ITEM 1. |
REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
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Annual Report |
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October 31, 2022 |
WESTERN ASSET
GLOBAL CORPORATE
DEFINED OPPORTUNITY
FUND INC. (GDO)
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INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE |
Fund objectives
The Funds primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Funds net assets to
stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign
corporate fixed-income securities of varying maturities.
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II |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Letter from the chairman
Dear Shareholder,
We are pleased to provide the annual report of Western Asset Global Corporate Defined Opportunity Fund Inc. for the twelve-month reporting period ended October 31,
2022. Please read on for a detailed look at prevailing economic and market conditions during the Funds reporting period and to learn how those conditions have affected Fund performance.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support
you receive from your financial advisor. One way we accomplish this is through our website, www.franklintempleton.com. Here you can gain immediate access to market and investment information, including:
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Fund prices and performance, |
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Market insights and commentaries from our portfolio managers, and |
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A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
November 30, 2022
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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III |
Fund overview
Q. What is the Funds investment strategy?
A. The Funds primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Funds net assets
to stockholders on or about December 2, 2024. As a secondary objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign
corporate fixed income securities of varying maturities. Under normal market conditions, the Fund will invest at least 40% of its managed assets in fixed income securities of foreign issuers organized or having a principal place of business outside
the United States, including in emerging market countries. In addition, the Fund may invest up to 35% of its managed assets in fixed income securities of below investment grade quality. Below investment grade fixed income securities are commonly
known as high yield or junk bonds. Managed assets means the net assets of the Fund plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding.
Under normal market conditions, the Fund expects to maintain, on an ongoing basis, a dollar-weighted average credit quality of portfolio holdings of investment grade
quality. When choosing investments, Western Asset Management Company, LLC (Western Asset), the Funds subadviser, focuses on corporate securities that exhibit pricing inefficiencies, improving credit conditions that offer income
opportunities and the potential for high real yields.
At Western Asset, we utilize a fixed income team approach, with decisions derived from interaction among
various investment management sector specialists. The sector teams are comprised of Western Assets senior portfolio management personnel, research analysts and an in-house economist. Under this team
approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The individuals responsible for development of investment strategy,
day-to-day portfolio management, oversight and coordination of the Fund are S. Kenneth Leech, Michael C. Buchanan, Christopher F. Kilpatrick, Chia-Liang (CL) Lian and Annabel Rudebeck.
Q. What were the overall market conditions during the Funds reporting period?
A. Fixed income markets experienced periods of volatility and fell sharply over the twelvemonth reporting period ended October 31, 2022. The markets
decline was driven by a number of factors, including rising inflation and interest rates, aggressive Federal Reserve Board (the Fed) monetary policy tightening, the repercussions from the COVID-19
pandemic and its variants, the weakening global economy, and the war in Ukraine.
Short-term U.S. Treasury yields moved sharply higher as the Fed began to
aggressively raise interest rates in March 2022. Over the next seven months the central bank hiked rates an additional four time, bringing the federal funds rate to a range between 3.00% and 3.25% the highest level since 2008. The yield for the two-year Treasury note began the reporting
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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1 |
Fund overview (contd)
period at 0.48% and ended the period at 4.51%. The low of 0.39% occurred on November 5, 2021,
and the peak of 4.62% took place on October 20, 2022. The yield for the ten-year Treasury note began the reporting period at 1.55% and ended the period at 4.10%. The low of 1.35% occurred on
December 3, 2021, and the peak of 4.25% took place on October 24, 2022.
All told, the Bloomberg U.S. Aggregate Indexi returned -15.68% for the twelve months ended October 31, 2022. For comparison purposes, riskier fixed income securities, including high yield bonds and
emerging market debt, also produced weak results. Over the fiscal year, the Bloomberg U.S. Corporate High Yield 2% Issuer Cap Indexii and the JP Morgan Emerging Markets Bond Index Globaliii returned -11.76% and -22.21%, respectively.
Q. How did we respond to these changing market conditions?
A. A number of adjustments were made to the Funds portfolio during the reporting period. Given the improvement in valuations in developed markets and fixed
assets we reduced the Funds allocation to outperforming bank loans as well as emerging markets and increased the Funds exposures to investment-grade corporate bonds and, to a lesser extent, below investment-grade corporate bonds. From a
sector perspective, we increased the Funds allocations to financials and industrials (mainly in reopening industries such as Airlines), while reducing the Funds exposure to more
cyclical1 sectors that had outperformed, such as energy. From a quality ratings perspective, weve been adding mainly BBB-rated fixed income securities
globally.
In terms of duration, we ended the period with an overweight as valuations have improved given the increase in rates globally.
The use of leverage was tactically managed during the reporting period. We ended the period with leverage at roughly 34% of the total assets of the Fund, versus roughly
29% at the beginning of the period. Overall, the use of leverage detracted from performance during the twelve months ended October 31, 2022, given the negative gross performance of all fixed income asset classes during the period.
Performance review
For the twelve months ended
October 31, 2022, Western Asset Global Corporate Defined Opportunity Fund Inc. returned -24.14% based on its NAViv and
-29.96% based on its New York Stock Exchange (NYSE) market price per share. The Funds unmanaged benchmark, the Bloomberg Global Aggregate Corporate Indexv, returned -21.62% for the same period. The Lipper Global Income Closed-End Funds Category Averagevi returned -8.37% over the same time frame. Please note that Lipper performance returns are based on each funds NAV.
The Fund has a practice of seeking to maintain a relatively stable level of distributions to shareholders. This practice has no impact on the Funds investment
strategy and may
1 |
Cyclicals consists of the following sectors: energy, financials, materials and industrials. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
reduce the Funds NAV. The Funds manager
believes the practice helps maintain the Funds competitiveness and may benefit the Funds market price and premium/discount to the Funds NAV.
During the twelve-month period, the Fund made distributions to shareholders totaling $1.21 per share of which $0.66 will be treated as a return of capital for tax
purposes.* The performance table shows the Funds twelve-month total return based on its NAV and market price as of October 31, 2022. Past performance is no guarantee of future results.
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Performance Snapshot as of October 31, 2022 |
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Price Per Share |
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12-Month Total Return** |
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$12.63 (NAV) |
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-24.14 |
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$11.70 (Market Price) |
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-29.96 |
% |
All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating
expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.
Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Funds Dividend
Reinvestment Plan.
Q. What were the leading contributors to performance?
A. The largest contributor to the Funds absolute performance during the reporting period was our issuer selection.
Within the Funds investment-grade allocation, several individual issuers posted positive fundamental results and the Funds more moderate duration positioning
among these issuers was rewarded. Examples of this was the Funds overweight position to JPMorgan Chase. The company posted positive fundamental performance and continued to manage its balance sheet well. The company is also well positioned in
our opinion. A handful of investment-grade underweights were rewarded. Specifically, the Funds underweight positions in large communications issuers Verizon Communications and AT&T Communications. These bonds performed poorly during the
reporting period and we are considering reducing the underweight after the period ended given the improvement in valuations.
Within the Funds high-yield
allocation, overweight positions in DirecTV Financing, United Airlines and energy companies Southwestern Energy and Range Resources all outperformed during the period. DirecTV Financing was rewarded for having a higher quality balance sheet and
generating positive free cash flow. United Airlines was met with substantial
* |
For the tax character of distributions paid during the fiscal year ended October 31, 2022, please refer to page 47 of
this report. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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Fund overview (contd)
demand for air travel post the global pandemic. Energy companies Southwestern Energy and Range
Resources posted positive fundamental results and benefited from higher commodity prices and a more measured capital allocation strategy.
We choose to overweight
U.S. dollar-denominated assets during the reporting period relative to the global bond market. Euro- and sterling-denominated assets and currencies underperformed given greater recession fears and political missteps in Europe. The Funds
underweight to the euro and the sterling contributed to performance.
Q. What were the leading detractors from performance?
A. While the Fund underperformed its benchmark over the reporting period, its long-term returns continue to outperform its benchmark. A majority of the
Funds underperformance came during the first half of the reporting period. The largest detractor was an overweight to emerging markets. In our view, the sector would respond well to the global economy reopening, rising commodity prices, and
improved vaccine availability. We also believed that emerging market valuations were attractive. However, geopolitical risks and higher interest rates globally pushed their spreads wider during the reporting period. In particular, the Funds
overweight to investment-grade rated Columbian energy company Ecopetrol SA, Panamanian dollar-denominated sovereign bonds and Russian sovereign debt performed poorly. Russia was negatively impacted due to the invasion of Ukraine and the punitive
sanctions that followed from developed nations. Lastly, an overweight to Wynn Macau detracted from performance. Chinese corporates have underperformed, with the market pricing in concerns of govrnment regulatory overreach, slowing growth, and
questionable COVID-19 policies and vaccines. We did not have any exposure to one of Chinas largest high-yield issuers Evergrande Group, but the well-publicized restructuring has negatively impacted debt
prices for other companies operating out of China.
Within the Funds U.S. high-yield allocation, overweight positions in some longer-duration corporates that
posted stable fundamental results were not rewarded. Examples of detractors from results were energy company Western Midstream Partners and U.S. cable company Charter Communications. Dish Communications posted slightly weaker results versus
expectations. Investors questioned the companys liquidity position versus their wireless buildout aspirations, which caused the companys debt to perform poorly. Lastly, we increased the Funds overweight to global money center bank
Credit Suisse Group AG as valuations improved and the market speculated the firm would need to raise capital, including potentially selling some businesses to deleverage its balance sheet. The Funds overweight in Credit Suisse has yet to be
rewarded.
Looking for additional information?
The Fund is traded under the symbol GDO and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available
online under the symbol XGDOX on most financial websites. Barrons and The Wall Street Journals Monday edition both carry closed-end fund tables that provide additional
information. In addition,
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
the Fund issues a quarterly press release that can
be found on most major financial websites as well as www.franklintempleton.com.
In a continuing effort to provide information concerning the Fund, shareholders may
call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Funds current NAV,
market price and other information.
Thank you for your investment in Western Asset Global Corporate Defined Opportunity Fund Inc. As always, we appreciate that you
have chosen us to manage your assets and we remain focused on achieving the Funds investment goals.
Sincerely,
Western Asset Management Company, LLC
November 21, 2022
RISKS: The Fund is a non-diversified,
closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty
inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Funds common stock is traded on the New York Stock Exchange. Similar to stocks, the Funds share price will fluctuate with
market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Funds investments are subject to a number of risks, such as credit risk, inflation risk,
call risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Funds holdings. The Fund may invest in lower-rated high yield bonds, known as junk bonds, which are subject to greater credit
risk (risk of default) than higher-rated obligations. The Funds investments in foreign securities involve risks, including the possibility of losses due to changes in currency exchange rates and negative developments in the political, social,
economic or regulatory structure of specific countries or regions. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political, and legal systems that are less developed and less stable than those of
more developed countries. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may
result in greater volatility of NAV and the market price of common shares and increases a shareholders risk of loss. The Fund may also invest in money market funds, including funds affiliated with the Funds manager and subadvisers. For
more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.
The mention of sector breakdowns is for
informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking
financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Funds top five sector holdings (as a percentage of net assets)
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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Fund overview (contd)
as of October 31, 2022 were: financials (34.2%), energy (19.2%), industrials (19.2%),
communication services (18.3%) and consumer discretionary (15.6%). The Funds portfolio composition is subject to change at any time.
All investments are
subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those
of the firm as a whole.
i |
The Bloomberg U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage-and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
ii |
The Bloomberg U.S. Corporate High Yield 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the
Bloomberg U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. |
iii |
The JPMorgan Emerging Markets Bond Index Global 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 |
Net asset value (NAV) is calculated by subtracting total liabilities, including liabilities associated with
financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the
market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Funds market price as determined by supply of and demand for the Funds shares.
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v |
The Bloomberg Global Aggregate Corporate Index is the corporate component of the Bloomberg Global Aggregate Index, which
is comprised of several other Bloomberg indices that measure fixed income performance of regions around the world. |
vi |
Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments.
Returns are based on the twelve-month period ended October 31, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 24 funds in the Funds Lipper category. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Fund at a glance (unaudited)
Investment breakdown (%) as a percent of total investments
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The bar graph above represents the composition of the Funds investments as of October 31, 2022 and
October 31, 2021 and does not include derivatives, such as futures contracts and forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Funds investments is subject to change at any time.
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Represents less than 0.1%. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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7 |
Fund performance (unaudited)
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Net Asset Value |
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Average annual total returns1 |
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Twelve Months Ended 10/31/22 |
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-24.14 |
% |
Five Years Ended 10/31/22 |
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-1.29 |
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Ten Years Ended 10/31/22 |
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2.18 |
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Cumulative total returns1 |
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10/31/12 through 10/31/22 |
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24.06 |
% |
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Market Price |
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Average annual total returns2 |
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Twelve Months Ended 10/31/22 |
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-29.96 |
% |
Five Years Ended 10/31/22 |
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-1.31 |
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Ten Years Ended 10/31/22 |
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2.09 |
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Cumulative total returns2 |
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10/31/12 through 10/31/22 |
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23.02 |
% |
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses,
including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
1 |
Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.
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2 |
Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance
with the Funds Dividend Reinvestment Plan. |
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8 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Historical
performance
Value of $10,000 invested in
Western Asset Global Corporate Defined Opportunity Fund Inc. vs. Bloomberg Global Aggregate Corporate Index October 2012 - October 2022
All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund
expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
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Hypothetical illustration of $10,000 invested in the Western Asset Global Corporate Defined Opportunity Fund Inc. on
October 31, 2012, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in
accordance with the Funds Dividend Reinvestment Plan through October 31, 2022. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg Global Aggregate Corporate Index. The Bloomberg Global Aggregate Corporate
Index (the Index) is the corporate component of the Bloomberg Global Aggregate Index, which is comprised of several other Bloomberg indices that measure fixed income performance of regions around the world. The Index is unmanaged. Please
note that an investor cannot invest directly in an index. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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9 |
Schedule of investments
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
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Security |
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Rate |
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Maturity Date |
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Face Amount |
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Value |
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Corporate Bonds & Notes 123.9% |
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Communication Services 17.0% |
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Diversified Telecommunication
Services 3.2% |
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Altice Financing SA, Senior Secured Notes |
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5.750 |
% |
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8/15/29 |
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430,000 |
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$ |
338,573 |
(a) |
Altice France Holding SA, Senior Notes |
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6.000 |
% |
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2/15/28 |
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690,000 |
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447,890 |
(a) |
Altice France Holding SA, Senior Secured Notes |
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8.000 |
% |
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5/15/27 |
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360,000 |
EUR |
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260,602 |
(b) |
Altice France Holding SA, Senior Secured Notes |
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10.500 |
% |
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5/15/27 |
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360,000 |
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281,315 |
(a) |
Altice France SA, Senior Secured Notes |
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5.125 |
% |
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7/15/29 |
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760,000 |
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573,800 |
(a) |
Lumen Technologies Inc., Senior Notes |
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7.600 |
% |
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9/15/39 |
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2,100,000 |
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1,410,116 |
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Telecom Italia Capital SA, Senior Notes |
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6.000 |
% |
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9/30/34 |
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320,000 |
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234,298 |
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Telecom Italia Capital SA, Senior Notes |
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7.200 |
% |
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7/18/36 |
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310,000 |
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242,183 |
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Telecom Italia Capital SA, Senior Notes |
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7.721 |
% |
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6/4/38 |
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200,000 |
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159,487 |
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Telecom Italia SpA, Senior Notes |
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5.303 |
% |
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5/30/24 |
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235,000 |
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221,487 |
(a) |
Telefonica Emisiones SA, Senior Notes |
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7.045 |
% |
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6/20/36 |
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2,000,000 |
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1,944,827 |
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Total Diversified
Telecommunication Services |
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6,114,578 |
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Entertainment
0.3% |
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Netflix Inc., Senior Notes |
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6.375 |
% |
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5/15/29 |
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510,000 |
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520,781 |
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Interactive Media & Services
0.4% |
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Match Group Holdings II LLC, Senior Notes |
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3.625 |
% |
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10/1/31 |
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860,000 |
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656,782 |
(a) |
Media 6.7% |
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CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes |
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4.250 |
% |
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1/15/34 |
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3,470,000 |
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2,555,933 |
(a) |
Charter Communications Operating LLC/Charter Communications Operating Capital Corp.,
Senior Secured Notes |
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3.750 |
% |
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2/15/28 |
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1,330,000 |
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1,167,175 |
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Charter Communications Operating LLC/Charter Communications Operating Capital Corp.,
Senior Secured Notes |
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6.384 |
% |
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10/23/35 |
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720,000 |
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658,813 |
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Charter Communications Operating LLC/Charter Communications Operating Capital Corp.,
Senior Secured Notes |
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6.484 |
% |
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10/23/45 |
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2,660,000 |
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2,360,725 |
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DirecTV Financing LLC/DirecTV Financing Co-Obligor
Inc., Senior Secured Notes |
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5.875 |
% |
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8/15/27 |
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1,960,000 |
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1,768,812 |
(a) |
DISH DBS Corp., Senior Notes |
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5.875 |
% |
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11/15/24 |
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370,000 |
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341,658 |
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DISH DBS Corp., Senior Notes |
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7.750 |
% |
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7/1/26 |
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1,820,000 |
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1,539,074 |
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DISH DBS Corp., Senior Notes |
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7.375 |
% |
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7/1/28 |
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590,000 |
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448,288 |
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Grupo Televisa SAB, Senior Notes |
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6.625 |
% |
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1/15/40 |
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1,730,000 |
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1,636,839 |
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UPC Holding BV, Senior Secured Notes |
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5.500 |
% |
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1/15/28 |
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|
230,000 |
|
|
|
202,167 |
(a) |
Total Media |
|
|
|
|
|
|
|
12,679,484 |
|
See Notes to Financial Statements.
|
|
|
|
|
10 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Wireless Telecommunication Services
6.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
America Movil SAB de CV, Senior Notes |
|
|
6.125 |
% |
|
|
3/30/40 |
|
|
|
650,000 |
|
|
$ |
625,110 |
|
CSC Holdings LLC, Senior Notes |
|
|
4.625 |
% |
|
|
12/1/30 |
|
|
|
3,080,000 |
|
|
|
2,222,736 |
(a) |
CSC Holdings LLC, Senior Notes |
|
|
5.000 |
% |
|
|
11/15/31 |
|
|
|
1,380,000 |
|
|
|
985,903 |
(a) |
Sprint Capital Corp., Senior Notes |
|
|
8.750 |
% |
|
|
3/15/32 |
|
|
|
90,000 |
|
|
|
105,754 |
|
Sprint Corp., Senior Notes |
|
|
7.875 |
% |
|
|
9/15/23 |
|
|
|
3,410,000 |
|
|
|
3,470,504 |
|
T-Mobile USA Inc., Senior Notes |
|
|
3.500 |
% |
|
|
4/15/31 |
|
|
|
2,860,000 |
|
|
|
2,408,697 |
|
VEON Holdings BV, Senior Notes |
|
|
3.375 |
% |
|
|
11/25/27 |
|
|
|
700,000 |
|
|
|
360,325 |
(a) |
Vmed O2 UK Financing I PLC, Senior Secured Notes |
|
|
4.750 |
% |
|
|
7/15/31 |
|
|
|
1,200,000 |
|
|
|
971,976 |
(a) |
Vodafone Group PLC, Senior Notes |
|
|
4.375 |
% |
|
|
5/30/28 |
|
|
|
1,000,000 |
|
|
|
941,909 |
|
Total Wireless Telecommunication
Services |
|
|
|
|
|
|
|
12,092,914 |
|
Total Communication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,064,539 |
|
Consumer Discretionary 15.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Components
2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adient Global Holdings Ltd., Senior Notes |
|
|
4.875 |
% |
|
|
8/15/26 |
|
|
|
850,000 |
|
|
|
762,930 |
(a) |
American Axle & Manufacturing Inc., Senior Notes |
|
|
6.500 |
% |
|
|
4/1/27 |
|
|
|
1,521,000 |
|
|
|
1,401,526 |
|
JB Poindexter & Co. Inc., Senior Notes |
|
|
7.125 |
% |
|
|
4/15/26 |
|
|
|
1,690,000 |
|
|
|
1,613,375 |
(a) |
Total Auto Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,777,831 |
|
Automobiles 1.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ford Motor Credit Co. LLC, Senior Notes |
|
|
3.625 |
% |
|
|
6/17/31 |
|
|
|
1,200,000 |
|
|
|
935,760 |
|
General Motors Co., Senior Notes |
|
|
5.400 |
% |
|
|
10/2/23 |
|
|
|
160,000 |
|
|
|
159,363 |
|
General Motors Co., Senior Notes |
|
|
6.125 |
% |
|
|
10/1/25 |
|
|
|
220,000 |
|
|
|
219,224 |
|
General Motors Co., Senior Notes |
|
|
6.600 |
% |
|
|
4/1/36 |
|
|
|
720,000 |
|
|
|
680,166 |
|
Nissan Motor Acceptance Co. LLC, Senior Notes |
|
|
2.750 |
% |
|
|
3/9/28 |
|
|
|
1,520,000 |
|
|
|
1,153,648 |
(a) |
Total
Automobiles |
|
|
|
|
|
|
|
3,148,161 |
|
Diversified Consumer Services
1.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APCOA Parking Holdings GmbH, Senior Secured Notes |
|
|
4.625 |
% |
|
|
1/15/27 |
|
|
|
210,000 |
EUR |
|
|
168,239 |
(b) |
APCOA Parking Holdings GmbH, Senior Secured Notes |
|
|
4.625 |
% |
|
|
1/15/27 |
|
|
|
550,000 |
EUR |
|
|
440,627 |
(a) |
Carriage Services Inc., Senior Notes |
|
|
4.250 |
% |
|
|
5/15/29 |
|
|
|
600,000 |
|
|
|
462,624 |
(a) |
StoneMor Inc., Senior Secured Notes |
|
|
8.500 |
% |
|
|
5/15/29 |
|
|
|
2,000,000 |
|
|
|
1,697,570 |
(a) |
WW International Inc., Senior Secured Notes |
|
|
4.500 |
% |
|
|
4/15/29 |
|
|
|
750,000 |
|
|
|
413,409 |
(a) |
Total Diversified Consumer
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,182,469 |
|
Hotels, Restaurants & Leisure
9.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1011778 BC ULC/New Red Finance Inc., Senior Secured Notes |
|
|
5.750 |
% |
|
|
4/15/25 |
|
|
|
400,000 |
|
|
|
399,038 |
(a) |
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
11 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Hotels, Restaurants & Leisure
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carnival Corp., Senior Notes |
|
|
7.625 |
% |
|
|
3/1/26 |
|
|
|
1,470,000 |
|
|
$ |
1,107,829 |
(a) |
Carnival Corp., Senior Notes |
|
|
6.000 |
% |
|
|
5/1/29 |
|
|
|
580,000 |
|
|
|
385,661 |
(a) |
Carnival Holdings Bermuda Ltd., Senior Notes |
|
|
10.375 |
% |
|
|
5/1/28 |
|
|
|
40,000 |
|
|
|
40,575 |
(a) |
IRB Holding Corp., Senior Secured Notes |
|
|
7.000 |
% |
|
|
6/15/25 |
|
|
|
690,000 |
|
|
|
690,407 |
(a) |
Las Vegas Sands Corp., Senior Notes |
|
|
3.900 |
% |
|
|
8/8/29 |
|
|
|
4,630,000 |
|
|
|
3,746,844 |
|
Marstons Issuer PLC, Secured Notes (3 mo. GBP LIBOR + 2.669%) |
|
|
4.860 |
% |
|
|
7/16/35 |
|
|
|
1,768,000 |
GBP |
|
|
1,571,955 |
(b)(c) |
Mitchells & Butlers Finance PLC, Secured Notes |
|
|
5.965 |
% |
|
|
12/15/23 |
|
|
|
63,860 |
GBP |
|
|
72,722 |
(b) |
NCL Corp. Ltd., Senior Notes |
|
|
3.625 |
% |
|
|
12/15/24 |
|
|
|
872,000 |
|
|
|
758,550 |
(a) |
NCL Corp. Ltd., Senior Notes |
|
|
5.875 |
% |
|
|
3/15/26 |
|
|
|
500,000 |
|
|
|
410,417 |
(a) |
NCL Corp. Ltd., Senior Notes |
|
|
7.750 |
% |
|
|
2/15/29 |
|
|
|
490,000 |
|
|
|
391,481 |
(a) |
NCL Finance Ltd., Senior Notes |
|
|
6.125 |
% |
|
|
3/15/28 |
|
|
|
440,000 |
|
|
|
342,758 |
(a) |
Royal Caribbean Cruises Ltd., Senior Notes |
|
|
5.375 |
% |
|
|
7/15/27 |
|
|
|
1,030,000 |
|
|
|
803,257 |
(a) |
Royal Caribbean Cruises Ltd., Senior Notes |
|
|
5.500 |
% |
|
|
4/1/28 |
|
|
|
610,000 |
|
|
|
471,469 |
(a) |
Saga PLC, Senior Notes |
|
|
3.375 |
% |
|
|
5/12/24 |
|
|
|
210,000 |
GBP |
|
|
212,598 |
(b) |
Saga PLC, Senior Notes |
|
|
5.500 |
% |
|
|
7/15/26 |
|
|
|
430,000 |
GBP |
|
|
330,457 |
(b) |
Sands China Ltd., Senior Notes |
|
|
3.350 |
% |
|
|
3/8/29 |
|
|
|
2,380,000 |
|
|
|
1,597,953 |
|
Sands China Ltd., Senior Notes |
|
|
4.875 |
% |
|
|
6/18/30 |
|
|
|
390,000 |
|
|
|
278,731 |
|
Sands China Ltd., Senior Notes |
|
|
3.750 |
% |
|
|
8/8/31 |
|
|
|
500,000 |
|
|
|
328,340 |
|
Wheel Bidco Ltd., Senior Secured Notes |
|
|
6.750 |
% |
|
|
7/15/26 |
|
|
|
390,000 |
GBP |
|
|
356,035 |
(a) |
Wynn Macau Ltd., Senior Notes |
|
|
5.500 |
% |
|
|
1/15/26 |
|
|
|
230,000 |
|
|
|
159,850 |
(a) |
Wynn Macau Ltd., Senior Notes |
|
|
5.625 |
% |
|
|
8/26/28 |
|
|
|
520,000 |
|
|
|
318,630 |
(a) |
Wynn Macau Ltd., Senior Notes |
|
|
5.125 |
% |
|
|
12/15/29 |
|
|
|
2,200,000 |
|
|
|
1,336,258 |
(a) |
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., Senior Notes |
|
|
7.750 |
% |
|
|
4/15/25 |
|
|
|
1,600,000 |
|
|
|
1,562,400 |
(a) |
Total Hotels, Restaurants &
Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,674,215 |
|
Household Durables
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lennar Corp., Senior Notes |
|
|
5.000 |
% |
|
|
6/15/27 |
|
|
|
738,000 |
|
|
|
691,783 |
|
Specialty Retail
0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michaels Cos. Inc., Senior Notes |
|
|
7.875 |
% |
|
|
5/1/29 |
|
|
|
220,000 |
|
|
|
123,240 |
(a) |
Total Consumer Discretionary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,597,699 |
|
Consumer Staples 3.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beverages 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide Inc., Senior Notes |
|
|
4.700 |
% |
|
|
2/1/36 |
|
|
|
2,630,000 |
|
|
|
2,380,679 |
|
Anheuser-Busch InBev Worldwide Inc., Senior Notes |
|
|
4.750 |
% |
|
|
1/23/29 |
|
|
|
60,000 |
|
|
|
58,412 |
|
Total Beverages |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,439,091 |
|
See Notes to Financial
Statements.
|
|
|
|
|
12 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Food & Staples Retailing
0.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bellis Acquisition Co. PLC, Senior Secured Notes |
|
|
3.250 |
% |
|
|
2/16/26 |
|
|
|
660,000 |
GBP
|
|
$ |
618,724 |
(b) |
Food Products
1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAGE International SA/FAGE USA Dairy Industry Inc., Senior Notes |
|
|
5.625 |
% |
|
|
8/15/26 |
|
|
|
500,000 |
|
|
|
439,272 |
(a) |
Kraft Heinz Foods Co., Senior Notes |
|
|
4.250 |
% |
|
|
3/1/31 |
|
|
|
180,000 |
|
|
|
162,776 |
|
Kraft Heinz Foods Co., Senior Notes |
|
|
5.200 |
% |
|
|
7/15/45 |
|
|
|
400,000 |
|
|
|
350,360 |
|
Kraft Heinz Foods Co., Senior Notes |
|
|
5.500 |
% |
|
|
6/1/50 |
|
|
|
550,000 |
|
|
|
504,849 |
|
Pilgrims Pride Corp., Senior Notes |
|
|
5.875 |
% |
|
|
9/30/27 |
|
|
|
1,520,000 |
|
|
|
1,487,776 |
(a) |
Total Food Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,945,033 |
|
Tobacco 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Altria Group Inc., Senior Notes |
|
|
2.450 |
% |
|
|
2/4/32 |
|
|
|
1,000,000 |
|
|
|
711,770 |
|
Reynolds American Inc., Senior Notes |
|
|
5.850 |
% |
|
|
8/15/45 |
|
|
|
540,000 |
|
|
|
424,989 |
|
Total Tobacco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,136,759 |
|
Total Consumer Staples |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,139,607 |
|
Energy 19.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Equipment & Services
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sunnova Energy Corp., Senior Notes |
|
|
5.875 |
% |
|
|
9/1/26 |
|
|
|
100,000 |
|
|
|
88,155 |
(a) |
Oil, Gas & Consumable Fuels
19.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continental Resources Inc., Senior Notes |
|
|
3.800 |
% |
|
|
6/1/24 |
|
|
|
1,060,000 |
|
|
|
1,022,714 |
|
Continental Resources Inc., Senior Notes |
|
|
4.375 |
% |
|
|
1/15/28 |
|
|
|
640,000 |
|
|
|
575,360 |
|
Diamondback Energy Inc., Senior Notes |
|
|
3.500 |
% |
|
|
12/1/29 |
|
|
|
1,120,000 |
|
|
|
966,780 |
|
Ecopetrol SA, Senior Notes |
|
|
5.875 |
% |
|
|
5/28/45 |
|
|
|
5,630,000 |
|
|
|
3,438,635 |
(d) |
Energy Transfer LP, Junior Subordinated Notes
(6.625% to 2/15/28 then 3 mo. USD LIBOR + 4.155%) |
|
|
6.625 |
% |
|
|
2/15/28 |
|
|
|
1,050,000 |
|
|
|
756,000 |
(c)(e) |
Energy Transfer LP, Junior Subordinated Notes
(6.750% to 5/15/25 then 5 year Treasury
Constant Maturity Rate + 5.134%) |
|
|
6.750 |
% |
|
|
5/15/25 |
|
|
|
560,000 |
|
|
|
480,933 |
(c)(e) |
Energy Transfer LP, Junior Subordinated Notes
(7.125% to 5/15/30 then 5 year Treasury
Constant Maturity Rate + 5.306%) |
|
|
7.125 |
% |
|
|
5/15/30 |
|
|
|
1,790,000 |
|
|
|
1,489,047 |
(c)(e) |
EQM Midstream Partners LP, Senior Notes |
|
|
4.500 |
% |
|
|
1/15/29 |
|
|
|
410,000 |
|
|
|
349,505 |
(a) |
EQM Midstream Partners LP, Senior Notes |
|
|
7.500 |
% |
|
|
6/1/30 |
|
|
|
420,000 |
|
|
|
409,017 |
(a) |
EQT Corp., Senior Notes |
|
|
3.900 |
% |
|
|
10/1/27 |
|
|
|
1,300,000 |
|
|
|
1,170,019 |
|
EQT Corp., Senior Notes |
|
|
5.000 |
% |
|
|
1/15/29 |
|
|
|
2,720,000 |
|
|
|
2,530,472 |
|
KazMunayGas National Co. JSC, Senior Notes |
|
|
3.500 |
% |
|
|
4/14/33 |
|
|
|
2,130,000 |
|
|
|
1,439,188 |
(a) |
NGPL PipeCo LLC, Senior Notes |
|
|
7.768 |
% |
|
|
12/15/37 |
|
|
|
800,000 |
|
|
|
798,856 |
(a) |
Occidental Petroleum Corp., Senior Notes |
|
|
4.400 |
% |
|
|
8/15/49 |
|
|
|
1,060,000 |
|
|
|
857,918 |
|
Petrobras Global Finance BV, Senior Notes |
|
|
6.750 |
% |
|
|
1/27/41 |
|
|
|
160,000 |
|
|
|
139,174 |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
13 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Oil, Gas & Consumable Fuels
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Petroleos del Peru SA, Senior Notes |
|
|
4.750 |
% |
|
|
6/19/32 |
|
|
|
2,230,000 |
|
|
$ |
1,647,977 |
(a) |
Petroleos Mexicanos, Senior Notes |
|
|
6.500 |
% |
|
|
6/2/41 |
|
|
|
750,000 |
|
|
|
474,034 |
|
Petroleos Mexicanos, Senior Notes |
|
|
5.500 |
% |
|
|
6/27/44 |
|
|
|
540,000 |
|
|
|
307,749 |
|
Range Resources Corp., Senior Notes |
|
|
5.000 |
% |
|
|
3/15/23 |
|
|
|
420,000 |
|
|
|
418,885 |
|
Range Resources Corp., Senior Notes |
|
|
4.875 |
% |
|
|
5/15/25 |
|
|
|
290,000 |
|
|
|
280,378 |
|
Range Resources Corp., Senior Notes |
|
|
8.250 |
% |
|
|
1/15/29 |
|
|
|
480,000 |
|
|
|
499,466 |
|
Rockies Express Pipeline LLC, Senior Notes |
|
|
7.500 |
% |
|
|
7/15/38 |
|
|
|
330,000 |
|
|
|
288,493 |
(a) |
Sabine Pass Liquefaction LLC, Senior Secured Notes |
|
|
5.750 |
% |
|
|
5/15/24 |
|
|
|
540,000 |
|
|
|
539,585 |
|
Sabine Pass Liquefaction LLC, Senior Secured Notes |
|
|
5.000 |
% |
|
|
3/15/27 |
|
|
|
1,940,000 |
|
|
|
1,871,443 |
|
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., Secured Notes |
|
|
8.500 |
% |
|
|
10/15/26 |
|
|
|
440,000 |
|
|
|
422,937 |
(a) |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes |
|
|
6.500 |
% |
|
|
7/15/27 |
|
|
|
430,000 |
|
|
|
427,732 |
|
Transcontinental Gas Pipe Line Co. LLC, Senior Notes |
|
|
7.850 |
% |
|
|
2/1/26 |
|
|
|
1,000,000 |
|
|
|
1,054,402 |
|
Transportadora de Gas del Peru SA, Senior Notes |
|
|
4.250 |
% |
|
|
4/30/28 |
|
|
|
3,750,000 |
|
|
|
3,464,867 |
(a) |
Transportadora de Gas del Sur SA, Senior Notes |
|
|
6.750 |
% |
|
|
5/2/25 |
|
|
|
1,010,000 |
|
|
|
881,427 |
(a) |
Western Midstream Operating LP, Senior Notes |
|
|
4.300 |
% |
|
|
2/1/30 |
|
|
|
3,655,000 |
|
|
|
3,221,974 |
|
Western Midstream Operating LP, Senior Notes |
|
|
5.300 |
% |
|
|
3/1/48 |
|
|
|
250,000 |
|
|
|
202,423 |
|
Western Midstream Operating LP, Senior Notes |
|
|
5.500 |
% |
|
|
2/1/50 |
|
|
|
2,770,000 |
|
|
|
2,162,527 |
|
Williams Cos. Inc., Senior Notes |
|
|
4.550 |
% |
|
|
6/24/24 |
|
|
|
540,000 |
|
|
|
531,170 |
|
Williams Cos. Inc., Senior Notes |
|
|
7.500 |
% |
|
|
1/15/31 |
|
|
|
340,000 |
|
|
|
362,101 |
|
Williams Cos. Inc., Senior Notes |
|
|
5.750 |
% |
|
|
6/24/44 |
|
|
|
450,000 |
|
|
|
402,596 |
|
YPF SA, Senior Notes |
|
|
8.500 |
% |
|
|
7/28/25 |
|
|
|
120,000 |
|
|
|
86,668 |
(a) |
YPF SA, Senior Notes |
|
|
6.950 |
% |
|
|
7/21/27 |
|
|
|
400,000 |
|
|
|
243,664 |
(a) |
Total Oil, Gas & Consumable
Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,216,116 |
|
Total Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,304,271 |
|
Financials 33.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banks 21.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Banco Mercantil del Norte SA, Junior Subordinated Notes (6.625% to 1/24/32 then 10 year
Treasury Constant Maturity Rate + 5.034%) |
|
|
6.625 |
% |
|
|
1/24/32 |
|
|
|
2,160,000 |
|
|
|
1,623,240 |
(a)(c)(e) |
Bank of America Corp., Junior Subordinated Notes (5.875% to 3/15/28 then 3 mo. USD LIBOR +
2.931%) |
|
|
5.875 |
% |
|
|
3/15/28 |
|
|
|
2,500,000 |
|
|
|
2,155,000 |
(c)(e) |
See Notes to Financial
Statements.
|
|
|
|
|
14 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Banks continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corp., Subordinated Notes |
|
|
4.250 |
% |
|
|
10/22/26 |
|
|
|
500,000 |
|
|
$ |
472,711 |
|
Barclays Bank PLC, Subordinated Notes |
|
|
7.625 |
% |
|
|
11/21/22 |
|
|
|
1,020,000 |
|
|
|
1,018,570 |
|
Barclays PLC, Junior Subordinated Notes (7.750% to 9/15/23 then USD 5 year ICE Swap Rate +
4.842%) |
|
|
7.750 |
% |
|
|
9/15/23 |
|
|
|
590,000 |
|
|
|
556,813
|
(c)(e)
|
Barclays PLC, Junior Subordinated Notes (8.000% to 6/15/24 then 5 year Treasury Constant
Maturity Rate + 5.672%) |
|
|
8.000 |
% |
|
|
6/15/24 |
|
|
|
800,000 |
|
|
|
754,758 |
(c)(e) |
Barclays PLC, Subordinated Notes |
|
|
5.200 |
% |
|
|
5/12/26 |
|
|
|
3,000,000 |
|
|
|
2,752,546 |
|
Barclays PLC, Subordinated Notes (5.088% to 6/20/29 then 3 mo. USD LIBOR +
3.054%) |
|
|
5.088 |
% |
|
|
6/20/30 |
|
|
|
680,000 |
|
|
|
572,220 |
(c) |
BBVA Bancomer SA, Subordinated Notes (5.125% to 1/17/28 then 5 year Treasury Constant
Maturity Rate + 2.650%) |
|
|
5.125 |
% |
|
|
1/18/33 |
|
|
|
540,000 |
|
|
|
438,065 |
(a)(c) |
BNP Paribas SA, Junior Subordinated Notes (7.375% to 8/19/25 then USD 5 year ICE Swap Rate
+ 5.150%) |
|
|
7.375 |
% |
|
|
8/19/25 |
|
|
|
860,000 |
|
|
|
833,998 |
(a)(c)(e) |
Citigroup Inc., Junior Subordinated Notes (5.950% to 5/15/25 then 3 mo. USD LIBOR +
3.905%) |
|
|
5.950 |
% |
|
|
5/15/25 |
|
|
|
2,100,000 |
|
|
|
1,903,502 |
(c)(e) |
Citigroup Inc., Subordinated Notes |
|
|
4.125 |
% |
|
|
7/25/28 |
|
|
|
2,000,000 |
|
|
|
1,802,540 |
|
Credit Agricole SA, Junior Subordinated Notes (8.125% to 12/23/25 then USD 5 year ICE Swap
Rate + 6.185%) |
|
|
8.125 |
% |
|
|
12/23/25 |
|
|
|
560,000 |
|
|
|
559,047 |
(a)(c)(e) |
HSBC Holdings PLC, Junior Subordinated Notes (6.500% to 3/23/28 then USD 5 year ICE Swap
Rate + 3.606%) |
|
|
6.500 |
% |
|
|
3/23/28 |
|
|
|
5,690,000 |
|
|
|
4,633,253 |
(c)(e) |
Intesa Sanpaolo SpA, Subordinated Notes |
|
|
5.017 |
% |
|
|
6/26/24 |
|
|
|
2,180,000 |
|
|
|
2,058,751 |
(a) |
Intesa Sanpaolo SpA, Subordinated Notes |
|
|
5.710 |
% |
|
|
1/15/26 |
|
|
|
3,550,000 |
|
|
|
3,309,440 |
(a) |
Intesa Sanpaolo SpA, Subordinated Notes (4.198% to 6/1/31 then 1 year Treasury Constant
Maturity Rate + 2.600%) |
|
|
4.198 |
% |
|
|
6/1/32 |
|
|
|
750,000 |
|
|
|
508,425 |
(a)(c) |
JPMorgan Chase & Co., Junior Subordinated Notes (6.000% to 8/1/23 then 3 mo. USD
LIBOR + 3.300%) |
|
|
6.000 |
% |
|
|
8/1/23 |
|
|
|
4,890,000 |
|
|
|
4,828,875 |
(c)(e) |
JPMorgan Chase & Co., Junior Subordinated Notes (6.100% to 10/1/24 then 3 mo. USD
LIBOR + 3.330%) |
|
|
6.100 |
% |
|
|
10/1/24 |
|
|
|
750,000 |
|
|
|
734,771 |
(c)(e) |
Lloyds Banking Group PLC, Junior Subordinated Notes (6.750% to 6/27/26 then 5 year
Treasury Constant Maturity Rate + 4.815%) |
|
|
6.750 |
% |
|
|
6/27/26 |
|
|
|
500,000 |
|
|
|
455,755 |
(c)(e) |
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
15 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Banks continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lloyds Banking Group PLC, Subordinated Notes |
|
|
4.650 |
% |
|
|
3/24/26 |
|
|
|
1,200,000 |
|
|
$ |
1,103,774 |
|
NatWest Group PLC, Subordinated Notes |
|
|
6.000 |
% |
|
|
12/19/23 |
|
|
|
1,000,000 |
|
|
|
992,867 |
|
Santander UK PLC, Subordinated Notes |
|
|
5.000 |
% |
|
|
11/7/23 |
|
|
|
394,000 |
|
|
|
389,737 |
(a) |
UniCredit SpA, Subordinated Notes (2.000% to 9/23/24 then EUR 5 year Swap Rate +
2.400%) |
|
|
2.000 |
% |
|
|
9/23/29 |
|
|
|
600,000 |
EUR |
|
|
529,925
|
(b)(c)
|
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate +
4.914%) |
|
|
7.296 |
% |
|
|
4/2/34 |
|
|
|
1,420,000 |
|
|
|
1,205,939 |
(a)(c) |
Wells Fargo & Co., Junior Subordinated Notes (5.875% to 6/15/25 then 3 mo. USD
LIBOR + 3.990%) |
|
|
5.875 |
% |
|
|
6/15/25 |
|
|
|
110,000 |
|
|
|
105,875
|
(c)(e) |
Wells Fargo & Co., Junior Subordinated Notes (5.900% to 6/15/24 then 3 mo. USD
LIBOR + 3.110%) |
|
|
5.900 |
% |
|
|
6/15/24 |
|
|
|
4,740,000 |
|
|
|
4,310,437 |
(c)(e) |
Total Banks |
|
|
|
|
|
|
|
40,610,834 |
|
Capital Markets
5.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab Corp., Junior Subordinated Notes (4.000% to 12/1/30 then 10 year Treasury
Constant Maturity Rate + 3.079%) |
|
|
4.000 |
% |
|
|
12/1/30 |
|
|
|
2,900,000 |
|
|
|
2,157,600 |
(c)(e) |
Credit Suisse Group AG, Junior Subordinated Notes (5.250% to 8/11/27 then 5 year Treasury
Constant Maturity Rate + 4.889%) |
|
|
5.250 |
% |
|
|
2/11/27 |
|
|
|
2,450,000 |
|
|
|
1,739,500 |
(a)(c)(e) |
Credit Suisse Group AG, Junior Subordinated Notes (6.375% to 8/21/26 then 5 year Treasury
Constant Maturity Rate + 4.822%) |
|
|
6.375 |
% |
|
|
8/21/26 |
|
|
|
510,000 |
|
|
|
381,534 |
(a)(c)(e) |
Credit Suisse Group AG, Junior Subordinated Notes (9.750% to 12/23/27 then 5 year Treasury
Constant Maturity Rate + 6.383%) |
|
|
9.750 |
% |
|
|
6/23/27 |
|
|
|
940,000 |
|
|
|
895,469 |
(a)(c)(e) |
Credit Suisse Group AG, Senior Notes |
|
|
4.875 |
% |
|
|
5/15/45 |
|
|
|
470,000 |
|
|
|
313,953 |
|
Credit Suisse Group AG, Senior Notes (6.537% to 8/12/32 then SOFR + 3.920%) |
|
|
6.537 |
% |
|
|
8/12/33 |
|
|
|
1,290,000 |
|
|
|
1,124,521 |
(a)(c) |
Goldman Sachs Group Inc., Senior Notes |
|
|
3.500 |
% |
|
|
11/16/26 |
|
|
|
1,250,000 |
|
|
|
1,147,321 |
|
UBS Group AG, Junior Subordinated Notes (6.875% to 8/7/25 then USD 5 year ICE Swap Rate +
4.590%) |
|
|
6.875 |
% |
|
|
8/7/25 |
|
|
|
860,000 |
|
|
|
818,182 |
(b)(c)(e) |
UBS Group AG, Junior Subordinated Notes (7.000% to 1/31/24 then USD 5 year ICE Swap Rate +
4.344%) |
|
|
7.000 |
% |
|
|
1/31/24 |
|
|
|
1,040,000 |
|
|
|
1,008,502 |
(a)(c)(e) |
Total Capital
Markets |
|
|
|
|
|
|
|
9,586,582 |
|
See Notes to Financial
Statements.
|
|
|
|
|
16 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Diversified Financial Services
5.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, Senior Notes |
|
|
3.300 |
% |
|
|
1/30/32 |
|
|
|
2,000,000 |
|
|
$ |
1,503,450 |
|
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, Senior Notes |
|
|
3.400 |
% |
|
|
10/29/33 |
|
|
|
1,500,000 |
|
|
|
1,086,245 |
|
GE Capital International Funding Co. Unlimited Co., Senior Notes |
|
|
3.373 |
% |
|
|
11/15/25 |
|
|
|
1,250,000 |
|
|
|
1,186,933 |
|
Global Aircraft Leasing Co. Ltd., Senior Notes (6.500% Cash or 7.250% PIK) |
|
|
6.500 |
% |
|
|
9/15/24 |
|
|
|
5,469,560 |
|
|
|
4,403,832 |
(a)(f) |
Huarong Finance 2019 Co. Ltd., Senior Notes |
|
|
2.500 |
% |
|
|
2/24/23 |
|
|
|
580,000 |
|
|
|
569,850 |
(b) |
Huarong Finance 2019 Co. Ltd., Senior Notes |
|
|
2.125 |
% |
|
|
9/30/23 |
|
|
|
660,000 |
|
|
|
615,450 |
(b) |
Huarong Finance II Co. Ltd., Senior Notes |
|
|
4.625 |
% |
|
|
6/3/26 |
|
|
|
300,000 |
|
|
|
226,875 |
(b) |
Huarong Finance II Co. Ltd., Senior Notes |
|
|
4.875 |
% |
|
|
11/22/26 |
|
|
|
400,000 |
|
|
|
296,500 |
(b) |
Park Aerospace Holdings Ltd., Senior Notes |
|
|
5.500 |
% |
|
|
2/15/24 |
|
|
|
600,000 |
|
|
|
585,909 |
(a) |
Total Diversified Financial
Services |
|
|
|
|
|
|
|
10,475,044 |
|
Insurance 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BUPA Finance PLC, Subordinated Bonds |
|
|
5.000 |
% |
|
|
4/25/23 |
|
|
|
147,000 |
GBP |
|
|
168,271 |
(b) |
Farmers Insurance Exchange, Subordinated Notes |
|
|
8.625 |
% |
|
|
5/1/24 |
|
|
|
1,295,000 |
|
|
|
1,340,412 |
(a) |
MetLife Capital Trust IV, Junior Subordinated Notes |
|
|
7.875 |
% |
|
|
12/15/37 |
|
|
|
300,000 |
|
|
|
314,940 |
(a) |
Scottish Widows Ltd., Subordinated Notes |
|
|
5.500 |
% |
|
|
6/16/23 |
|
|
|
910,000 |
GBP |
|
|
1,043,583 |
(b) |
Total
Insurance |
|
|
|
|
|
|
|
2,867,206 |
|
Total Financials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,539,666 |
|
Health Care 7.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Providers & Services
3.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centene Corp., Senior Notes |
|
|
3.375 |
% |
|
|
2/15/30 |
|
|
|
3,360,000 |
|
|
|
2,796,360 |
|
CVS Health Corp., Senior Notes |
|
|
4.100 |
% |
|
|
3/25/25 |
|
|
|
361,000 |
|
|
|
352,498 |
|
CVS Health Corp., Senior Notes |
|
|
3.750 |
% |
|
|
4/1/30 |
|
|
|
2,000,000 |
|
|
|
1,767,812 |
|
HCA Inc., Senior Notes |
|
|
4.500 |
% |
|
|
2/15/27 |
|
|
|
1,000,000 |
|
|
|
937,212 |
|
Legacy LifePoint Health LLC, Senior Secured Notes |
|
|
4.375 |
% |
|
|
2/15/27 |
|
|
|
580,000 |
|
|
|
458,680 |
(a) |
Tenet Healthcare Corp., Secured Notes |
|
|
6.250 |
% |
|
|
2/1/27 |
|
|
|
480,000 |
|
|
|
458,966 |
(a) |
Tenet Healthcare Corp., Senior Notes |
|
|
6.125 |
% |
|
|
10/1/28 |
|
|
|
440,000 |
|
|
|
381,535 |
(a) |
Total Health Care
Providers & Services |
|
|
|
|
|
|
|
7,153,063 |
|
Pharmaceuticals
3.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bausch Health Cos. Inc., Senior Notes |
|
|
5.250 |
% |
|
|
2/15/31 |
|
|
|
150,000 |
|
|
|
59,228 |
(a) |
Bausch Health Cos. Inc., Senior Secured Notes |
|
|
4.875 |
% |
|
|
6/1/28 |
|
|
|
550,000 |
|
|
|
338,044 |
(a) |
Par Pharmaceutical Inc., Senior Secured Notes |
|
|
7.500 |
% |
|
|
4/1/27 |
|
|
|
500,000 |
|
|
|
383,401 |
*(a)(g) |
Teva Pharmaceutical Finance Co. BV, Senior Notes |
|
|
2.950 |
% |
|
|
12/18/22 |
|
|
|
1,530,000 |
|
|
|
1,518,174 |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
17 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Pharmaceuticals
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes |
|
|
6.000 |
% |
|
|
4/15/24 |
|
|
|
1,380,000 |
|
|
$ |
1,366,724 |
|
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes |
|
|
3.150 |
% |
|
|
10/1/26 |
|
|
|
1,690,000 |
|
|
|
1,430,991 |
|
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes |
|
|
5.125 |
% |
|
|
5/9/29 |
|
|
|
2,230,000 |
|
|
|
1,919,049 |
|
Total
Pharmaceuticals |
|
|
|
|
|
|
|
7,015,611 |
|
Total Health Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,168,674 |
|
Industrials 17.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace & Defense
5.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avolon Holdings Funding Ltd., Senior Notes |
|
|
3.250 |
% |
|
|
2/15/27 |
|
|
|
1,250,000 |
|
|
|
1,022,407 |
(a) |
Boeing Co., Senior Notes |
|
|
3.200 |
% |
|
|
3/1/29 |
|
|
|
2,365,000 |
|
|
|
1,972,691 |
|
Boeing Co., Senior Notes |
|
|
3.625 |
% |
|
|
2/1/31 |
|
|
|
7,450,000 |
|
|
|
6,194,866 |
|
TransDigm Inc., Senior Secured Notes |
|
|
8.000 |
% |
|
|
12/15/25 |
|
|
|
1,450,000 |
|
|
|
1,477,159 |
(a) |
Total Aerospace &
Defense |
|
|
|
|
|
|
|
10,667,123 |
|
Airlines 7.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Airlines Group Inc., Senior Notes |
|
|
3.750 |
% |
|
|
3/1/25 |
|
|
|
2,410,000 |
|
|
|
2,123,644 |
(a) |
American Airlines Inc./AAdvantage Loyalty IP Ltd., Senior Secured Notes |
|
|
5.500 |
% |
|
|
4/20/26 |
|
|
|
430,000 |
|
|
|
410,191 |
(a) |
American Airlines Inc./AAdvantage Loyalty IP Ltd., Senior Secured Notes |
|
|
5.750 |
% |
|
|
4/20/29 |
|
|
|
1,050,000 |
|
|
|
957,374 |
(a) |
Delta Air Lines Inc., Senior Notes |
|
|
3.800 |
% |
|
|
4/19/23 |
|
|
|
1,650,000 |
|
|
|
1,633,840 |
|
Delta Air Lines Inc., Senior Notes |
|
|
2.900 |
% |
|
|
10/28/24 |
|
|
|
500,000 |
|
|
|
473,335 |
|
Delta Air Lines Inc., Senior Notes |
|
|
7.375 |
% |
|
|
1/15/26 |
|
|
|
410,000 |
|
|
|
419,223 |
|
Delta Air Lines Inc., Senior Secured Notes |
|
|
7.000 |
% |
|
|
5/1/25 |
|
|
|
2,490,000 |
|
|
|
2,525,318 |
(a) |
Delta Air Lines Inc./SkyMiles IP Ltd., Senior Secured Notes |
|
|
4.750 |
% |
|
|
10/20/28 |
|
|
|
540,000 |
|
|
|
502,714 |
(a) |
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., Senior Secured
Notes |
|
|
6.500 |
% |
|
|
6/20/27 |
|
|
|
1,406,000 |
|
|
|
1,391,813 |
(a) |
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., Senior Secured Notes |
|
|
8.000 |
% |
|
|
9/20/25 |
|
|
|
1,889,999 |
|
|
|
1,921,940 |
(a) |
United Airlines Holdings Inc., Senior Notes |
|
|
5.000 |
% |
|
|
2/1/24 |
|
|
|
780,000 |
|
|
|
761,510 |
|
United Airlines Pass-Through Trust |
|
|
4.875 |
% |
|
|
1/15/26 |
|
|
|
1,158,240 |
|
|
|
1,076,482 |
|
Total
Airlines |
|
|
|
|
|
|
|
14,197,384 |
|
Building Products
2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GTL Trade Finance Inc., Senior Notes |
|
|
7.250 |
% |
|
|
4/16/44 |
|
|
|
1,220,000 |
|
|
|
1,263,546 |
(a) |
Standard Industries Inc., Senior Notes |
|
|
5.000 |
% |
|
|
2/15/27 |
|
|
|
2,775,000 |
|
|
|
2,515,274 |
(a) |
Total Building
Products |
|
|
|
|
|
|
|
3,778,820 |
|
See Notes to Financial
Statements.
|
|
|
|
|
18 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Commercial Services & Supplies
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CoreCivic Inc., Senior Notes |
|
|
8.250 |
% |
|
|
4/15/26 |
|
|
|
460,000 |
|
|
$ |
467,292 |
|
CoreCivic Inc., Senior Notes |
|
|
4.750 |
% |
|
|
10/15/27 |
|
|
|
430,000 |
|
|
|
357,457 |
|
Total Commercial
Services & Supplies |
|
|
|
|
|
|
|
824,749 |
|
Industrial Conglomerates
0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Electric Co., Junior Subordinated Notes (3 mo. USD LIBOR + 3.330%) |
|
|
6.623 |
% |
|
|
12/15/22 |
|
|
|
350,000 |
|
|
|
338,625
|
(c)(e)
|
Machinery 0.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellnex Finance Co. SA, Senior Notes |
|
|
2.000 |
% |
|
|
2/15/33 |
|
|
|
2,000,000 |
EUR |
|
|
1,375,144 |
(b) |
Titan International Inc., Senior Secured Notes |
|
|
7.000 |
% |
|
|
4/30/28 |
|
|
|
200,000 |
|
|
|
187,233 |
|
Total
Machinery |
|
|
|
|
|
|
|
1,562,377 |
|
Trading Companies & Distributors
0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&E Equipment Services Inc., Senior Notes |
|
|
3.875 |
% |
|
|
12/15/28 |
|
|
|
940,000 |
|
|
|
795,461 |
(a) |
United Rentals North America Inc., Senior Notes |
|
|
5.500 |
% |
|
|
5/15/27 |
|
|
|
147,000 |
|
|
|
143,618 |
|
United Rentals North America Inc., Senior Notes |
|
|
4.875 |
% |
|
|
1/15/28 |
|
|
|
140,000 |
|
|
|
130,432 |
|
Total Trading
Companies & Distributors |
|
|
|
|
|
|
|
1,069,511 |
|
Total Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,438,589 |
|
Information Technology 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment
0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CommScope Inc., Senior Notes |
|
|
7.125 |
% |
|
|
7/1/28 |
|
|
|
270,000 |
|
|
|
229,315 |
(a)
|
Technology Hardware,
Storage & Peripherals 1.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Seagate HDD Cayman, Senior Notes |
|
|
4.750 |
% |
|
|
1/1/25 |
|
|
|
2,330,000 |
|
|
|
2,252,061 |
|
Seagate HDD Cayman, Senior Notes |
|
|
4.875 |
% |
|
|
6/1/27 |
|
|
|
520,000 |
|
|
|
481,575 |
|
Western Digital Corp., Senior Notes |
|
|
4.750 |
% |
|
|
2/15/26 |
|
|
|
670,000 |
|
|
|
619,981 |
|
Total Technology Hardware,
Storage & Peripherals |
|
|
|
|
|
|
|
3,353,617 |
|
Total Information Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,582,932 |
|
Materials 5.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals 2.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Braskem Netherlands Finance BV, Senior Notes |
|
|
4.500 |
% |
|
|
1/10/28 |
|
|
|
820,000 |
|
|
|
713,810 |
(a) |
Celanese US Holdings LLC, Senior Notes |
|
|
5.900 |
% |
|
|
7/5/24 |
|
|
|
3,100,000 |
|
|
|
3,046,946 |
|
Total
Chemicals |
|
|
|
|
|
|
|
3,760,756 |
|
Metals & Mining
2.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ArcelorMittal SA, Senior Notes |
|
|
7.000 |
% |
|
|
10/15/39 |
|
|
|
750,000 |
|
|
|
705,630 |
|
Freeport-McMoRan Inc., Senior Notes |
|
|
5.400 |
% |
|
|
11/14/34 |
|
|
|
120,000 |
|
|
|
106,924 |
|
Freeport-McMoRan Inc., Senior Notes |
|
|
5.450 |
% |
|
|
3/15/43 |
|
|
|
60,000 |
|
|
|
49,379 |
|
Southern Copper Corp., Senior Notes |
|
|
5.250 |
% |
|
|
11/8/42 |
|
|
|
1,850,000 |
|
|
|
1,606,401 |
|
Teck Resources Ltd., Senior Notes |
|
|
6.000 |
% |
|
|
8/15/40 |
|
|
|
600,000 |
|
|
|
529,112 |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
19 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Metals & Mining
continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vale Overseas Ltd., Senior Notes |
|
6.875% |
|
|
11/21/36 |
|
|
|
340,000 |
|
|
$ |
330,990 |
|
Vale Overseas Ltd., Senior Notes |
|
6.875% |
|
|
11/10/39 |
|
|
|
750,000 |
|
|
|
715,470 |
|
Total Metals &
Mining |
|
|
|
|
|
|
|
4,043,906 |
|
Paper & Forest Products
0.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suzano Austria GmbH, Senior Notes |
|
5.750% |
|
|
7/14/26 |
|
|
|
400,000 |
|
|
|
393,354 |
(a) |
Suzano Austria GmbH, Senior Notes |
|
3.750% |
|
|
1/15/31 |
|
|
|
1,600,000 |
|
|
|
1,283,984 |
|
Total Paper & Forest
Products |
|
|
|
|
|
|
|
1,677,338 |
|
Total Materials |
|
|
|
|
|
|
|
|
|
|
|
|
9,482,000 |
|
Real Estate 1.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Real Estate Investment
Trusts (REITs) 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Healthcare Trust, Senior Notes |
|
9.750% |
|
|
6/15/25 |
|
|
|
200,000 |
|
|
|
188,891 |
|
MPT Operating Partnership LP/MPT Finance Corp., Senior Notes |
|
5.000% |
|
|
10/15/27 |
|
|
|
2,510,000 |
|
|
|
2,152,990 |
|
Service Properties Trust, Senior Notes |
|
5.500% |
|
|
12/15/27 |
|
|
|
500,000 |
|
|
|
431,825 |
|
Service Properties Trust, Senior Notes |
|
4.375% |
|
|
2/15/30 |
|
|
|
400,000 |
|
|
|
285,564 |
|
Total Equity Real Estate
Investment Trusts (REITs) |
|
|
|
|
|
|
|
3,059,270 |
|
Real Estate
Management & Development 0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
China Aoyuan Group Ltd., Senior Secured Notes |
|
7.950% |
|
|
2/19/23 |
|
|
|
300,000 |
|
|
|
11,250 |
*(b)(g) |
China Aoyuan Group Ltd., Senior Secured Notes |
|
7.950% |
|
|
6/21/24 |
|
|
|
500,000 |
|
|
|
20,916 |
*(b)(g) |
Country Garden Holdings Co. Ltd., Senior Secured Notes |
|
8.000% |
|
|
1/27/24 |
|
|
|
750,000 |
|
|
|
127,588 |
(b) |
Times China Holdings Ltd., Senior Secured Notes |
|
6.750% |
|
|
7/8/25 |
|
|
|
200,000 |
|
|
|
15,398 |
(b) |
Yuzhou Group Holdings Co. Ltd., Senior Secured Notes |
|
8.500% |
|
|
2/26/24 |
|
|
|
350,000 |
|
|
|
12,738 |
*(b)(g) |
Yuzhou Group Holdings Co. Ltd., Senior Secured Notes |
|
8.375% |
|
|
10/30/24 |
|
|
|
750,000 |
|
|
|
24,000 |
*(b)(g) |
Total Real Estate
Management & Development |
|
|
|
|
|
|
|
211,890 |
|
Total Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
3,271,160 |
|
Utilities 1.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric Utilities
1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
FirstEnergy Corp., Senior Notes |
|
7.375% |
|
|
11/15/31 |
|
|
|
1,330,000 |
|
|
|
1,482,618 |
|
InterGen NV, Senior Secured Notes |
|
7.000% |
|
|
6/30/23 |
|
|
|
230,000 |
|
|
|
225,409 |
(a) |
Pampa Energia SA, Senior Notes |
|
7.500% |
|
|
1/24/27 |
|
|
|
310,000 |
|
|
|
256,522 |
(a) |
Total Electric
Utilities |
|
|
|
|
|
|
|
1,964,549 |
|
See Notes to Financial
Statements.
|
|
|
|
|
20 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Gas Utilities
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes |
|
|
5.875 |
% |
|
|
3/1/27 |
|
|
|
860,000 |
|
|
$ |
813,909 |
|
Independent Power and Renewable
Electricity Producers 0.3% |
|
|
|
|
|
|
|
|
|
Minejesa Capital BV, Senior Secured Notes |
|
|
4.625 |
% |
|
|
8/10/30 |
|
|
|
650,000 |
|
|
|
502,775 |
(a) |
Total Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,281,233 |
|
Total Corporate Bonds & Notes (Cost
$247,639,709) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
233,870,370 |
|
Sovereign Bonds 13.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angola 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angolan Government International Bond, Senior Notes |
|
|
8.000 |
% |
|
|
11/26/29 |
|
|
|
1,400,000 |
|
|
|
1,141,784 |
(a)
|
Argentina 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Argentine Republic Government International Bond, Senior Notes |
|
|
1.000 |
% |
|
|
7/9/29 |
|
|
|
52,555 |
|
|
|
10,907 |
|
Provincia de Cordoba, Senior Notes |
|
|
6.875 |
% |
|
|
12/10/25 |
|
|
|
600,000 |
|
|
|
459,000 |
(b) |
Provincia de Cordoba, Senior Notes |
|
|
6.990 |
% |
|
|
6/1/27 |
|
|
|
680,000 |
|
|
|
421,736 |
(a) |
Total
Argentina |
|
|
|
|
|
|
|
891,643 |
|
Chile 0.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chile Government International Bond, Senior Notes |
|
|
3.100 |
% |
|
|
5/7/41 |
|
|
|
2,330,000 |
|
|
|
1,543,621 |
|
Colombia 0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia Government International Bond, Senior Notes |
|
|
3.250 |
% |
|
|
4/22/32 |
|
|
|
500,000 |
|
|
|
333,076 |
|
Dominican Republic
0.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dominican Republic International Bond, Senior Notes |
|
|
4.875 |
% |
|
|
9/23/32 |
|
|
|
610,000 |
|
|
|
472,296 |
(a)
|
Ecuador
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador Government International Bond, Senior Notes, Step bond (2.500% to 7/31/23 then
3.500%) |
|
|
2.500 |
% |
|
|
7/31/35 |
|
|
|
160,000 |
|
|
|
59,279 |
(a)
|
Indonesia 2.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indonesia Government International Bond, Senior Notes |
|
|
3.850 |
% |
|
|
7/18/27 |
|
|
|
600,000 |
|
|
|
562,464 |
(a) |
Indonesia Government International Bond, Senior Notes |
|
|
3.500 |
% |
|
|
1/11/28 |
|
|
|
3,960,000 |
|
|
|
3,636,930 |
|
Total
Indonesia |
|
|
|
|
|
|
|
4,199,394 |
|
Jordan 0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jordan Government International Bond, Senior Notes |
|
|
7.750 |
% |
|
|
1/15/28 |
|
|
|
250,000 |
|
|
|
242,313 |
(a) |
Mexico 3.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexican Bonos, Bonds |
|
|
7.750 |
% |
|
|
5/29/31 |
|
|
|
97,720,000 |
MXN |
|
|
4,346,320 |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
21 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Mexico continued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mexico Government International Bond, Senior Notes |
|
|
3.750 |
% |
|
|
1/11/28 |
|
|
|
600,000 |
|
|
$ |
550,055 |
|
Mexico Government International Bond, Senior Notes |
|
|
2.659 |
% |
|
|
5/24/31 |
|
|
|
1,530,000 |
|
|
|
1,188,261 |
|
Total Mexico |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,084,636 |
|
Panama 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Panama Government International Bond, Senior Notes |
|
|
2.252 |
% |
|
|
9/29/32 |
|
|
|
4,060,000 |
|
|
|
2,827,631 |
|
Peru 1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peruvian Government International Bond, Senior Notes |
|
|
2.783 |
% |
|
|
1/23/31 |
|
|
|
2,460,000 |
|
|
|
1,946,203 |
|
Poland 0.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Republic of Poland Government Bond |
|
|
1.250 |
% |
|
|
10/25/30 |
|
|
|
11,800,000 |
PLN |
|
|
1,491,529 |
|
Romania 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Romanian Government International Bond, Senior Notes |
|
|
3.750 |
% |
|
|
2/7/34 |
|
|
|
1,350,000 |
EUR |
|
|
950,178
|
(b) |
Russia 1.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russian Federal Bond OFZ |
|
|
7.750 |
% |
|
|
9/16/26 |
|
|
|
103,070,000 |
RUB |
|
|
830,540 |
*(g) |
Russian Federal Bond OFZ |
|
|
7.050 |
% |
|
|
1/19/28 |
|
|
|
105,660,000 |
RUB |
|
|
851,410 |
*(g) |
Russian Federal Bond OFZ |
|
|
6.900 |
% |
|
|
5/23/29 |
|
|
|
158,539,000 |
RUB |
|
|
1,277,510 |
*(g) |
Total Russia |
|
|
|
|
|
|
|
2,959,460 |
|
Total Sovereign Bonds (Cost
$28,901,708) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,143,043 |
|
U.S. Government & Agency Obligations 9.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Obligations
9.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Notes |
|
|
2.750 |
% |
|
|
8/31/23 |
|
|
|
2,500,000 |
|
|
|
2,463,576 |
(d) |
U.S. Treasury Notes |
|
|
2.875 |
% |
|
|
9/30/23 |
|
|
|
1,300,000 |
|
|
|
1,281,065 |
(d) |
U.S. Treasury Notes |
|
|
2.125 |
% |
|
|
11/30/23 |
|
|
|
2,100,000 |
|
|
|
2,045,064 |
(d) |
U.S. Treasury Notes |
|
|
1.500 |
% |
|
|
2/29/24 |
|
|
|
3,000,000 |
|
|
|
2,880,351 |
(d) |
U.S. Treasury Notes |
|
|
2.125 |
% |
|
|
3/31/24 |
|
|
|
2,500,000 |
|
|
|
2,415,381 |
(d) |
U.S. Treasury Notes |
|
|
1.750 |
% |
|
|
6/30/24 |
|
|
|
1,000,000 |
|
|
|
954,492 |
|
U.S. Treasury Notes |
|
|
3.500 |
% |
|
|
9/15/25 |
|
|
|
1,000,000 |
|
|
|
974,922 |
|
U.S. Treasury Notes |
|
|
1.875 |
% |
|
|
2/28/27 |
|
|
|
4,500,000 |
|
|
|
4,071,973 |
(d) |
Total U.S. Government & Agency Obligations (Cost
$17,542,517) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,086,824 |
|
Senior Loans 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary 0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WW International Inc., Initial Term Loan (1 mo. USD LIBOR + 3.500%) |
|
|
7.260 |
% |
|
|
4/13/28 |
|
|
|
1,250,000 |
|
|
|
814,062 |
(c)(h)(i) |
See Notes to Financial
Statements.
|
|
|
|
|
22 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Maturity Date |
|
|
Face Amount |
|
|
Value |
|
Industrials 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airlines 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Air Lines Inc., Initial Term Loan (3 mo. USD LIBOR + 3.750%) |
|
|
7.993 |
% |
|
|
10/20/27 |
|
|
|
1,050,000 |
|
|
$ |
1,061,162 |
(c)(h)(i) |
Mileage Plus Holdings LLC, Initial Term Loan (3 mo. USD LIBOR + 5.250%) |
|
|
8.777 |
% |
|
|
6/21/27 |
|
|
|
1,662,500 |
|
|
|
1,700,596 |
(c)(h)(i) |
Total Industrials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,761,758 |
|
Total Senior Loans (Cost $3,617,914) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,575,820 |
|
Convertible Bonds & Notes 1.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media 1.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISH Network Corp., Senior Notes |
|
|
2.375 |
% |
|
|
3/15/24 |
|
|
|
260,000 |
|
|
|
236,795 |
|
DISH Network Corp., Senior Notes |
|
|
3.375 |
% |
|
|
8/15/26 |
|
|
|
3,190,000 |
|
|
|
2,213,860 |
|
Total Communication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,450,655 |
|
Industrials 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airlines 0.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spirit Airlines Inc., Senior Notes |
|
|
1.000 |
% |
|
|
5/15/26 |
|
|
|
1,270,000 |
|
|
|
1,054,735 |
|
Total Convertible Bonds & Notes (Cost
$4,089,908) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,505,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
Preferred Stocks 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials 0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets
0.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Corp., Non Voting Shares (5.900% to 3/15/24 then 3 mo. USD LIBOR + 3.108%)
(Cost $937,278) |
|
|
5.900 |
% |
|
|
|
|
|
|
37,454 |
|
|
|
912,754 |
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face Amount |
|
|
|
|
Collateralized Mortgage Obligations (j) 0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Mortgage Trust, 2005-A5 1A2
(Cost$35,295) |
|
|
3.340 |
% |
|
|
8/25/35 |
|
|
|
37,258 |
|
|
|
37,198 |
(c) |
Total Investments before Short-Term Investments (Cost
$302,764,329) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284,131,399 |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
23 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
(Percentages shown based on Fund net assets)
|
|
|
|
|
|
|
|
|
|
|
|
|
Security |
|
Rate |
|
|
Shares |
|
|
Value |
|
Short-Term Investments 1.1% |
|
|
|
|
|
|
|
|
|
|
|
|
Western Asset Premier Institutional Government Reserves, Premium Shares (Cost
$2,201,652) |
|
|
2.996 |
% |
|
|
2,201,652 |
|
|
$
|
2,201,652 |
(k)(l) |
Total Investments 151.6% (Cost
$304,965,981) |
|
|
|
|
|
|
|
|
|
|
286,333,051 |
|
Liabilities in Excess of Other Assets
(51.6)% |
|
|
|
|
|
|
|
|
|
|
(97,507,044 |
) |
Total Net Assets 100.0% |
|
|
|
|
|
|
|
|
|
$ |
188,826,007 |
|
|
Face amount denominated in U.S. dollars, unless otherwise noted. |
|
Securities held by the Fund are subject to a lien, granted to the lender, to the extent of the borrowing outstanding and
any additional expenses. |
|
Represents less than 0.1%. |
* |
Non-income producing security. |
(a) |
Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in
transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(b) |
Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities
offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(c) |
Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.
|
(d) |
All or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements.
|
(e) |
Security has no maturity date. The date shown represents the next call date. |
(f) |
Payment-in-kind security for which the
issuer has the option at each interest payment date of making interest payments in cash or additional securities. |
(g) |
The coupon payment on this security is currently in default as of October 31, 2022. |
(h) |
Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to
multiple contracts under the same loan. |
(i) |
Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from
the agent bank and/or borrower prior to the disposition of a senior loan. |
(j) |
Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates
that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial
indicators and may be subject to an upper and/or lower limit. |
(k) |
Rate shown is one-day yield as of the end of the reporting period.
|
(l) |
In this instance, as defined in the Investment Company Act of 1940, an Affiliated Company represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At October 31, 2022, the total market value of investments in Affiliated Companies was $2,201,652
and the cost was $2,201,652 (Note 8). |
See Notes to Financial Statements.
|
|
|
|
|
24 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
|
|
|
Abbreviation(s) used in this
schedule: |
|
|
EUR |
|
Euro |
|
|
GBP |
|
British Pound |
|
|
ICE |
|
Intercontinental Exchange |
|
|
JSC |
|
Joint Stock Company |
|
|
LIBOR |
|
London Interbank Offered Rate |
|
|
MXN |
|
Mexican Peso |
|
|
OFZ |
|
Obligatsyi Federalnovo Zaima (Russian Federal Loan Obligation) |
|
|
PIK |
|
Payment-In-Kind |
|
|
PLN |
|
Polish Zloty |
|
|
RUB |
|
Russian Ruble |
|
|
SOFR |
|
Secured Overnight Financing Rate |
|
|
USD |
|
United States Dollar |
At October 31, 2022, the Fund had the following open reverse repurchase agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Rate |
|
|
Effective Date |
|
|
Maturity Date |
|
Face Amount
of Reverse Repurchase Agreements |
|
|
Asset Class of Collateral* |
|
|
Collateral Value** |
|
Deutsche Bank AG |
|
|
2.910 |
% |
|
|
8/24/2022 |
|
|
11/23/2022 |
|
$ |
15,138,625 |
|
|
|
U.S. Government & Agency Obligations |
|
|
$ |
14,726,685 |
|
Goldman Sachs Group
Inc. |
|
|
3.750 |
% |
|
|
9/23/2022 |
|
|
TBD*** |
|
|
3,254,712 |
|
|
|
Corporate Bonds & Notes Cash |
|
|
|
3,191,486 869,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,393,337 |
|
|
|
|
|
|
$ |
18,787,869 |
|
* |
Refer to the Schedule of Investments for positions held at the counterparty as collateral for reverse repurchase
agreements. |
** |
Including accrued interest. |
*** |
TBD To Be Determined; These reverse repurchase agreements have no maturity dates because they are renewed daily and
can be terminated by either the Fund or the counterparty in accordance with the terms of the agreements. The rates for these agreements are variable. The rate disclosed is the rate as of October 31, 2022. |
At October 31, 2022, the Fund had the following open forward foreign currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Purchased |
|
|
Currency
Sold |
|
|
Counterparty |
|
Settlement Date |
|
|
Unrealized Appreciation (Depreciation) |
|
CAD |
|
|
2,940,570 |
|
|
USD |
|
|
2,164,659 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
$ |
(3,860) |
|
GBP |
|
|
939,000 |
|
|
USD |
|
|
1,060,338 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
|
19,501 |
|
GBP |
|
|
6,790,003 |
|
|
USD |
|
|
7,814,105 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
|
(5,684) |
|
USD |
|
|
1,909,261 |
|
|
GBP |
|
|
1,688,867 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
|
(32,916) |
|
USD |
|
|
1,928,175 |
|
|
GBP |
|
|
1,679,074 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
|
(2,740) |
|
USD |
|
|
3,800,610 |
|
|
GBP |
|
|
3,422,062 |
|
|
Goldman Sachs Group Inc. |
|
|
1/18/23 |
|
|
|
(134,719) |
|
See Notes to Financial
Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
25 |
Schedule of investments (contd)
October 31, 2022
Western Asset Global Corporate Defined Opportunity Fund Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency Purchased |
|
|
Currency
Sold |
|
|
Counterparty |
|
Settlement Date |
|
|
Unrealized Appreciation (Depreciation) |
|
EUR |
|
|
20,076,456 |
|
|
USD |
|
|
20,177,239 |
|
|
JPMorgan Chase & Co. |
|
|
1/18/23 |
|
|
$ |
(203,592) |
|
USD |
|
|
336,030 |
|
|
EUR |
|
|
340,000 |
|
|
JPMorgan Chase & Co. |
|
|
1/18/23 |
|
|
|
(2,228) |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(366,238) |
|
|
|
|
Abbreviation(s) used in this
table: |
|
|
CAD |
|
Canadian Dollar |
|
|
EUR |
|
Euro |
|
|
GBP |
|
British Pound |
|
|
USD |
|
United States Dollar |
See Notes to Financial Statements.
|
|
|
|
|
26 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Western Asset Global Corporate Defined Opportunity Fund Inc.
|
|
|
|
|
Summary of Investments by Country*
(unaudited) |
|
|
|
United States |
|
|
58.5 |
% |
United Kingdom |
|
|
7.0 |
|
Mexico |
|
|
3.9 |
|
Peru |
|
|
3.0 |
|
Italy |
|
|
3.0 |
|
Switzerland |
|
|
2.2 |
|
Israel |
|
|
2.2 |
|
Brazil |
|
|
1.7 |
|
Indonesia |
|
|
1.6 |
|
Cayman Islands |
|
|
1.5 |
|
Ireland |
|
|
1.5 |
|
Macau |
|
|
1.4 |
|
Colombia |
|
|
1.3 |
|
Spain |
|
|
1.2 |
|
Russia |
|
|
1.0 |
|
Panama |
|
|
1.0 |
|
Luxembourg |
|
|
0.9 |
|
Belgium |
|
|
0.8 |
|
Argentina |
|
|
0.8 |
|
France |
|
|
0.7 |
|
China |
|
|
0.7 |
|
Chile |
|
|
0.5 |
|
Poland |
|
|
0.5 |
|
Kazakhstan |
|
|
0.5 |
|
Angola |
|
|
0.4 |
|
Romania |
|
|
0.3 |
|
Canada |
|
|
0.3 |
|
Netherlands |
|
|
0.3 |
|
Germany |
|
|
0.2 |
|
Dominican Republic |
|
|
0.2 |
|
Jordan |
|
|
0.1 |
|
Ecuador |
|
|
0.0 |
|
Short-Term Investments |
|
|
0.8 |
|
|
|
|
100.0 |
% |
* |
As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2022 and are subject
to change. |
|
Represents less than 0.1%. |
See Notes to Financial Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
27 |
Statement of assets and liabilities
October 31, 2022
|
|
|
|
|
|
|
Assets: |
|
|
|
|
Investments in unaffiliated securities, at value (Cost $302,764,329) |
|
$ |
284,131,399 |
|
Investments in affiliated securities, at value (Cost $2,201,652) |
|
|
2,201,652 |
|
Foreign currency, at value (Cost $762,634) |
|
|
795,016 |
|
Cash |
|
|
2,379,880 |
|
Receivable for securities sold |
|
|
5,923,216 |
|
Interest receivable |
|
|
4,170,530 |
|
Deposits with brokers for open reverse repurchase agreements |
|
|
869,698 |
|
Unrealized appreciation on forward foreign currency contracts |
|
|
19,501 |
|
Dividends receivable from affiliated investments |
|
|
3,345 |
|
Prepaid expenses |
|
|
1,660 |
|
Total Assets |
|
|
300,495,897 |
|
|
|
Liabilities: |
|
|
|
|
Loan payable (Note 5) |
|
|
83,000,000 |
|
Payable for open reverse repurchase agreements (Note 3) |
|
|
18,393,337 |
|
Payable for securities purchased |
|
|
5,795,022 |
|
Payable for closed reverse repurchase agreements |
|
|
2,002,597 |
|
Distributions payable |
|
|
1,509,866 |
|
Unrealized depreciation on forward foreign currency contracts |
|
|
385,739 |
|
Interest expense payable |
|
|
256,695 |
|
Investment management fee payable |
|
|
198,425 |
|
Directors fees payable |
|
|
3,388 |
|
Accrued foreign capital gains tax |
|
|
894 |
|
Accrued expenses |
|
|
123,927 |
|
Total Liabilities |
|
|
111,669,890 |
|
Total Net Assets |
|
$ |
188,826,007 |
|
|
|
Net Assets: |
|
|
|
|
Par value ($0.001 par value; 14,949,168 shares issued and outstanding; 100,000,000 shares
authorized) |
|
$ |
14,949 |
|
Paid-in capital in excess of par value |
|
|
259,187,501 |
|
Total distributable earnings (loss) |
|
|
(70,376,443) |
|
Total Net Assets |
|
$ |
188,826,007 |
|
|
|
Shares Outstanding |
|
|
14,949,168 |
|
|
|
Net Asset Value |
|
|
$12.63 |
|
See Notes to Financial
Statements.
|
|
|
|
|
28 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Statement of operations
For the Year Ended October 31, 2022
|
|
|
|
|
|
|
Investment Income: |
|
|
|
|
Interest |
|
$ |
20,220,059 |
|
Dividends from unaffiliated investments |
|
|
89,171 |
|
Dividends from affiliated investments |
|
|
17,352 |
|
Less: Foreign taxes withheld |
|
|
(25,247 |
) |
Total Investment
Income |
|
|
20,301,335 |
|
|
|
Expenses: |
|
|
|
|
Investment management fee (Note 2) |
|
|
2,703,611 |
|
Interest expense (Notes 3 and 5) |
|
|
1,733,476 |
|
Transfer agent fees |
|
|
92,309 |
|
Directors fees |
|
|
84,270 |
|
Audit and tax fees |
|
|
55,137 |
|
Legal fees |
|
|
54,570 |
|
Fund accounting fees |
|
|
31,619 |
|
Shareholder reports |
|
|
20,989 |
|
Custody fees |
|
|
12,728 |
|
Stock exchange listing fees |
|
|
12,500 |
|
Commitment fees (Note 5) |
|
|
6,903 |
|
Insurance |
|
|
2,140 |
|
Miscellaneous expenses |
|
|
8,780 |
|
Total Expenses |
|
|
4,819,032 |
|
Less: Fee waivers and/or expense reimbursements (Note 2) |
|
|
(1,509 |
) |
Net Expenses |
|
|
4,817,523 |
|
Net Investment Income |
|
|
15,483,812 |
|
|
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and
4): |
|
Net Realized Gain (Loss) From: |
|
|
|
|
Investment transactions in unaffiliated securities |
|
|
(19,490,103 |
) |
Futures contracts |
|
|
123,334 |
|
Forward foreign currency contracts |
|
|
(5,020,104 |
) |
Foreign currency transactions |
|
|
(144,887 |
) |
Net Realized Loss |
|
|
(24,531,760 |
) |
Change in Net Unrealized Appreciation (Depreciation) From: |
|
|
|
|
Investments in unaffiliated securities |
|
|
(53,394,084 |
) |
Futures contracts |
|
|
(210,720 |
) |
Forward foreign currency contracts |
|
|
(391,423 |
) |
Foreign currencies |
|
|
27,485 |
|
Change in Net Unrealized Appreciation
(Depreciation) |
|
|
(53,968,742 |
) |
Net Loss on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions |
|
|
(78,500,502 |
) |
Decrease in Net Assets From Operations |
|
$ |
(63,016,690 |
) |
|
Net of change in accrued foreign capital gains tax of $894. |
See Notes to Financial Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
29 |
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Years Ended October 31, |
|
2022 |
|
|
2021 |
|
|
|
|
Operations: |
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
15,483,812 |
|
|
$ |
15,927,616 |
|
Net realized gain (loss) |
|
|
(24,531,760) |
|
|
|
479,434 |
|
Change in net unrealized appreciation (depreciation) |
|
|
(53,968,742) |
|
|
|
3,869,130 |
|
Increase (Decrease) in Net Assets From
Operations |
|
|
(63,016,690) |
|
|
|
20,276,180 |
|
|
|
|
Distributions to Shareholders From (Note 1): |
|
|
|
|
|
|
|
|
Total distributable earnings |
|
|
(8,289,099) |
|
|
|
(14,079,607) |
|
Return of capital |
|
|
(9,824,327) |
|
|
|
(4,026,016) |
|
Decrease in Net Assets From Distributions
to Shareholders |
|
|
(18,113,426) |
|
|
|
(18,105,623) |
|
|
|
|
Fund Share Transactions: |
|
|
|
|
|
|
|
|
Reinvestment of distributions (8,259 and 2,483 shares issued, respectively) |
|
|
125,064 |
|
|
|
45,464 |
|
Increase in Net Assets From Fund Share
Transactions |
|
|
125,064 |
|
|
|
45,464 |
|
Increase (Decrease) in Net
Assets |
|
|
(81,005,052) |
|
|
|
2,216,021 |
|
|
|
|
Net Assets: |
|
|
|
|
|
|
|
|
Beginning of year |
|
|
269,831,059 |
|
|
|
267,615,038 |
|
End of year |
|
$ |
188,826,007 |
|
|
$ |
269,831,059 |
|
See Notes to Financial
Statements.
|
|
|
|
|
30 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Statement of cash flows
For the Year Ended October 31, 2022
|
|
|
|
|
|
|
Increase (Decrease) in Cash: |
|
|
|
|
Cash Flows from Operating Activities: |
|
|
|
|
Net decrease in net assets resulting from operations |
|
$ |
(63,016,690) |
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash
provided (used) by operating activities: |
|
|
|
|
Purchases of portfolio securities |
|
|
(268,261,669) |
|
Sales of portfolio securities |
|
|
290,718,524 |
|
Net purchases, sales and maturities of short-term investments |
|
|
4,455,145 |
|
Payment-in-kind |
|
|
(191,335) |
|
Return of capital |
|
|
10,716 |
|
Net amortization of premium (accretion of discount) |
|
|
(3,027,360) |
|
Increase in receivable for securities sold |
|
|
(5,095,011) |
|
Decrease in interest receivable |
|
|
362,119 |
|
Decrease in prepaid expenses |
|
|
2,212 |
|
Increase in dividends receivable from affiliated investments |
|
|
(3,294) |
|
Decrease in receivable from brokers net variation margin on open futures
contracts |
|
|
3,375 |
|
Increase in payable for securities purchased |
|
|
942,852 |
|
Decrease in investment management fee payable |
|
|
(62,924) |
|
Decrease in Directors fees payable |
|
|
(885) |
|
Increase in interest expense payable |
|
|
225,327 |
|
Decrease in accrued expenses |
|
|
(10,798) |
|
Net realized loss on investments |
|
|
19,490,103 |
|
Change in net unrealized appreciation (depreciation) of investments and forward foreign
currency contracts |
|
|
53,785,507 |
|
Net Cash Provided in Operating
Activities* |
|
|
30,325,914 |
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
Distributions paid on common stock (net of distributions payable) |
|
|
(17,987,528) |
|
Proceeds from loan facility borrowings |
|
|
83,000,000 |
|
Repayment of loan facility borrowings |
|
|
(90,000,000) |
|
Decrease in payable for open reverse repurchase agreements |
|
|
(4,447,644) |
|
Increase in payable for closed reverse repurchase agreements |
|
|
2,002,597 |
|
Net Cash Used by Financing
Activities |
|
|
(27,432,575) |
|
Net Increase in Cash and Restricted Cash |
|
|
2,893,339 |
|
Cash and restricted cash at beginning of year |
|
|
1,151,255 |
|
Cash and restricted cash at end of year |
|
$ |
4,044,594 |
|
* |
Included in operating expenses is $1,514,527 paid for interest and commitment fees on borrowings. |
See Notes to Financial Statements.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
31 |
Statement of cash flows (contd)
For the Year Ended October 31, 2022
|
The following table provides a reconciliation of cash (including foreign currency) and restricted cash reported within
the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows. |
|
|
|
|
|
|
|
October 31, 2022 |
|
Cash |
|
$ |
3,174,896 |
|
Restricted cash |
|
|
869,698 |
|
Total cash and restricted cash shown in the Statement of Cash Flows |
|
$ |
4,044,594 |
|
|
Restricted cash consists of cash that has been segregated to cover the Funds collateral or margin obligations for
reverse repurchase agreements. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers. |
|
|
|
|
|
Non-Cash Financing Activities: |
|
|
|
|
Proceeds from reinvestment of distributions |
|
$ |
125,064 |
|
See Notes to Financial
Statements.
|
|
|
|
|
32 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Financial highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of capital stock outstanding throughout each year ended October 31: |
|
|
|
|
|
|
20221 |
|
|
20211 |
|
|
20201 |
|
|
20191 |
|
|
20181 |
|
|
|
|
|
|
|
Net asset value, beginning of year |
|
|
$18.06 |
|
|
|
$17.91 |
|
|
|
$18.41 |
|
|
|
$17.39 |
|
|
|
$19.20 |
|
|
|
|
|
|
|
Income (loss) from operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
1.04 |
|
|
|
1.07 |
|
|
|
1.03 |
|
|
|
0.99 |
|
|
|
0.99 |
|
Net realized and unrealized gain (loss) |
|
|
(5.26) |
|
|
|
0.29 |
|
|
|
(0.32) |
|
|
|
1.24 |
|
|
|
(1.52) |
|
Total income (loss) from
operations |
|
|
(4.22) |
|
|
|
1.36 |
|
|
|
0.71 |
|
|
|
2.23 |
|
|
|
(0.53) |
|
|
|
|
|
|
|
Less distributions from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
(0.55) |
|
|
|
(0.94) |
|
|
|
(1.01) |
|
|
|
(0.69) |
|
|
|
(1.26) |
|
Return of capital |
|
|
(0.66) |
|
|
|
(0.27) |
|
|
|
(0.20) |
|
|
|
(0.52) |
|
|
|
(0.02) |
|
Total
distributions |
|
|
(1.21) |
|
|
|
(1.21) |
|
|
|
(1.21) |
|
|
|
(1.21) |
|
|
|
(1.28) |
|
Anti-dilutive impact of repurchase plan |
|
|
|
|
|
|
|
|
|
|
0.00 |
2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year |
|
|
$12.63 |
|
|
|
$18.06 |
|
|
|
$17.91 |
|
|
|
$18.41 |
|
|
|
$17.39 |
|
|
|
|
|
|
|
Market price, end of year |
|
|
$11.70 |
|
|
|
$18.16 |
|
|
|
$16.53 |
|
|
|
$17.37 |
|
|
|
$15.20 |
|
Total return, based on NAV4,5 |
|
|
(24.14) |
% |
|
|
7.62 |
% |
|
|
4.27 |
% |
|
|
13.30 |
% |
|
|
(2.86) |
% |
Total return, based on Market Price6 |
|
|
(29.96) |
% |
|
|
17.43 |
% |
|
|
2.25 |
% |
|
|
22.89 |
% |
|
|
(9.38) |
% |
|
|
|
|
|
|
Net assets, end of year (millions) |
|
|
$189 |
|
|
|
$270 |
|
|
|
$268 |
|
|
|
$275 |
|
|
|
$260 |
|
|
|
|
|
|
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses |
|
|
2.12 |
% |
|
|
1.53 |
% |
|
|
1.94 |
% |
|
|
2.33 |
% |
|
|
2.00 |
% |
Net expenses7 |
|
|
2.12 |
8 |
|
|
1.53 |
8 |
|
|
1.93 |
8 |
|
|
2.33 |
|
|
|
2.00 |
|
Net investment income |
|
|
6.80 |
|
|
|
5.73 |
|
|
|
5.79 |
|
|
|
5.55 |
|
|
|
5.42 |
|
|
|
|
|
|
|
Portfolio turnover rate |
|
|
81 |
% |
|
|
35 |
% |
|
|
50 |
% |
|
|
52 |
% |
|
|
85 |
% |
|
|
|
|
|
|
Supplemental data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Outstanding, End of Year (000s) |
|
|
$83,000 |
|
|
|
$90,000 |
|
|
|
$90,000 |
|
|
|
$88,000 |
|
|
|
$88,000 |
|
Asset Coverage Ratio for Loan Outstanding9
|
|
|
328 |
% |
|
|
400 |
% |
|
|
397 |
% |
|
|
413 |
% |
|
|
395 |
% |
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding9 |
|
|
$3,275 |
|
|
|
$3,998 |
|
|
|
$3,974 |
|
|
|
$4,126 |
|
|
|
$3,952 |
|
Weighted Average Loan (000s) |
|
|
$86,510 |
|
|
|
$90,000 |
|
|
|
$88,716 |
|
|
|
$88,000 |
|
|
|
$84,625 |
|
Weighted Average Interest Rate on Loan |
|
|
1.69 |
% |
|
|
0.76 |
% |
|
|
1.75 |
% |
|
|
3.08 |
% |
|
|
2.50 |
% |
See Notes to Financial
Statements.
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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|
|
33 |
Financial highlights (contd)
1 |
Per share amounts have been calculated using the average shares method. |
2 |
Amount represents less than $0.005 per share. |
3 |
The repurchase plan was completed at an average repurchase price of $12.30 for 2,114 shares and $26,011 for the year ended
October 31, 2020. |
4 |
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the
absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 |
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future
results. |
6 |
The total return calculation assumes that distributions are reinvested in accordance with the Funds dividend
reinvestment plan. Past performance is no guarantee of future results. |
7 |
The manager has agreed to waive the Funds management fee to an extent sufficient to offset the net management fee
payable in connection with any investment in an affiliated money market fund. |
8 |
Reflects fee waivers and/or expense reimbursements. |
9 |
Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the
end of the period. |
See Notes to
Financial Statements.
|
|
|
|
|
34 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Global Corporate Defined Opportunity Fund Inc. (the Fund) was incorporated in Maryland on September 17, 2009 and is registered as a non-diversified, limited-term, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds
primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Funds net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek
capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities.
The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946,
Financial Services - Investment Companies (ASC 946). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP),
including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment,
financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation. The valuations for fixed income securities (which may include, but are not
limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which
may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves,
prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of
valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or
official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern
Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from
one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of
a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in
accordance with procedures approved by the Funds Board of Directors.
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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|
|
35 |
Notes to financial statements (contd)
Pursuant to policies adopted by the Board of Directors, the Funds manager has been
designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Funds manager is assisted by the Global Fund Valuation Committee (the Valuation Committee). The Valuation Committee is
responsible for making fair value determinations, evaluating the effectiveness of the Funds pricing policies, and reporting to the Funds manager and the Board of Directors. When determining the reliability of third party pricing
information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies
include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental
investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuers
financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts research and observations from financial institutions; information
regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the
existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of
Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of
Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the
type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount
estimated future cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and
liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
|
|
Level 1 unadjusted quoted prices in active markets for identical investments |
|
|
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates,
prepayment speeds, credit risk, etc.) |
|
|
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair
value of investments) |
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing
in those securities.
|
|
|
|
|
36 |
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|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
The following is a summary of the inputs used in
valuing the Funds assets and liabilities carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
Description |
|
Quoted Prices (Level 1) |
|
|
Other
Significant Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs
(Level 3) |
|
|
Total |
|
Long-Term Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds & Notes |
|
|
|
|
|
$ |
233,870,370 |
|
|
|
|
|
|
$ |
233,870,370 |
|
Sovereign Bonds |
|
|
|
|
|
|
25,143,043 |
|
|
|
|
|
|
|
25,143,043 |
|
U.S. Government & Agency Obligations |
|
|
|
|
|
|
17,086,824 |
|
|
|
|
|
|
|
17,086,824 |
|
Senior Loans |
|
|
|
|
|
|
3,575,820 |
|
|
|
|
|
|
|
3,575,820 |
|
Convertible Bonds & Notes |
|
|
|
|
|
|
3,505,390 |
|
|
|
|
|
|
|
3,505,390 |
|
Preferred Stocks |
|
$ |
912,754 |
|
|
|
|
|
|
|
|
|
|
|
912,754 |
|
Collateralized Mortgage Obligations |
|
|
|
|
|
|
37,198 |
|
|
|
|
|
|
|
37,198 |
|
Total Long-Term Investments |
|
|
912,754 |
|
|
|
283,218,645 |
|
|
|
|
|
|
|
284,131,399 |
|
Short-Term Investments |
|
|
2,201,652 |
|
|
|
|
|
|
|
|
|
|
|
2,201,652 |
|
Total Investments |
|
$ |
3,114,406 |
|
|
$ |
283,218,645 |
|
|
|
|
|
|
$ |
286,333,051 |
|
Other Financial Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts |
|
|
|
|
|
$ |
19,501 |
|
|
|
|
|
|
$ |
19,501 |
|
Total |
|
$ |
3,114,406 |
|
|
$ |
283,238,146 |
|
|
|
|
|
|
$ |
286,352,552 |
|
|
LIABILITIES |
|
Description |
|
Quoted Prices (Level 1) |
|
|
Other Significant Observable Inputs (Level 2) |
|
|
Significant Unobservable Inputs
(Level 3) |
|
|
Total |
|
Other Financial Instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts |
|
|
|
|
|
$ |
385,739 |
|
|
|
|
|
|
$ |
385,739 |
|
|
See Schedule of Investments for additional detailed categorizations. |
|
Reflects the unrealized appreciation (depreciation) of the instruments. |
(b) Futures contracts. The Fund uses futures contracts
generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified
price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a
certain percentage of the contract amount. This is known as the initial margin and subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuation
in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as
unrealized appreciation or depreciation in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
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|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
37 |
Notes to financial statements (contd)
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in
the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(c) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge
against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency
contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market
daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund
recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk
of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(d) Loan participations. The Fund may invest in loans arranged through private negotiation between one
or more financial institutions. The Funds investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce
compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan
in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons
interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any
off-set between the lender and the borrower.
(e) Reverse repurchase
agreements. The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security subject to an obligation to repurchase the security from the buyer at an agreed upon
time and price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Funds use of the proceeds of the agreement may be restricted pending a determination by the counterparty,
or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will pledge cash, U.S. government securities or other liquid debt obligations at least
equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by law to cover its obligations. If the market value of the collateral declines during the period, the Fund may be required to post
additional collateral to cover its obligation. Cash collateral that has been pledged to cover obligations of the Fund under reverse repurchase agreements, if any, will be reported separately in the Statement of Assets and Liabilities. Securities
pledged as collateral are noted in the Schedule of Investments. Interest payments made on reverse
|
|
|
|
|
38 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
repurchase agreements are recognized as a component
of Interest expense on the Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund.
(f) Cash flow information. The Fund invests in securities and distributes dividends from net investment
income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statements of Changes in Net Assets and additional information on cash receipts and cash payments is
presented in the Statement of Cash Flows.
(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 on the date of valuation. Purchases and sales of investment securities and income and expense items
denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The
Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with
the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains
and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes
recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in
securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and
risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of
political or economic instability.
(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 Funds investments in securities
rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid
secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Funds investments in
non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
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|
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|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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|
|
39 |
Notes to financial statements (contd)
Investments in securities that are collateralized by real estate mortgages are subject to certain
credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying
mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation
between their credit ratings and values.
(i) Foreign investment risks. The Funds investments in
foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the
relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation,
taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(j) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to
counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of
default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Funds subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its
trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and
changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such
instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law,
the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.
The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (ISDA Master Agreement) or
similar agreement, with certain of its derivative counterparties that govern over-the-counter (OTC) derivatives and provide for general obligations,
representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in
the Funds net assets or net asset value per share over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional
collateral.
|
|
|
|
|
40 |
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|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Under an ISDA Master Agreement, the Fund may, under
certain circumstances, offset with the counterparty certain derivative financial instruments payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the
counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions
between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
Collateral requirements differ by type of
derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for OTC traded derivatives. Cash collateral that has been pledged to cover
obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
As of October 31, 2022, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $385,739. If a
contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.
(k) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as
adjustments to interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the
ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the
specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of
default or credit event.
(l) Distributions to shareholders. Distributions from net investment income
of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the
ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(m) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodians fees is paid
indirectly by credits earned on the Funds cash on deposit with the bank.
(n) Federal and other
taxes. It is the Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the Code), as amended, applicable to regulated investment companies. Accordingly, the Fund
intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds financial
statements.
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|
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|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
41 |
Notes to financial statements (contd)
Management has analyzed the Funds tax positions taken on income tax returns for all open tax
years and has concluded that as of October 31, 2022, no provision for income tax is required in the Funds financial statements. The Funds 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. As of October 31, 2022, there were $894 of capital gains tax liabilities accrued on unrealized gains.
(o) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect
permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:
|
|
|
|
|
|
|
|
|
|
|
Total Distributable Earnings (Loss) |
|
|
Paid-in Capital |
|
(a) |
|
$ |
(56,259) |
|
|
$ |
56,259 |
|
(a) |
Reclassifications are due to differences between actual and estimated information for the prior year related to the
Funds investments in REIT securities. |
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (LMPFA) is the Funds investment manager. Western Asset Management Company, LLC (Western
Asset), Western Asset Management Company Pte. Ltd. (Western Asset Singapore), Western Asset Management Company Ltd (Western Asset Japan) and Western Asset Management Company Limited (Western Asset Limited)
are the Funds subadvisers. LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset Limited are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (Franklin Resources).
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an
annual rate of 0.80% of the Funds average daily net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding (managed assets).
LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western
Asset Singapore, Western Asset Japan and Western Asset Limited provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities.
For its services, LMPFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. Western Asset Singapore, Western Asset Japan and Western Asset Limited do not receive any compensation from
the Fund. Western Asset pays Western Asset Singapore, Western Asset Japan and Western Asset Limited a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each
such non-U.S. subadviser to manage.
During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA
will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Funds assets, including those investments purchased with leverage.
|
|
|
|
|
42 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
The manager has agreed to waive the Funds
management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.
During the
year ended October 31, 2022, fees waived and/or expenses reimbursed amounted to $1,509, all of which was an affiliated money market fund waiver.
All officers
and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.
3.
Investments
During the year ended October 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term
investments) and U.S. Government & Agency Obligations were as follows:
|
|
|
|
|
|
|
|
|
|
|
Investments |
|
|
U.S. Government & Agency Obligations |
|
Purchases |
|
$ |
247,290,812 |
|
|
$ |
20,970,857 |
|
Sales |
|
|
272,297,665 |
|
|
|
18,420,859 |
|
At October 31, 2022, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of
investments for federal income tax purposes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
Gross Unrealized Appreciation |
|
|
Gross Unrealized Depreciation |
|
|
Net Unrealized Depreciation |
|
Securities |
|
$ |
308,170,667 |
|
|
$ |
834,172 |
|
|
$ |
(22,671,788) |
|
|
$ |
(21,837,616) |
|
Forward foreign currency contracts |
|
|
|
|
|
|
19,501 |
|
|
|
(385,739) |
|
|
|
(366,238) |
|
Transactions in reverse repurchase agreements for the Fund during the year ended October 31, 2022 were as follows:
|
|
|
|
|
Average Daily
Balance* |
|
Weighted Average
Interest Rate* |
|
Maximum Amount
Outstanding |
$23,354,327 |
|
1.077% |
|
$25,577,600 |
* |
Averages based on the number of days that the Fund had reverse repurchase agreements outstanding. |
Interest rates on reverse repurchase agreements ranged from 0.090% to 3.750% during the year ended October 31, 2022. Interest expense incurred on reverse repurchase
agreements totaled $255,071.
4. Derivative instruments and hedging activities
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and
Liabilities at October 31, 2022.
|
|
|
|
|
|
|
|
|
|
ASSET DERIVATIVES1 |
|
|
|
|
|
|
|
Foreign
Exchange Risk |
|
Forward foreign currency contracts |
|
|
|
|
|
$ |
19,501 |
|
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
43 |
Notes to financial statements (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITY DERIVATIVES1 |
|
|
|
|
|
|
|
|
|
Foreign Exchange Risk |
|
Forward foreign currency contracts |
|
|
|
|
|
|
|
|
|
$ |
385,739 |
|
1 |
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability
derivatives is payables/net unrealized depreciation. |
The following tables provide information about the effect of derivatives and hedging
activities on the Funds Statement of Operations for the year ended October 31, 2022. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table
provides additional information about the change in net unrealized appreciation (depreciation) resulting from the Funds derivatives and hedging activities during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON
DERIVATIVES RECOGNIZED |
|
|
|
|
|
|
Interest
Rate Risk |
|
|
Foreign
Exchange Risk |
|
|
Total |
|
Futures contracts |
|
$ |
123,334 |
|
|
|
|
|
|
$ |
123,334 |
|
Forward foreign currency contracts |
|
|
|
|
|
$ |
(5,020,104 |
) |
|
|
(5,020,104 |
) |
Total |
|
$ |
123,334 |
|
|
$ |
(5,020,104 |
) |
|
$ |
(4,896,770 |
) |
|
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON
DERIVATIVES RECOGNIZED |
|
|
|
Interest
Rate Risk |
|
|
Foreign
Exchange Risk |
|
|
Total |
|
Futures contracts |
|
$ |
(210,720 |
) |
|
|
|
|
|
$ |
(210,720 |
) |
Forward foreign currency contracts |
|
|
|
|
|
$ |
(391,423 |
) |
|
|
(391,423 |
) |
Total |
|
$ |
(210,720 |
) |
|
$ |
(391,423 |
) |
|
$ |
(602,143 |
) |
During the year ended October 31, 2022, the volume of derivative activity for the Fund was as follows:
|
|
|
|
|
|
|
Average Market Value |
|
Futures contracts (to sell) |
|
$ |
1,448,394 |
|
Forward foreign currency contracts (to buy) |
|
|
30,395,549 |
|
Forward foreign currency contracts (to sell) |
|
|
940,704 |
|
|
At October 31, 2022, there were no open positions held in this derivative. |
|
|
|
|
|
44 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
The following table presents the Funds OTC
derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of October 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Gross Assets Subject to Master Agreements1 |
|
|
Gross Liabilities Subject to Master Agreements1 |
|
|
Net Assets (Liabilities) Subject to Master Agreements |
|
|
Collateral Pledged (Received) |
|
|
Net Amount2 |
|
Goldman Sachs Group Inc. |
|
$ |
19,501 |
|
|
$ |
(179,919) |
|
|
$ |
(160,418) |
|
|
|
|
|
|
$ |
(160,418) |
|
JPMorgan Chase & Co. |
|
|
|
|
|
|
(205,820) |
|
|
|
(205,820) |
|
|
|
|
|
|
|
(205,820) |
|
Total |
|
$ |
19,501 |
|
|
$ |
(385,739) |
|
|
$ |
(366,238) |
|
|
|
|
|
|
$ |
(366,238) |
|
1 |
Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in
the Statement of Assets and Liabilities. |
2 |
Represents the net amount receivable (payable) from (to) the counterparty in the event of default. |
5. Loan
Effective October 14, 2022, the
Fund entered into a Margin Loan and Security Agreement (the Credit Agreement) with Bank of America, N.A. (BofA) that allows the Fund to borrow up to an aggregate amount of $90,000,000 and renews daily for a 179-day term unless notice to the contrary is given to the Fund. The Fund pays interest on borrowings calculated based on SOFR plus applicable margin. The Fund pays a commitment fee on the unutilized portion of the
loan commitment amount at an annual rate of 0.20% except that the commitment fee is 0.15% when the aggregate outstanding balance of the loan is equal to or greater than 50% of the maximum commitment amount. To the extent of the borrowing
outstanding, the Fund is required to maintain collateral in a special custody account at the Funds custodian on behalf of BofA. The Funds Credit Agreement contains customary covenants that, among other things, may limit the Funds
ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those
required by the 1940 Act. In addition, the Credit Agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Funds ability to utilize borrowing under the agreement. Interest
expense related to the Credit Agreement for the October 31, 2022 was $159,037. For the period ended October 31, 2022, the Fund incurred commitment fees of $525. For the period ended October 31, 2022, based on the number of days during
the reporting period that the Fund had a loan balance outstanding, the average daily loan balance was $83,000,000 and the weighted average interest rate was 3.83%. At October 31, 2022, the Fund had $83,000,000 of borrowings outstanding.
Prior to October 14, 2022, the Fund had a revolving credit agreement with National Australia Bank Limited (Prior Credit Agreement) that allowed the Fund
to borrow up to an aggregate amount of $90,000,000. The Fund paid a commitment fee at an annual rate of 0.20% on the unutilized portion of the loan commitment amount. The interest on the loan was calculated at a variable rate based on a benchmark
(LIBOR, but was subject to an alternative benchmark upon the occurrence of certain benchmark transition events including the cessation of publication of LIBOR) plus any applicable margin. Securities held by the Fund were subject to a lien granted to
National Australia Bank Limited, to the extent of the borrowing outstanding and any additional expenses. The Funds Prior Credit Agreement
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
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|
|
45 |
Notes to financial statements (contd)
contained customary covenants that, among other things, may have limited the Funds ability
to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and required asset coverage ratios in addition to those
required by the 1940 Act. In addition, the Prior Credit Agreement may have been subject to early termination under certain conditions and may have contained other provisions that could have limited the Funds ability to utilize borrowing under
the Prior Credit Agreement. Interest expense related to the Prior Credit Agreement for the period ended October 14, 2022, was $1,319,279. For the period ended October 14, 2022, the Fund incurred commitment fees of $6,378. For the period
ended October 14, 2022, based on the number of days during the reporting period that the Fund had a loan balance outstanding, per the Prior Credit Agreement, the Fund had an average daily loan balance outstanding of $86,691,643 and the weighted
average interest rate was 1.58%.
6. Distributions subsequent to October 31, 2022
The following distributions have been declared by the Funds Board of Directors and are payable subsequent to the period end of this report:
|
|
|
|
|
|
|
|
|
Record Date |
|
Payable Date |
|
|
Amount |
|
10/24/2022 |
|
|
11/1/2022 |
|
|
$ |
0.1010 |
|
11/22/2022 |
|
|
12/1/2022 |
|
|
$ |
0.1010 |
|
12/22/2022 |
|
|
12/30/2022 |
|
|
$ |
0.1010 |
|
1/24/2023 |
|
|
2/1/2023 |
|
|
$ |
0.1010 |
|
2/21/2023 |
|
|
3/1/2023 |
|
|
$ |
0.1010 |
|
7. Stock repurchase program
On March 10, 2014, the Fund announced that the Funds Board of Directors (the Board) had authorized the Fund to repurchase in the open market up to
1,600,000 shares of the Funds outstanding common stock when the Funds shares are trading at a discount to the net asset value. The Board directed management of the Fund to repurchase shares of common stock at such times and in such
amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the years ended October 31, 2022 and October 31,
2021, the Fund did not repurchase any shares.
Since the Funds commencement of the stock repurchase program through October 31, 2022, the Fund repurchased
408,350 shares or 2.66% of its common shares outstanding for the total amount of $7,013,966. The anti-dilutive impact of these share repurchases is included on the Financial Highlights.
8. Transactions with affiliated company
As
defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated
company for
|
|
|
|
|
46 |
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
all or some portion of the year ended
October 31, 2022. The following transactions were effected in such company for the year ended October 31, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate Value at October 31, 2021 |
|
|
Purchased |
|
|
Sold |
|
|
|
Cost |
|
|
Shares |
|
|
Proceeds |
|
|
Shares |
|
Western Asset Premier Institutional Government Reserves, Premium Shares |
|
$ |
6,882,772 |
|
|
$ |
92,583,393 |
|
|
|
92,583,393 |
|
|
$ |
97,264,513 |
|
|
|
97,264,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(contd) |
|
Realized
Gain (Loss) |
|
|
Dividend
Income |
|
|
Net Increase (Decrease)
in Unrealized Appreciation (Depreciation) |
|
|
Affiliate
Value at October 31,
2022, |
|
Western Asset Premier Institutional Government Reserves, Premium Shares |
|
|
|
|
|
$ |
17,352 |
|
|
|
|
|
|
$ |
2,201,652 |
|
9. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended October 31, was as follows:
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
Distributions paid from: |
|
|
|
|
|
|
|
|
Ordinary income |
|
$ |
8,289,099 |
|
|
$ |
14,079,607 |
|
Tax return of capital |
|
|
9,824,327 |
|
|
|
4,026,016 |
|
Total distributions paid |
|
$ |
18,113,426 |
|
|
$ |
18,105,623 |
|
As of October 31, 2022, the components of distributable earnings (loss) on a tax basis were as follows:
|
|
|
|
|
Deferred capital losses* |
|
$ |
(46,982,518) |
|
Other book/tax temporary differences(a) |
|
|
(1,208,793) |
|
Unrealized appreciation (depreciation)(b) |
|
|
(22,185,132) |
|
Total distributable earnings (loss) net |
|
$ |
(70,376,443) |
|
* |
These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be
deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains. |
(a) |
Other book/tax temporary differences are attributable to the realization for tax purposes of unrealized gains (losses) on
foreign currency contracts, the difference between cash and accrual basis distributions paid and book/tax differences in the timing of the deductibility of various expenses. |
(b) |
The difference between book-basis and tax-basis unrealized appreciation
(depreciation) is attributable to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium on fixed income securities and book/tax differences in the accrual of interest income on securities in
default. |
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|
|
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
47 |
Notes to financial statements (contd)
10. Recent accounting pronouncement
In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04,
Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to
Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other
interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has
reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.
11. Other
matters
The outbreak of the respiratory illness COVID-19 (commonly referred to as coronavirus) has
continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual
issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Funds investments and negatively impact the Funds performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.
* * *
The
Funds investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or LIBOR, which is the offered rate for short-term Eurodollar deposits between major
international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023. All other LIBOR settings, including the one-week and two-month USD LIBOR settings, have ceased publication as of January 1, 2022. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Funds
transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Funds investments cannot yet be determined.
* * *
Russias military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict could
increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking
entities and corporations as a response to its invasion of Ukraine. The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that support Russias military invasion. These
sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or individuals, may further decrease the
value and liquidity of certain Russian securities and
|
|
|
|
|
48 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
securities of issuers in other countries that are
subject to economic sanctions related to the invasion. To the extent that the Fund has exposure to Russian investments or investments in countries affected by the invasion, the Funds ability to price, buy, sell, receive or deliver such
investments was impaired. The Fund could determine at any time that certain of the most affected securities have little or no value. In addition, any exposure that the Fund may have to counterparties in Russia or in countries affected by the
invasion could negatively impact the Funds portfolio. The extent and duration of Russias military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to
sanctions) are impossible to predict, but could result in significant market disruptions, including in the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could
significantly impact the Funds performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to Russian issuers or issuers in other countries affected by the invasion. At October 31, 2022, the
Fund had 1.57% of its net assets invested in securities with significant economic risk or exposure to Russia.
|
|
|
|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
|
|
|
49 |
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset Global
Corporate Defined Opportunity Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Global Corporate Defined Opportunity Fund
Inc. (the Fund) as of October 31, 2022, the related statements of operations and cash flows for the year ended October 31, 2022, the statement of changes in net assets for each of the two years in the period ended
October 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended October 31, 2022 (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in
the period ended October 31, 2022 and the financial highlights for each of the five years in the period ended October 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are
the responsibility of the Funds management. Our responsibility is to express an opinion on the Funds financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our
procedures included confirmation of securities owned as of October 31, 2022 by correspondence with the custodian, agent banks and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits
provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
December 22, 2022
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
|
|
|
|
|
50 |
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|
|
Western Asset Global Corporate Defined Opportunity Fund Inc. 2022 Annual Report |
Board approval of management and subadvisory agreements (unaudited)
Background
The Investment Company Act of 1940,
as amended (the 1940 Act), requires that the Board of Directors (the Board) of Western Asset Global Corporate Defined Opportunity Fund Inc. (the Fund), including a majority of its members who are not considered to
be interested persons under the 1940 Act (the Independent Directors) voting separately, approve on an annual basis the continuation of the investment management agreement (the Management Agreement) between the
Fund and the Funds manager, Legg Mason Partners Fund Advisor, LLC (the Manager), and the sub-advisory agreements (individually, a Sub-Advisory
Agreement, and collectively, the Sub-Advisory Agreements) with the Managers affiliates, Western Asset Management Company, LLC (Western Asset), Western Asset Management
Company Limited (Western Asset London), Western Asset Management Company Pte. Ltd. (Western Asset Singapore) and Western Asset Management Company Ltd (Western Asset Japan, and together with Western Asset, Western
Asset London and Western Asset Singapore, collectively, the Sub-Advisers), with respect to the Fund.
At an in-person meeting (the Contract Renewal Meeting) held on May 10-11, 2022, the Board, including the Independent Directors, considered and approved the continuation
of each of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period. To assist in its consideration of the renewal of each of the
Management Agreement and the Sub-Advisory Agreements, the Board received and considered extensive information (together with the information provided at the Contract Renewal Meeting, the Contract Renewal
Information) about the Manager and the Sub-Advisers, as well as the management and sub-advisory arrangements for the Fund and the other closed-end funds in the same complex under the Boards purview (the Franklin Templeton/Legg Mason Closed-end Funds), certain portions of which are discussed
below.
A presentation made by the Manager and the Sub-Advisers to the Board at the Contract Renewal Meeting in connection
with the Boards evaluation of each of the Management Agreement and the Sub-Advisory Agreements encompassed the Fund and other Franklin Templeton/Legg Mason
Closed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and the Sub-Advisers to the Fund. The Boards evaluation took into account the information received throughout the year and also reflected the knowledge and experience gained as members of the Boards of the Fund and
other Franklin Templeton/Legg Mason Closed-end Funds with respect to the services provided to the Fund by the Manager and the Sub-Advisers. The information received and
considered by the Board (including its various committees) in conjunction with the Contract Renewal Meeting and throughout the year was both written and oral. The contractual arrangements discussed below are the product of multiple years of review
and negotiation and information received and considered by the Board during each of those years.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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51 |
Board approval of management and subadvisory agreements (unaudited) (contd)
At a meeting held by videoconference on April 19, 2022, the Independent Directors, in preparation for the Contract Renewal Meeting, met in a private session with
their independent legal counsel to review the Contract Renewal Information regarding the Franklin Templeton/Legg Mason Closed-end Funds, including the Fund, received to date. No representatives of the Manager
or the Sub-Advisers participated in this meeting. Following the April 19, 2022 meeting, the Independent Directors submitted certain questions and requests for additional information to Fund management.
The Independent Directors also met in private sessions with their independent legal counsel to consider the Contract Renewal Information and Fund managements responses to the Independent Directors questions and requests for additional
information in advance of and during the Contract Renewal Meeting. The discussion below reflects all of these reviews.
The Manager provides the Fund with investment
advisory and administrative services pursuant to the Management Agreement and the Sub-Advisers together provide the Fund with investment sub-advisory services pursuant
to the Sub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and
the investment sub-advisory functions being rendered by the Sub-Advisers pursuant to the Sub-Advisory Agreements.
Board Approval of Management Agreement and Sub-Advisory Agreements
The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Directors received a memorandum
discussing the legal standards for their consideration of the proposed continuation of the Management Agreement and the Sub-Advisory Agreements. The Independent Directors considered the Management Agreement
and each Sub-Advisory Agreement separately during the course of their review. In doing so, they noted the respective roles of the Manager and the Sub-Advisers in
providing services to the Fund.
In approving the continuation of the Management Agreement and Sub-Advisory Agreements, the
Board, including the Independent Directors, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the
continuation of the Management Agreement and the Sub-Advisory Agreements. Each Director may have attributed different weight to the various factors in evaluating the Management Agreement and the Sub-Advisory
Agreements.
After considering all relevant factors and information, the Board, exercising its reasonable business judgment, determined that the continuation of the
Management Agreement and Sub-Advisory Agreements were in the best interests of the Funds shareholders and approved the continuation of each such agreement for an additional
one-year period.
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52 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Nature, Extent and Quality of the Services under the Management Agreement and Sub-Advisory Agreements
The Board received and considered Contract Renewal Information regarding the nature, extent,
and quality of services provided to the Fund by the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, during the
past year. The Board noted information received at regular meetings throughout the year related to the services provided by the Manager in its management of the Funds affairs and the Managers role in coordinating the activities of the Sub-Advisers and the Funds other service providers. The Board observed that the scope of services provided by the Manager and the Sub-Advisers, and of the undertakings
required of the Manager and Sub-Advisers in connection with those services, including maintaining and monitoring their respective compliance programs as well as the Funds compliance programs, had
expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Manager and the Sub-Advisers regarding
the Funds compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered the risks borne by the Manager, the
Sub-Advisers and their respective affiliates on behalf of the Fund, including entrepreneurial, operational, reputational, litigation and regulatory risks, as well as the Managers and the Sub-Advisers risk management processes.
The Board reviewed the qualifications, backgrounds, and responsibilities of the
Managers senior personnel and the Sub-Advisers portfolio management teams primarily responsible for the day-to-day
portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the financial resources of Franklin Resources, Inc., the parent organization of the Manager and the
Sub-Advisers. The Board recognized the importance of having a fund manager with significant resources.
The Board considered
the division of responsibilities between the Manager and the Sub-Advisers under the Management Agreement and the Sub-Advisory Agreements, respectively, including the
Managers coordination and oversight of the services provided to the Fund by the Sub-Advisers and other fund service providers and Western Assets coordination and oversight of the services provided
to the Fund by Western Asset London, Western Asset Singapore and Western Asset Japan. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its investment advisory duties thereunder, provided that the
Manager, in each case, will supervise the activities of the delegee.
In reaching its determinations regarding continuation of the Management Agreement and the Sub-Advisory Agreements, the Board took into account that Fund stockholders, in pursuing their investment goals and objectives, may have purchased their shares of the
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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53 |
Board approval of management and subadvisory agreements (unaudited) (contd)
Fund based upon the reputation and the investment style, philosophy and strategy of the Manager and the Sub-Advisers, as well as
the resources available to the Manager and the Sub-Advisers.
The Board concluded that, overall, the nature, extent, and
quality of the management and other services provided (and expected to be provided) to the Fund under the Management Agreement and the Sub-Advisory Agreements were satisfactory.
Fund Performance
The Board received and
considered information regarding Fund performance, including information and analyses (the Broadridge Performance Information) for the Fund, as well as for a group of comparable funds (the Performance Universe) selected by
Broadridge Financial Solutions, Inc. (Broadridge), an independent third-party provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with
the funds included in the Performance Universe. It was noted that while the Board found the Broadridge Performance Information generally useful, they recognized its limitations, including that the data may vary depending on the end date selected,
and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board also noted that Board members had received and discussed with the Manager and the Sub-Advisers information throughout the year at periodic intervals comparing the Funds performance against its benchmark and against the Funds peers. In addition, the Board considered the Funds
performance in view of overall financial market conditions.
The Broadridge Performance Information comparing the Funds performance to that of its Performance
Universe, consisting of the Fund and all leveraged closed-end global income funds classified by Broadridge, regardless of asset size, showed, among other data, that based on net asset value per share, the
Funds performance was below the median for the 1-year period ended December 31, 2021, and was above the median for the 3-,
5- and 10-year periods ended December 31, 2021. The Board noted the explanations from the Manager and the Sub-Advisers
regarding the Funds relative performance versus the Performance Universe for the various periods.
Based on the reviews and discussions of Fund performance and
considering other relevant factors, including those noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and the Sub-Advisory Agreements for an additional one-year period would be consistent with the interests of the Fund and its stockholders.
Management and Sub-Advisory Fees and Expense Ratios
The Board reviewed and considered the contractual management fee (the
Contractual Management Fee) and the actual management fee (the Actual Management Fee)
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54 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
payable by the Fund to the Manager under the
Management Agreement and the sub-advisory fees (the Sub-Advisory Fees) payable by the Manager to the Sub-Advisers
under the Sub-Advisory Agreements in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the
Sub-Advisers, respectively. The Board noted that the Sub-Advisory Fee payable to Western Asset under its Sub-Advisory Agreement
with the Manager is paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Funds stockholders. Similarly, the Board noted that the Sub-Advisory Fees payable to Western Asset London, Western Asset Singapore and Western Asset Japan under their respective Sub-Advisory Agreements with Western Asset are paid
by Western Asset, not the Fund, and, accordingly, that the retention of Western Asset London, Western Asset Singapore and Western Asset Japan does not increase the fees or expenses otherwise incurred by the Funds stockholders.
In addition, the Board received and considered information and analyses prepared by Broadridge (the Broadridge Expense Information) comparing the Contractual
Management Fee and the Actual Management Fee and the Funds total actual expenses with those of funds in an expense group (the Expense Group), as well as a broader group of funds, each selected and provided by Broadridge. The
comparison was based upon the constituent funds latest fiscal years. It was noted that while the Board found the Broadridge Expense Information generally useful, they recognized its limitations, including that the data may vary depending on
the selection of the peer group.
The Broadridge Expense Information showed that the Funds Contractual Management Fee was below the median. The Broadridge
Expense Information also showed that the Funds Actual Management Fee was equal to the median compared on the basis of common share assets and was below the median compared on the basis of leveraged assets. The Broadridge Expense Information
also showed that the Funds actual total expenses were below the median on the basis of both common share assets and leveraged assets. The Board took into account managements discussion of the Funds expenses and noted the limited
size of the Expense Group.
The Board also reviewed Contract Renewal Information regarding fees charged by the Manager and/or the
Sub-Advisers to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Manager reviewed with the Board the
differences in services provided to these different types of accounts, noting that the Fund is provided with certain administrative services, office facilities, and Fund officers, and that the Fund is subject not only to heightened regulatory
requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange, and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Board
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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55 |
Board approval of management and subadvisory agreements (unaudited) (contd)
considered the fee comparisons in view of the different services provided in managing these other types of clients and funds.
The Board considered the overall management fee, the fees of the Sub-Advisers and the amount of the management fee retained by
the Manager after payment of the subadvisory fees in each case in view of the services rendered for those amounts. The Board also received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a
framework of fees based on asset classes.
Taking all of the above into consideration, as well as the factors identified below, the Board determined that the
management fee and the Sub-Advisory Fees were reasonable in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and the Sub-Advisers to the Fund under the Management Agreement and the Sub-Advisory Agreements, respectively.
Manager Profitability
The Board, as part of the
Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Managers fiscal years ended September 30, 2021 and September 30, 2020. The Board also
received profitability information with respect to the Franklin Templeton/Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Managers revenue and cost allocation methodologies
used in preparing such profitability data. It was noted that the allocation methodologies had been reviewed by an outside consultant. The profitability to each of the Sub-Advisers was not considered to be a
material factor in the Boards considerations since the Sub-Advisory Fee is paid by the Manager in the case of Western Asset and by Western Asset in the case of Western Asset London, Western Asset
Singapore and Western Asset Japan, not the Fund, although the Board noted the affiliation of the Manager with the Sub-Advisers. The profitability of the Manager and its affiliates was considered by the Board
to be reasonable in view of the nature, extent and quality of services provided to the Fund.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Funds assets grow. The Board noted
that because the Fund is a closed-end fund it has limited ability to increase its assets. The Board determined that the management fee structure was appropriate under the circumstances. For similar reasons as
stated above with respect to the Sub-Advisers profitability and the costs of the Sub-Advisers provision of services, the Board did not consider the potential
for economies of scale in the Sub-Advisers management of the Fund to be a material factor in the Boards consideration of the Sub-Advisory Agreements.
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56 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Other Benefits to the Manager and the Sub-Advisers
The Board considered other benefits received by the Manager, the Sub-Advisers and their affiliates as a result of
their relationship with the Fund, including the opportunity to offer additional products and services to the Funds shareholders. In view of the costs of providing investment management and other services to the Fund and the ongoing commitment
of the Manager and the Sub-Advisers to the Fund, the Board considered that the ancillary benefits that the Manager and its affiliates, including the Sub-Advisers, were
reasonable.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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57 |
Additional information (unaudited)
Information about Directors and Officers
The business and
affairs of Western Asset Global Corporate Defined Opportunity Fund Inc. (the Fund) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o
Jane Trust, Franklin Templeton, 100 International Drive, 11th Floor, Baltimore, Maryland 21202.
Information pertaining to the Directors and officers of the Fund is
set forth below. The Funds annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.
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Independent Directors |
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Robert D. Agdern |
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Year of birth |
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1950 |
Position(s) held with Fund1 |
|
Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III |
Term of office1 and length of time served |
|
Since 2015 |
Principal occupation(s) during the past five years |
|
Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General
Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged
with British Petroleum in 1998 forming BP PLC) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
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20 |
Other board memberships held by Director during the past five years |
|
None |
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Carol L. Colman |
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|
Year of birth |
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1946 |
Position(s) held with Fund1 |
|
Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I |
Term of office1 and length of time served |
|
Since 2009 |
Principal occupation(s) during the past five years |
|
President, Colman Consulting Company (consulting) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
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20 |
Other board memberships held by Director during the past five years |
|
None |
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58 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Independent Directors
(contd) |
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Daniel P. Cronin |
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|
Year of birth |
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1946 |
Position(s) held with Fund1 |
|
Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I |
Term of office1 and length of time served |
|
Since 2009 |
Principal occupation(s) during the past five years |
|
Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
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20 |
Other board memberships held by Director during the past five years |
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None |
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Paolo M. Cucchi |
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|
Year of birth |
|
1941 |
Position(s) held with Fund1 |
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Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I |
Term of office1 and length of time served |
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Since 2009 |
Principal occupation(s) during the past five years |
|
Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014)
at Drew University |
Number of portfolios in fund complex overseen by Director (including the Fund) |
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20 |
Other board memberships held by Director during the past five years |
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None |
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William R. Hutchinson* |
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|
Year of birth |
|
1942 |
Position(s) held with Fund1 |
|
Formerly Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II |
Term of office1 and length of time served |
|
Since 2009 |
Principal occupation(s) during the past five years |
|
President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
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20 |
Other board memberships held by Director during the past five years |
|
Director (1994 to 2021) and Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc-Corp. (financial services
company) |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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59 |
Additional information
(unaudited) (contd)
Information about Directors and Officers
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Independent Directors
(contd) |
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Eileen A. Kamerick** |
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Year of birth |
|
1958 |
Position(s) held with Fund1 |
|
Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees, Class III |
Term of office1 and length of time served |
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Since 2013 |
Principal occupation(s) during the past five years |
|
Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College
of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan
Lokey Foundation (2010 to 2012) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
|
20 |
Other board memberships held by Director during the past five years |
|
Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated
Banc-Corp (financial services company) (since 2007); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
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Nisha Kumar*** |
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Year of birth |
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1970 |
Position(s) held with Fund1 |
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Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee, Class II |
Term of office1 and length of time served |
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Since 2019 |
Principal occupation(s) during the past five years |
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Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign Relations |
Number of portfolios in fund complex overseen by Director (including the Fund) |
|
20 |
Other board memberships held by Director during the past five years |
|
Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to
2018) |
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60 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Interested Director and Officer |
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Jane Trust, CFA2 |
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|
Year of birth |
|
1962 |
Position(s) held with Fund1 |
|
Director, Chairman, President and Chief Executive Officer, Class II |
Term of office1 and length of time served |
|
Since 2015 |
Principal occupation(s) during the past five years |
|
Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 128 funds associated with LMPFA or its affiliates (since 2015); President
and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (Legg Mason & Co.); Senior Vice President of LMPFA
(2015) |
Number of portfolios in fund complex overseen by Director (including the Fund) |
|
128 |
Other board memberships held by Director during the past five years |
|
None |
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Additional Officers |
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Fred Jensen Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY
10017 |
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|
|
|
Year of birth |
|
1963 |
Position(s) held with Fund1 |
|
Chief Compliance Officer |
Term of office1 and length of time served |
|
Since 2020 |
Principal occupation(s) during the past five years |
|
Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief
Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The
Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker- dealer) (2000 to 2003) |
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George P. Hoyt Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT
06902 |
|
|
|
|
Year of birth |
|
1965 |
Position(s) held with Fund1 |
|
Secretary and Chief Legal Officer |
Term of office1 and length of time served |
|
Since 2020 |
Principal occupation(s) during the past five years |
|
Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since
2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020) |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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61 |
Additional information
(unaudited) (contd)
Information about Directors and Officers
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Additional Officers (contd) |
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Thomas C. Mandia**** Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT
06902 |
|
|
|
|
Year of birth |
|
1962 |
Position(s) held with Fund1 |
|
Senior Vice President |
Term of office1 and length of time served |
|
Since 2022 |
Principal occupation(s) during the past five years |
|
Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its
affiliates (since 2006); Secretary of LM Asset Services, LLC (LMAS) (since 2002) and Legg Mason Fund Asset Management, Inc. (LMFAM) (since 2013) (formerly registered investment advisers); formerly, Managing Director and
Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022) |
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Christopher Berarducci Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY
10017 |
|
|
|
|
Year of birth |
|
1974 |
Position(s) held with Fund1 |
|
Treasurer and Principal Financial Officer |
Term of office1 and length of time served |
|
Since 2019 |
Principal occupation(s) during the past five years |
|
Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg
Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. |
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Jeanne M. Kelly Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY
10017 |
|
|
|
|
Year of birth |
|
1951 |
Position(s) held with Fund1 |
|
Senior Vice President |
Term of office1 and length of time served |
|
Since 2009 |
Principal occupation(s) during the past five years |
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice
President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015) |
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Directors who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the 1940 Act). |
* |
Mr. Hutchinson served as a Director until his passing on October 28, 2022. |
** |
Effective November 9, 2022, Ms. Kamerick became Lead Independent Director. |
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62 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
*** |
Effective November 9, 2022, Ms. Kumar became Chair of Audit Committee. |
**** |
Effective February 10, 2022, Mr. Mandia became a Senior Vice President. |
1 |
The Funds 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 2023, year 2024 and year 2025, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Funds
executive officers are chosen each year, to hold office until their successors are duly elected and qualified. |
2 |
Ms. Trust is an interested person of the Fund as defined in the 1940 Act because Ms. Trust is an officer of
LMPFA and certain of its affiliates. |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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63 |
Annual chief executive officer and principal financial officer
certifications (unaudited)
The Funds Chief Executive Officer (CEO) has submitted to the NYSE the required
annual certification and the Fund also has included the Certifications of the Funds CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Funds Form
N-CSR filed with the SEC for the period of this report.
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64 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Other shareholder communications regarding accounting matters (unaudited)
The Funds Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal
accounting controls or auditing matters (collectively, Accounting Matters). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (CCO). Persons who are
uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Funds Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Franklin Resources Inc.
Compliance Department
280 Park Ave, 8th Floor
New York, NY 10017
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Summary of information regarding the Fund (unaudited)
Investment Objectives
The Funds primary
investment objective is to provide current income and then to liquidate and distribute substantially all of the Funds net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital
appreciation.
Principal Investment Policies and Strategies
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign
corporate fixed income securities of varying maturities. Fixed income securities include bonds, debentures, notes, commercial paper and other similar types of debt instruments, as well as preferred stock, convertible securities, Senior
Loans, Second Lien Loans, loan participations, payment-in-kind securities, zero-coupon bonds, bank certificates of deposit, fixed
time deposits and bankers acceptances. Corporate securities are those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities, and do not include securities issued by governments,
agencies or supranational entities. Certain fixed income instruments, such as convertible securities, may also include the right to participate in equity appreciation, and Western Asset will generally evaluate those instruments based primarily on
their debt characteristics. The Fund is not required to dispose of common stock if, due to a conversion of convertible securities into the underlying shares of common stock, less than 80% of the Funds managed assets are invested in corporate
fixed income securities. However, under normal circumstances, the Fund will be restricted from investing in any securities that are not U.S. and foreign corporate fixed income securities until the Fund regains such 80% threshold. While the common
stock issued by the Fund will not be rated by a nationally recognized statistical rating organization, it is expected that, under normal market conditions, the Fund will maintain on an ongoing basis a dollar-weighted average credit quality of
portfolio holdings of at least BBB- or higher by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Inc. (Fitch) or Baa3 or higher by Moodys Investors
Service, Inc. (Moodys), or comparable quality as determined by Western Asset. The Fund will not include derivative instruments for the purpose of calculating the dollar-weighted average credit quality of the Funds portfolio
holdings.
The Fund may invest in derivative instruments, such as options contracts, futures contracts, options on futures contracts, indexed securities, credit
default swaps and other swap agreements for investment, hedging and risk management purposes; provided that the Funds exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of
its managed assets. With respect to this limitation, the Fund may net derivatives with opposite exposure to the same underlying instrument. Notwithstanding the foregoing, the Fund may invest without limitation in derivative instruments related to
currencies, including options contracts, futures contracts,
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options on futures contracts, forward contracts and
swap agreements and combinations thereof; provided that such currency derivatives are used for hedging purposes only. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of U.S. or foreign
corporate fixed income securities, the Fund will include such derivative and synthetic instruments for the purposes of the Funds policy to invest at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed income
securities.
The Funds investments may be denominated in U.S. dollars or in foreign currencies. Under normal market conditions, the Fund will invest at least
40% of its managed assets in fixed income securities of foreign issuers organized or having a principal place of business outside of the United States, including in emerging market countries. A foreign issuer is a company, government or
agency which is organized or has a principal place of business outside of the United States. Western Asset will select securities from a diverse selection of countries around the world, focusing on high real yields, pricing inefficiencies and
improving credit conditions that offer income opportunities. The Fund has no present intention to invest a significant portion of its managed assets in a specific geographical region.
The Fund may invest up to 35% of its managed assets in fixed income securities of below investment grade quality. Below investment grade fixed income securities are
rated below BBB- by S&P or Fitch, below Baa3 by Moodys or comparably rated by another NRSRO or, if unrated, determined by Western Asset to be of comparable quality. Below
investment grade fixed income securities are commonly referred to as high-yield or junk bonds and are regarded as having predominantly speculative characteristics with respect to the issuers capacity to pay interest and
repay principal. In the event that a security receives different ratings from different NRSROs, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.
If a fixed income security is considered investment grade at the time of investment and is subsequently downgraded below that rating, the Fund will not be required to
dispose of the security. If as a result of downgrades, the Funds holdings of below investment grade fixed income securities rises above 35% of the Funds managed assets, the Fund would, under normal circumstances, be restricted from
investing in any additional below investment grade securities until the Fund otherwise reduced its holdings below the 35% cap. With respect to securities that are downgraded, Western Asset will consider what action, including the sale of the
security, is in the best interests of the Fund and its stockholders.
The Fund may invest up to 20% of its managed assets in government debt securities, including
those of emerging market issuers or of other non-U.S. issuers.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Summary of information regarding the Fund (unaudited) (contd)
The Fund may invest up to 20% of its managed assets in mortgage-backed and asset-backed securities.
The Fund may invest up to 20% of its managed assets in securities that, at the time of investment, are considered illiquid. Illiquid securities are
securities which cannot be sold within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities.
The
Fund may enter into various interest rate transactions, such as interest rate swaps and the purchase or sale of interest rate caps and floors. The Fund may enter into, among other things, fixed-for-floating rate swaps in the same currency, fixed-for-floating rate swaps in different currencies, floating-for-floating rate swaps in the same currency, floating-for-floating rate swaps in
different currencies, or fixed-for-fixed rate swaps in different currencies. The Fund may enter into total return swaps. The Fund may enter into these transactions to
hedge the value of the Funds portfolio to seek to increase its return, to preserve a return or spread on a particular investment or portion of its portfolio, or for investment purposes.
The Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer and the bank or broker-dealer agrees to repurchase the
security at the Funds cost plus interest within a specified time. The Fund may also enter into reverse repurchase agreements, under which the Fund will effectively pledge its assets as collateral to secure a short-term loan.
The Fund may lend its portfolio securities so long as the terms and the structure of such loans are not inconsistent with the requirements of the 1940 Act.
Principal Risk Factors
The Fund is a non-diversified, limited term, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to
be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Your Common Stock at any point in time may be worth less than you invested,
even after taking into account the reinvestment of Fund dividends and distributions.
Investment and Market Risk. An investment in the Fund is subject to
investment risk, including the possible loss of the entire amount that you invest. Your investment in the Common Stock represents an indirect investment in the fixed income securities and other investments owned by the Fund, most of which could be
purchased directly. The value of the Funds portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your Common Stock may be worth less than your original investment, even after taking into account
the reinvestment of Fund dividends and distributions.
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Fixed Income Securities Risk. Under normal
market conditions, the Fund will invest at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed income securities of varying maturities. In addition to the risks described elsewhere in this section with respect to
valuations and liquidity, fixed income securities, including high-yield securities, are also subject to certain risks, including:
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Issuer Risk. The value of fixed income securities may decline for a number of reasons that directly relate to the
issuer, such as management performance, financial leverage and reduced demand for the issuers goods and services. |
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Interest Rate Risk. The market price of the Funds investments will change in response to changes in interest
rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The
magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Fluctuations in the market price of the Funds securities will not affect interest income derived from
securities already owned by the Fund, but will be reflected in the Funds net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing
the interest rate sensitivity of the portfolio and decreasing the Funds exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful. |
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Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to
prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Funds income and distributions to stockholders. This is known as
prepayment or call risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed
conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. |
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Reinvestment Risk. Reinvestment risk is the risk that income from the Funds portfolio will decline if and when
the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolios current earnings rate. A decline in income could affect the Funds Common Stock price, its
distributions or its overall return. |
Credit Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial
contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Summary of information regarding the Fund (unaudited) (contd)
your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of
rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected
by a default, downgrade or perceived decline in creditworthiness.
Below Investment Grade (High Yield or Junk Bond) Securities Risk. The Fund may invest up to
35% of its managed assets in fixed income securities of below investment grade quality. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of
interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse
events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.
Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more
rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of
industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are
traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S.
companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Funds investments in foreign securities may be subject to the risk of
nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition,
there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special
U.S. tax considerations may apply.
The risks of foreign investment are greater for investments in emerging markets. The Fund considers a country to be an emerging
market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income.
Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading
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volumes may result in a lack of liquidity and in
price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will.
An investment in emerging market securities should be considered speculative.
Currency Risk. The value of investments in securities denominated in foreign
currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can
be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge
its foreign currency exposure.
Leverage Risk. The Fund may utilize leverage in an amount up to 33 1/3% of the Funds managed assets. The value of your
investment may be more volatile if the fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the funds portfolio. Other risks described in the Prospectus also will be compounded because leverage generally
magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations
created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the funds assets. In addition, the funds
portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the funds assets declines between the time a redemption request is deemed to be received by the fund and the time
the fund liquidates assets to meet redemption requests.
Reverse Repurchase Agreements Risk. The Funds use of reverse repurchase agreements involves
many of the same risks involved in the Funds use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the
reverse repurchase agreement may decline below the price of the securities that the Fund has sold but remains obligated to repurchase. In addition, there is a risk that the market value of the securities retained by the Fund may decline. If the
buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the risk of loss to the
extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Funds net asset value
will decline, and, in some cases, the Fund may be worse off than if it had not used such instruments.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Summary of information regarding the Fund (unaudited) (contd)
Repurchase Agreements Risk. Subject to its investment objective and policies, the Fund may invest in repurchase agreements for leverage or investment purposes.
Repurchase agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities
back to the institution at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default
of a seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Fund seeks
to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. While repurchase agreements involve certain risks not associated with direct
investments in debt securities, the Fund follows procedures approved by the Funds Board of Directors that are designed to minimize such risks. These procedures include effecting repurchase transactions only with large, well-capitalized and
well-established financial institutions whose financial condition will be continually monitored by Western Asset. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the
repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund generally will seek to liquidate such collateral. However, the exercise of the
Funds right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.
Derivatives Risk. The Fund may utilize a variety of derivative instruments such as options, floors, caps and collars, futures contracts, forward contracts,
options on futures contracts and indexed securities. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the
Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or
price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the
derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying
security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing
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derivatives markets, including mandatory clearing of
certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect
their performance or disrupt markets.
Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the
1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule
18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions
and to adopt and implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may
limit the Funds ability to use derivatives as part of its investment strategy.
Credit default swap contracts involve heightened risks and may result in losses
to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap
and the counterparty to the swap.
Liquidity Risk. The Fund may invest up to 20% of its managed assets in illiquid securities. The term illiquid
securities for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. Liquidity risk exists when particular
investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing
markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.
Management Risk.
The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset and each individual portfolio manager may not be successful in selecting the best performing securities or investment techniques, and
the Funds performance may lag behind that of similar funds.
Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including
fixed income securities, have experienced periods of extreme illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant
valuation uncertainties in a variety of debt securities, including certain fixed income securities. These conditions
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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Summary of information regarding the Fund (unaudited) (contd)
resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities
remaining illiquid and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Funds books. Sales of large
blocks of securities by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Funds securities uncertain and/or
result in sudden and significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Shares.
LIBOR Risk. The Funds investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or
LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (FCA) announced its intention to cease compelling banks to provide the
quotations needed to sustain LIBOR after 2021. ICE Benchmark Administration, the administrator of LIBOR, ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of a majority of
U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into beginning in 2022. Actions by regulators
have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. Various financial industry groups have been planning for the transition away from LIBOR, but there remains uncertainty regarding the nature of any
replacement rate and the impact of the transition from LIBOR on the Funds transactions and the financial markets generally. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that rely on LIBOR and may
adversely affect the Funds performance. The transition may also result in a reduction in the value of certain LIBOR-based investments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the
transition away from LIBOR, as well as other unforeseen effects, could result in losses for the Fund. Since the usefulness of LIBOR as a benchmark could also deteriorate during the transition period, effects could occur at any time.
Government Intervention in Financial Markets Risk. The instability in the financial markets has led the U.S. government and foreign governments to take a number
of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. U.S. federal and state governments and foreign
governments, their regulatory agencies or self regulatory organizations may take additional actions that affect the regulation of the securities in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Issuers of
corporate fixed income securities might seek protection under the
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bankruptcy laws. Legislation or regulation may also
change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Funds ability to achieve its investment objectives. Western Asset will monitor developments and seek to manage the Funds
portfolio in a manner consistent with achieving the Funds investment objectives, but there can be no assurance that it will be successful in doing so.
Limited Term Risk. Unless the termination date is amended by stockholders in accordance with the Articles, the Fund will be terminated on or about
December 2, 2024. The Fund does not seek to return $20 per share upon termination. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would
not, including at times when market conditions are not favorable, which may cause the Fund to lose money. As the Fund approaches its termination date, the portfolio composition of the Fund may change, which may cause the Funds returns to
decrease and the market price of the Common Stock to fall. Rather than reinvesting the proceeds of its securities, the Fund may distribute the proceeds in one or more liquidating distributions prior to the final liquidation, which may cause the
Funds fixed expenses to increase when expressed as a percentage of net assets attributable to Common Stock, or the Fund may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely
affect the performance of the Fund. Upon its termination, the Fund will distribute substantially all of its net assets to stockholders which may be more than, equal to or less than $20 per share. In addition, other provisions of the Articles may
permit the Fund (with stockholder approval) to take certain actions that could have the effect of changing the termination date, such as through merger, consolidation or liquidation.
Asset-Backed, Mortgage-Backed or Mortgage-Related Securities Risk. To the extent the Fund invests significantly in asset-backed, mortgage-backed or
mortgage-related securities, its exposure to prepayment and extension risks may be greater than other investments in fixed income securities. Mortgage derivatives held by the Fund may have especially volatile prices and may have a disproportionate
effect on the Funds share price. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment
riskthe risk that borrowers may pay off their mortgages sooner than expected, particularly when interest rates decline. This can reduce the Funds returns because the Fund may have to reinvest that money at lower prevailing interest
rates. The Funds investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities.
Market
Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the
Funds net asset value could decrease as a result of its
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Summary of information regarding the Fund (unaudited) (contd)
investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following completion of this offering.
Whether investors will realize gains or losses upon the sale of the Common Stock will depend not upon the Funds net asset value but upon whether the market price of the Common Stock at the time of sale is above or below the investors
purchase price for the Common Stock.
Because the market price of the Common Stock will be determined by factors such as relative supply of and demand for the Common
Stock in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the Common Stock will trade at, above or below net asset value or at, above or below the initial public
offering price. The Funds Common Stock is designed primarily for long term investors and you should not view the Fund as a vehicle for trading purposes.
Non-Diversification Risk. The Fund is classified as non-diversified under the 1940 Act. As a result, it can invest a greater portion of its assets in
obligations of a single issuer than a diversified fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. See The
Funds Investments. The Fund intends to qualify for the special tax treatment available to regulated investment companies under Subchapter M of the Code, and thus intends to satisfy the diversification requirements of
Subchapter M, including the less stringent diversification requirement that applies to the percent of its total assets that are represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated
investment companies and certain other securities.
U.S. Government Debt Securities Risk. Although the U.S. government guarantees principal and interest
payments on securities issued by the U.S. government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these
securities.
Non-U.S. Government Debt Securities Risk. The Fund intends to invest in
Non-U.S. government debt securities. The ability of a government issuer, especially in an emerging market country, to make timely and complete payments on its debt obligations will be strongly influenced by
the government issuers balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a
few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than
U.S. dollars, its ability to make debt payments denominated in U.S. dollars could be adversely affected. If a government issuer cannot generate sufficient earnings from foreign trade to service its
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external debt, it may need to depend on continuing
loans and aid from foreign governments, commercial banks, and multinational organizations. There are no bankruptcy proceedings similar to those in the United States by which defaulted Non-U.S. government debt
may be collected. Additional factors that may influence a government issuers ability or willingness to service debt include, but are not limited to, a countrys cash flow situation, the availability of sufficient foreign exchange on the
date a payment is due, the relative size of its debt service burden to the economy as a whole, and the issuers policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international
agencies to which a government debtor may be subject.
Senior Loans Risk. The Fund may invest in Senior Loans issued by banks, other financial institutions,
and other investors to corporations, partnerships, limited liability companies and other entities to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings and, to a lesser extent, for general
operating and other purposes. An investment in Senior Loans involves risk that the borrowers under Senior Loans may default on their obligations to pay principal or interest when due. In the event a borrower fails to pay scheduled interest or
principal payments on a Senior Loan held by the Fund, the Fund will experience a reduction in its income and a decline in the market value of the Senior Loan, which will likely reduce dividends and lead to a decline in the net asset value of the
Fund. If the Fund acquires a Senior Loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect to that lender.
The Fund will generally invest in Senior Loans that are secured with specific collateral. However, there can be no assurance that liquidation of collateral would satisfy
the borrowers obligation in the event of non-payment or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund could experience delays and limitations on
its ability to realize the benefits of the collateral securing the Senior Loan. Senior Loans are typically structured as floating rate instruments in which the interest rate payable on the obligation fluctuates with interest rate changes. As a
result, the yield on Senior Loans will generally decline in a falling interest rate environment causing the Fund to experience a reduction in the income it receives from a Senior Loan. Senior Loans are generally below investment grade quality and
may be unrated at the time of investment; are generally not registered with the SEC or state securities commissions; and are generally not listed on any securities exchange. In addition, the amount of public information available on Senior Loans is
generally less extensive than that available for other types of assets.
Second Lien Loans Risk. Second Lien Loans generally are subject to similar risks as
those associated with investments in Senior Loans. Because Second Lien Loans are subordinated or unsecured and thus lower in priority of payment to Senior Loans, they are subject to the
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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77 |
Summary of information regarding the Fund (unaudited) (contd)
additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to
the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Second Lien Loans generally have greater price volatility
than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien Loans, which would create greater credit risk exposure for the holders of such loans. Second Lien Loans
share the same risks as other below investment grade securities.
Loan Participations and Assignments Risk. The Fund may invest in participations in loans or
assignments of all or a portion of loans from third parties. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any
rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund may be subject to the
credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. Certain participations may be structured in a manner designed to avoid purchasers of participations being subject to the credit risk of the lender with respect to the
participation, but even under such a structure, in the event of the lenders insolvency, the lenders servicing of the participation may be delayed and the assignability of the participation impaired. The Fund will acquire participations
only if the lender interpositioned between the Fund and the borrower is determined by Western Asset to be creditworthy.
Common Stock Risk. The Fund may
invest in common stocks and may hold common stocks which result from a corporate restructuring or stock conversion. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. In
addition, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the prices of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons
including changes in investors perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occur. In addition, common stock prices may be
particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The value of the common stocks in which the Fund may invest will be affected by changes in the stock markets generally, which may be the
result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. The common stocks of smaller companies are
more sensitive to these changes than those of larger companies.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Common stock risk will affect the Funds net
asset value per share, which will fluctuate as the value of the securities held by the Fund change.
Preferred Stock Risk. The Fund may invest in preferred
stock. Preferred stocks are unique securities that combine some of the characteristics of both common stocks and bonds. Preferred stocks generally pay a fixed rate of return and are sold on the basis of current yield, like bonds. However, because
they are equity securities, preferred stock provides equity ownership of a company, and the income is paid in the form of dividends. Preferred stocks typically have a yield advantage over common stocks as well as comparably-rated fixed income
investments. Preferred stocks are typically subordinated to bonds and other debt instruments in a companys capital structure, in terms of priority to corporate income, and therefore will be subject to greater credit risk than those debt
instruments. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuers board of directors. Preferred stocks also may be subject to optional or mandatory redemption provisions. Certain of
the preferred stocks in which the Fund may invest may be convertible preferred stocks.
Convertible Securities Risk. The Fund may invest in convertible
securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a
particular period of time at a specified price or formula. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher
yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. Similar to traditional fixed income securities, the market values of convertible securities tend to decline as interest
rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of
the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. The
credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value. Convertible securities rank senior to common stock in a corporations capital structure but are usually subordinated to
comparable nonconvertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible securitys governing instrument.
Short Sales Risk. To the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to risks associated with
selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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79 |
Summary of information regarding the Fund (unaudited) (contd)
does not own. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus
resulting in a loss to the Fund. The Fund may engage in short sales where it does not own or have the right to acquire the security sold short at no additional cost. The Funds loss on a short sale theoretically could be unlimited in a case
where the Fund is unable, for whatever reason, to close out its short position. In addition, the Funds short selling strategies may limit its ability to benefit from increases in the markets. If the Fund engages in short sales, it will
segregate liquid assets, enter into offsetting transactions or own positions covering its obligations; however, such segregation and cover requirements will not limit or offset losses on related positions. Short selling also involves a form of
financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.
Risk of Short Economic Exposure Through Derivatives. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk
management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to the risk that it will be obligated to make payments to its
counterparty if the underlying asset appreciates in value, thus resulting in a loss to the Fund. The Funds loss on a short position using derivatives theoretically could be unlimited.
Counterparty Risk. Changes in the credit quality of the companies that serve as the Funds counterparties with respect to derivatives or other transactions
supported by another partys credit will affect the value of those instruments. Certain entities that have served as counterparties in the markets for these transactions have recently incurred significant financial hardships including
bankruptcy and losses as a result of exposure to sub-prime mortgages and other lower quality credit investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. If a
counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy
or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.
Structured Notes and Related
Instruments Risk. The Fund may invest in structured notes and other related instruments, which are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark
asset, market or interest rate (an embedded index), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets, such as indexes reflecting bonds. Structured
instruments may be issued by corporations, including banks, as well as by governmental agencies. Structured instruments frequently are assembled in the form of medium-term notes, but a variety of forms are
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80 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
available and may be used in particular
circumstances. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below zero) to reflect changes in the embedded index while the
structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including the volatility of the embedded index and the effect of
changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index(es) or other asset(s).
Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss.
Inflation/Deflation Risk. Inflation
risk is the risk that the value of certain assets or income from the Funds investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on
the Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Funds use of leverage would likely increase, which would tend to further reduce returns to
stockholders. Deflation risk is the risk that prices throughout the economy decline over timethe opposite of inflation. Deflation may have an adverse affect on the creditworthiness of issuers and may make issuer defaults more likely, which may
result in a decline in the value of the Funds portfolio.
When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed income
securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the
future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to
their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can involve the additional risk
that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.
Portfolio
Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of
increased dealer spreads and other transactional costs, which may have an adverse impact on the Funds performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when
distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Funds current and accumulated
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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81 |
Summary of information regarding the Fund (unaudited) (contd)
earnings and profits, resulting in a greater portion of the Funds distributions being treated as a dividend to the Funds stockholders. The portfolio turnover
rate of the Fund will vary from year to year, as well as within a given year.
Temporary Defensive Strategies Risk. When Western Asset anticipates unusual
market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; other
investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed income securities that Western
Asset considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objectives.
Anti-Takeover
Provisions Risk. The Funds Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Funds ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell
their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to
cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.
Market Events Risk. The market values of securities or
other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central
banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other
asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, natural disasters and other circumstances in one
country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity
of the Funds investments may be negatively affected.
The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some
cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions
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82 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
to supply chains, consumer demand and employee
availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the
COVID-19 pandemic may result in a sustained economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased
volatility and/or decreased liquidity in the securities markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. Certain risks, such as interest rate
risk, credit risk, liquidity risk and counterparty risk, may be heightened as a result of such market events. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to
support local and global economies and the financial markets in response to the COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the
economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19 pandemic could adversely affect the value and liquidity of the Funds investments and negatively impact the Funds performance. In addition, the outbreak of
COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.
Rating Agency Risk. Credit ratings are issued by rating agencies which are private services that provide ratings of the credit quality of debt obligations,
including convertible securities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks or the liquidity of securities. Rating agencies may fail to make timely changes in credit ratings and
an issuers current financial condition may be better or worse than a rating indicates. In addition, in recent years there have been instances in which the initial rating assigned by a rating agency to a security failed to take account of
adverse economic developments which subsequently occurred, leading to losses that were not anticipated based on the initial rating. To the extent that the issuer of a security pays a rating agency for the analysis of its security, an inherent
conflict of interest may exist that could affect the reliability of the rating. The ratings of a debt security may change over time. As a result, debt instruments held by the Fund could receive a higher rating or a lower rating during the period in
which they are held. The Fund will not necessarily sell a security when its rating is reduced below its rating at the time of purchase.
Managed Distribution
Risk. Under a managed distribution policy, the Fund would intend to make monthly distributions to stockholders at a fixed rate per share of Common Stock or a fixed percentage of net asset value that may include periodic distributions of
long-term capital gains. Under a managed distribution policy, if, for any monthly distribution, ordinary income (that is, net investment income and any net short-term capital gain) and net realized capital gains were less than the amount of the
distribution, the difference would be
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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83 |
Summary of information regarding the Fund (unaudited) (contd)
distributed from the Funds previously accumulated earnings and profits or cash generated from the sale of Fund assets. If, for any fiscal year, the total
distributions exceeded ordinary income and net realized capital gains (the Excess), the Excess would decrease the Funds total assets and, as a result, would have the likely effect of increasing the Funds expense ratio. There
is a risk that the Fund would not eventually realize capital gains in an amount corresponding to a distribution of the Excess. In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a
time when independent investment judgment might not dictate such action. If the Fund were to issue senior securities and not be in compliance with the asset coverage requirements of the 1940 Act, the Fund would be required to suspend the managed
distribution policy. Pursuant to the requirements of the 1940 Act and other applicable laws, a notice will accompany each monthly distribution disclosing the sources of the distribution.
Operational Risk. The valuation of the Funds investments may be negatively impacted because of the operational risks arising from factors such as processing
errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all
of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
Cybersecurity Risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or
proprietary information, cause the Fund, the Funds manager and subadvisers and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing, redeeming or
exchanging shares or receiving distributions. The Fund, manager and subadvisers have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited
indemnification obligations to the Fund or the manager. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigage future cybersecurity
incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.
More Information
For a complete list of the
Funds fundamental investment restrictions and more detailed descriptions of the Funds investment policies, strategies and risks, see the Funds registration statement on Form N-2 that was
declared effective by the SEC on November 23, 2009. The Funds fundamental investment restrictions may not be changed
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84 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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85 |
Dividend reinvestment plan (unaudited)
Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return
of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the Plan Agent), in additional shares of Common Stock under the Funds Dividend
Reinvestment Plan (the Plan). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust
Company, N.A., as dividend paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the
immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the
net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of
trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day
following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except
when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common
Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the
Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day
prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by the Plan Agent
in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out)
by notifying the Plan Agent in writing at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at
1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business
days prior to any dividend or distribution record date;
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86 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
otherwise such withdrawal will be effective as soon
as practicable after the Plan Agents investment of the most recently declared dividend or distribution on the Common Stock.
Plan participants who sell their
shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for
reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions
will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for
lowering the average cost per share over time if the Funds net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors
will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of
Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund
for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan
Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at P.O. Box 43006, Providence, RI 02940-3078 or by calling the Plan Agent at 1-888-888-0151.
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
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87 |
Important tax information (unaudited)
By mid-February, tax information related to a shareholders proportionate share of distributions paid during the preceding
calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax
advisors for further information on the treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to
shareholders with respect to income earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently
determined to be different, the maximum allowable amounts, for the fiscal year ended October 31, 2022:
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Pursuant to: |
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Amount Reported |
|
Income Eligible for Dividends Received Deduction (DRD) |
|
§ |
854(b)(1)(A) |
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$ |
92,743 |
|
Qualified Dividend Income Earned (QDI) |
|
§ |
854(b)(1)(B) |
|
|
$ |
92,743 |
|
Qualified Net Interest Income (QII) |
|
§ |
871(k)(1)(C) |
|
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$ |
6,279,422 |
|
Section 163(j) Interest Earned |
|
§ |
163(j) |
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|
$ |
19,651,118 |
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88 |
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Western Asset Global Corporate Defined Opportunity Fund Inc. |
Western Asset
Global Corporate Defined Opportunity Fund Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson*
Eileen A. Kamerick
Nisha Kumar
Jane Trust
Chairman
Officers
Jane Trust
President and Chief Executive Officer
Christopher Berarducci
Treasurer and Principal Financial Officer
Fred Jensen
Chief Compliance Officer
George P. Hoyt
Secretary and Chief Legal Officer
Thomas C. Mandia**
Senior Vice President
Jeanne M. Kelly
Senior Vice President
Western Asset Global Corporate Defined
Opportunity Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadvisers
Western Asset Management Company, LLC
Western Asset Management Company
Limited
Western Asset Management Company Ltd Western Asset Management Company Pte. Ltd.
Custodian
The Bank of New York Mellon
Transfer agent
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher & Bartlett
LLP
900 G Street NW
Washington, DC 20001
New York Stock Exchange Symbol
GDO
* |
Mr. Hutchinson served as a Director until his passing on October 28, 2022. |
** |
Effective February 10, 2022, Mr. Mandia became a Senior Vice President. |
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very
Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and
data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include the Western Asset Money Market Funds sold by the Funds distributor, Franklin Distributors, LLC, as well as Legg
Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited
to:
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Personal information included on applications or other forms; |
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Account balances, transactions, and mutual fund holdings and positions; |
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Bank account information, legal documents, and identity verification documentation; and |
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Online account access user IDs, passwords, security challenge question responses. |
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, unless you have authorized the
Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law.
The Funds may disclose information about you to:
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Employees, agents, and affiliates on a need to know basis to enable the Funds to conduct ordinary business or
to comply with obligations to government regulators; |
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Service providers, including the Funds affiliates, who assist the Funds as part of the ordinary course of business
(such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds behalf, including companies that may perform statistical analysis, market research and marketing services solely
for the Funds; |
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Permit access to transfer, whether in the United States or countries outside of the United States to such Funds
employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
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The Funds representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary
business, or to comply with obligations to government regulators; |
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Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
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NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (contd)
Except as otherwise permitted by applicable law, companies acting on the Funds behalf,
including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to
perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or
required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to
disclose your nonpublic personal information to third parties. While it is the Funds practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain
unchanged.
Keeping You Informed of the Funds Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time, they will
notify you promptly if this privacy policy changes.
The Funds Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds internal data
security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them,
and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented
to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is
incomplete, not accurate or not current, if you have questions about the Funds privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by
clicking on the Contact Us section of the Funds website at www.franklintempleton.com, or contact the Funds at
1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds.
Revised
October 2022
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NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (contd)
Legg Mason California Consumer Privacy Act Policy
Although much of the personal information we collect is nonpublic personal information subject to federal law, residents of California may, in certain
circumstances, have additional rights under the California Consumer Privacy Act (CCPA). For example, if you are a broker, dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s)
or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined
by the CCPA).
In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces
of personal information we have collected about you.
You also have the right to request the deletion of the personal information collected or maintained by the
Funds.
If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth
below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described
below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.
We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request
on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other
applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if
suitable and appropriate proof is not provided.
For the 12-month period prior to the date of this Privacy Policy, the Legg
Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.
Contact Information
Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202
Email: DataProtectionOfficer@franklintempleton.com
Phone: 1-800-396-4748
Revised October 2022
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NOT PART OF THE ANNUAL REPORT |
Western Asset Global Corporate Defined Opportunity Fund Inc.
Western Asset Global Corporate Defined Opportunity Fund Inc.
620 Eighth Avenue
47th Floor
New York, NY 10018
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market
prices, shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first
and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Funds Forms N-PORT are available on the SECs website at www.sec.gov.
To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th
of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SECs website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templetons website,
which can be accessed at www.franklintempleton.com. Any reference to Franklin Templetons website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate
Franklin Templetons website in this report.
This report is transmitted to the shareholders of Western Asset Global Corporate Defined Opportunity Fund Inc. for
their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare Inc.
P.O. Box 43006
Providence, RI 02940-3078
WASX013050 12/22 SR22-4560
ITEM 7. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES. |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
BACKGROUND
An investment adviser is
required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule
206(4)-6 under the Investment Advisers Act of 1940 (Advisers Act). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents.
In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of
Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and
procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers
Act of 1940 (Advisers Act). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been
expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western
Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than
Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
Procedures
Responsibility and Oversight
The Western
Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (Corporate Actions).
Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment
Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or
if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of
record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that
the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received
and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are
received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
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Proxies are reviewed to determine accounts impacted. |
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Impacted accounts are checked to confirm Western Asset voting authority. |
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Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See
conflicts of interest section of these procedures for further information on determining material conflicts of interest.) |
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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 clients 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. |
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Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio
manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines
contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their
decision is documented and maintained by the Legal and Compliance Department. |
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Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e)
and returns the voted proxy as indicated in the proxy materials. |
Timing
Western Assets Legal and Compliance Department 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 Rule 204-2 of the Advisers Act and ERISA
DOL Bulletin 94-2. These records include:
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A copy of Western Assets proxy voting policies and procedures. |
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Copies of proxy statements received with respect to securities in client accounts. |
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A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
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Each written client request for proxy voting records and Western Assets written response to both verbal and
written client requests. |
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2. |
Exchange ticker symbol of the issuers shares to be voted; |
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3. |
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be
voted; |
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4. |
A brief identification of the matter voted on; |
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5. |
Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
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6. |
Whether a vote was cast on the matter; |
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7. |
A record of how the vote was cast; and |
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8. |
Whether the vote was cast for or against the recommendation of the issuers management team.
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Records are maintained in an easily accessible place for a period of not less than five years with the first two years
in Western Assets offices.
Disclosure
Western Assets proxy policies and procedures are described in the firms Part 2A of Form ADV. Clients are provided with a copy of
these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of
Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed
include, but are not limited to:
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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; |
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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 |
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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 Assets substantive voting decisions are based 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.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may
invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved
in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes
on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
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 companys 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:
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1. |
Matters relating to the Board of Directors |
Western Asset votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters
relating to the board of directors with the following exceptions:
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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. |
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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. |
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c. |
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings
without valid reasons for absences. |
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d. |
Votes are cast on a
case-by-case basis in contested elections of directors. |
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2. |
Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a companys long-term performance. Votes are
cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
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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. |
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b. |
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater
options. |
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c. |
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the
stocks current market price. |
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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. |
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3. |
Matters relating to Capitalization |
The management of a companys 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 companys capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
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a. |
Western Asset votes for proposals relating to the authorization of additional common stock.
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b. |
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
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c. |
Western Asset votes for proposals authorizing share repurchase programs. |
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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.
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5. |
Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
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a. |
Western Asset votes on a
case-by-case basis on proposals to ratify or approve shareholder rights plans. |
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b. |
Western Asset votes on a
case-by-case basis on proposals to adopt fair price provisions. |
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6. |
Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying
the appointment of auditors and procedural matters relating to the shareholder meeting.
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a. |
Western Asset votes on a
case-by-case basis on proposals to amend a companys charter or bylaws. |
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b. |
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
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7. |
Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to
Environmental, Social and Governance matters. What qualifies as material can vary, so votes are cast on a case by case basis but consistent with the overarching principle.
II. |
Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
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1. |
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
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2. |
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting
guidelines for board-approved proposals. |
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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. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that
seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
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.
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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. |
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2. |
Western Asset votes on a
case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter
investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
IV. |
Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers i.e.
issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate
governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
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1. |
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of
management. |
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2. |
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit
and compensation committees. |
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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. |
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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 companys outstanding common stock where shareholders do not
have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where shareholders have preemptive rights. |
V. |
Environmental, Social and Governance Matters |
Western Asset considers ESG matters as part of the overall investment process. The Firm seeks to identify and consider material risks to the
investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to
Environmental, Social and Governance matters. What qualifies as material can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria
may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value
for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.
Targeted environmental
or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed
more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
Western
Assets engagement process is aligned with the principles of the United Nations Global Compact (UNGC) and engages with issuers on the principles enshrined within it. Some of these issues include, but are not restricted to, Climate Risk and
Environmental Management, Diversity and Development of Talent, Human Rights and Supply Chain Management, Product Safety and Security, Transparency in Reporting and Governance and Corporate Management As such, Western Asset seeks to integrate ESG
principles into investment analysis where applicable and consistent with the Firms fiduciary duties. Although bondholders possess very different legal rights than shareholders, Western Asset believes it can impact ESG practices given its role
in determining issuers cost of debt capital. By reinforcing the linkage between ESG practices and the cost of capital in meetings with issues, Western Asset seeks to guide issuers to improve their behavior around material ESG issues. Proxy
voting practices reflect these priorities.
Situations can arise in which different clients and strategies have explicit ESG objectives
beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firms fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts
and circumstances of each proposal.
Retirement Accounts
For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for
the client. The Department of Labor (DOL) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically
reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.
In order to comply with the DOLs position, Western Asset will be presumed to have the
obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western
Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with
any proxy voting guidelines provided by the client.
Western Asset Management Company Limited
Proxy Voting and Corporate Actions Policy
NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is
monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we
believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940
(Advisers Act). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly
precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western
Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
RESPONSIBILITY AND OVERSIGHT
The Western
Asset Legal and Compliance Department (Compliance Department) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support
(Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
CLIENT AUTHORITY
The Investment
Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or
if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
PROXY GATHERING
Registered owners of
record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that
the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received
and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
PROXY VOTING
Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the
following actions:
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Proxies are reviewed to determine accounts impacted. |
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Impacted accounts are checked to confirm Western Asset voting authority. |
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Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See
conflicts of interest section of these procedures for further information on determining material conflicts of interest.) |
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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 clients 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. |
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Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio
manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines
contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their
decision is documented and maintained by the Legal and Compliance Department. |
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Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e)
and returns the voted proxy as indicated in the proxy materials. |
TIMING
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted
above can be completed before the applicable deadline for returning proxy votes.
RECORDKEEPING
Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and
ERISA DOL Bulletin 94-2. These records include:
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A copy of Western Assets policies and procedures. |
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Copies of proxy statements received regarding client securities. |
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A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
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Each written client request for proxy voting records and Western Assets written response to both verbal and
written client requests. |
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Exchange ticker symbol of the issuers shares to be voted; |
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Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
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A brief identification of the matter voted on; |
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Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
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Whether a vote was cast on the matter; |
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A record of how the vote was cast; and |
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Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
DISCLOSURE
Western Assets proxy policies are described in the firms Part 2A of Form ADV. Clients will be provided a copy of these policies and
procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
CONFLICT OF INTEREST
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not
limited to:
|
|
|
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets
for the company or an employee group of the company or otherwise has an interest in the company; |
|
|
|
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible
for recommending the proxy vote (together, Voting Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a
proxy contest; and |
|
|
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the
outcome of the matter before shareholders. |
VOTING GUIDELINES
Western Assets 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 companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV
addresses unique considerations pertaining to foreign issuers.
BOARD APPROVAL PROPOSALS
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and
recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More
specific guidelines related to certain board-approved proposals are as follows:
Matters relating to the Board of Directors Western Asset
votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
|
|
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent
directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
|
|
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who
has received compensation from the company other than for service as a director. |
|
|
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without
valid reasons for absences. |
|
|
|
Votes are cast on a case-by-case
basis in contested elections of directors. |
Matters relating to Executive Compensation Western Asset generally favors
compensation programs that relate executive compensation to a companys long-term performance. Votes are cast on a case-by- case basis on board-approved proposals
relating to executive compensation, except as follows:
|
|
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
stock option plans that will result in a minimal annual dilution. |
|
|
|
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater
options. |
|
|
|
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the
stocks current market price. |
|
|
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
Matters relating to Capitalization The management of a companys 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 companys capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
|
|
|
Western Asset votes for proposals relating to the authorization of additional common stock;
|
|
|
|
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits); |
|
|
|
Western Asset votes for proposals authorizing share repurchase programs; |
|
|
|
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions; |
|
|
|
Western Asset votes these issues on a
case-by-case basis on board-approved transactions; |
Matters relating to Anti-Takeover Measures Western Asset votes against board-approved proposals to adopt anti-takeover measures except as
follows:
|
|
|
Western Asset votes on a
case-by-case basis on proposals to ratify or approve shareholder rights plans; |
|
|
|
Western Asset votes on a
case-by-case basis on proposals to adopt fair price provisions. |
Other Business Matters Western Asset votes for board-approved proposals approving such routine business matters such as changing the
companys name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
|
|
|
Western Asset votes on a
case-by-case basis on proposals to amend a companys charter or bylaws; |
|
|
|
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
|
SHAREHOLDER PROPOSALS
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
|
|
|
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans;
|
|
|
|
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting
guidelines for board-approved proposals; |
|
|
|
Western Asset votes on a
case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
VOTING SHARES OF INVESTMENT COMPANIES
Western Asset may utilize shares of open or closed-end investment companies to implement its investment
strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
|
|
|
Western Asset votes on a
case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the
role the fund plays in the clients portfolios; |
|
|
|
Western Asset votes on a
case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter
investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
VOTING SHARES OF FOREIGN ISSUERS
In the event Western Asset is required to vote on securities held in non-U.S. issuers i.e.
issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate
governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
|
|
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of
management; |
|
|
|
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and
compensation committees; |
|
|
|
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those
established under U.S. federal law and the listing requirements of U.S. stock exchanges and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated; |
|
|
|
Western Asset votes on a
case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not
have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where shareholders have preemptive rights. |
RETIREMENT ACCOUNTS
For accounts subject
to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (DOL) has issued a bulletin that states that investment managers have the
responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary.
Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment
manager.
In order to comply with the DOLs position, Western Asset will be presumed to have the obligation to vote proxies for its
Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting
proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines
provided by the client.
CORPORATE ACTIONS
Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client
accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to
any such corporate actions.
Western Asset Management Company Ltd (WAMJ) Proxy Voting Policies and Procedures
POLICY
As a fixed income only
manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, WAMJ will
not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURE
Responsibility and Oversight
The WAMJ Legal and Compliance Department (Compliance Department) is responsible for administering and overseeing the proxy voting
process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions on
each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting
instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority, WAMJ will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting
authority.
Proxy Gathering
Registered
owners of record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if WAMJ becomes aware
that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials
received and reminded of their responsibility to forward all proxy materials on a timely basis. If WAMJ personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received
by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
|
a. |
Proxies are reviewed to determine accounts impacted. |
|
b. |
Impacted accounts are checked to confirm WAMJ voting authority. |
|
c. |
Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest.
(See conflicts of interest section of these procedures for further information on determining material conflicts of interest.) |
|
d. |
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by
applicable law, the client is promptly notified, the conflict is disclosed and WAMJ obtains the clients proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the
client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle), WAMJ seeks voting instructions from an independent third party. |
|
e. |
Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio
manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines
contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, WAMJ may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their decision
is documented and maintained by the Legal and Compliance Department. |
|
f. |
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e)
and returns the voted proxy as indicated in the proxy materials. |
Timing
WAMJ personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be
completed before the applicable deadline for returning proxy votes.
Recordkeeping
WAMJ maintains records of proxies. These records include:
|
a. |
A copy of WAMJs policies and procedures. |
|
b. |
Copies of proxy statements received regarding client securities. |
|
c. |
A copy of any document created by WAMJ that was material to making a decision how to vote proxies.
|
|
d. |
Each written client request for proxy voting records and WAMJs written response to both verbal and
written client requests. |
|
e. |
A proxy log including: |
|
2. |
Exchange ticker symbol of the issuers shares to be voted; |
|
3. |
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be
voted; |
|
4. |
A brief identification of the matter voted on; |
|
5. |
Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
|
6. |
Whether a vote was cast on the matter; |
|
7. |
A record of how the vote was cast; and |
|
8. |
Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in WAMJs offices.
Disclosure
WAMJs proxy policies are
described in the firms Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed
by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
|
1. |
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets
for the company or an employee group of the company or otherwise has an interest in the company; |
|
2. |
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible
for recommending the proxy vote (together, Voting Persons) is a close relative of or has a |
|
personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
|
3. |
Whether there is any other business or personal relationship where a Voting Person has a personal interest in
the outcome of the matter before shareholders. |
Voting Guidelines
WAMJs 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 companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV
addresses unique considerations pertaining to foreign issuers.
|
1b. |
Board Approved Proposals |
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and
recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific
guidelines related to certain board-approved proposals are as follows:
|
1. |
Matters relating to the Board of Directors |
WAMJ votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to
the board of directors with the following exceptions:
|
a. |
Votes are withheld for the entire board of directors if the board does not have a majority of independent
directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
|
b. |
Votes are withheld for any nominee for director who is considered an independent director by the company and
who has received compensation from the company other than for service as a director. |
|
c. |
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings
without valid reasons for absences. |
|
d. |
Votes are cast on a
case-by-case basis in contested elections of directors. |
|
2. |
Matters relating to Executive Compensation |
WAMJ generally favors compensation programs that relate executive compensation to a companys long- term performance. Votes are cast on a
case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
|
a. |
Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for stock
option plans that will result in a minimal annual dilution. |
|
b. |
WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options.
|
|
c. |
WAMJ votes against stock option plans that permit issuance of options with an exercise price below the
stocks current market price. |
|
d. |
Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for employee
stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
|
3. |
Matters relating to Capitalization |
The management of a companys capital structure involves a number of important issues, including cash flows, financing needs and market
conditions that are unique to the circumstances of each company. As a result, WAMJ votes on a case-by-case basis on board-approved proposals involving changes to a
companys capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.
|
a. |
WAMJ votes for proposals relating to the authorization of additional common stock. |
|
b. |
WAMJ votes for proposals to effect stock splits (excluding reverse stock splits). |
|
c. |
WAMJ votes for proposals authorizing share repurchase programs. |
|
4. |
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on a case-by-case basis on board-approved transactions. |
|
5. |
Matters relating to Anti-Takeover Measures |
WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:
|
a. |
WAMJ votes on a case-by-case
basis on proposals to ratify or approve shareholder rights plans. |
|
b. |
WAMJ votes on a case-by-case
basis on proposals to adopt fair price provisions. |
|
6. |
Other Business Matters |
WAMJ votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the
appointment of auditors and procedural matters relating to the shareholder meeting.
|
a. |
WAMJ votes on a case-by-case
basis on proposals to amend a companys charter or bylaws. |
|
b. |
WAMJ votes against authorization to transact other unidentified, substantive business at the meeting.
|
|
2b. |
Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. WAMJ votes in accordance with the recommendation of the companys board of directors on all shareholder proposals, except
as follows:
|
a. |
WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
b. |
WAMJ votes for shareholder proposals that are consistent with WAMJs proxy voting guidelines for
board-approved proposals. |
|
c. |
WAMJ votes on a case-by-case
basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
3b. Voting Shares of Investment Companies
WAMJ may utilize shares of open or closed-end investment companies to implement its investment
strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
|
|
|
WAMJ votes on a case-by-case
basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients portfolios. |
|
|
|
WAMJ votes on a case-by-case
basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for
similar funds and the services to be provided. |
|
4b. |
Voting Shares of Foreign Issuers |
In the event WAMJ is required to vote on securities held in non-U.S. issuers i.e. issuers that
are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and
disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
1. |
WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management.
|
|
2. |
WAMJ votes for shareholder proposals seeking to increase the independence of board nominating, audit and
compensation committees. |
|
3. |
WAMJ votes for shareholder proposals that implement corporate governance standards similar to those established
under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
WAMJ votes on a case-by-case basis on proposals relating to
(1) the issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common
stock where shareholders have preemptive rights.
Western Asset Management Company Pte. Ltd. (WAMS)
Compliance Policies and Procedures
Proxy Voting
WAMS has adopted and
implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC
requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote
(such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, WAMS will
not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and Oversight
The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of
proxies is coordinated through the Corporate Actions area of Investment Support (Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any
applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed
at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan,
Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy
Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has
changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy
materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once
proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
|
1. |
Proxies are reviewed to determine accounts impacted. |
|
2. |
Impacted accounts are checked to confirm Western Asset voting authority. |
|
3. |
Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest.
[See conflicts of interest section of these procedures for further information on determining material conflicts of interest.] |
|
4. |
If a material conflict of interest exists, (4.1) to the extent reasonably practicable and permitted by
applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the clients proxy voting instructions, and (4.2) to the extent that it is not reasonably practicable or permitted by applicable law to notify
the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party. |
|
5. |
Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio
manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines
contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their
decision is documented and maintained by the Legal and Compliance Department. |
|
6. |
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5)
and returns the voted proxy as indicated in the proxy materials. |
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted
above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and
ERISA DOL Bulletin 94-2. These records include:
|
|
|
A copy of Western Assets policies and procedures. |
|
|
|
Copies of proxy statements received regarding client securities. |
|
|
|
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
|
|
|
|
Each written client request for proxy voting records and Western Assets written response to both verbal and
written client requests. |
|
|
|
Exchange ticker symbol of the issuers shares to be voted; |
|
|
|
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
|
|
|
|
A brief identification of the matter voted on; |
|
|
|
Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
|
|
|
Whether a vote was cast on the matter; |
|
|
|
A record of how the vote was cast; and |
|
|
|
Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
Disclosure
Western
Assets proxy policies are described in the firms Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been
voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not
limited to:
|
|
|
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets
for the company or an employee group of the company or otherwise has an interest in the company; |
|
|
|
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible
for recommending the proxy vote (together, Voting Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a
proxy contest; and |
|
|
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the
outcome of the matter before shareholders. |
Voting Guidelines
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the
designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been
approved and are recommended by a companys board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4
addresses unique considerations pertaining to foreign issuers
Part 1 - Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve
proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate
governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as
follows:
|
|
|
Matters relating to the Board of Directors. Western Asset votes proxies for the election of the companys
nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions: |
|
|
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent
directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
|
|
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who
has received compensation from the company other than for service as a director. |
|
|
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without
valid reasons for absences. |
|
|
|
Votes are cast on a case-by-case
basis in contested elections of directors. |
|
|
|
Matters relating to Executive Compensation. Western Asset generally favors compensation programs that relate
executive compensation to a companys long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation,
except as follows: |
|
|
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
stock option plans that will result in a minimal annual dilution. |
|
|
|
Western Asset votes against stock option plans or proposals that permit replacing or re-pricing of underwater options. |
|
|
|
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the
stocks current market price. |
|
|
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for
employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
|
|
|
Matters relating to Capitalization. The management of a companys 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 companys capitalization except where Western Asset is otherwise withholding votes for the
entire board of directors. |
|
|
|
Western Asset votes for proposals relating to the authorization of additional common stock.
|
|
|
|
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
|
|
|
Western Asset votes for proposals authorizing share repurchase programs. |
|
|
|
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these
issues on a case-by-case basis on board-approved transactions. |
|
|
|
Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt
anti-takeover measures except as follows: |
|
|
|
Western Asset votes on a
case-by-case basis on proposals to ratify or approve shareholder rights plans. |
|
|
|
Asset votes on a case-by-case
basis on proposals to adopt fair price provisions. |
|
|
|
Other Business Matters. Western Asset votes for board-approved proposals approving such routine business matters
such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting. |
|
|
|
Western Asset votes on a
case-by-case basis on proposals to amend a companys charter or bylaws. |
|
|
|
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
|
Part 2 - Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to
change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
|
|
|
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
|
|
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting
guidelines for board-approved proposals. |
|
|
|
Western Asset votes on a
case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Part 3 Voting Shares of Investment Companies
Western Asset may utilize shares of open or closed-end investment companies to implement its investment
strategies. Shareholder votes for investment companies that fall within the categories listed in Parts 1 and 2 above are voted in accordance with those guidelines.
|
|
|
Western Asset votes on a
case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the
role the fund plays in the clients portfolios. |
|
|
|
Western Asset votes on a
case-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt 12b-1 plans, alter
investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
Part 4 Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in non-U.S. issuers i.e.
issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate
governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
|
|
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of
management. |
|
|
|
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and
compensation committees. |
|
|
|
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those
established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
|
|
|
Western Asset votes on a
case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not
have pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where shareholders have pre-emptive
rights. |
Retirement Accounts
For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for
the client. The Department of Labor (DOL) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically
reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager. In order to comply with the DOLs
position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (1) the right to vote proxies has been reserved to a
named fiduciary of the client, and (2) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of
the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.
ITEM 8. |
INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES. |
(a)(1):
|
|
|
|
|
NAME AND
ADDRESS |
|
LENGTH OF TIME SERVED |
|
PRINCIPAL OCCUPATION(S) DURING PAST 5
YEARS |
S. Kenneth Leech
Western Asset
385 East Colorado Blvd.
Pasadena, CA 91101 |
|
Since 2009 |
|
Responsible for the day-to-day management with other members of the Funds portfolio management team; Chief Investment Officer of Western Asset
from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014. |
|
|
|
Michael C. Buchanan
Western Asset 385 East
Colorado Blvd. Pasadena, CA
91101 |
|
Since 2009 |
|
Responsible for the day-to-day management with other members of the Funds portfolio management team; employed by Western Asset Management as an
investment professional for at least the past five years |
|
|
|
Christopher Kilpatrick
Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101 |
|
Since 2012 |
|
Responsible for the day-to-day management with other members of the Funds portfolio management team; employed by Western Asset Management as an
investment professional for at least the past five years. |
|
|
|
Annabel Rudebeck
Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101 |
|
Since 2017 |
|
Responsible for the day-to-day management with other members of the Funds portfolio management team; Ms.. Rudebeck joined Western Asset in 2016 as
Head of Non-US Credit. Ms. Rudebeck has over 18 years of investment industry experience. Formerly Ms. Rudebeck was a Senior Partner and Head of Global Investment-Grade Credit for Rogge Global
Partners and also served as a Credit Research Associate at J.P. Morgan Securities. |
|
|
|
|
|
Chia-Liang Lian
Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101 |
|
Since 2014 |
|
Responsible for the day-to-day management with other members of the Funds portfolio management team; employed by Western Asset Management as an
investment professional since 2011; Prior to joining Western Asset, Mr. Lian spent approximately six years with the Pacific Investment Management Company (PIMCO), where he served as Head of Emerging Asia Portfolio Management. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the funds investment professionals for the fund. Unless noted otherwise,
all information is provided as of October 31, 2022.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the funds investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment
vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
|
|
|
|
|
|
|
|
|
|
|
Name of PM |
|
Type of Account |
|
Number of Accounts Managed |
|
Total Assets Managed |
|
Number of Accounts Managed for which Advisory
Fee is Performance- Based |
|
Assets
Managed for which
Advisory Fee is
Performance- Based |
S. Kenneth Leech |
|
Other Registered Investment Companies |
|
96 |
|
$136.84 billion |
|
None |
|
None |
|
Other Pooled Vehicles |
|
322 |
|
$67.84 billion |
|
27 |
|
$2.76 billion |
|
Other Accounts |
|
641 |
|
$170.20 billion |
|
26 |
|
$14.68 billion |
Michael C. Buchanan |
|
Other Registered Investment Companies |
|
34 |
|
$16.74 billion |
|
None |
|
None |
|
Other Pooled Vehicles |
|
77 |
|
$21.80 billion |
|
8 |
|
$1.45 billion |
|
Other Accounts |
|
174 |
|
$59.45 billion |
|
11 |
|
$6.30 billion |
Annabel Rudebeck |
|
Other Registered Investment Companies |
|
8 |
|
$5.81 billion |
|
None |
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Pooled Vehicles |
|
26 |
|
|
$4.85 billion |
|
|
None |
|
|
None |
|
|
|
Other Accounts |
|
26 |
|
|
$6.81 billion |
|
|
2 |
|
|
$1.02 billion |
|
Christopher Kilpatrick |
|
Other Registered Investment Companies |
|
9 |
|
|
$3.07 billion |
|
|
None |
|
|
None |
|
|
Other Pooled Vehicles |
|
5 |
|
|
$364 million |
|
|
2 |
|
|
$187 million |
|
|
Other Accounts |
|
None |
|
|
None |
|
|
None |
|
|
None |
|
Chia-Liang Lian |
|
Other Registered Investment Companies |
|
13 |
|
|
$6.84 billion |
|
|
None |
|
|
None |
|
|
|
Other Pooled Vehicles |
|
28 |
|
|
$5.88 billion |
|
|
3 |
|
|
$543 million |
|
|
|
Other Accounts |
|
53 |
|
|
$5.87 billion |
|
|
2 |
|
|
$1.12 billion |
|
|
The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management
Company (Western Asset). Mr. Leech is involved in the management of all the Firms portfolios, but they are not solely responsible for particular portfolios. Western Assets investment discipline emphasizes a team approach
that combines the efforts of groups of specialists working in different market sectors. He is responsible for overseeing implementation of Western Assets overall investment ideas and coordinating the work of the various sector teams. This
structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members. |
(a)(3):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly
impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest
related to the knowledge and timing of a portfolios trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolios trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may
not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the
portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The
Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the
same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use
to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed
for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio
in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the
transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the
management of each portfolio and/or other account. The Subadvisers team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host
entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except
those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadvisers overall
trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is
compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish
broader principles of good conduct and fiduciary responsibility in all aspects of the Subadvisers business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadvisers compliance
monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the
description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an
annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Funds investment professionals, the Subadvisers compensation system assigns each employee a
total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of
their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadvisers employees are eligible for bonuses. These are structured to closely align the interests of employees with
those of the Subadviser, and are determined by the professionals job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal
factor considered is an investment professionals investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Funds Prospectus to which the
Funds average annual total returns are compared or, if none, the benchmark set forth in the Funds annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensationwith 3 and 5 years having a larger emphasis. The
Subadviser may also measure an investment professionals pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible
for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when
making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadvisers
business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for
additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
(a)(4): Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of October 31, 2022.
|
|
|
Portfolio Manager(s) |
|
Dollar Range of Portfolio Securities Beneficially Owned |
S. Kenneth Leech |
|
A |
Michael C. Buchanan
Christopher Kilpatrick |
|
A C |
Annabel Rudebeck |
|
A |
Chia-Liang Lian |
|
A |
Dollar Range
ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 9. |
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS. |
Not applicable.
ITEM 10. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.