker Professor of Commercial Law, The Fletcher School of Law and Diplomacy, Tufts University (since 1986); President, Arbitration Tribunal, World Bank/ICSID (since 2004) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 23 |
Other board memberships held by Director | | Director of two registered investment companies advised by Blackstone Advisors |
| | |
30 | | Western Asset Worldwide Income Fund Inc. |
INTERESTED DIRECTORS: |
R. JAY GERKEN,
CFA(2) Legg Mason, 620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1951 |
Position(s) held
with Fund1 | | Director, Chairman, President and Chief Executive Officer, Class II |
Term of office1 and length of time served | | Since 2002 |
Principal occupation(s) during past 5 years | | Managing Director, Legg Mason; Chairman of the Board and Trustee/Director of 163 funds associated with Legg Mason Partners Fund Advisor, LLC. (“LMPFA”) and its affiliates; President of LMPFA (since 2006); Chairman, President and Chief Executive Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates; Formerly, Chairman, Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management, Inc. (“CFM”) (2002 to 2005); Formerly, Chairman, President and Chief Executive Officer, Travelers Investment Advisers Inc. (2002 to 2005) |
Number of portfolios in fund complex overseen by director (including the Fund) | | 148 |
Other board memberships held by Director | | None |
OFFICERS: |
KAPREL OZSOLAK
Legg Mason, 55 Water Street, New York, NY 10041 |
| | |
Birth year | | 1965 |
Position(s) held
with Fund1 | | Chief Financial Officer and Treasurer |
Term of office1 and length of time served | | Since 2007 |
Principal occupation(s) during past 5 years | | Director of Legg Mason; Chief Financial Officer and Treasurer of certain funds associated with Legg Mason; Formerly, Controller of certain funds associated with certain predecessor firms of Legg Mason (from 2002 to 2004) |
| | |
Western Asset Worldwide Income Fund Inc. | | 31 |
Additional information (unaudited) continued
Information about Directors and Officers
TED P. BECKER
Legg Mason, 620 Eighth Avenue, New York, NY 10018 |
| | |
Birth year | | 1951 |
Position(s) held
with Fund1 | | Chief Compliance Officer |
Term of office1 and length of time served | | Since 2006 |
Principal occupation(s) during past 5 years | | Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason, (since 2005); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); Formerly, Managing Director of Compliance at Citigroup Asset Management (“CAM”) or its predecessors (from 2002 to 2005) |
|
ROBERT I. FRENKEL
Legg Mason, 100 First Stamford Place, Stamford, CT 06902 |
|
Birth year | | 1954 |
Position(s) held
with Fund1 | | Secretary and Chief Legal Officer |
Term of office1 and length of time served | | Since 2003 |
Principal occupation(s) during past 5 years | | Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessor (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004) |
|
THOMAS C. MANDIA
Legg Mason, 100 First Stamford Place, Stamford, CT 06902 |
|
Birth year | | 1962 |
Position(s) held
with Fund1 | | Assistant Secretary |
Term of office1 and length of time served | | Since 2006 |
Principal occupation(s) during past 5 years | | Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005); Managing Director and Deputy General Counsel for CAM (from 1992 to 2005); Assistant Secretary of certain mutual funds associated with Legg Mason |
| | |
32 | | Western Asset Worldwide Income Fund Inc. |
STEVEN FRANK |
Legg Mason, 55 Water Street, New York, NY 10041 |
|
Birth year | | 1967 |
| | |
Position(s) held
with Fund1 | | Controller |
| | |
Term of office1 and
length of time served | | Since 2007 |
| | |
Principal
occupation(s) during
past 5 years | | Vice President of Legg Mason (since 2002); Controller of certain funds associated with Legg Mason or its predecessors (since 2005); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason predecessors (from 2001 to 2005) |
| | |
ALBERT LASKAJ |
Legg Mason, 55 Water Street, New York, NY 10041 |
| | |
Birth year | | 1977 |
| | |
Position(s) held
with Fund1 | | Controller |
| | |
Term of office1 and
length of time served | | Since 2007 |
| | |
Principal
occupation(s) during
past 5 years | | Vice President of Legg Mason (since 2008); Controller of certain funds associated with Legg Mason (Since 2007); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason (from 2005 to 2007); Formerly, Accounting Manager of certain mutual funds associated with certain predecessor firms of Legg Mason (from 2003 to 2005) |
| | |
1 | The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2011, year 2009 and year 2010, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified. |
2 | Mr. Gerken is an “interested person” of the Fund as defined in the 1940 Act because Mr. Gerken is an officer of LMPFA and certain of its affiliates. |
Western Asset Worldwide Income Fund Inc. | | 33 |
Annual chief executive officer and chief financial officer certifications (unaudited)
The Fund’s Chief Executive Officer has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund’s Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.
34 | | Western Asset Worldwide Income Fund Inc. |
Dividend reinvestment plan (unaudited)
Pursuant to certain rules of the Securities and Exchange Commission, the following additional disclosure is provided.
1. Each shareholder initially purchasing shares of common stock (“Shares”) of Western Asset Worldwide Income Fund Inc. (“Fund”) on or after September 6, 1996 will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment Plan (“Plan”), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all distributions in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Fund’s dividend-paying agent (“Agent”). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of “street name” and register such Shares in the shareholder’s name in order to participate, otherwise distributions will be paid in cash to such shareholder by the broker or nominee. Each participant in the Plan is referred to herein as a “Participant.” The Agent will act as agent for each Participant, and will open accounts for each Participant under the Plan in the same name as their Shares are registered.
2. Unless the Fund declares a distribution payable only in the form of cash, the Agent will apply all distributions in the manner set forth below.
3. If, on the determination date, the market price per Share equals or exceeds the net asset value per Share on that date (such condition, a “market premium”), the Agent will receive the distribution in newly issued Shares of the Fund on behalf of Participants. If, on the determination date, the net asset value per Share exceeds the market price per Share (such condition, a “market discount”), the Agent will purchase Shares in the open-market. The determination date will be the fourth New York Stock Exchange trading day (a New York Stock Exchange trading day being referred to herein as a “Trading Day”) preceding the payment date for the distribution. For purposes herein, “market price” will mean the average of the highest and lowest prices at which the Shares sell on the New York Stock Exchange on the particular date, or if there is no sale on that date, the average of the closing bid and asked quotations.
4. Purchases made by the Agent will be made as soon as practicable commencing on the Trading Day following the determination date and terminating no later than 30 days after the distribution payment date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law; provided, however, that such purchases will, in any event, terminate on the Trading Day prior to the “ex-dividend” date next succeeding the distribution payment date.
5. If (i) the Agent has not invested the full distributions amount in open-market purchases by the date specified in paragraph 4 above as the date on which such purchases must terminate or (ii) a market discount shifts to a market premium during the purchase period, then the Agent will cease making open-market purchases and will receive the uninvested portion of the distribution amount in
Western Asset Worldwide Income Fund Inc. | | 35 |
Dividend reinvestment plan (unaudited) continued
newly issued Shares (x) in the case of (i) above, at the close of business on the date the Agent is required to terminate making open-market purchases as specified in paragraph 4 above or (y) in the case of (ii) above, at the close of business on the date such shift occurs; but in no event prior to the payment date for the distribution.
6. In the event that all or part of a distribution amount is to be paid in newly issued Shares, such Shares will be issued to Participants in accordance with the following formula: (i) if, on the valuation date, the net asset value per share is less than or equal to the market price per Share, then the newly issued Shares will be valued at net asset value per Share on the valuation date; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such Shares will be issued at 95% of the market price and (ii) if, on the valuation date, the net asset value per share is greater than the market price per Share, then the newly issued Shares will be issued at the market price on the valuation date. The valuation date will be the distribution payment date, except that with respect to Shares issued pursuant to paragraph 5 above, the valuation date will be the date such Shares are issued. If a date that would otherwise be a valuation date is not a Trading Day, the valuation date will be the next preceding Trading Day.
7. The open-market purchases provided for above may be made on any securities exchange on which the Shares of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the value of the Shares acquired for the Participant’s account. The Agent may commingle amounts of all Participants to be used for open-market purchases of Shares and the price per Share allocable to each Participant in connection with such purchases shall be the average price (including brokerage commissions) of all Shares purchased by the Agent.
8. The Agent will maintain all Participant accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by Participants for personal and tax records. The Agent will hold Shares acquired pursuant to the Plan in noncertificated form in the Participant’s name or that of its nominee, and each Participant’s proxy will include those Shares purchased pursuant to the Plan. The Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares.
9. The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided
36 | | Western Asset Worldwide Income Fund Inc. |
fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.
10. Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants.
11. The Agent’s service fee for handling distributions, will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.
12. Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than ten days prior to any distribution record date; otherwise such termination will be effective on the first trading day after the payment date for such distribution with respect to any subsequent distribution. The Plan may be amended or terminated by the Fund as applied to any distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the distribution. The Plan may be amended or terminated by the Agent, with the Fund’s prior written consent, on at least 30 days’ written notice to Plan Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge. If the Participant elects by notice to the Agent in writing in advance of such termination to have the Agent sell part or all of a Participant’s Shares and remit the proceeds to Participant, the Agent is authorized to deduct a $2.50 fee plus brokerage commission for this transaction from the proceeds.
13. Any amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of the Participant’s account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving distributions, the Fund will be authorized to pay to such
Western Asset Worldwide Income Fund Inc. | | 37 |
Dividend reinvestment plan (unaudited) continued
successor Agent, for each Participant’s account, all dividends and distributions payable on Shares of the Fund held in each Participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.
14. In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners (“Nominee Holders”), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder’s name and held for the account of beneficial owners who are to participate in the Plan.
15. The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees.
16. All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.
38 | | Western Asset Worldwide Income Fund Inc. |
Important tax information (unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2008:
Record Date: | | 11/23/2007 | | 12/21/2007 | | 1/18/2008 | | 2/22/2008 | |
Payable Date: | | 11/30/2007 | | 12/28/2007 | | 1/25/2008 | | 2/29/2008 | |
Long-Term Capital Gain Dividend | | $0.040300 | | $0.040900 | | $0.040900 | | $0.040900 | |
| | | | | | | | | |
Record Date: | | 3/20/2008 | | 4/18/2008 | | 5/23/2008 | | 6/20/2008 | |
Payable Date: | | 3/28/2008 | | 4/25/2008 | | 5/30/2008 | | 6/27/2008 | |
Long-Term Capital Gain Dividend | | $0.025300 | | $0.013000 | | $0.013000 | | $0.013000 | |
| | | | | | | | | |
Record Date: | | 7/18/2008 | | 8/22/2008 | | 9/19/2008 | | 10/24/2008 | |
Payable Date: | | 7/25/2008 | | 8/29/2008 | | 9/26/2008 | | 10/31/2008 | |
Long-Term Capital Gain Dividend | | $0.013000 | | $0.013000 | | $0.013700 | | $0.013700 | |
Please retain this information for your records.
Western Asset Worldwide Income Fund Inc. | | 39 |
Western Asset Worldwide Income Fund Inc.
Directors | Investment manager |
Carol L. Colman | Legg Mason Partners Fund Advisor, LLC |
Daniel P. Cronin | |
Paolo M. Cucchi | Subadvisers |
Leslie H. Gelb | Western Asset Management Company |
R. Jay Gerken, CFA | Western Asset Management Company Limited |
Chairman | |
William R. Hutchinson | Custodian |
Riordan Roett | State Street Bank and Trust Company |
Jeswald W. Salacuse | 225 Franklin Street |
| Boston, Massachusetts 02110 |
Officers | |
R. Jay Gerken, CFA | Transfer agent |
President and Chief Executive Officer | American Stock Transfer & Trust Company |
| 59 Maiden Lane |
Kaprel Ozsolak | New York, New York 10038 |
Chief Financial Officer and Treasurer | |
| Independent registered public accounting firm |
Ted P. Becker | KPMG LLP |
Chief Compliance Officer | 345 Park Avenue |
| New York, New York 10154 |
Robert I. Frenkel | |
Secretary and Chief Legal Officer | Legal counsel |
| Simpson Thacher & Bartlett LLP |
Thomas C. Mandia | 425 Lexington Avenue |
Assistant Secretary | New York, New York 10017-3909 |
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Steven Frank | New York Stock Exchange Symbol |
Controller | SBW |
| |
Albert Laskaj | |
Controller | |
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Western Asset Worldwide Income Fund Inc. | |
55 Water Street | |
New York, NY 10041 | |
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Western Asset Worldwide Income Fund Inc. | |
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WESTERN ASSET WORLDWIDE INCOME FUND INC. | |
55 Water Street | |
New York, New York 10041 | |
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Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its Common Stock in the open market. |
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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 from the Fund, shareholders can call 1-800-451-2010. |
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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 1-800-451-2010, (2) on the Fund’s website at www.leggmason/cef and (3) on the SEC’s website at www.sec.gov. |
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This report is transmitted to the shareholders of Western Asset Worldwide Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase or sale 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
WAS0019 12/08 SR08-709
ITEM 2. CODE OF ETHICS.
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 William R. Hutchinson, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director 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 October 31, 2007 and October 31, 2008 (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 $54,000 in 2007 and $54,500 in 2008.
b) Audit-Related Fees. There were no fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of the Item 4.
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 Worldwide Income Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to August 6, 2003 services provided by the Auditor were not required to be pre-approved).
(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 $5,150 in 2007 and $2,650 in 2008. 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. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item 4 for the Western Asset Worldwide Income Fund 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 Worldwide Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) For the Western Asset Worldwide Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2007 and 2008; Tax Fees were 100% and 0% for 2007 and 2008; and Other Fees were 100% and 0% for 2007 and 2008.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Worldwide Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Worldwide Income Fund Inc. during the reporting period were $0 in 2008.
(h) Yes. Western Asset Worldwide Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Worldwide Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
a) 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:
William R. Hutchinson
Paolo M. Cucchi
Daniel P. Cronin
Carol L. Colman
Leslie H. Gelb
Dr. Riordan Roett
Jeswald W. Salacuse
b) Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. PROXY VOTING – LMPFA & Western
Proxy Voting Guidelines and Procedures
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) delegates the responsibility for voting proxies for the fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained.
The subadviser’s Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below. Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the fund’s website at http://www.leggmason.com/individualinvestors and (3) on the SEC’s website at http://www.sec.gov.
Background
Western Asset Management Company (“WA”) and Western Asset Management Company Limited (“WAML”) (together “Western Asset”) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a
manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA and WAML may so consult and agree with each other) regarding the voting of any securities owned by its clients.
Policy
Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our clients. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Western Asset’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).
Procedures
Responsibility and Oversight
The Western Asset Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
Prior to August 1, 2003, all existing client investment management agreements (“IMAs”) will be reviewed to determine whether Western Asset has authority to vote client proxies. At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Prior to August 1, 2003, Proxy Recipients of existing clients will be reminded of the appropriate routing to Corporate Actions for proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Compliance Department for coordination and the following actions:
a. Proxies are reviewed to determine accounts impacted.
b. Impacted accounts are checked to confirm Western Asset voting authority.
c. Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)
d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
e. Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Compliance Department.
f. Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
a. A copy of Western Asset’s policies and procedures.
b. Copies of proxy statements received regarding client securities.
c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.
e. A proxy log including:
1. Issuer name;
2. Exchange ticker symbol of the issuer’s shares to be voted;
3. Council on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation of the issuer’s management team.
Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.
Disclosure
Part II of both the WA Form ADV and the WAML Form ADV contain a description of Western Asset’s proxy policies. Prior to August 1, 2003, Western Asset will deliver Part II of its revised Form ADV to all existing clients, along with a letter identifying the new disclosure. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;
2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.
Voting Guidelines
Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate
governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
1. Matters relating to the Board of Directors
Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.
b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.
c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
d. Votes are cast on a case-by-case basis in contested elections of directors.
2. Matters relating to Executive Compensation
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.
b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.
d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
3. Matters relating to Capitalization
The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
a. Western Asset votes for proposals relating to the authorization of additional common stock.
b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
c. Western Asset votes for proposals authorizing share repurchase programs.
4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
5. Matters relating to Anti-Takeover Measures
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.
b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.
6. Other Business Matters
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.
b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.
3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.
2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in foreign issuers — i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.
2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1):
NAME AND | | LENGTH OF | | PRINCIPAL OCCUPATION(S) DURING |
ADDRESS | | TIME SERVED | | PAST 5 YEARS |
| | | | |
S. Kenneth Leech | | Since 2006 | | Co-portfolio manager of the fund; Chief Investment Officer of Western Asset since 1998. |
Western Asset | | | | |
385 East
Colorado Blvd.
Pasadena, CA
91101 | | | | |
| | | | |
Stephen A. Walsh | | Since 2006 | | Co-portfolio manager of the fund; Deputy Chief Investment Officer of Western Asset since 2000. |
Western Asset | | | | |
385 East
Colorado Blvd.
Pasadena, CA
91101 | | | | |
| | | | |
Keith J. Gardner | | Since 2006 | | Co-portfolio manager of the fund; portfolio manager and research analyst at Western Asset since 1994. |
Western Asset | | | | |
385 East
Colorado Blvd.
Pasadena, CA
91101 | | | | |
| | | | |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. | | Since 2007 | | Co-portfolio manager of the fund; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management; Executive Vice President and portfolio manager for Janus Capital in 2003; Managing Director and head of High Yield Trading from 1998-2003 at Blackrock Financial Management. |
Pasadena, CA
91101 | | | | |
Matthew C. Duda | | Since 2006 | | Co-portfolio manager of the fund; Research Analyst at Western Asset Management since 2001 |
Western Asset | | | | |
385 East
Colorado Blvd.
Pasadena, CA
91101 | | | | |
| | | | |
Detlev Schlichter | | Since 2007 | | Co-portfolio manager of the fund; portfolio manager at Western Asset since 2001. |
| | | | |
Western Asset | | | | |
385 East
Colorado Blvd.
Pasadena, CA
91101 | | | | |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of October 31, 2008.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| | Registered | | Other Pooled | | |
Portfolio | | Investment | | Investment | | Other |
Manager(s) | | Companies | | Vehicles | | Accounts |
| | | | | | |
S. Kenneth Leech‡ | | 113 registered investment companies with $103.3 billion in total assets under management | | 282 Other pooled investment vehicles with $209.3 billion in assets under management | | 1,001 Other accounts with $225.9 billion in total assets under management* |
| | | | | | |
Stephen A. Walsh‡ | | 113 registered investment companies with $103.3 | | 282 Other pooled investment vehicles | | 1,001 Other accounts with $225.9 billion in total |
| | billion in total assets under management | | with $209.3 billion in assets under management | | assets under management* |
| | | | | | |
Keith J. Gardner‡ | | 5 registered investment companies with $0.7 billion in total assets under management | | 8 Other pooled investment vehicles with $0.9 billion in assets under management | | 0 Other accounts with $0 billion in total assets under management |
| | | | | | |
Matthew Duda‡ | | 0 registered investment Companies with $0 billion in total assets Under management | | 1 Other pooled investment vehicles with $3 million in assets under management | | 10 Other accounts with $0.4 billion in total assets under management |
| | | | | | |
Michael C. Buchanan‡ | | 17 registered investment Companies with $7.2 billion in total assets Under management | | 9 Other pooled investment vehicles with $4.2 billion in assets under management | | 18 Other accounts with $1.8 billion in total assets under management |
| | | | | | |
Detlev Schlichter‡ | | 2 registered investment Companies with $0.2 billion in total assets Under management | | 29 Other pooled investment vehicles with $3.4 billion in assets under management | | 67 Other accounts with $21.3 billion in total assets under management** |
* | Includes 93 accounts managed, totaling $23.5 billion, for which advisory fee is performance based. |
** | Includes 19 accounts managed, totaling $5.3 billion, for which advisory fee is performance based. |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech and Mr. Walsh are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): Portfolio Manager Compensation
With respect to the compensation of the portfolio managers, the Advisers’ compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.
Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.
In addition, employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Advisers, and are determined by the professional’s job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks. Performance is reviewed on a 1, 3 and 5 year basis for compensation – with 3 years
having the most emphasis. Because portfolio managers are generally responsible for multiple accounts (including the Portfolio) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account, though relative performance against the stated benchmark and its applicable Lipper peer group is considered. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the Adviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Adviser’s business.
Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.
Potential Conflicts of Interest
Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a Portfolio’s trades, investment opportunities and broker selection. Portfolio managers may be privy to the size, timing and possible market impact of a Portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a Portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a Portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Advisers have adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions for the Portfolios, the Advisers determine which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Advisers may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a Portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a Portfolio or the other account(s) involved. Additionally, the management of multiple Portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other account.
It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of a Portfolio. For example, a portfolio manager could short sell a security for an account immediately prior to a Portfolio’s sale of that security. To address this conflict, the Advisers have adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sales) with long only accounts (which include the
Portfolios) for timing and pattern related issues. Trading decisions for alternative investment and long only accounts may not be identical even though the same Portfolio Manager may manage both types of accounts. Whether the Adviser allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long only accounts will depend on the investment strategy being implemented. If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long only accounts, then it will be allocated to both on a pro-rata basis.
A portfolio manager may also face other potential conflicts of interest in managing a Portfolio, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a Portfolio and the other accounts listed above.
(a)(4): Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of October 31, 2008.
Portfolio Manager(s) | | Dollar Range of
Portfolio
Securities
Beneficially
Owned | |
S. Kenneth Leech | | A | |
Stephen A. Walsh | | A | |
Matthew Duda | | A | |
Keith J. Gardner | | A | |
Michael C. Buchanan | | A | |
Detlev Schlichter | | A | |
Dollar Range ownership is as follows: | | | |
A: none | | | |
B: $1 - $10,000 | | | |
C: 10,001 - $50,000 | | | |
D: $50,001 - $100,000 | | | |
E: $100,001 - $500,000 | | | |
F: $500,001 - $1 million | | | |
G: over $1 million | | | |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
None.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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) 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 Worldwide Income Fund Inc.
By: | /s/ R. Jay Gerken | |
| (R. Jay Gerken) | |
| Chief Executive Officer of | |
| Western Asset Worldwide Income Fund Inc. | |
| | |
| | |
Date: | January 6, 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 Worldwide Income Fund Inc. | |
| | |
Date: | January 6, 2009 | |
| | |
| | |
By: | /s/ Kaprel Ozsolak | |
| (Kaprel Ozsolak) | |
| Chief Financial Officer of | |
| Western Asset Worldwide Income Fund Inc. | |
| | |
| | |
Date: | January 6, 2009 | |
