Putnam Premier Income Trust Item 1. Report to Stockholders: ------------------------------- The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Investment Company Act of 1940: ANNUAL REPORT ON PERFORMANCE AND OUTLOOK 7-31-03 [GRAPHIC OMITTED: WATCH] [SCALE LOGO OMITTED] From the Trustees [GRAPHIC OMITTED: PHOTO OF JOHN A. HILL AND GEORGE PUTNAM III] John A. Hill and George Putnam, III Dear Fellow Shareholder: The value of Putnam Premier Income Trust's strategy of diversification that we have noted in previous reports was demonstrated once again for the full fiscal year that ended on July 31, 2003. The fund's performance was driven by two significant trends during the period. Early in the year, falling interest rates and a preference for higher-quality bonds boosted prices among the fund's investment-grade holdings. The second trend, which began in mid-October 2002, was an improving credit cycle. This helped the fund's higher-yielding, lower-quality holdings outperform. Management's decision to increase the fund's exposure to this segment of the market early in the cycle contributed to strong results. The fund's exposure to lower-rated, higher-yielding bonds was less than that of its peer group, dampening the fund's results versus its Lipper category average. You will find the details on the facing page. As far as we are concerned, however, the relative stability provided by this mix of quality and opportunity is a worthwhile tradeoff over the long term. Meanwhile, it is heartening now to see signs that one of the most challenging periods in recent investment history may at last be ending. What we told you at the beginning of this fiscal year bears repeating here. We deeply appreciate your continued confidence in Putnam and we firmly believe that over the long haul your patience will be rewarded. Respectfully yours, /S/ JOHN A. HILL /S/ GEORGE PUTNAM, III John A. Hill George Putnam, III Chairman of the Trustees President of the Funds September 17, 2003 Report from Fund Management Fund highlights * Putnam Premier Income Trust had a total return of 17.61% at net asset value for the fiscal year ended July 31, 2003. The fund's return at market price was 13.41%. * Declining yields across all fixed-income sectors prompted management to recommend a reduction in the fund's dividend, which occurred in April 2003. * Differences in portfolio composition caused the fund to underperform the average return for the Lipper Flexible Income Funds (Closed-End) category, which was 18.88%. * The fund's strategy of investing in high-yield corporate and emerging-market debt helped it to significantly outperform its benchmark, the Lehman Government Bond Index, which returned 4.45% during the fund's fiscal year. Additional comparisons, many of which more closely track the fund's performance over this period, appear on page 2. * See the Performance Summary on page 8 for complete fund performance, comparative performance, and Lipper data. Performance commentary The fund's robust total return and solid comparative results versus its benchmark were due primarily to its emphasis on higher-yielding, lower-rated bonds -- such as U.S. high-yield corporate bonds as well as sovereign debt issued by emerging-market countries -- while limiting exposure to investment-grade bonds during the period. Higher-yielding, lower-rated fixed-income sectors turned in exceptionally strong results from mid-October 2002 through period end, significantly outperforming higher-rated debt as investors' appetite for higher-risk asset classes returned. We attribute the fund's modest underperformance versus its Lipper universe to lower weightings in these riskier asset categories than the average fund in the peer group. The fund's exposure to foreign government bonds also contributed positively to results. The fund's lower performance at market price is attributable to reduced investor demand following the April dividend reduction. FUND PROFILE Putnam Premier Income Trust is designed for investors seeking a high level of current income. The fund maintains flexibility across three sectors -- U.S. government and agencies, high-yield corporate, and international -- to seek maximum current income without undue risk to capital. The fund may be appropriate for investors seeking a higher level of income who can accept a moderately higher level of risk. Market overview The fund's fiscal year results should be considered in the context of an extraordinarily favorable environment for bond performance across all sectors. The war in Iraq, SARS-related fears, and a negative economic climate drove bond yields to historic lows worldwide, significantly driving up bond prices, which move in the opposite direction to yields. Governments and central banks redoubled their efforts to revitalize the sluggish global economy with additional fiscal and monetary easing, which improved investor morale. Supported by investor demand for yield and improving issuer fundamentals, corporate bonds led the investment-grade market during the period, after a dismal performance in the second half of 2002. The securitized sector, which includes various types of mortgage-backed securities (e.g. Ginnie Maes), as well as asset-backed securities (ABSs), also advanced, although performance was undercut by mortgage-backed securities (MBSs), which were hurt by mortgage prepayments. ABSs performed well in the second half of the period. Beginning in October 2002 and continuing through period end, falling default rates and increasing optimism about growth prospects for the second half of 2003 convinced high-yield investors that the credit cycle was turning in their favor. Following the lead of high-yield bonds, emerging-market debt rallied as investors' risk tolerance and appetite for yield increased. In the final month of the period, bond market conditions changed abruptly. Improved prospects for an upturn in the economic cycle and a quickly increasing U.S. federal budget deficit made bonds less attractive to both domestic and non-U.S. investors. The bond market sell-off that resulted drove yields up and prices down rapidly across all bond sectors. ------------------------------------------------------------------------------- MARKET SECTOR PERFORMANCE 12 MONTHS ENDED 7/31/03 ------------------------------------------------------------------------------- Bonds ------------------------------------------------------------------------------- Lehman Government Bond Index 4.45% ------------------------------------------------------------------------------- Citigroup Non-U.S. World Government Bond Index 14.19% ------------------------------------------------------------------------------- JP Morgan Global High Yield Index 22.23% ------------------------------------------------------------------------------- JP Morgan Emerging Markets Bond Index 32.89% ------------------------------------------------------------------------------- Equities ------------------------------------------------------------------------------- S&P 500 Index (broad stock market) 10.64% ------------------------------------------------------------------------------- MSCI EAFE Index (international stocks) 6.30% ------------------------------------------------------------------------------- Russell 2000 Index (small-company stocks) 23.11% ------------------------------------------------------------------------------- These indexes provide an overview of performance in different market sectors for the 12 months ended 7/31/03. ------------------------------------------------------------------------------- Strategy overview Putnam Premier Income Trust's multisector strategy served it well during the fiscal year. It provided us with the flexibility to pursue the most attractive fixed-income opportunities in a period when substantial changes in investor sentiment drove significantly different returns across fixed-income sectors. Early in the period, the fund's allocation to investment-grade corporate bonds contributed to returns as investors preferred the relative security of these higher-quality bonds amid declining equity markets and geopolitical uncertainty. In mid October, however, constructive fiscal and monetary policies combined with easing geopolitical tension and compelling valuations to shift investor focus to lower-rated higher-yielding sectors. With yields in these sectors near historic highs and fundamentals finally poised to improve, we believed that this nascent rally had momentum behind it. Consequently, we began to rotate assets out of investment-grade securities and into high-yield corporate and emerging-market debt. This reallocation proved timely as the rally in these sectors extended through June. The fund's investment in high-yield corporate and emerging-market debt was funded by the sale of mortgage-backed securities, which we believed would continue to come under pressure due to mortgage prepayments in a persistently low interest-rate environment. We also sold U.S. government and agency securities, reasoning that they were unlikely to benefit further from interest-rate declines. For most of the period, we favored foreign investment-grade securities over their U.S. counterparts. [GRAPHIC OMITTED: horizontal bar chart FUND SECTOR WEIGHTINGS COMPARED] FUND SECTOR WEIGHTINGS COMPARED as of as of 1/31/03 7/31/03 U.S. investment grade 34.5% 27.1% Corporate high yield 44.2% 50.1% Foreign investment grade 13.9% 13.3% Emerging markets 7.5% 9.6% Footnote reads: This chart shows how the fund's sector weightings have changed over the past six months. Weightings are shown as a percentage of market value. Holdings will vary over time. How allocations affected performance In the U.S. investment-grade sector, the fund benefited from its allocation to corporate bonds, which outperformed all other segments within this sector. Investors were drawn to investment-grade corporate bonds not only as a source of yield as interest rates fell, but also in response to companies' focus on debt and cost reduction, which increased the bonds' attractiveness. The fund's selective exposure to investment-grade securitized debt also contributed positively as this market segment outperformed U.S. Treasuries. (The fund's holdings in the securitized sector consist primarily of mortgage-backed securities (MBSs), commercial mortgage-backed securities (CMBSs), asset-backed securities (ABSs), and collateralized mortgage obligations (CMOs).) Our strategy of emphasizing high-coupon MBSs and CMBSs helped performance, while holdings of ABSs hurt performance, as this segment was negatively affected by the struggles of two major manufactured housing financiers (Conseco and Greentree) in late 2002. In the corporate high-yield sector, we consolidated the fund's positions, while still maintaining a high level of diversification. We also sought to reduce exposure to callable bonds. Call risk, which is the risk that a bond issuer may redeem outstanding bonds before their scheduled maturity, became a significant factor as bond issuers chose to take advantage of declining yields to refinance their debt at lower rates. Within industry sectors, large holdings in wireless communications, diversified media, and broadcasting were top performers in the market rally. Cable holdings also contributed positively to performance. [GRAPHIC OMITTED: horizontal bar chart TOP INDUSTRY WEIGHTINGS AS OF 7/31/03] TOP INDUSTRY WEIGHTINGS AS OF 7/31/03 Consumer staples 8.7% Basic materials 5.4% Capital goods 5.2% Communications services 5.0% Energy 4.4% Footnote reads: Weightings are shown as a percentage of market value and are an aggregate of both investment-grade and high-yield corporate bond exposures. Holdings will vary over time. For the fund's foreign investment-grade holdings, we emphasized higher-yielding European sovereign debt (e.g., Sweden) where yields had considerably more room to fall than in the United States. Bonds issued by Canada and New Zealand were also favored because we believed that these countries had prematurely boosted rates at the onset of the economic recovery. These strategies benefited the fund as rates declined more significantly in all of these countries amid the global bond market rally. In addition, the fund benefited from our currency strategy, which correctly anticipated U.S. dollar and Japanese yen weakness as well as the relative strength of the euro, U.K. pound sterling, and Canadian and Australian dollars. While the fund did benefit from its emerging-market debt holdings, our strategy may have been too conservative within the sector, given the breadth and strength of the rally. Some of the situations that most concerned us -- the economic policies of the newly elected Brazilian president, for example -- played out better than we had anticipated. Nevertheless, the fund's exposure to Russia proved advantageous. Russian government bonds were strong performers as windfall oil exporting revenues accumulated in government coffers. Please note that all holdings discussed in this report are subject to review in accordance with the fund's investment strategy and may vary in the future. [GRAPHIC OMITTED: horizontal bar chart TOP COUNTRY WEIGHTINGS AS OF 7/31/03] TOP COUNTRY WEIGHTINGS AS OF 7/31/03 United States 74.4% Canada 3.2% United Kingdom 2.9% France 1.7% Russia 1.5% Footnote reads: Weightings are shown as a percentage of market value. Holdings will vary over time. OF SPECIAL INTEREST In April 2003 the fund's monthly distribution was reduced from $0.045 to $0.039 per share. This reduction was prompted by declining yields across all fixed-income sectors over the course of the prolonged bond-market rally. In addition, many issuers called bonds and many mortgages were prepaid, requiring the fund to reinvest at lower rates. The fund's management team The fund is managed by the Putnam Core Fixed-Income Team. The members of the team are D. William Kohli (Portfolio Leader), David Waldman (Portfolio Member), Carl Bell, Rob Bloemker, Andrea Burke, Kevin Cronin, Steve Horner, James Prusko, Michael Salm, and John Van Tassel. The outlook for your fund The following commentary reflects anticipated developments that could affect your fund over the next six months, as well as your management team's plans for responding to them. The abrupt and significant increase in interest rates over the last six weeks of the reporting period has shifted our valuation perspective on bonds. As of the end of the period, we believed markets had become prematurely confident that a lasting global economic recovery was already underway. Yields on 10-year Treasuries had climbed too high and we believe they should stabilize in coming months. We have consequently moved from an underweight in Treasuries toward a more neutral weighting in our multisector portfolio. Elsewhere in the U.S. investment-grade sector, we are currently neutral with regard to investment-grade corporate bonds. While fundamentals continue to improve, investors have already recognized this improvement, so valuations of investment-grade corporate bonds are no longer attractive. Mortgage-backed securities (MBSs) typically fare poorly in rising interest-rate environments, and the past six weeks have been no exception. We believe this sector now looks attractive on a relative valuation basis and we are poised to take advantage of opportunities in it. As fiscal 2004 begins, high-yield corporates remain attractive in our view. Although their yield spread versus Treasuries, a traditional measure of valuation, has moved closer to historical averages, we believe that the positive cycle for this asset class has more room to run based on continuing improvement in fundamentals, declining default rates, and sustained demand among investors for higher yields. While we still prefer higher-yielding European government debt to U.S. Treasury bonds, the recent outperformance in Europe prompted us to trim these holdings and increase our U.S. Treasury exposure somewhat. New Zealand and Sweden, where we anticipate improving spreads, are two of our favorite markets. Our view on emerging markets is less positive. The increase in U.S. Treasury yields, diminishing inflows, and an upsurge in lower-quality issuance all suggest that the market is too rich at current levels. From a country selection standpoint, we continue to favor Russia and Peru. The management team believes that the fund's diverse portfolio, flexible strategy, and focus on risk management will continue to serve it well. The views expressed in this report are exclusively those of Putnam Management. They are not meant as investment advice. International investing involves certain risks, such as currency fluctuations, economic instability, and political developments. Additional risks may be associated with emerging-market securities, including illiquidity and volatility. Lower-rated bonds may offer higher yields in return for more risk. Mutual funds that invest in government securities are not guaranteed. Mortgage-backed securities are subject to prepayment risk. Performance summary This section provides information about your fund's performance during its fiscal year, which ended July 31, 2003. In accordance with regulatory requirements, we also include performance for the most current calendar quarter-end. Performance should always be considered in light of a fund's investment strategy. Past performance does not indicate future results. More recent returns may be less or more than those shown. Investment return, net asset value, and market price will fluctuate and you may have a gain or a loss when you sell your shares. A profile of your fund's strategy appears on the first page of this report. See page 9 for definitions of some terms used in this section. ------------------------------------------------------------------------------- TOTAL RETURN FOR PERIODS ENDED 7/31/03 ------------------------------------------------------------------------------- NAV Market price ------------------------------------------------------------------------------- 1 year 17.61% 13.41% ------------------------------------------------------------------------------- 5 years 22.73 17.57 Annual average 4.18 3.29 ------------------------------------------------------------------------------- 10 years 85.81 86.76 Annual average 6.39 6.45 ------------------------------------------------------------------------------- Life of fund (since 2/29/88) Annual average 8.11 7.14 ------------------------------------------------------------------------------- Performance does not reflect taxes on reinvested distributions. ------------------------------------------------------------------------------- COMPARATIVE INDEX RETURNS FOR PERIODS ENDED 7/31/03 ------------------------------------------------------------------------------- Citigroup Non- Lehman U.S. World JP Morgan CSFB Lipper Flexible Government Government Global High Income Funds Bond Bond High Yield Yield (Closed-End) Index Index Index* Index category average+ ------------------------------------------------------------------------------- 1 year 4.45% 14.19% 22.23% 23.33% 18.88% ------------------------------------------------------------------------------- 5 years 38.44 31.99 16.88 18.99 17.74 Annual average 6.72 5.71 3.17 3.54 3.13 ------------------------------------------------------------------------------- 10 years 90.27 79.70 -- 94.80 74.63 Annual average 6.64 6.04 -- 6.90 5.68 ------------------------------------------------------------------------------- Life of fund (since 2/29/88) Annual average 7.93 6.92 -- 8.82 7.86 ------------------------------------------------------------------------------- * This comparative index replaced the CSFB High Yield Index on 12/30/02 because, in Putnam Management's opinion, the securities tracked by this index more accurately reflect the types of securities generally held by the fund. The JP Morgan Global High Yield Index's inception date was 12/31/93. + Over the 1-, 5-, and 10-year periods ended 7/31/03, there were 12, 12, and 9 funds, respectively, in this Lipper category. ------------------------------------------------------------------------------- PRICE AND DISTRIBUTION INFORMATION 12 MONTHS ENDED 7/31/03 ------------------------------------------------------------------------------- Putnam Premier Income Trust ------------------------------------------------------------------------------- Distributions (number) 12 ------------------------------------------------------------------------------- Income $0.516 ------------------------------------------------------------------------------- Capital gains -- ------------------------------------------------------------------------------- Total $0.516 ------------------------------------------------------------------------------- Share value: NAV Market price ------------------------------------------------------------------------------- 7/31/02 $6.22 $6.03 ------------------------------------------------------------------------------- 7/31/03 6.75 6.31 ------------------------------------------------------------------------------- Current return (end of period) ------------------------------------------------------------------------------- Current dividend rate 1 6.93% 7.42% ------------------------------------------------------------------------------- 1 Most recent distribution, excluding capital gains, annualized and divided by NAV or market price at end of period. ------------------------------------------------------------------------------- TOTAL RETURN FOR PERIODS ENDED 6/30/03 (MOST RECENT CALENDAR QUARTER) ------------------------------------------------------------------------------- NAV Market price ------------------------------------------------------------------------------- 1 year 17.87% 14.72% ------------------------------------------------------------------------------- 5 years 25.34 23.66 Annual average 4.62 4.34 ------------------------------------------------------------------------------- 10 years 90.44 96.46 Annual average 6.65 6.99 ------------------------------------------------------------------------------- Life of fund (since 2/29/88) Annual average 8.28 7.48 ------------------------------------------------------------------------------- Terms and definitions Total return shows how the value of the fund's shares changed over time, assuming you held the shares through the entire period and reinvested all distributions in the fund. Net asset value (NAV) is the value of all your fund's assets, minus any liabilities divided by the number of outstanding common shares. Market price is the current trading price of one share of the fund. Market prices are set by transactions between buyers and sellers on the New York Stock Exchange. Comparative indexes Citigroup (formerly Salomon Smith Barney) Non-U.S. World Government Bond Index is an unmanaged index of government bonds from representative developed countries excluding the United States. Credit Suisse First Boston (CSFB) High Yield Index is an unmanaged index of high-yield debt securities. JP Morgan Global High Yield Index is an unmanaged index used to mirror the investable universe of the U.S. dollar global high-yield corporate debt market of both developed and emerging markets. JP Morgan Emerging Markets Bond Index is an unmanaged index used to mirror the investable universe of the external debt instruments in the emerging markets including external currency denominated Brady bonds, loans and Eurobonds, as well as U.S. dollar local market instruments. Lehman Government Bond Index is an unmanaged index of U.S. Treasury and agency securities. Morgan Stanley Capital International (MSCI) EAFE Index is an unmanaged index of international stocks from Europe, Australasia, and the Far East. Russell 2000 Index is an unmanaged index of common stocks that generally measure performance of small to midsize companies within the Russell 3000 Index. S&P 500 Index is an unmanaged index of common stock performance. Indexes assume reinvestment of all distributions and do not account for fees. Securities and performance of a fund and an index will differ. You cannot invest directly in an index. Lipper Inc. is a third-party industry ranking entity that ranks funds (without sales charges) with similar current investment styles or objectives as determined by Lipper. Lipper category averages reflect performance trends for funds within a category and are based on results at net asset value. Putnam's policy on confidentiality In order to conduct business with our shareholders, we must obtain certain personal information such as account holders' addresses, telephone numbers, Social Security numbers, and the names of their financial advisors. We use this information to assign an account number and to help us maintain accurate records of transactions and account balances. It is our policy to protect the confidentiality of your information, whether or not you currently own shares of our funds, and in particular, not to sell information about you or your accounts to outside marketing firms. We have safeguards in place designed to prevent unauthorized access to our computer systems and procedures to protect personal information from unauthorized use. Under certain circumstances, we share this information with outside vendors who provide services to us, such as mailing and proxy solicitation. In those cases, the service providers enter into confidentiality agreements with us, and we provide only the information necessary to process transactions and perform other services related to your account. We may also share this information with our Putnam affiliates to service your account or provide you with information about other Putnam products or services. It is also our policy to share account information with your financial advisor, if you've listed one on your Putnam account. If you would like clarification about our confidentiality policies or have any questions or concerns, please don't hesitate to contact us at 1-800-225-1581, Monday through Friday, 8:30 a.m. to 7:00 p.m., or Saturdays from 9:00 a.m. to 5:00 p.m. Eastern Time. Putnam is committed to managing our mutual funds in the best interests of our shareholders. Our proxy voting guidelines and policies are available on the Putnam Individual Investor Web site, www.putnaminvestments.com, by calling Putnam's Shareholder Services at 1-800-225-1581, or on the SEC's Web site, www.sec.gov. A guide to the financial statements These sections of the report, as well as the accompanying Notes, preceded by the Independent Auditors' Report, constitute the fund's financial statements. The fund's portfolio lists all the fund's investments and their values as of the last day of the reporting period. Holdings are organized by asset type and industry sector, country, or state to show areas of concentration and diversification. Statement of assets and liabilities shows how the fund's net assets and share price are determined. All investment and noninvestment assets are added together. Any unpaid expenses and other liabilities are subtracted from this total. The result is divided by the number of shares to determine the net asset value per share, which is calculated separately for each class of shares. (For funds with preferred shares, the amount subtracted from total assets includes the net assets allocated to remarketed preferred shares.) Statement of operations shows the fund's net investment gain or loss. This is done by first adding up all the fund's earnings -- from dividends and interest income -- and subtracting its operating expenses to determine net investment income (or loss). Then, any net gain or loss the fund realized on the sales of its holdings -- as well as any unrealized gains or losses over the period -- is added to or subtracted from the net investment result to determine the fund's net gain or loss for the fiscal year. Statement of changes in net assets shows how the fund's net assets were affected by distributions to shareholders and by changes in the number of the fund's shares. It lists distributions and their sources (net investment income or realized capital gains) over the current reporting period and the most recent fiscal year-end. The distributions listed here may not match the sources listed in the Statement of operations because the distributions are determined on a tax basis and may be paid in a different period from the one in which they were earned. Financial highlights provide an overview of the fund's investment results, per-share distributions, expense ratios, net investment income ratios, and portfolio turnover in one summary table, reflecting the five most recent reporting periods. In a semiannual report, the highlight table also includes the current reporting period. For open-end funds, a separate table is provided for each share class. Independent auditors' report The Board of Trustees and Shareholders Putnam Premier Income Trust: We have audited the accompanying statement of assets and liabilities of Putnam Premier Income Trust, including the fund's portfolio, as of July 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform our audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2003 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Putnam Premier Income Trust as of July 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Boston, Massachusetts September 3, 2003 The fund's portfolio July 31, 2003 Corporate bonds and notes (54.2%) (a) Principal amount Value Advertising and Marketing Services (0.1%) ------------------------------------------------------------------------------------------------------------------- $328,333 Adams Outdoor Advertising bank term loan FRN 4.5848s, 2008 (acquired 4/2/03, cost $327,513) (RES) $329,154 300,000 Lamar Media Corp. bank term loan FRN Ser. B, 3.5625s, 2010 (acquired 2/27/03, cost $300,000) (RES) 300,812 780,000 Lamar Media Corp. company guaranty 7 1/4s, 2013 795,600 ------------- 1,425,566 Automotive (1.2%) ------------------------------------------------------------------------------------------------------------------- 470,000 ArvinMeritor, Inc. notes 8 3/4s, 2012 484,100 960,000 Collins & Aikman Products, Inc. company guaranty 11 1/2s, 2006 748,800 1,425,000 Collins & Aikman Products, Inc. company guaranty 10 3/4s, 2011 1,261,125 220,000 Dana Corp. notes 10 1/8s, 2010 238,700 880,000 Dana Corp. notes 9s, 2011 948,200 EUR 60,000 Dana Corp. notes 9s, 2011 70,900 $135,000 Dana Corp. notes 7s, 2029 113,400 405,000 Dana Corp. notes 6 1/2s, 2009 378,675 490,000 Dana Corp. notes 6 1/4s, 2004 494,900 295,000 Delco Remy International, Inc. company guaranty 11s, 2009 224,200 520,000 Delco Remy International, Inc. company guaranty 10 5/8s, 2006 457,600 1,505,000 Dura Operating Corp. company guaranty Ser. D, 9s, 2009 1,377,075 247,500 Hayes Lemmerz International, Inc. bank term loan FRN 5.9789s, 2009 (acquired 6/3/03, cost $245,025) (RES) 248,428 1,090,000 Lear Corp. company guaranty Ser. B, 8.11s, 2009 1,234,425 1,160,000 Lear Corp. company guaranty Ser. B, 7.96s, 2005 1,241,200 EUR 285,000 Lear Corp. sr. notes 8 1/8s, 2008 349,606 $63,786 SPX Corp. bank term loan FRN Ser. B, 3 3/8s, 2009 (acquired 7/23/02, cost $63,786) (RES) 63,918 106,255 SPX Corp. bank term loan FRN Ser. C, 3 5/8s, 2010 (acquired 7/23/02, cost $106,255) (RES) 106,475 368,000 Tenneco Automotive, Inc. company guaranty Ser. B, 11 5/8s, 2009 320,160 1,040,000 Tenneco Automotive, Inc. 144A sec. notes 10 1/4s, 2013 1,045,200 225,000 TRW Automotive bank term loan FRN Ser. C-1, 4.116s, 2011 (acquired 7/21/03, cost $225,000) (RES) 225,703 ------------- 11,632,790 Basic Materials (5.6%) ------------------------------------------------------------------------------------------------------------------- 15,000 Abitibi-Consolidated Finance LP company guaranty 7 7/8s, 2009 15,759 1,340,000 Acetex Corp. sr. notes 10 7/8s, 2009 (Canada) 1,467,300 200,000 Acetex Corp. 144A sr. notes 10 7/8s, 2009 (Canada) 219,000 1,155,000 AK Steel Corp. company guaranty 7 7/8s, 2009 860,475 840,000 AK Steel Corp. company guaranty 7 3/4s, 2012 600,600 231,805 Appleton Papers, Inc. bank term loan FRN Ser. C, 4.3432s, 2006 (acquired 6/4/02, cost $232,674) (RES) 232,333 1,355,000 Appleton Papers, Inc. company guaranty Ser. B, 12 1/2s, 2008 1,514,213 810,000 Better Minerals & Aggregates Co. company guaranty 13s, 2009 550,800 740,000 Compass Minerals Group, Inc. company guaranty 10s, 2011 814,000 1,433,853 Doe Run Resources Corp. company guaranty Ser. A1, 11 3/4s, 2008 (acquired various dates from 7/27/01 to 5/27/03, cost $905,472) (RES) (PIK) 573,541 1,065,000 Dow Chemical Co. (The) notes 5 3/4s, 2009 1,110,397 255,000 Equistar Chemicals LP notes 8 3/4s, 2009 237,788 270,000 Equistar Chemicals LP notes 6 1/2s, 2006 249,750 2,345,000 Equistar Chemicals LP/Equistar Funding Corp. company guaranty 10 1/8s, 2008 2,345,000 550,000 Equistar Chemicals LP/Equistar Funding Corp. 144A sr. notes 10 5/8s, 2011 544,500 EUR 300,000 Fort James Corp. company guaranty 4 3/4s, 2004 334,244 $415,000 Georgia-Pacific Corp. debs. 9 1/2s, 2011 433,675 1,230,000 Georgia-Pacific Corp. debs. 7.7s, 2015 1,131,600 80,000 Georgia-Pacific Corp. notes 8 1/8s, 2011 78,800 160,000 Georgia-Pacific Corp. notes 7 1/2s, 2006 160,000 445,000 Georgia-Pacific Corp. 144A sr. notes 8 7/8s, 2010 462,800 259,000 Georgia-Pacific Corp. 144A sr. notes 7 3/8s, 2008 256,410 760,000 Gerdau Ameristeel Corp/Gusap Partners 144A sr. notes 10 3/8s, 2011 (Canada) 729,600 298,500 Hercules, Inc. bank term loan FRN Ser. B, 4.4766s, 2007 (acquired 12/17/02, cost $297,754) (RES) 299,495 3,040,000 Hercules, Inc. company guaranty 11 1/8s, 2007 3,526,400 505,000 Huntsman Advanced Materials, LLC 144A sec. notes 11s, 2010 535,300 896,056 Huntsman Corp. bank term loan FRN Ser. A, 6.0441s, 2007 (acquired various dates from 3/1/02 to 5/1/03, cost $741,276) (RES) 822,452 436,980 Huntsman Corp. bank term loan FRN Ser. B, 8.4375s, 2007 (acquired various dates from 3/1/02 to 7/31/03, cost $354,270) (RES) 401,397 1,430,000 Huntsman ICI Chemicals, Inc. company guaranty 10 1/8s, 2009 1,329,900 2,025,000 Huntsman ICI Holdings sr. disc. notes zero %, 2009 789,750 EUR 590,000 Huntsman International, LLC sr. sub. notes Ser. EXCH, 10 1/8s, 2009 564,388 $320,000 IMC Global, Inc. company guaranty Ser. B, 11 1/4s, 2011 320,000 567,000 IMC Global, Inc. company guaranty Ser. B, 10 7/8s, 2008 567,000 1,910,000 ISP Chemco, Inc. company guaranty Ser. B, 10 1/4s, 2011 2,139,200 375,000 ISP Holdings, Inc. sec. sr. notes Ser. B, 10 5/8s, 2009 397,500 80,000 Kaiser Aluminum & Chemical Corp. sr. notes Ser. B, 10 7/8s, 2006 (In default) (NON) 63,200 2,360,000 Kaiser Aluminum & Chemical Corp. sr. sub. notes 12 3/4s, 2003 (In default) (NON) 188,800 530,000 Louisiana-Pacific Corp. sr. notes 8 7/8s, 2010 609,500 2,000 Louisiana-Pacific Corp. sr. sub. notes 10 7/8s, 2008 2,280 445,000 Lyondell Chemical Co. bonds 11 1/8s, 2012 451,675 185,000 Lyondell Chemical Co. company guaranty 9 1/2s, 2008 175,750 525,000 Lyondell Chemical Co. notes Ser. A, 9 5/8s, 2007 507,938 60,000 Lyondell Chemical Co. sr. sub. notes 10 7/8s, 2009 55,200 1,205,000 Lyondell Chemical Co. 144A sec. notes 9 1/2s, 2008 1,144,750 EUR 1,110,000 MDP Acquisitions PLC sr. notes 10 1/8s, 2012 (Ireland) 1,330,392 $442,536 MDP Acquisitions PLC sub. notes 15 1/2s, 2013 (Ireland) (PIK) 486,790 EUR 310,000 Messer Griesheim Holdings AG sr. notes 10 3/8s, 2011 (Germany) 385,157 $945,000 Millenium America, Inc. company guaranty 9 1/4s, 2008 968,625 430,000 Millenium America, Inc. 144A sr. notes 9 1/4s, 2008 440,750 695,000 Noveon International bonds 13s, 2011 715,850 630,000 Noveon International company guaranty Ser. B, 11s, 2011 702,450 1,315,000 OM Group, Inc. company guaranty 9 1/4s, 2011 1,288,700 1,255,000 Pacifica Papers, Inc. sr. notes 10s, 2009 (Canada) 1,298,925 609,379 PCI Chemicals Canada sec. sr. notes 10s, 2008 (Canada) 524,066 192,965 Pioneer Cos., Inc. sec. FRN 4.6s, 2006 164,020 1,095,000 Potlatch Corp. company guaranty 10s, 2011 1,193,550 415,000 Rhodia SA 144A sr. sub. notes 8 7/8s, 2011 (France) 400,475 355,224 Riverwood International Corp. bank term loan FRN Ser. C, 3.861s, 2008 (acquired 4/24/02, cost $355,224) (RES) 354,780 2,380,000 Riverwood International Corp. company guaranty 10 7/8s, 2008 2,439,500 220,000 Riverwood International Corp. company guaranty 10 5/8s, 2007 227,700 465,000 Royster-Clark, Inc. 1st mtge. 10 1/4s, 2009 385,950 400,000 Salt Holdings Corp. 144A sr. disc. notes stepped-coupon zero % (12s, 6/1/06), 2013 (STP) 232,000 1,070,000 Salt Holdings Corp. 144A sr. notes stepped-coupon zero % (12 3/4s, 12/15/07), 2012 (STP) 716,900 310,000 Smurfit-Stone Container Corp. company guaranty 8 1/4s, 2012 313,100 280,000 Solutia, Inc. company guaranty 11 1/4s, 2009 201,600 650,000 Solutia, Inc. debs. 7 3/8s, 2027 247,000 1,340,000 Steel Dynamics, Inc. company guaranty 9 1/2s, 2009 1,393,600 194,941 Sterling Chemicals, Inc. sec. notes 10s, 2007 (PIK) 182,270 1,090,000 Stone Container Corp. sr. notes 9 3/4s, 2011 1,171,750 490,000 Stone Container Corp. sr. notes 9 1/4s, 2008 514,500 1,105,000 Stone Container Corp. sr. notes 8 3/8s, 2012 1,116,050 725,000 Stone Container Corp. 144A company guaranty 11 1/2s, 2006 (Canada) 768,500 575,000 Tembec Industries, Inc. company guaranty 8 5/8s, 2009 (Canada) 543,375 210,000 Tembec Industries, Inc. company guaranty 8 1/2s, 2011 (Canada) 198,450 70,000 Texas Petrochemical Corp. sr. sub. notes 11 1/8s, 2006 (In default) (NON) 17,500 280,000 Texas Petrochemical Corp. sr. sub. notes Ser. B, 11 1/8s, 2006 70,000 1,015,000 Ucar Finance, Inc. company guaranty 10 1/4s, 2012 1,060,675 710,000 WCI Steel, Inc. sr. notes Ser. B, 10s, 2004 (In default) (NON) 230,750 55,000 Weirton Steel Corp. sr. notes 0 1/2s, 2008 (In default) (NON) 6,600 1,290,000 Wheeling-Pittsburgh Steel Corp. sr. notes 9 1/4s, 2007 (In default) (NON) 116,100 570,000 WHX Corp. sr. notes 10 1/2s, 2005 490,200 ------------- 52,713,060 Building Materials (0.6%) ------------------------------------------------------------------------------------------------------------------- 1,510,000 American Standard Cos., Inc. company guaranty 7 5/8s, 2010 1,672,325 445,000 Atrium Cos., Inc. company guaranty Ser. B, 10 1/2s, 2009 469,475 450,000 Building Materials Corp. company guaranty 8s, 2008 421,875 965,000 Dayton Superior Corp. 144A sec. notes 10 3/4s, 2008 950,525 240,625 NCI Building Systems, Inc. bank term loan FRN Ser. B, 4.35s, 2008 (acquired 9/4/02, cost $240,625) (RES) 241,126 630,000 Nortek, Inc. sr. notes Ser. B, 8 7/8s, 2008 652,050 120,000 Nortek, Inc. sr. sub. notes Ser. B, 9 7/8s, 2011 126,300 460,000 Nortek, Inc. 144A sr. notes Ser. B, 9 1/8s, 2007 472,075 415,000 Owens Corning bonds 7 1/2s, 2018 (In default) (NON) 168,075 1,185,000 Owens Corning notes 7 1/2s, 2005 (In default) (NON) 479,925 ------------- 5,653,751 Capital Goods (5.2%) ------------------------------------------------------------------------------------------------------------------- 350,000 Advanced Glass Fiber Yarns bank term loan FRN Ser. A, 6 1/2s, 2004 (acquired 9/12/02, cost $245,237) (RES) 210,000 310,000 Advanced Glass Fiber Yarns sr. sub. notes 9 7/8s, 2009 (In default) (NON) 15,500 1,148,000 AEP Industries, Inc. sr. sub. notes 9 7/8s, 2007 1,067,640 313,626 Alliant Techsystems, Inc. bank term loan FRN Ser. C, 3.4924s, 2009 (acquired 5/7/02, cost $313,626) (RES) 314,567 212,143 Allied Waste Industries, Inc. bank term loan FRN 4.4433s, 2010 (acquired 4/25/03, cost $212,143) (RES) 213,816 35,357 Allied Waste Industries, Inc. bank term loan FRN Ser. C, 4.529s, 2010 (acquired 4/25/03, cost $35,357) (RES) 35,637 740,000 Allied Waste North America, Inc. company guaranty Ser. B, 10s, 2009 779,775 1,975,000 Allied Waste North America, Inc. company guaranty Ser. B, 9 1/4s, 2012 2,157,688 655,000 Allied Waste North America, Inc. company guaranty Ser. B, 8 7/8s, 2008 697,575 1,670,000 Allied Waste North America, Inc. company guaranty Ser. B, 8 1/2s, 2008 1,761,850 1,750,000 Argo-Tech Corp. company guaranty 8 5/8s, 2007 1,627,500 120,000 Argo-Tech Corp. company guaranty Ser. D, 8 5/8s, 2007 111,600 900,000 BE Aerospace, Inc. sr. sub. notes 9 1/2s, 2008 751,500 185,000 BE Aerospace, Inc. sr. sub. notes Ser. B, 8 7/8s, 2011 155,400 760,000 BE Aerospace, Inc. sr. sub. notes Ser. B, 8s, 2008 627,000 405,000 Berry Plastics Corp. company guaranty 10 3/4s, 2012 435,375 1,530,000 Blount, Inc. company guaranty 13s, 2009 1,315,800 1,310,000 Blount, Inc. company guaranty 7s, 2005 1,244,500 770,000 Briggs & Stratton company guaranty 8 7/8s, 2011 877,800 2,300,000 Browning-Ferris Industries, Inc. debs. 7.4s, 2035 2,001,000 880,000 Browning-Ferris Industries, Inc. sr. notes 6 3/8s, 2008 844,800 EUR 790,000 BSN Financing Co. SA company guaranty Ser. EUR, 10 1/4s, 2009 (Luxembourg) 880,175 $470,000 BSN Glasspack 144A sec. notes 9 1/4s, 2009 (France) 526,293 187,500 Casella Waste Systems, Inc. bank term loan FRN Ser. B, 4.4412s, 2010 (acquired 1/22/03, cost $187,500) (RES) 188,156 300,000 Crown Cork & Seal Company, Inc. bank term loan FRN Ser. B, 4.1s, 2008 (acquired 2/21/03, cost $297,000) (RES) 300,500 920,000 Crown Holdings SA 144A sec. notes 10 7/8s, 2013 (France) 975,200 1,975,000 Crown Holdings SA 144A sec. notes 9 1/2s, 2011 (France) 2,054,000 1,310,000 Decrane Aircraft Holdings Co. company guaranty Ser. B, 12s, 2008 615,700 850,000 Earle M. Jorgensen Co. sec. notes 9 3/4s, 2012 884,000 1,150,000 FIMEP SA 144A sr. notes 10 1/2s, 2013 (France) 1,288,000 EUR 420,000 Flender Holdings 144A sr. notes 11s, 2010 (Denmark) 472,668 $116,177 Flowserve Corp. bank term loan FRN Ser. C, 3.947s, 2009 (acquired 4/30/02, cost $116,177) (RES) 116,561 705,000 Flowserve Corp. company guaranty 12 1/4s, 2010 810,750 EUR 135,000 Flowserve Finance BV company guaranty 12 1/4s, 2010 (Netherlands) 168,641 $135,000 Fonda Group, Inc. sr. sub. notes Ser. B, 9 1/2s, 2007 90,450 300,000 Graham Packaging bank term loan FRN 5.0352s, 2010 (acquired 2/18/03, cost $298,500) (RES) 299,250 915,000 Hexcel Corp. sr. sub. notes 9 3/4s, 2009 910,425 730,000 High Voltage Engineering Corp. sr. notes 10 3/4s, 2004 146,000 650,000 Insilco Holding Co. sr. disc. notes stepped-coupon zero % (14s, 8/15/03), 2008 (In default) (NON) (STP) 7,150 EUR 380,000 Invensys, PLC sr. unsub. notes 5 1/2s, 2005 (United Kingdom) 401,138 $580,000 Jordan Industries, Inc. sr. notes Ser. D, 10 3/8s, 2007 261,000 520,000 K&F Industries, Inc. sr. sub. notes Ser. B, 9 5/8s, 2010 569,400 420,000 K&F Industries, Inc. sr. sub. notes Ser. B, 9 1/4s, 2007 438,900 245,025 Laidlaw International, Inc. bank term loan FRN 7s, 2009 (acquired 6/18/03, cost $240,125) (RES) 246,250 1,025,000 Laidlaw International, Inc. 144A sr. notes 10 3/4s, 2011 1,091,625 190,000 Legrand SA debs. 8 1/2s, 2025 (France) 193,800 425,000 Manitowoc Co., Inc. (The) company guaranty 10 1/2s, 2012 459,000 EUR 255,000 Manitowoc Co., Inc. (The) company guaranty 10 3/8s, 2011 296,591 $470,064 Michigan Electric Transmission Co./Michigan Electric Transmission, Inc. bank term loan FRN Ser. B, 3.6s, 2007 (acquired 4/22/02, cost $270,064) (RES) 470,848 1,435,000 Motors and Gears, Inc. sr. notes Ser. D, 10 3/4s, 2006 1,248,450 1,565,000 Owens-Brockway Glass company guaranty 8 7/8s, 2009 1,627,600 955,000 Owens-Brockway Glass sr. sec. notes 8 3/4s, 2012 1,007,525 775,000 Owens-Brockway Glass 144A sr. notes 8 1/4s, 2013 782,750 725,000 Owens-Brockway Glass 144A sr. sec. notes 7 3/4s, 2011 732,250 135,000 Pliant Corp. company guaranty 13s, 2010 121,500 715,000 Pliant Corp. 144A sec. notes 11 1/8s, 2009 750,750 930,000 Roller Bearing Company of America company guaranty Ser. B, 9 5/8s, 2007 837,000 1,650,000 Sequa Corp. sr. notes 9s, 2009 1,757,250 160,000 Sequa Corp. sr. notes Ser. B, 8 7/8s, 2008 168,000 110,000 Sequa Corp. 144A sr. notes 8 7/8s, 2008 114,675 855,000 Siebe PLC 144A notes 7 1/8s, 2007 (United Kingdom) 799,425 290,000 Siebe PLC 144A sr. unsub. 6 1/2s, 2010 (United Kingdom) 247,950 335,000 Sweetheart Cup Co. company guaranty 12s, 2004 298,150 600,000 TD Funding Corp. 144A sr. sub. notes 8 3/8s, 2011 610,500 1,730,000 Tekni-Plex, Inc. company guaranty Ser. B, 12 3/4s, 2010 1,686,750 185,000 Terex Corp. company guaranty 8 7/8s, 2008 188,700 915,000 Terex Corp. company guaranty Ser. B, 10 3/8s, 2011 1,001,925 185,000 Terex Corp. company guaranty Ser. D, 8 7/8s, 2008 190,550 444,383 Titan Corp. (The) bank term loan FRN Ser. B, 4.485s, 2009 (acquired various dates from 5/14/02 to 6/3/02, cost $444,383) (RES) 444,754 515,000 Titan Corp. (The) 144A sr. sub. notes 8s, 2011 533,025 75,000 Transdigm, Inc. bank term loan FRN 4.116s, 2010 (acquired 7/21/03, cost $75,000) (RES) 75,656 430,000 Trimas Corp. company guaranty 9 7/8s, 2012 436,450 380,000 Trimas Corp. 144A company guaranty 9 7/8s, 2012 385,700 601,596 Veridian Corp. bank term loan FRN Ser. B, 4.35s, 2008 (acquired 9/20/02, cost $601,596) (RES) 604,228 510,000 Vought Aircraft Industries Inc. 144A sr. notes 8s, 2011 512,550 ------------- 49,572,857 Commercial and Consumer Services (0.4%) ------------------------------------------------------------------------------------------------------------------- 189,225 Coinmach Corp. bank term loan FRN Ser. B, 4.0327s, 2009 (acquired 1/31/02, cost $188,988) (RES) 189,792 1,655,000 Coinmach Corp. sr. notes 9s, 2010 1,746,025 196,704 Corrections Corp. of America bank term loan FRN 4.6698s, 2008 (acquired 2/24/03, cost $196,950) (RES) 197,503 670,372 Derby Cycle Corp. (The) sr. notes 10s, 2008 (In default) (NON) 36,870 DEM 77,574 Derby Cycle Corp. (The) sr. notes 9 3/8s, 2008 (In default) (NON) 2,455 EUR 1,645,474 Derby Cycle Corp. (The) sr. notes 9 3/8s, 2008 (In default) (NON) 52,075 $895,000 IESI Corp. company guaranty 10 1/4s, 2012 939,750 910,000 Outsourcing Solutions, Inc. sr. sub. notes Ser. B, 11s, 2006 (In default) (NON) 9,100 123,750 Worldspan bank term loan FRN 4 7/8s, 2007 (acquired 6/30/03, cost $122,513) (RES) 124,214 ------------- 3,297,784 Communication Services (5.1%) ------------------------------------------------------------------------------------------------------------------- 1,995,000 ACC Escrow Corp. 144A sr. notes 10s, 2011 2,014,950 550,000 Airgate PCS, Inc. sr. sub. notes stepped-coupon zero % (13 1/2s, 10/1/04), 2009 (STP) 299,750 890,000 Alamosa Delaware, Inc. company guaranty 13 5/8s, 2011 809,900 400,000 Alamosa Delaware, Inc. company guaranty 12 1/2s, 2011 344,000 3,000 Alamosa PCS Holdings, Inc. company guaranty stepped-coupon zero % (12 7/8s, 2/15/05), 2010 (STP) 1,950 1,970,000 American Cellular Corp. company guaranty 9 1/2s, 2009 (In default) (NON) 1,221,400 405,000 American Tower Corp. sr. notes 9 3/8s, 2009 413,100 1,360,000 American Tower Escrow Corp. disc. notes zero %, 2008 897,600 770,000 Asia Global Crossing, Ltd. sr. notes 13 3/8s, 2010 (Bermuda) (In default) (NON) 100,100 340,686 Bell Actimedia bank term loan FRN Ser. C, 5.35s, 2010 (acquired 11/26/02, cost $337,279) (RES) 343,241 2,065,000 Centennial Cellular Operating Co. 144A sr. notes 10 1/8s, 2013 2,018,538 1,265,000 Cincinnati Bell, Inc. 144A company guaranty 7 1/4s, 2013 1,198,588 445,735 Colo.com, Inc. 144A sr. notes 13 7/8s, 2010 (In default) (NON) 2,786 75,000 Colt Telecommunications Group PLC sr. disc. notes 12s, 2006 (United Kingdom) 75,750 GBP 305,000 Colt Telecommunications Group PLC sr. notes 10 1/8s, 2007 (United Kingdom) 465,744 EUR 150,000 Colt Telecommunications Group PLC sr. notes 7 5/8s, 2009 (United Kingdom) 145,177 $1,405,000 Crown Castle International Corp. sr. disc. notes stepped-coupon zero % (10 3/8s, 5/15/04), 2011 (STP) 1,376,900 1,060,000 Crown Castle International Corp. sr. notes 9 3/8s, 2011 1,107,700 150,000 Crown Castle International Corp. sr. notes 9s, 2011 151,500 1,220,000 Dobson/Sygnet Communications, Inc. sr. notes 12 1/4s, 2008 1,293,200 365,000 Eircom Funding 144A sr. sub. notes 8 1/4s, 2013 (Ireland) 372,300 540,000 Fairpoint Communications, Inc. sr. sub. notes 12 1/2s, 2010 561,600 380,000 Firstworld Communication Corp. sr. disc. notes zero %, 2008 (In default) (NON) 38 459,310 Globix Corp. company guaranty 11s, 2008 (PIK) 353,669 220,000 Horizon PCS, Inc. company guaranty 13 3/4s, 2011 48,400 90,000 Intermedia Communications, Inc. sr. notes Ser. B, 8.6s, 2008 (In default) (NON) 59,850 1,270,000 iPCS, Inc. sr. disc. notes stepped-coupon zero % (14s, 7/15/05), 2010 (In default) (NON) (STP) 76,200 705,000 IWO Holdings, Inc. company guaranty 14s, 2011 105,750 1,000,000 L-3 Communications Corp. Structured Notes Ser. 01-5, 8.82s, 2009 (Issued by COUNTS Trust) 1,010,000 815,000 Madison River Capital Corp. sr. notes 13 1/4s, 2010 782,400 450,000 Metromedia Fiber Network, Inc. sr. notes 10s, 2009 (In default) (NON) 33,750 1,070,000 Metromedia Fiber Network, Inc. sr. notes Ser. B, 10s, 2008 (In default) (NON) 80,250 1,085,000 Millicom International Cellular SA 144A sr. notes 11s, 2006 (Luxembourg) 1,095,850 925,000 Nextel Communications, Inc. bank term loan FRN Ser. A, 2.5625s, 2007 (acquired 11/1/02, cost $807,063) (RES) 893,781 186,094 Nextel Communications, Inc. bank term loan FRN Ser. B, 4.6875s, 2008 (acquired 12/19/02, cost $172,090) (RES) 185,695 186,094 Nextel Communications, Inc. bank term loan FRN Ser. C, 4.9375s, 2008 (acquired 12/19/02, cost $172,090) (RES) 185,695 25,000 Nextel Communications, Inc. sr. disc. notes 9.95s, 2008 26,250 420,000 Nextel Communications, Inc. sr. notes 12s, 2008 449,400 540,000 Nextel Communications, Inc. sr. notes 9 1/2s, 2011 587,250 1,805,000 Nextel Communications, Inc. sr. notes 9 3/8s, 2009 1,913,300 1,425,000 Nextel Communications, Inc. sr. notes 7 3/8s, 2015 1,396,500 85,000 Nextel Partners, Inc. sr. notes 12 1/2s, 2009 94,138 760,000 Nextel Partners, Inc. sr. notes 11s, 2010 805,600 2,440,000 Nextel Partners, Inc. 144A sr. notes 8 1/8s, 2011 2,269,200 990,000 Orbital Imaging Corp. sr. notes Ser. B, 11 5/8s, 2005 (In default) (NON) 475,200 448,500 PanAmSat Corp. bank term loan FRN Ser. B, 4.6s, 2009 (acquired 2/21/02, cost $447,939) (RES) 450,342 1,160,000 PanAmSat Corp. company guaranty 8 1/2s, 2012 1,206,400 10,000 Qwest Capital Funding, Inc. company guaranty 7 3/4s, 2006 8,700 268,125 Qwest Communications International, Inc. bank term loan FRN 6 1/2s, 2007 (acquired 6/5/03, cost $265,444) (RES) 269,466 2,855,000 Qwest Corp. 144A notes 8 7/8s, 2012 2,926,375 3,692,000 Qwest Services Corp. 144A notes 13 1/2s, 2010 3,968,900 70,000 Rogers Cantel, Ltd. debs. 9 3/8s, 2008 (Canada) 72,800 1,075,000 Rogers Cantel, Ltd. sr. sub. notes 8.8s, 2007 (Canada) 1,091,125 380,000 Rogers Wireless, Inc. sec. notes 9 5/8s, 2011 (Canada) 429,400 420,000 Rural Cellular Corp. sr. sub. notes Ser. B, 9 5/8s, 2008 357,000 480,000 SBA Communications Corp. sr. disc. notes 12s, 2008 501,600 695,000 SBA Communications Corp. sr. notes 10 1/4s, 2009 649,825 152,000 Telecorp PCS, Inc. company guaranty 10 5/8s, 2010 183,160 2,690,000 Telus Corp. notes 8s, 2011 (Canada) 3,005,967 298,500 Time Warner Telecom, Inc. bank term loan FRN Ser. B, 5.1s, 2009 (acquired 1/15/03, cost $260,922) (RES) 297,008 375,000 Time Warner Telecom, Inc. sr. notes 10 1/8s, 2011 360,000 710,000 TSI Telecommunication Services, Inc. company guaranty Ser. B, 12 3/4s, 2009 706,450 550,000 U.S. West, Inc. notes 5 5/8s, 2008 489,500 577,000 UbiquiTel Operating Co. 144A company guaranty stepped-coupon zero % (14s, 4/15/05), 2010 (STP) 328,890 2,225,000 US UnWired, Inc. company guaranty stepped-coupon Ser. B, zero % (13 3/8s, 11/1/04), 2009 (STP) 1,123,625 565,000 US West Capital Funding, Inc. company guaranty 6 1/4s, 2005 497,200 1,500,000 Western Wireless Corp. 144A sr. notes 9 1/4s, 2013 1,425,000 140,000 Williams Communications Group, Inc. notes zero %, 2010 (In default) (NON) 1 180,000 Williams Communications Group, Inc. notes zero %, 2008 (In default) (NON) 2 280,000 Williams Communications Group, Inc. notes zero %, 2007 (In default) (NON) 3 ------------- 48,492,679 Conglomerates (0.4%) ------------------------------------------------------------------------------------------------------------------- 230,000 Tyco International Group SA company guaranty 6 3/4s, 2011 (Luxembourg) 232,300 1,485,000 Tyco International Group SA company guaranty 6 3/8s, 2006 (Luxembourg) 1,529,550 310,000 Tyco International Group SA company guaranty 6 3/8s, 2005 (Luxembourg) 319,300 1,935,000 Tyco International Group SA notes 6 3/8s, 2011 (Luxembourg) 1,915,650 ------------- 3,996,800 Consumer (0.5%) ------------------------------------------------------------------------------------------------------------------- 1,470,000 Icon Health & Fitness company guaranty 11 1/4s, 2012 1,558,200 300,000 Jostens, Inc. bank term loan FRN Ser. B, 3.61s, 2010 (acquired 7/28/03, cost $300,000) (RES) 302,125 730,000 Jostens, Inc. sr. sub. notes 12 3/4s, 2010 839,500 2,330,000 Samsonite Corp. sr. sub. notes 10 3/4s, 2008 2,399,900 ------------- 5,099,725 Consumer Staples (8.5%) ------------------------------------------------------------------------------------------------------------------- 29,000 Acme Communications, Inc. sr. disc. notes Ser. B, 12s, 2005 29,218 110,000 Adelphia Communications Corp. notes Ser. B, 9 7/8s, 2005 (In default) (NON) 72,050 560,000 Adelphia Communications Corp. sr. notes 10 7/8s, 2010 (In default) (NON) 368,200 25,000 Adelphia Communications Corp. sr. notes 10 1/4s, 2011 (In default) (NON) 17,250 75,000 Adelphia Communications Corp. sr. notes 9 3/8s, 2009 (In default) (NON) 50,625 1,505,000 Adelphia Communications Corp. sr. notes Ser. B, 7 3/4s, 2009 (In default) (NON) 989,538 370,000 Ahold Finance USA eurobonds 6 3/8s, 2005 404,114 485,000 AMC Entertainment, Inc. sr. sub. notes 9 7/8s, 2012 521,375 1,055,000 AMC Entertainment, Inc. sr. sub. notes 9 1/2s, 2011 1,091,925 990,000 AMC Entertainment, Inc. sr. sub. notes 9 1/2s, 2009 1,014,750 445,065 American Seafood Group, LLC bank term loan FRN Ser. B, 4.35s, 2009 (acquired 4/11/02, cost $444,620) (RES) 445,343 304,417 AMF Bowling Worldwide bank term loan FRN Ser. B, 5.5283s, 2008 (acquired 3/1/02, cost $303,656) (RES) 304,291 451,518 Archibald Candy Corp. company guaranty 10s, 2007 (PIK) 153,516 890,000 Armkel, LLC/Armkel Finance sr. sub. notes 9 1/2s, 2009 979,000 315,000 Aurora Foods, Inc. sr. sub. notes Ser. B, 9 7/8s, 2007 (In default) (NON) 154,350 450,000 Aurora Foods, Inc. 144A sr. sub. notes Ser. D, 9 7/8s, 2007 (In default) (NON) 220,500 735,000 Brand Services, Inc. company guaranty 12s, 2012 830,550 2,320,000 British Sky Broadcasting PLC company guaranty 6 7/8s, 2009 (United Kingdom) 2,528,800 685,000 Capital Records Inc. 144A company guaranty 8 3/8s, 2009 698,700 257,885 Carmike Cinemas, Inc. bank term loan FRN Ser. B, 7 3/4s, 2005 (acquired 10/4/02, cost $251,663) (RES) 258,744 1,120,000 Century Cable Holdings bank term loan FRN 6s, 2009 (acquired various dates from 5/22/02 to 6/11/02, cost $980,796) (RES) 939,200 248,741 Charter Communications Holdings, LLC bank term loan FRN Ser. B, 3.86s, 2008 (acquired 1/9/03, cost $216,093) (RES) 234,023 360,000 Charter Communications Holdings, LLC/Capital Corp. sr. disc. notes stepped-coupon zero % (12 1/8s, 1/15/07), 2012 (STP) 178,200 735,000 Charter Communications Holdings, LLC/Capital Corp. sr. disc. notes stepped-coupon zero % (11 3/4s, 5/15/06), 2011 (STP) 396,900 595,000 Charter Communications Holdings, LLC/Capital Corp. sr. disc. notes stepped-coupon zero % (11 3/4s, 1/15/05), 2010 (STP) 380,800 2,180,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 11 1/8s, 2011 1,749,450 1,195,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 10 3/4s, 2009 958,988 585,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 10 1/4s, 2010 454,838 2,310,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 10s, 2011 1,744,050 995,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 9 5/8s, 2009 766,150 525,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 8 5/8s, 2009 391,125 130,000 Charter Communications Holdings, LLC/Capital Corp. sr. notes 8 1/4s, 2007 103,675 910,000 Cinemark USA, Inc. sr. sub. notes 9s, 2013 973,700 1,805,000 Cinemark USA, Inc. sr. sub. notes Ser. B, 8 1/2s, 2008 1,859,150 210,000 Constellation Brands, Inc. company guaranty 8 1/2s, 2009 214,200 420,000 Constellation Brands, Inc. company guaranty Ser. B, 8s, 2008 446,250 595,000 Constellation Brands, Inc. sr. sub. notes Ser. B, 8 1/8s, 2012 624,750 247,500 Constellation Energy Group, Inc. bank term loan FRN Ser. B, 3 7/8s, 2008 (acquired 3/20/03, cost $247,500) (RES) 249,480 2,575,000 CSC Holdings, Inc. sr. notes 7 7/8s, 2007 2,568,563 240,000 Dean Foods Co. sr. notes 6 5/8s, 2009 244,800 310,000 Del Monte Corp. company guaranty Ser. B, 9 1/4s, 2011 327,825 780,000 Del Monte Corp. 144A sr. sub. notes 8 5/8s, 2012 811,200 347,413 Del Monte Foods Co. bank term loan FRN Ser. B, 4.8581s, 2010 (acquired 12/16/02, cost $345,676) (RES) 349,671 165,000 DirecTV bank term loan FRN Ser. B, 4.7539s, 2010 (acquired 3/4/03, cost $165,000) (RES) 165,639 1,315,000 DirecTV Holdings, LLC 144A sr. notes 8 3/8s, 2013 1,453,075 3,586,000 Diva Systems Corp. sr. disc. notes Ser. B, 12 5/8s, 2008 (In default) (NON) 286,880 1,150,000 Doane Pet Care Co. sr. sub. debs. 9 3/4s, 2007 1,086,750 57,033 Dole Food Co. bank term loan FRN Ser. B, 5.0446s, 2008 (acquired 3/28/03, cost $57,033) (RES) 57,484 275,000 Dole Food Co. sr. notes 7 1/4s, 2009 283,250 365,000 Dole Food Co. 144A sr. notes 8 7/8s, 2011 381,425 510,000 Domino's, Inc. 144A sr. sub. notes 8 1/4s, 2011 532,950 560,000 Eagle Family Foods company guaranty Ser. B, 8 3/4s, 2008 380,800 2,795,000 Echostar DBS Corp. sr. notes 10 3/8s, 2007 3,081,488 3,155,000 Echostar DBS Corp. sr. notes 9 1/8s, 2009 3,509,938 125,000 Elizabeth Arden, Inc. sec. notes Ser. B, 11 3/4s, 2011 139,375 GBP 170,000 EMI Group eurobonds 9 3/4s, 2008 (United Kingdom) 276,674 $297,000 Emmis Communications Corp. bank term loan FRN Ser. C, 3 3/8s, 2009 (acquired 6/20/02, cost $296,629) (RES) 298,238 335,000 Emmis Communications Corp. company guaranty Ser. B, 8 1/8s, 2009 345,888 90,000 Emmis Communications Corp. sr. disc. notes stepped-coupon zero % (12 1/2s, 3/15/06), 2011 (STP) 76,950 865,000 Fleming Cos., Inc. company guaranty 10 1/8s, 2008 (In default) (NON) 103,800 720,000 Fleming Cos., Inc. sr. notes 9 1/4s, 2010 (In default) (NON) 97,200 290,000 French Fragrances, Inc. company guaranty Ser. D, 10 3/8s, 2007 292,900 365,000 French Fragrances, Inc. sr. notes Ser. B, 10 3/8s, 2007 373,213 55,000 Granite Broadcasting Corp. sr. sub. notes 10 3/8s, 2005 54,450 840,000 Granite Broadcasting Corp. sr. sub. notes 9 3/8s, 2005 827,400 1,130,000 Granite Broadcasting Corp. sr. sub. notes 8 7/8s, 2008 1,096,100 585,000 Gray Television, Inc. company guaranty 9 1/4s, 2011 634,725 105,000 Insight Midwest LP/Insight Capital, Inc. bank term loan FRN 4.0625s, 2009 (acquired 11/5/01, cost $104,803) (RES) 105,253 430,000 Insight Midwest LP/Insight Capital, Inc. sr. notes 10 1/2s, 2010 460,100 135,000 Insight Midwest LP/Insight Capital, Inc. sr. notes 9 3/4s, 2009 139,725 52,627 Knology, Inc. 144A sr. notes 12s, 2009 (PIK) 43,944 815,000 Land O'Lakes, Inc. sr. notes 8 3/4s, 2011 692,750 350,000 LIN Television Corp. company guaranty 8s, 2008 371,000 450,000 MGM Studios bank term loan FRN Ser. B, 4.1s, 2008 (acquired 6/10/02, cost $450,000) (RES) 449,719 1,270,000 News America Holdings, Inc. company guaranty 9 1/4s, 2013 1,593,107 92,230 Nexstar Broadcasting bank term loan FRN Ser. B, 4.29s, 2011 (acquired 2/5/03, cost $92,230) (RES) 92,441 39,020 Nexstar Mission Broadcasting bank term loan FRN 4.29s, 2011 (acquired 2/5/03, cost $39,020) (RES) 39,109 1,560,000 North Atlantic Trading Co. company guaranty Ser. B, 11s, 2004 1,560,000 465,000 Olympus Cable bank term loan FRN Ser. B, 6s, 2010 (acquired various dates from 6/20/02 to 11/6/02, cost $374,206) (RES) 407,805 510,000 Pegasus Satellite sr. notes 12 3/8s, 2006 479,400 297,000 Playtex Products, Inc. bank term loan FRN Ser. C, 4.6191s, 2009 (acquired 6/3/02, cost $297,000) (RES) 296,443 2,195,000 Playtex Products, Inc. company guaranty 9 3/8s, 2011 2,107,200 630,000 Polaroid Corp. sr. notes 11 1/2s, 2006 (In default) (NON) 78,750 900,000 Premier International Foods PLC sr. notes 12s, 2009 (United Kingdom) 990,000 390,000 Premier Parks, Inc. sr. notes 10s, 2007 369,525 1,565,000 Premium Standard Farms, Inc. sr. notes 9 1/4s, 2011 1,533,700 2,658,731 Quorum Broadcast Holdings, LLC notes stepped-coupon zero % (15s, 5/15/06), 2009 (STP) 1,943,266 980,000 RAB Enterprises, Inc. company guaranty 10 1/2s, 2005 421,400 178,000 Rayovac Corp. bank term loan FRN Ser. B, 4.9238s, 2009 (acquired 9/26/02, cost $177,822) (RES) 178,000 502,000 RCN Corp. sr. disc. notes Ser. B, zero %, 2008 205,820 560,000 Regal Cinemas, Inc. company guaranty Ser. B, 9 3/8s, 2012 617,400 980,000 Remington Arms Co., Inc. 144A company guaranty 10 1/2s, 2011 1,011,752 640,000 Revlon Consumer Products sr. notes 9s, 2006 408,000 500,000 Revlon Consumer Products sr. notes 8 1/8s, 2006 318,750 165,000 Rite Aid Corp. bank term loan FRN 4.6035s, 2008 (acquired 5/16/03, cost $164,794) (RES) 165,660 780,000 Rite Aid Corp. 144A notes 9 1/2s, 2011 830,700 160,000 Rite Aid Corp. 144A notes 6s, 2005 152,000 945,000 Rite Aid Corp. 144A sr. notes 9 1/4s, 2013 933,188 525,000 Rite Aid Corp. 144A sr. sec. notes 8 1/8s, 2010 535,500 780,000 Rogers Cablesystems, Ltd. sr. notes Ser. B, 10s, 2005 (Canada) 830,700 296,256 Roundy's, Inc. bank term loan FRN 3.6304s, 2009 (acquired 6/3/02, cost $296,256) (RES) 296,395 1,130,000 Sbarro, Inc. company guaranty 11s, 2009 987,338 670,000 Scotts Co. (The) company guaranty 8 5/8s, 2009 700,150 423,170 Shoppers Drug Mart bank term loan FRN Ser. F, 3 1/8s, 2009 (acquired various dates from 5/22/02 to 5/29/02, cost $424,907) (RES) 423,611 1,120,000 Silver Cinemas, Inc. sr. sub. notes 10 1/2s, 2005 (In default) (NON) 112 440,000 Sinclair Broadcast Group, Inc. company guaranty 8 3/4s, 2011 468,600 525,000 Sinclair Broadcast Group, Inc. company guaranty 8s, 2012 538,125 281,250 Six Flags, Inc. bank term loan FRN Ser. B, 3.37s, 2009 (acquired 1/15/03, cost $280,898) (RES) 280,605 3,935,000 Six Flags, Inc. sr. notes 8 7/8s, 2010 3,561,175 1,840,000 TeleWest Communications PLC debs. 11s, 2007 (United Kingdom) (In default) (NON) 692,300 300,000 TeleWest Communications PLC debs. 9 5/8s, 2006 (United Kingdom) (In default) (NON) 112,500 255,000 TeleWest Communications PLC sr. notes Ser. S, 9 7/8s, 2010 (United Kingdom) (In default) (NON) 94,988 105,000 TeleWest Communications PLC 144A sr. notes 11 1/4s, 2008 (United Kingdom) (In default) (NON) 39,375 1,880,000 United Pan-Europe NV sr. disc. notes 12 1/2s, 2009 (Netherlands) (In default) (NON) 397,150 3,010,000 United Pan-Europe NV sr. disc. notes stepped-coupon zero % (13 3/4s, 2/1/05), 2010 (Netherlands) (In default) (NON) (STP) 617,050 180,000 United Pan-Europe NV 144A bonds 10 7/8s, 2009 (Netherlands) (In default) (NON) 56,025 400,000 United Rentals (North America), Inc. company guaranty Ser. B, 10 3/4s, 2008 430,000 165,000 Vivendi Universal SA bank term loan FRN Ser. B, 3.8574s, 2008 (acquired 6/23/03, cost $165,000) (France) (RES) 165,722 755,000 Vivendi Universal SA 144A notes 6 1/4s, 2008 (France) 737,069 630,000 Vivendi Universal SA 144A sr. notes 9 1/4s, 2010 (France) 700,875 955,000 Williams Scotsman, Inc. company guaranty 9 7/8s, 2007 923,963 1,663,000 Young Broadcasting, Inc. company guaranty 10s, 2011 1,800,198 113,000 Young Broadcasting, Inc. company guaranty Ser. B, 8 3/4s, 2007 113,565 50,000 Yum! Brands, Inc. sr. notes 8 7/8s, 2011 56,250 370,000 Yum! Brands, Inc. sr. notes 8 1/2s, 2006 400,525 1,470,000 Yum! Brands, Inc. sr. notes 7.65s, 2008 1,587,600 ------------- 80,479,792 Energy (4.8%) ------------------------------------------------------------------------------------------------------------------- 970,000 Arch Western Finance, LLC 144A sr. notes 6 3/4s, 2013 955,450 960,000 Belden & Blake Corp. company guaranty Ser. B, 9 7/8s, 2007 892,800 890,000 BRL Universal Equipment sec. notes 8 7/8s, 2008 947,850 475,000 Chesapeake Energy Corp. company guaranty 9s, 2012 517,750 345,000 Chesapeake Energy Corp. company guaranty 8 3/8s, 2008 365,700 155,000 Chesapeake Energy Corp. company guaranty 8 1/8s, 2011 163,331 215,000 Chesapeake Energy Corp. sr. notes Ser. B, 8 1/2s, 2012 224,138 1,515,000 Chesapeake Energy Corp. 144A sr. notes 7 1/2s, 2013 1,560,450 1,220,000 Comstock Resources, Inc. company guaranty 11 1/4s, 2007 1,305,400 975,000 Dresser, Inc. company guaranty 9 3/8s, 2011 994,500 310,000 El Paso Energy Partners LP company guaranty Ser. B, 8 1/2s, 2011 325,500 645,000 Encore Acquisition Co. company guaranty 8 3/8s, 2012 677,250 850,000 Forest Oil Corp. company guaranty 7 3/4s, 2014 881,875 420,000 Forest Oil Corp. sr. notes 8s, 2011 442,050 275,000 Forest Oil Corp. sr. notes 8s, 2008 289,438 2,720,000 Gazprom OAO 144A notes 9 5/8s, 2013 (Russia) 2,849,200 595,000 Hornbeck Offshore Services, Inc. sr. notes 10 5/8s, 2008 633,675 410,000 Key Energy Services, Inc. sr. notes 6 3/8s, 2013 408,975 105,000 Leviathan Gas Corp. company guaranty Ser. B, 10 3/8s, 2009 111,825 980,000 Newfield Exploration Co. sr. notes 7 5/8s, 2011 1,043,700 400,000 OAO Gazprom notes Ser. REGS, 9 5/8s, 2013 (Russia) 419,000 450,000 Offshore Logistics, Inc. 144A sr. notes 6 1/8s, 2013 427,500 755,000 Parker Drilling Co. company guaranty Ser. B, 10 1/8s, 2009 807,850 123,441 Peabody Energy Corp. bank term loan FRN Ser. B, 3.6925s, 2010 (acquired 3/20/03, cost $123,441) (RES) 124,315 1,525,000 Pemex Project Funding Master Trust 144A bonds 8 5/8s, 2022 1,647,000 1,850,000 Pemex Project Funding Master Trust 144A notes 7 3/8s, 2014 1,937,875 1,410,000 Petronas Capital, Ltd. company guaranty 7 7/8s, 2022 (Malaysia) 1,570,458 315,000 Petronas Capital, Ltd. company guaranty 7s, 2012 (Malaysia) 350,060 2,830,000 Petronas Capital, Ltd. 144A company guaranty 7 7/8s, 2022 (Malaysia) 3,152,054 1,120,000 Petronas Capital, Ltd. 144A company guaranty 7s, 2012 (Malaysia) 1,244,656 3,500,000 Pioneer Natural Resources Co. company guaranty 9 5/8s, 2010 4,226,250 160,000 Pioneer Natural Resources Co. company guaranty 7.2s, 2028 168,000 525,000 Plains All American Pipeline LP/Plains All American Finance Corp. company guaranty 7 3/4s, 2012 564,375 800,000 Plains Exploration & Production Co. company guaranty Ser. B, 8 3/4s, 2012 832,000 675,000 Plains Exploration & Production Co. 144A sr. sub. notes 8 3/4s, 2012 702,000 920,000 Pogo Producing Co. sr. sub. notes Ser. B, 8 1/4s, 2011 984,400 591,000 Pride Petroleum Services, Inc. sr. notes 9 3/8s, 2007 609,469 750,000 Seabulk International, Inc. 144A sr. notes 9 1/2s, 2013 750,000 420,000 Seven Seas Petroleum, Inc. sr. notes Ser. B, 12 1/2s, 2005 (In default) (NON) 46,200 1,035,000 Star Gas Partners LP/Star Gas Finance Co. sr. notes 10 1/4s, 2013 1,086,750 550,000 Star Gas Propane bank term loan FRN 8.04s, 2009 (acquired 5/7/03, cost $539,000) (RES) 541,750 210,000 Stone Energy Corp. company guaranty 8 3/4s, 2007 217,875 1,000,000 Stone Energy Corp. sr. sub. notes 8 1/4s, 2011 1,052,500 460,000 Swift Energy Co. sr. sub. notes 10 1/4s, 2009 480,700 660,000 Swift Energy Co. sr. sub. notes 9 3/8s, 2012 709,500 500,000 Tesoro Petroleum Corp. sec. notes 8s, 2008 510,000 1,030,000 Trico Marine Services, Inc. company guaranty 8 7/8s, 2012 741,600 205,000 Universal Compression, Inc. 144A sr. notes 7 1/4s, 2010 207,050 900,000 Vintage Petroleum, Inc. sr. notes 8 1/4s, 2012 963,000 605,000 Vintage Petroleum, Inc. sr. sub. notes 9 3/4s, 2009 641,300 205,000 Vintage Petroleum, Inc. sr. sub. notes 7 7/8s, 2011 216,275 165,000 Weg Acquistion bank term loan FRN 5.61s, 2008 (acquired 6/13/03, cost $163,350) (RES) 166,238 1,110,000 Westport Resources Corp. company guaranty 8 1/4s, 2011 1,182,150 385,000 Westport Resources Corp. 144A company guaranty 8 1/4s, 2011 410,025 530,000 XTO Energy, Inc. sr. notes 7 1/2s, 2012 575,050 320,000 XTO Energy, Inc. sr. notes 6 1/4s, 2013 321,600 ------------- 46,177,682 Financial (2.0%) ------------------------------------------------------------------------------------------------------------------- 1,470,000 Advanta Corp. 144A company guaranty Ser. B, 8.99s, 2026 926,100 700,000 Chevy Chase Savings Bank, Inc. sub. debs. 9 1/4s, 2005 701,750 530,000 Conseco, Inc. 144A company guaranty 10 3/4s, 2009 (In default) (NON) 323,300 170,000 Crescent Real Estate Equities LP notes 7 1/2s, 2007 (R) 169,082 1,075,000 Crescent Real Estate Equities LP sr. notes 9 1/4s, 2009 (R) 1,114,990 3,046,000 Finova Group, Inc. notes 7 1/2s, 2009 1,370,700 330,252 Hilb, Rogal & Hamilton Co. bank term loan FRN Ser. B, 3 7/8s, 2007 (acquired 6/20/02, cost $330,252) (RES) 332,729 247,500 Infinity Inc. bank term loan FRN 3.6s, 2010 (acquired 7/2/03, cost $247,500) (RES) 248,738 1,135,000 iStar Financial, Inc. sr. notes 8 3/4s, 2008 (R) 1,214,450 625,000 iStar Financial, Inc. sr. notes 7s, 2008 (R) 632,813 6,345,900 JPMorgan HYDI 144A notes 8s, 2008 6,139,658 338,000 Nationwide Credit, Inc. sr. notes Ser. A, 10 1/4s, 2008 (In default) (NON) 3 81,000 Ocwen Financial Corp. notes 11 7/8s, 2003 81,405 1,070,000 Resource America, Inc. 144A sr. notes 12s, 2004 1,070,000 2,890,000 Sovereign Bancorp, Inc. sr. notes 10 1/2s, 2006 3,420,136 760,000 Western Financial Bank sub. debs. 9 5/8s, 2012 836,000 ------------- 18,581,854 Gaming & Lottery (3.0%) ------------------------------------------------------------------------------------------------------------------- 690,000 Ameristar Casinos, Inc. company guaranty 10 3/4s, 2009 772,800 900,000 Argosy Gaming Co. company guaranty 10 3/4s, 2009 976,500 230,000 Argosy Gaming Co. sr. sub. notes 9s, 2011 244,950 250,000 Borgata Resorts bank term loan FRN Ser. B, 5.1793s, 2007 (acquired 6/5/02, cost $249,375) (RES) 250,313 1,050,000 Boyd Gaming Corp. sr. sub. notes 8 3/4s, 2012 1,126,125 500,000 Chumash Casino & Resort Enterprise 144A sr. notes 9s, 2010 540,000 1,245,000 Herbst Gaming, Inc. sec. notes Ser. B, 10 3/4s, 2008 1,372,613 980,000 Hollywood Park, Inc. company guaranty Ser. B, 9 1/4s, 2007 970,200 1,250,000 Horseshoe Gaming Holdings company guaranty 8 5/8s, 2009 1,331,250 900,000 International Game Technology sr. notes 8 3/8s, 2009 1,063,458 1,195,000 Majestic Investor Holdings/Capital Corp. company guaranty 11.653s, 2007 1,200,975 600,000 Mandalay Resort Group 144A sr. notes 6 1/2s, 2009 595,500 2,730,000 MGM Mirage, Inc. company guaranty 8 1/2s, 2010 3,043,950 680,000 Mirage Resorts, Inc. notes 6 3/4s, 2008 720,800 75,000 Mohegan Tribal Gaming Authority sr. notes 8 1/8s, 2006 80,250 270,000 Mohegan Tribal Gaming Authority sr. sub. notes 8 3/8s, 2011 290,925 980,000 Mohegan Tribal Gaming Authority sr. sub. notes 8s, 2012 1,043,700 790,000 Mohegan Tribal Gaming Authority 144A sr. sub. notes 6 3/8s, 2009 776,175 1,410,000 Park Place Entertainment Corp. sr. notes 7 1/2s, 2009 1,515,750 525,000 Park Place Entertainment Corp. sr. notes 7s, 2013 536,813 545,000 Park Place Entertainment Corp. sr. sub. notes 8 7/8s, 2008 595,413 155,000 Park Place Entertainment Corp. sr. sub. notes 8 1/8s, 2011 168,175 299,250 Penn National Gaming, Inc. bank term loan FRN Ser. B, 5.1029s, 2010 (acquired 2/19/03, cost $298,876) (RES) 299,923 640,000 Penn National Gaming, Inc. company guaranty Ser. B, 11 1/8s, 2008 708,800 1,320,000 Penn National Gaming, Inc. sr. sub. notes 8 7/8s, 2010 1,402,500 165,000 Pinnacle Entertainment, Inc. bank term loan FRN Ser. B, 5.725s, 2008 (acquired 4/3/03, cost $162,938) (RES) 165,825 305,000 Pinnacle Entertainment, Inc. sr. sub. notes Ser. B, 9 1/2s, 2007 301,950 495,000 Resorts International Hotel and Casino, Inc. company guaranty 11 1/2s, 2009 471,488 785,000 Riviera Holdings Corp. company guaranty 11s, 2010 768,319 373,125 Scientific Gaming bank term loan FRN Ser. B, 4.6s, 2008 (acquired 12/11/02, cost $371,259) (RES) 373,591 1,060,000 Station Casinos, Inc. sr. notes 8 3/8s, 2008 1,139,500 570,000 Trump Atlantic City Associates company guaranty 11 1/4s, 2006 453,150 2,135,000 Trump Casino Holdings, LLC 144A mtge. 11 5/8s, 2010 1,942,850 1,300,000 Venetian Casino Resort, LLC company guaranty 11s, 2010 1,436,500 ------------- 28,681,031 Health Care (3.5%) ------------------------------------------------------------------------------------------------------------------- 79,133 ALARIS Medical Systems, Inc. bank term loan FRN 3.8695s, 2009 (acquired 6/30/03, cost $79,153) (RES) 79,891 710,000 ALARIS Medical Systems, Inc. sr. sub. notes 7 1/4s, 2011 710,000 2,392,600 Alderwoods Group, Inc. company guaranty 12 1/4s, 2009 2,554,101 16,500 Alderwoods Group, Inc. company guaranty 11s, 2007 16,995 966,000 Alliance Imaging, Inc. sr. sub. notes 10 3/8s, 2011 961,170 605,000 AmerisourceBergen Corp. company guaranty 7 1/4s, 2012 632,225 780,000 AmerisourceBergen Corp. sr. notes 8 1/8s, 2008 834,600 510,000 Bio-Rad Labs Corp. sr. sub. notes 11 5/8s, 2007 561,000 1,210,000 Biovail Corp. sr. sub. notes 7 7/8s, 2010 (Canada) 1,252,350 446,625 Community Health Systems, Inc. bank term loan FRN Ser. B, 3.78s, 2010 (acquired 7/11/02, cost $446,625) (RES) 447,253 255,000 Dade Behring, Inc. company guaranty 11.91s, 2010 288,150 300,000 DaVita, Inc. bank term loan FRN Ser. C, 3.616s, 2009 (acquired 7/17/03, cost $300,000) (RES) 300,938 690,000 Extendicare Health Services, Inc. company guaranty 9 1/2s, 2010 729,675 299,250 Fisher Scientific International, Inc. bank term loan FRN Ser. B, 3.6s, 2010 (acquired 2/13/03, cost $299,250) (RES) 300,372 299,250 Fresenius Medical Care AG bank term loan FRN 3.6991s, 2010 (acquired 2/18/03, cost $299,250) (RES) 300,933 52,272 Genesis Health Ventures, Inc. sec. notes FRN 6.114s, 2007 51,749 835,000 Hanger Orthopedic Group, Inc. company guaranty 10 3/8s, 2009 910,150 205,000 Hanger Orthopedic Group, Inc. sr. sub. notes 11 1/4s, 2009 222,425 920,000 HCA, Inc. debs. 7.19s, 2015 892,927 350,000 HCA, Inc. notes 8.36s, 2024 352,513 750,000 HCA, Inc. notes 7.69s, 2025 703,363 1,385,000 HCA, Inc. notes 7s, 2007 1,454,976 1,525,000 Healthsouth Corp. notes 7 5/8s, 2012 (In default) (NON) 1,265,750 705,000 Healthsouth Corp. sr. notes 8 1/2s, 2008 (In default) (NON) 592,200 340,000 Healthsouth Corp. sr. notes 8 3/8s, 2011 (In default) (NON) 285,600 290,000 Healthsouth Corp. sr. notes 7s, 2008 (In default) (NON) 240,700 560,000 IASIS Healthcare Corp. company guaranty 13s, 2009 621,600 105,000 IASIS Healthcare Corp. 144A sr. sub. notes 8 1/2s, 2009 105,000 1,260,000 Integrated Health Services, Inc. sr. sub. notes Ser. A, 9 1/2s, 2007 (In default) (NON) 26,775 620,000 Integrated Health Services, Inc. sr. sub. notes Ser. A, 9 1/4s, 2008 (In default) (NON) 13,950 256,930 Kinetic Concepts, Inc. bank term loan FRN Ser. C, 3.85s, 2005 (acquired 11/5/01, cost $257,251) (RES) 256,609 1,990,000 Magellan Health Services, Inc. sr. sub. notes 9s, 2008 (In default) (NON) 905,450 365,000 Magellan Health Services., Inc. 144A sr. notes 9 3/8s, 2007 (In default) (NON) 357,700 206,250 Medex, Inc. bank term loan FRN 4.85s, 2009 (acquired various dates from 5/16/03 to 6/16/03, cost $206,147) (RES) 207,109 940,000 Mediq, Inc. debs. zero %, 2009 (In default) (NON) 94 1,285,000 MedQuest, Inc. company guaranty Ser. B, 11 7/8s, 2012 1,342,825 2,690,000 Multicare Cos., Inc. sr. sub. notes 9s, 2007 (In default) (NON) 40,350 EUR 535,000 NYCO Holdings 144A 11 1/2s, 2013 606,906 $535,000 Omnicare, Inc. company guaranty Ser. B, 8 1/8s, 2011 567,100 510,000 Omnicare, Inc. sr. sub. notes 6 1/8s, 2013 489,600 1,575,000 PacifiCare Health Systems, Inc. company guaranty 10 3/4s, 2009 1,779,750 770,000 Province Healthcare Co. sr. sub. notes 7 1/2s, 2013 739,200 390,000 Service Corp. International debs. 7 7/8s, 2013 378,300 115,000 Service Corp. International notes 7.7s, 2009 115,575 105,000 Service Corp. International notes 7.2s, 2006 106,575 35,000 Service Corp. International notes 6 7/8s, 2007 34,738 155,000 Service Corp. International notes 6 1/2s, 2008 150,350 1,435,000 Service Corp. International notes 6s, 2005 1,438,588 370,000 Service Corp. International notes Ser. (a), 7.7s, 2009 371,850 1,010,000 Stewart Enterprises, Inc. notes 10 3/4s, 2008 1,131,200 160,000 Tenet Healthcare Corp. sr. notes 6 3/8s, 2011 145,200 520,000 Tenet Healthcare Corp. sr. notes 5 3/8s, 2006 495,300 2,785,000 Triad Hospitals Holdings company guaranty Ser. B, 11s, 2009 3,077,425 45,000 Triad Hospitals, Inc. company guaranty Ser. B, 8 3/4s, 2009 47,925 425,000 Ventas Realty LP/Capital Corp. company guaranty 9s, 2012 461,125 ------------- 32,956,175 Homebuilding (1.0%) ------------------------------------------------------------------------------------------------------------------- 610,000 Beazer Homes USA, Inc. company guaranty 8 5/8s, 2011 651,175 390,000 D.R. Horton, Inc. company guaranty 8 1/2s, 2012 423,150 880,000 D.R. Horton, Inc. sr. notes 7 7/8s, 2011 924,000 265,000 D.R. Horton, Inc. sr. notes 6 7/8s, 2013 261,025 10,000 D.R. Horton, Inc. sr. notes 5 7/8s, 2013 9,200 630,000 K. Hovnanian Enterprises, Inc. company guaranty 10 1/2s, 2007 722,925 795,000 K. Hovnanian Enterprises, Inc. company guaranty 8 7/8s, 2012 850,650 180,000 K. Hovnanian Enterprises, Inc. company guaranty 8s, 2012 191,700 290,000 K. Hovnanian Enterprises, Inc. 144A sr. sub. notes 7 3/4s, 2013 292,900 1,085,000 KB Home sr. sub. notes 9 1/2s, 2011 1,188,075 85,000 KB Home sr. sub. notes 7 3/4s, 2010 89,250 860,000 Ryland Group, Inc. sr. notes 9 3/4s, 2010 971,800 750,000 Schuler Homes, Inc. company guaranty 10 1/2s, 2011 847,500 55,000 Technical Olympic USA, Inc. company guaranty 10 3/8s, 2012 58,850 190,000 Technical Olympic USA, Inc. company guaranty 9s, 2010 201,400 135,000 Technical Olympic USA, Inc. 144A sr. sub. notes 10 3/8s, 2012 144,450 590,000 Toll Corp. company guaranty 8 1/8s, 2009 613,600 170,000 Toll Corp. sr. sub. notes 8 1/4s, 2011 184,450 220,000 WCI Communities, Inc. company guaranty 10 5/8s, 2011 239,800 735,000 WCI Communities, Inc. company guaranty 9 1/8s, 2012 775,425 ------------- 9,641,325 Household Furniture and Appliances (0.2%) ------------------------------------------------------------------------------------------------------------------- 1,000,000 Sealy Mattress Co. company guaranty Ser. B, zero %, 2002 980,000 1,220,000 Sealy Mattress Co. sr. sub. notes Ser. B, 9 7/8s, 2007 1,183,400 ------------- 2,163,400 Lodging/Tourism (1.4%) ------------------------------------------------------------------------------------------------------------------- 1,187,000 FelCor Lodging LP company guaranty 9 1/2s, 2008 (R) 1,216,675 1,175,000 Hilton Hotels Corp. notes 7 5/8s, 2012 1,251,375 440,000 HMH Properties, Inc. company guaranty Ser. A, 7 7/8s, 2005 (R) 445,500 5,940,000 HMH Properties, Inc. company guaranty Ser. B, 7 7/8s, 2008 (R) 5,925,150 345,000 HMH Properties, Inc. sr. notes Ser. C, 8.45s, 2008 349,313 815,000 ITT Corp. notes 6 3/4s, 2005 843,525 2,085,000 John Q. Hammons Hotels LP/John Q. Hammons Hotels Finance Corp. III 1st mtge. Ser. B, 8 7/8s, 2012 2,184,038 720,000 RFS Partnership LP company guaranty 9 3/4s, 2012 729,000 135,000 Starwood Hotels & Resorts Worldwide, Inc. company guaranty 7 7/8s, 2012 143,100 535,000 Starwood Hotels & Resorts Worldwide, Inc. company guaranty 7 3/8s, 2007 553,725 206,250 Wyndham International, Inc. bank term loan FRN 6.029s, 2006 (acquired 5/21/03, cost $165,000) (RES) 173,018 ------------- 13,814,419 Publishing (2.1%) ------------------------------------------------------------------------------------------------------------------- 58,929 Affinity Group Holdings bank term loan FRN Ser. B1, 5.116s, 2009 (acquired 5/27/03, cost $58,781) (RES) 59,076 146,953 Affinity Group Holdings bank term loan FRN Ser. B2, 5.116s, 2009 (acquired 5/27/03, cost $146,586) (RES) 147,321 1,657,000 Affinity Group Holdings sr. notes 11s, 2007 1,698,425 760,000 Garden State Newspapers, Inc. sr. sub. notes 8 5/8s, 2011 784,700 290,000 Garden State Newspapers, Inc. sr. sub. notes Ser. B, 8 3/4s, 2009 298,700 625,000 Hollinger International Publishing, Inc. sr. notes 9s, 2010 646,875 1,985,785 Hollinger Participation Trust 144A sr. notes 12 1/8s, 2010 (Canada) (PIK) 2,273,686 740,000 Key3media Group, Inc. company guaranty 11 1/4s, 2011 (In default) (NON) 7,400 680,000 Mail-Well I Corp. company guaranty 9 5/8s, 2012 724,200 165,000 Moore Wallace bank term loan FRN Ser. B, 4.2688s, 2010 (acquired 3/13/03, cost $165,000) (RES) 165,206 282,718 PRIMEDIA, Inc. bank term loan FRN Ser. B, 4.0979s, 2009 (acquired 2/10/03, cost $270,702) (RES) 274,943 2,045,000 PRIMEDIA, Inc. company guaranty 8 7/8s, 2011 2,091,013 470,000 PRIMEDIA, Inc. company guaranty 7 5/8s, 2008 460,600 1,110,000 PRIMEDIA, Inc. 144A sr. notes 8s, 2013 1,110,000 300,000 Quebecor Media, Inc. sr. disc. notes stepped-coupon zero % (13 3/4s, 7/15/06), 2011 (Canada) (STP) 243,000 1,380,000 Quebecor Media, Inc. sr. notes 11 1/8s, 2011 (Canada) 1,552,500 373,125 RH Donnelley Finance Corp. I bank term loan FRN Ser. B, 5.1709s, 2010 (acquired 12/4/02, cost $373,125) (RES) 379,966 1,290,000 RH Donnelley Finance Corp. I 144A sr. notes 8 7/8s, 2010 1,396,425 825,000 RH Donnelley Finance Corp. I 144A sr. sub. notes 10 7/8s, 2012 928,125 252,057 Sum Media bank term loan FRN Ser. B, 3.61s, 2009 (acquired 2/4/03, cost $252,057) (RES) 252,294 1,215,000 Vertis, Inc. company guaranty Ser. B, 10 7/8s, 2009 1,202,850 1,545,000 Vertis, Inc. 144A sec. notes 9 3/4s, 2009 1,595,213 800,000 Von Hoffman Press, Inc. company guaranty 10 1/4s, 2009 856,000 370,000 Von Hoffman Press, Inc. company guaranty FRN 10 3/8s, 2007 371,850 468,767 Von Hoffman Press, Inc. debs. 13s, 2009 (PIK) 433,609 87,000 Yell Finance BV sr. notes 10 3/4s, 2011 (Netherlands) 98,745 ------------- 20,052,722 Retail (1.0%) ------------------------------------------------------------------------------------------------------------------- 129,872 Advance Stores bank term loan FRN Ser. C, 4.0049s, 2007 (acquired 3/4/03, cost $129,872) (RES) 130,424 800,000 Asbury Automotive Group, Inc. company guaranty 9s, 2012 784,000 1,230,000 Autonation, Inc. company guaranty 9s, 2008 1,353,000 460,000 Gap, Inc. (The) notes 6.9s, 2007 484,150 520,000 Hollywood Entertainment Corp. sr. sub. notes 9 5/8s, 2011 566,800 1,160,000 J. Crew Operating Corp. 144A sr. sub. notes 10 3/8s, 2007 1,136,800 1,645,000 JC Penney Co., Inc. debs. 7.95s, 2017 1,595,650 245,000 JC Penney Co., Inc. debs. 7.65s, 2016 230,300 40,000 JC Penney Co., Inc. notes 8s, 2010 40,600 450,000 JC Penney Co., Inc. notes Ser. MTNA, 7.05s, 2005 455,625 2,190,000 Saks, Inc. company guaranty 8 1/4s, 2008 2,266,650 715,000 United Auto Group, Inc. company guaranty 9 5/8s, 2012 754,325 ------------- 9,798,324 Technology (1.7%) ------------------------------------------------------------------------------------------------------------------- 880,000 AMI Semiconductor, Inc. company guaranty 10 3/4s, 2013 994,400 205,734 Amkor Technologies, Inc. bank term loan FRN 5.1s, 2006 (acquired 4/17/03, cost $206,005) (RES) 208,177 540,000 Amkor Technologies, Inc. structured notes 12.58s, 2005 (issued by STEERS Credit Linked Trust 2000) 561,600 270,000 Avaya, Inc. sec. sr. notes 11 1/8s, 2009 297,000 770,000 DigitalNet Holdings Inc. 144A sr. notes 9s, 2010 754,600 305,000 Iron Mountain, Inc. company guaranty 8 5/8s, 2013 315,675 232,000 Iron Mountain, Inc. company guaranty 8 1/8s, 2008 (Canada) 237,800 1,890,000 Iron Mountain, Inc. sr. sub. notes 8 1/4s, 2011 1,927,800 100,000 Lucent Technologies, Inc. debs. 6 1/2s, 2028 64,250 3,360,000 Lucent Technologies, Inc. debs. 6.45s, 2029 2,167,200 75,000 Lucent Technologies, Inc. notes 5 1/2s, 2008 60,750 1,460,000 Nortel Networks Corp. notes 6 1/8s, 2006 (Canada) 1,394,300 785,000 ON Semiconductor Corp. company guaranty 13s, 2008 808,550 1,095,000 SCG Holding & Semiconductor Corp. company guaranty 12s, 2009 952,650 855,000 Seagate Technology Hdd Holdings company guaranty 8s, 2009 (Cayman Islands) 923,400 208,982 Telex Communications Group, Inc. sr. sub. notes Ser. A, zero %, 2006 114,940 260,000 Xerox Cap Europe PLC company guaranty 5 7/8s, 2004 (United Kingdom) 261,300 555,000 Xerox Corp. notes Ser. MTN, 7.2s, 2016 510,600 2,480,000 Xerox Corp. sr. notes 7 1/8s, 2010 2,380,800 750,000 Xerox Corp. 144A sr. notes 9 3/4s, 2009 810,000 EUR 270,000 Xerox Corp. 144A sr. notes 9 3/4s, 2009 324,368 ------------- 16,070,160 Textiles (0.3%) ------------------------------------------------------------------------------------------------------------------- $780,000 Galey & Lord, Inc. company guaranty 9 1/8s, 2008 (In default) (NON) 5,850 1,145,000 Levi Strauss & Co. sr. notes 12 1/4s, 2012 967,525 635,000 Oxford Industries, Inc. 144A sr. notes 8 7/8s, 2011 665,163 695,000 Russell Corp. company guaranty 9 1/4s, 2010 743,650 850,000 William Carter Holdings Co. (The) company guaranty Ser. B, 10 7/8s, 2011 952,000 ------------- 3,334,188 Tire & Rubber (0.1%) ------------------------------------------------------------------------------------------------------------------- 825,000 Goodyear Tire & Rubber Co. (The) notes 7.857s, 2011 606,375 Transportation (1.3%) ------------------------------------------------------------------------------------------------------------------- 100,000 Air Canada Corp. sr. notes 10 1/4s, 2011 (Canada) (In default) (NON) 56,000 1,340,093 Air2 US 144A sinking fund Ser. D, 12.266s, 2020 (In default) (NON) 40,203 620,000 Allied Holdings, Inc. company guaranty Ser. B, 8 5/8s, 2007 551,800 525,000 American Airlines, Inc. pass-through certificates Ser. 01-1, 6.817s, 2011 441,000 350,000 American Airlines, Inc. pass-through certificates Ser. 99-1, 7.024s, 2009 332,500 1,365,000 Calair, LLC/Calair Capital Corp. company guaranty 8 1/8s, 2008 1,078,350 450,000 Continental Airlines, Inc. pass-through certificates Ser. D, 7.568s, 2006 333,000 1,300,000 CSX Corp. notes 6 1/4s, 2008 1,424,498 550,000 Delta Air Lines, Inc. pass-through certificates Ser. 00-1, 7.779s, 2005 453,369 359,542 Delta Air Lines, Inc. pass-through certificates Ser. 02-1, 7.779s, 2012 298,420 1,285,000 Evergreen International Aviation, Inc. 144A sec. notes 12s, 2010 1,278,575 EUR 500,000 Fixed-Link Finance BV sec. notes FRN Ser. B2-X, 7.85s, 2009 (Netherlands) 444,533 $1,270,000 Kansas City Southern Railway Co. company guaranty 9 1/2s, 2008 1,416,050 260,000 Kansas City Southern Railway Co. company guaranty 7 1/2s, 2009 269,100 1,435,000 Navistar International Corp. company guaranty Ser. B, 9 3/8s, 2006 1,542,625 300,000 Navistar International Corp. sr. notes Ser. B, 8s, 2008 301,500 770,000 Northwest Airlines, Inc. company guaranty 7 5/8s, 2005 635,250 655,000 Northwest Airlines, Inc. sr. notes 9 7/8s, 2007 478,150 351,415 NWA Trust sr. notes Ser. A, 9 1/4s, 2012 349,658 274,029 Pacer International, Inc. bank term loan FRN 4.4548s, 2010 (acquired 6/10/03, cost $274,966) (RES) 276,085 260,000 Travel Centers of America, Inc. company guaranty 12 3/4s, 2009 299,000 737,147 US Air, Inc. pass-through certificates Ser. 93-A3, 10 3/8s, 2013 (In default) (NON) 294,859 ------------- 12,594,525 Utilities & Power (4.2%) ------------------------------------------------------------------------------------------------------------------- 77,000 AES Corp. (The) sr. notes 8 7/8s, 2011 71,803 43,000 AES Corp. (The) sr. notes 8 3/4s, 2008 40,313 1,085,000 AES Corp. (The) 144A sec. notes 9s, 2015 1,057,875 1,005,000 AES Corp. (The) 144A sec. notes 8 3/4s, 2013 964,800 1,300,000 Allegheny Energy Supply 144A bonds 8 1/4s, 2012 1,085,500 470,000 Allegheny Energy, Inc. notes 7 3/4s, 2005 474,700 595,000 Avon Energy Partners Holdings 144A notes 7.05s, 2007 (United Kingdom) 519,138 55,000 Avon Energy Partners Holdings 144A notes 6.46s, 2008 (United Kingdom) 45,096 595,000 Calpine Canada Energy Finance company guaranty 8 1/2s, 2008 (Canada) 440,300 375,000 Calpine Corp. bank term loan FRN 6.866s, 2007 (acquired 7/11/03, cost $375,000) (RES) 349,821 530,000 Calpine Corp. sr. notes 8 1/2s, 2011 384,250 1,750,000 Calpine Corp. sr. notes 7 7/8s, 2008 1,277,500 570,000 Calpine Corp. sr. notes 7 5/8s, 2006 473,100 3,030,000 Calpine Corp. 144A sec. notes 8 1/2s, 2010 2,727,000 390,000 CenterPoint Energy Resources Corp. debs. 6 1/2s, 2008 408,476 335,000 CenterPoint Energy Resources Corp. 144A notes 7 7/8s, 2013 364,096 3,700 CMS Energy Corp. bank term loan FRN Ser. C, 9s, 2004 (acquired 4/21/03, cost $3,654) (RES) 3,700 210,000 CMS Energy Corp. pass-through certificates 7s, 2005 205,800 1,190,000 CMS Energy Corp. sr. notes 8.9s, 2008 1,178,100 440,000 CMS Energy Corp. sr. notes 8 1/2s, 2011 433,400 250,000 CMS Energy Corp. 144A sr. notes 7 3/4s, 2010 237,500 140,000 CMS Panhandle Holding Corp. sr. notes 6 1/2s, 2009 150,675 1,125,000 Dynegy Holdings, Inc. company guaranty 6 3/4s, 2005 1,113,750 240,000 Dynegy Holdings, Inc. sr. notes 8 1/8s, 2005 240,000 205,000 Dynegy Holdings, Inc. sr. notes 7.45s, 2006 200,900 425,000 Dynegy Holdings, Inc. sr. notes 6 7/8s, 2011 316,625 520,000 Edison Mission Energy sr. notes 10s, 2008 410,800 530,000 Edison Mission Energy sr. notes 9 7/8s, 2011 413,400 295,000 Edison Mission Energy sr. notes 7.73s, 2009 221,250 215,000 El Paso CGP Co. debs. 6 1/2s, 2008 172,000 275,000 El Paso CGP Co. notes 6 3/8s, 2009 213,125 385,000 El Paso Corp. notes Ser. MTN, 6.95s, 2007 315,700 170,000 El Paso Corp. sr. notes 7 3/8s, 2012 131,750 505,000 El Paso Natural Gas Co. 144A sr. notes 7 5/8s, 2010 479,750 1,285,000 El Paso Production Holding Co. 144A sr. notes 7 3/4s, 2013 1,178,988 895,000 Gemstone Investor, Ltd. 144A company guaranty 7.71s, 2004 865,913 1,275,000 Israel Electric Corp., Ltd. notes Ser. REGS, 7.95s, 2011 (Israel) 1,372,363 1,105,000 Midland Funding II Corp. debs. Ser. B, 13 1/4s, 2006 1,292,850 535,000 Midwest Generation LLC pass-through certificates Ser. A, 8.3s, 2009 502,900 535,000 Mirant Americas Generation, Inc. sr. notes 8.3s, 2011 (In default) (NON) 399,913 1,625,000 Mirant Americas Generation, Inc. sr. notes 7 5/8s, 2006 (In default) (NON) 1,186,250 390,000 Mirant Americas Generation, Inc. sr. notes 7.2s, 2008 (In default) (NON) 282,750 390,000 Mission Energy Holding Co. sec. notes 13 1/2s, 2008 195,000 186 Northeast Utilities notes Ser. A, 8.58s, 2006 211 465,000 Northwest Pipeline Corp. company guaranty 8 1/8s, 2010 477,788 1,185,000 Northwestern Corp. notes 8 3/4s, 2012 873,938 500,000 Pacific Gas & Electric Co. 144A sr. notes 7 3/8s, 2005 (In default) (NON) 515,000 865,000 PG&E Corp. 144A sec. notes 6 7/8s, 2008 877,975 220,000 PG&E Gas Transmission Northwest sr. notes 7.1s, 2005 223,300 850,000 PSEG Energy Holdings, Inc. notes 7 3/4s, 2007 871,250 670,000 SEMCO Energy, Inc. 144A sr. notes 7 3/4s, 2013 676,700 260,000 Sierra Pacific Power Co. collateralized Ser. MTNC, 6.82s, 2006 258,050 25,000 Sierra Pacific Power Co. general ref. mtge. Ser. A, 8s, 2008 25,750 990,000 Sierra Pacific Resources notes 8 3/4s, 2005 994,950 500,000 Southern California Edison Co. bank term loan FRN 4 3/8s, 2005 (acquired 2/28/02, cost $499,250) (RES) 500,938 130,000 Southern California Edison Co. notes 6 3/8s, 2006 131,788 1,270,000 Southern California Edison Co. 144A 1st mtge. 8s, 2007 1,371,600 440,000 Teco Energy, Inc. notes 10 1/2s, 2007 486,200 220,000 Teco Energy, Inc. notes 7.2s, 2011 209,000 570,000 Teco Energy, Inc. notes 7s, 2012 535,800 510,000 Teco Energy, Inc. sr. notes 7 1/2s, 2010 497,250 815,000 Western Resources, Inc. sr. notes 9 3/4s, 2007 903,631 790,000 Williams Cos., Inc. (The) FRN Ser. A, 6 3/4s, 2006 754,450 525,000 Williams Cos., Inc. (The) notes 9 1/4s, 2004 531,563 1,010,000 Williams Cos., Inc. (The) notes 6 1/2s, 2006 959,500 975,000 Williams Cos., Inc. (The) sr. notes 8 5/8s, 2010 972,563 520,000 Williams Holdings Of Delaware notes 6 1/2s, 2008 468,000 165,000 Williams Products bank term loan FRN 4.9s, 2007 (acquired 6/4/03, cost $165,000) (RES) 165,825 1,370,925 York Power Funding 144A notes 12s, 2007 (Cayman Islands) (In default) (NON) 959,647 ------------- 39,641,587 ------------- Total Corporate bonds and notes (cost $524,879,123) $516,478,571 Foreign government bonds and notes (14.3%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- USD 1,250,000 Argentina (Government of) FRB Ser. L-GL, 2.313s, 2023 $628,125 EUR 6,000,000 Austria (Republic of) notes Ser. E MTN, 3.8s, 2013 6,497,835 USD 2,630,000 Brazil (Federal Republic of) bonds 10 1/8s, 2027 2,097,425 USD 1,505,000 Brazil (Federal Republic of) bonds 2.188s, 2012 1,147,563 USD 1,290,000 Bulgaria (Republic of) bonds 1.938s, 2024 1,251,300 USD 3,685,000 Bulgaria (Republic of) 144A bonds 8 1/4s, 2015 4,086,665 CAD 11,840,000 Canada (Government of) bonds 6s, 2011 9,078,455 CAD 2,725,000 Canada (Government of) bonds 5 1/2s, 2010 2,039,105 CAD 930,000 Canada (Government of) bonds Ser. WL43, 5 3/4s,2029 687,262 USD 1,300,000 Chile (Republic of) bonds 5 1/2s, 2013 1,287,000 USD 507,876 Colombia (Republic of) bank guaranty 9 3/4s, 2011 561,965 USD 2,430,000 Colombia (Republic of) bonds 10 3/8s, 2033 2,518,695 USD 420,000 Colombia (Republic of) bonds Ser. NOV, 9 3/4s, 2009 463,050 USD 4,430,000 Colombia (Republic of) notes 10 3/4s, 2013 4,861,925 USD 660,000 Costa Rica (Republic of) 144A notes 8.05s, 2013 709,500 USD 1,285,000 Dominican Republic 144A notes 9.04s, 2013 1,156,500 USD 4,670,000 Ecuador (Republic of) bonds stepped-coupon Ser. REGS, 6s (7s, 8/15/03), 2030 (STP) 2,750,630 EUR 1,845,000 France (Government of) bonds 5 3/4s, 2032 2,313,068 EUR 4,830,000 France (Government of) bonds 5 1/2s, 2010 5,990,122 EUR 1,080,000 France (Government of) deb. 4s, 2009 1,236,094 EUR 6,340,000 Germany (Federal Republic of) bonds Ser. 97, 6s, 2007 7,805,729 USD 260,000 Indonesia (Republic of) FRN 2.005s, 2006 219,050 USD 645,000 Indonesia (Republic of) FRN 2.005s, 2005 569,213 EUR 530,000 Italy (Government of) treasury bonds 4 3/4s, 2006 626,464 USD 1,265,000 Korea Highway Corp. 144A notes 4.9s, 2013 (South Korea) 1,172,566 EUR 1,040,000 Netherlands (Government of) bonds 5s, 2012 1,245,908 NZD 12,920,000 New Zealand (Government of) bonds 6 1/2s, 2013 7,887,702 NZD 8,036,000 New Zealand (Government of) bonds Ser. 709, 7s, 2009 4,999,141 USD 240,000 Philippines (Republic of) bonds 9s, 2013 246,000 USD 3,690,000 Russia (Federation of) unsub. stepped-coupon 5s (7 1/2s, 3/31/07), 2030 (STP) 3,298,860 USD 8,807,500 Russia (Federation of) 144A unsub. stepped-coupon 5s (7 1/2s, 3/31/07), 2030 (STP) 7,873,905 USD 3,985,000 South Africa (Republic of) notes 7 3/8s, 2012 4,363,575 USD 1,100,000 State of Israel notes 4 5/8s, 2013 1,022,670 SEK 85,700,000 Sweden (Government of) bonds 6 3/4s, 2014 12,261,496 USD 3,175,000 Turkey (Republic of) notes 9 7/8s, 2008 3,238,500 USD 627,203 Ukraine (Government of) sr. notes Ser. REGS, 11s, 2007 688,355 USD 1,490,000 Ukraine (Government of) 144A bonds 7.65s, 2013 1,445,300 GBP 4,420,000 United Kingdom treasury bonds 10s, 2003 7,150,889 GBP 1,055,000 United Kingdom treasury bonds 8 3/4s, 2017 2,398,719 GBP 1,100,000 United Kingdom treasury bonds 5s, 2012 1,832,677 GBP 2,800,000 United Kingdom treasury bonds 5s, 2004 4,561,480 USD 1,855,000 United Mexican States bonds Ser. MTN, 8.3s, 2031 1,924,563 USD 2,370,000 United Mexican States notes 8 1/8s, 2019 2,464,800 USD 1,385,000 United Mexican States notes 7 1/2s, 2012 1,481,950 USD 2,150,000 United Mexican States notes 4 5/8s, 2008 2,123,125 USD 2,545,000 Venezuela (Republic of) bonds 9 1/4s, 2027 1,896,025 ------------- Total Foreign government bonds and notes (cost $127,008,304) $136,160,946 U.S. government and agency obligations (9.8%) (a) Principal amount Value U.S. Government and Agency Mortgage Obligations (3.3%) ------------------------------------------------------------------------------------------------------------------- $45,154 Federal Home Loan Mortgage Corporation Pass-Through Certificates 7 1/2s, March 1, 2026 $48,166 340,948 Federal National Mortgage Association Pass-Through Certificates 7 1/2s, with due dates from October 1, 2022 to January 1, 2030 361,694 11,207,000 Federal National Mortgage Association TBA, 5s, August 1, 2033 10,713,220 21,203,000 Government National Mortgage Association TBA, 5s, August 1, 2033 20,321,803 ------------- 31,444,883 U.S. Treasury Obligations (6.5%) ------------------------------------------------------------------------------------------------------------------- U.S. Treasury Bonds 21,600,000 7 1/2s, November 15, 2016 26,757,842 8,802,000 6 1/4s, May 15, 2030 9,735,153 12,260,000 6 1/4s, August 15, 2023 13,461,100 6,275,000 U.S. Treasury Notes 1 5/8s, March 31, 2005 6,274,266 20,460,000 U.S. Treasury Strip zero %, November 15, 2024 5,908,909 ------------- 62,137,270 ------------- Total U.S. government and agency obligations (cost $94,620,606) $93,582,153 Collateralized mortgage obligations (8.7%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- $206,562 Arc Net Interest Margin Trust Ser. 02-5A, Class A, 7 3/4s, 2032 $205,233 300,832 Arc Net Interest Margin Trust 144A Ser. 02-1A, Class A, 7 3/4s, 2032 300,780 55,035,000 Bayview Financial Acquisition Trust Ser. 03-X, Class A1, Interest Only (IO), 1.36s, 2006 851,323 6,310,625 Commercial Mortgage Acceptance Corp. Ser. 97-ML1, IO, 0.96s, 2017 191,291 42,497,339 Commercial Mortgage Asset Trust Ser. 99-C1, Class X, IO, 0.91s, 2032 2,469,945 1,858,000 Criimi Mae Commercial Mortgage Trust Ser. 98-C1, Class A2, 7s, 2011 2,093,153 2,814,000 Criimi Mae Commercial Mortgage Trust 144A Ser. 98-C1, Class B, 7s, 2011 2,880,761 62,222,694 Deutsche Mortgage & Asset Receiving Corp. Ser. 98-C1, Class X, IO, 1.22s, 2023 2,146,595 25,303,411 DLJ Commercial Mortgage Corp. 144A Ser. 00-CKP1, Class S, IO, 0.481s, 2010 1,437,474 1,880,000 Euro 144A FRB Class A, 4.102s, 2011 3,021,912 Fannie Mae 2,509,970 Ser. 02-36, Class SJ, 17 3/8s, 2029 2,819,991 20,124,989 Ser. 00-T6, IO, 8.7s, 2030 437,090 2,740 Ser. 92-15, Class L, IO, 8s, 2022 38,419 1,071,183 Ser. 03-W3, Class 1A3, 7 1/2s, 2042 1,163,396 38,356 Ser. 03-W2, Class 1A3, 7 1/2s, 2042 41,658 1,304,390 Ser. 01-T10, Class A2, 7 1/2s, 2041 1,416,680 28,918 Ser. 01-T8, Class A1, 7 1/2s, 2041 31,407 5,025,141 Ser. 01-T7, Class A1, 7 1/2s, 2041 5,457,734 750,150 Ser. 01-T3, Class A1, 7 1/2s, 2040 814,727 2,212,212 Ser. 01-T1, Class A1, 7 1/2s, 2040 2,402,652 885,245 Ser. 99-T2, Class A1, 7 1/2s, 2039 961,452 476,501 Ser. 00-T6, Class A1, 7 1/2s, 2030 517,521 2,236,925 Ser. 01-T4, Class A1, 7 1/2s, 2028 2,429,492 4,692 Ser. 02-W3, Class A5, 7 1/2s, 2028 5,096 8,432 Ser. 2002-T1, Class A2, 7s, 2031 9,013 4,545,917 Ser. 02-92, Class SA, IO, 6.85s, 2033 608,016 2,859,392 Ser. 03-14, Class KS, IO, 6 1/2s, 2017 274,323 2,716,650 Ser. 03-58, Class ID, IO, 6s, 2033 688,077 2,553,852 Ser. 332, Class 2, IO, 6s, 2033 683,155 7,425,544 Ser. 329, Class 2, IO, 5 1/2s, 2033 2,137,161 10,115,313 Ser. 03-63, Class SE, IO, 5 1/2s, 2031 1,156,939 4,843,694 Ser. 03-37, Class IC, IO, 5 1/2s, 2027 575,189 8,705,981 Ser. 337, Class 2, IO, 5s, 2033 2,600,912 2,663,700 Ser. 03-24, Class IC, IO, 5s, 2015 498,611 20,353,436 Ser. 03-W10, Class 3A, IO, 2.287s, 2043 865,021 16,800,179 Ser. 03-W10, Class 1A, IO, 2.255s, 2043 735,008 3,215,826 Ser. 318, Class 2, IO, 1.577s, 2032 768,785 228,682 Ser. 01-58, Class HI, IO, 1.485s, 2026 71 385,543 Ser. 98-51, Class SG, IO, 1.481s, 2022 170,612 1,359,289 Ser. 01-74, Class MI, IO, 1.103s, 2015 156,099 2,475,974 Ser. 322, Class 2, IO, 0.77s, 2032 571,795 6,028,304 Ser. 03-49, Class TS, IO, 0.7s, 2018 820,414 5,527,948 Ser. 03-34, Class SG, IO, 0.695s, 2033 621,030 16,260,163 Ser. 03-34, IO, 0.694s, 2032 1,806,402 13,819,923 Ser. 03-34, Class ES, IO, 0.681s, 2033 1,550,423 3,080,796 Ser. 03-26, Class IG, IO, 0.68s, 2033 605,569 1,555,116 Ser. 02-29, Class SL, IO, 0.644s, 2029 71,438 2,954,185 Ser. 02-52, Class SL, IO, 0.613s, 2032 246,490 7,019,173 Ser. 02-9, Class MS, IO, 0.597s, 2032 614,178 3,181,472 Ser. 02-63, Class SN, IO, 0.595s, 2032 291,304 1,291,791 Ser. 03-23, Class SC, IO, 0.587s, 2033 167,125 5,438,263 Ser. 02-36, Class QH, IO, 6.95s, 2029 433,200 8,751,901 Ser. 03-23, Class AI, IO, 0.545s, 2017 1,247,146 4,695,200 Ser. 03-41, Class SP, IO, 0.439s, 2015 459,983 3,739,259 Ser. 03-7, Class SM, IO, 0.358s, 2023 175,278 1,387,595 Ser. 02-21, Class PS, IO, 0.148s, 2025 13,009 135,903 Ser. 02-27, Class IA, IO, 0.083s, 2013 2,123 413,618 Ser. 03-26, Class JO, Principal Only (PO), zero %, 2033 413,618 751,615 Ser. 02-97, PO, zero %, 2033 583,206 17,485 Ser. 03-18, PO, zero %, 2032 17,485 464,084 Ser. 99-51, Class N, PO, zero %, 2029 390,121 358,533 Ser. 99-52, Class MO, PO, zero %, 2026 344,701 230,759 Ser. 96-5, Class PB, PO, zero %, 2024 225,856 22,793,178 FFCA Secured Lending Corp. Ser. 00-1, Class X, IO, 1.72s, 2020 1,686,112 Freddie Mac 1,844,800 Ser. 2412, Class GS, FRN, 18.1s, 2032 2,213,760 88,296 Ser. 2028, Class SG, IO, 13.7s, 2023 1,435 1,033,400 Ser. 2590, Class IH, IO, 5 1/2s, 2028 308,244 2,008,400 Ser. 2515, Class IG, IO, 1.891s, 2032 767,962 11,407,660 Ser. 216, IO, 1.589s, 2032 2,695,060 3,799,300 Ser. 2448, Class SM, IO, 1.315s, 2032 607,888 2,035,475 Ser. 2448, Class SE, IO, 0.74s, 2029 61,064 1,089,247 Ser. 2478, Class SY, IO, 0.654s, 2021 80,332 4,697,172 Ser. 2579, Class GS, IO, 0.639s, 2017 507,594 1,193,586 Ser. 215, PO, zero %, 2031 1,024,620 1,111,303 Ser. 2235, PO, zero %, 2030 873,935 5 Ser. 2078, Class KC, PO, zero %, 2023 5 42,292,914 GMAC Commercial Mortgage Securities, Inc. Ser. 99-C1, Class X, IO, 0.65s, 2033 1,288,612 Government National Mortgage Association 1,338,649 Ser. 02-36, Class SD, IO, 7.05s, 2029 31,793 5,521,950 Ser. 01-19, Class S, IO, 6.397s, 2031 496,976 4,412,062 Ser. 02-63, Class ST, IO, 1.066s, 2024 99,271 2,375,186 Ser. 02-51, Class SA, IO, 0.971s, 2032 145,099 3,716,012 Ser. 01-43, Class SJ, IO, 0.489s, 2029 227,792 6,040,930 Ser. 02-47, Class SM, IO, 0.363s, 2032 347,353 2,714,925 Ser. 01-43, Class SD, IO, 0.301s, 2028 65,012 819,648 Ser. 02-40, Class IB, IO, 0.207s, 2028 19,595 3,430,357 Ser. 02-29, Class SX, IO, 0.171s, 2029 163,477 492,163 Ser. 98-2, Class EA, PO, zero %, 2028 412,725 Granite Mortgages PLC EUR 2,005,000 Ser. 03-2, Class 2C1, 5.2s, 2010 (United Kingdom) 2,229,350 GBP 1,505,000 FRN Ser. 03-2, Class 3C, 4.956s, 2043 (United Kingdom) 2,419,137 $11,743,884 Merrill Lynch Mortgage Investors, Inc. Ser. 96-C2, IO, 9.1s, 2028 833,323 4,436,110 Merrill Lynch Mortgage Trust 144A Ser. 02-MW1, Class XP, IO, 1.86s, 2034 323,004 9,213,764 Mortgage Capital Funding, Inc. Ser. 97-MC2, Class X, IO, 8.05s, 2012 375,020 4,457 Prudential Home Mortgage Securities Ser. 93-57, Class A4, 5.9s, 2023 4,450 626,672 Rural Housing Trust Ser. 87-1, Class D, 6.33s, 2026 656,830 234,055 Sasco Arc Net Interest Margin Notes Ser. 02-BC10, Class A, 7 3/4s, 2033 231,928 1,192,568 Sasco Arc Net Interest Margin Notes 144A Ser. 03-AM1, Class A, 7 3/4s, 2033 1,186,754 386,570 Sasco Net Interest Margin Trust 144A Ser. 03-BC1, Class B, zero %, 2033 276,820 Starwood Asset Receivables Trust 144A 270,000 FRB Ser. 03-1A, Class F, 2.2s, 2022 270,162 340,000 FRB Ser. 03-1A, Class E, 2.15s, 2022 340,204 355,000 FRB Ser. 03-1A, Class A2, 1.45s, 2022 355,213 552,000 Structured Asset Securities Corp. FRN Ser. 02-HF2, Class M3, 3.1s, 2032 469,502 4,075,000 Washington Mutual Ser. 03-S1, Class A11, IO, 5 1/2s, 2033 834,102 ------------- Total Collateralized mortgage obligations (cost $82,816,533) $82,666,183 Asset-backed securities (6.7%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- Ameriquest Mortgage Securities, Inc. $231,000 FRN Ser. 03-AR3, Class M5, 4.85s, 2033 $218,891 585,000 FRN Ser. 03-1, Class M4, 4.18s, 2033 481,406 Amortizing Residential Collateral Trust 31,442,727 Ser. 02-BC1, Class A, IO, 6s, 2005 1,295,342 115,000 FRB Ser. 03-8, 4.866s, 2011 96,094 541,000 FRN Ser. 02-BC5, Class B, 3.35s, 2032 469,275 438,000 FRN Ser. 02-BC7, Class B3, 3.1s, 2032 375,157 888,478 AQ Finance NIM Trust Ser. 03-N1, Class Note, 9.37s, 2033 888,458 1,676,066 AQ Finance NIM Trust 144A Ser. 03-N2, Class Note, 9.3s, 2033 1,673,447 560,970 Arc Net Interest Margin Trust 144A Ser. 02-8A, Class A1, 7 3/4s, 2032 556,348 250,000 Argent Securities, Inc. FRB Ser. 03-1, 4.87s, 2033 196,819 Asset Backed Funding Certificates 185,000 FRB Ser. 03-WF1, Class M4, 4.35s, 2032 168,545 607,000 FRB Ser. 03-WF1, Class M3, 4.15s, 2032 607,000 156,347 Asset Backed Funding Corp. NIM Trust Ser. 02-WF1, 9.32s, 2032 156,347 249,504 Asset Backed Funding Corp. NIM Trust 144A Ser. 03-WF1, Class N1, 8.35s, 2032 249,504 222,000 Asset Backed Securities Corp. FRB Ser. 03-HE5, 5.366s, 2033 193,032 Asset Backed Securities Corp. Home Equity Loan Trust 350,000 FRB Ser. 02-HE3, Class M4, 4.11s, 2032 304,951 546,000 FRN Ser. 03-HE3, Class M5, 5.11s, 2033 474,702 1,125,000 FRN Ser. 03-HE2, Class M4, 4.96s, 2033 1,105,637 2,571,000 Bank One Issuance Trust FRN Ser. 02-C1, Class C1, 2.07s, 2009 2,555,634 Bayview Financial Acquisition Trust 1,390,000 Ser. 02-CA, Class A, IO, 7.15s, 2004 68,197 1,063,936 FRN Ser. 01-DA, Class M3, 2 1/2s, 2031 1,053,297 CDC Mortgage Capital Trust 358,000 FRB Ser. 03-HE3, Class B3, 1s, 2033 295,604 450,000 FRN Ser. 03-HE2, Class B3, 4.85s, 2033 379,296 Chase Funding Net Interest Margin 41,590 Ser. 02-1, Class Note, 8 1/2s, 2035 41,407 337,659 Ser. 02-2, 8 1/2s, 2035 337,220 1,092,000 Ser. 03-4, 6 3/4s, 2036 1,090,799 Chase Funding Net Interest Margin 144A 717,617 Ser. 03-2A, Class Note, 8 3/4s, 2035 714,890 313,560 Ser. 03-1A, Class Note, 8 3/4s, 2004 313,748 Conseco Finance Securitizations Corp. 1,436,000 Ser. 01-4, Class B1, 9.4s, 2010 502,600 346,000 Ser. 00-2, Class A4, 8.48s, 2021 360,492 6,061,000 Ser. 00-4, Class A6, 8.31s, 2032 5,127,604 1,535,000 Ser. 00-6, Class M2, 8.2s, 2032 767,500 400,000 Ser. 01-3, Class M2, 7.44s, 2033 132,000 32,000 Ser. 01-4, Class A4, 7.36s, 2019 29,230 692,000 Ser. 01-3, Class A4, 6.91s, 2033 613,102 4,297,606 Ser. 02-1, Class A, 6.681s, 2032 4,203,195 18,000 Ser. 01-3, Class A3, 5.79s, 2024 17,415 1,100,000 Consumer Credit Reference IDX Securities FRB Ser. 02-1A, Class A, 3.03s, 2007 1,086,602 237,000 First Franklin Mortgage Loan Asset Backed Certificates Ser. 03-FF3, 4.1s, 2033 222,015 973,401 First Plus 144A Ser. 98-A, Class A, 8 1/2s, 2023 700,848 Green Tree Financial Corp. 1,739,000 Ser. 99-5, Class A5, 7.86s, 2031 1,480,897 385,000 Ser. 95-F, Class B2, 7.1s, 2021 355,403 239,000 Ser. 99-3, 6.16s, 2031 242,734 Greenpoint Manufactured Housing 3,019,016 Ser. 00-3, Class IA, 8.45s, 2031 2,958,636 50,000 Ser. 99-5, Class A4, 7.59s, 2028 50,000 GSAMP Trust 236,778 Ser. 02-HE2N, Class Note, 8 1/4s, 2032 236,778 299,000 FRB Ser. 03-FM1, Class B3, 5.6s, 2033 266,858 228,146 Home Equity Asset Trust Ser. 02-1N, Class A, 8s, 2032 224,154 1,116,903 Home Equity Asset Trust 144A Ser. 02-5N, Class A, 8s, 2033 1,094,565 480,000 LBAHC Ser. 03-4, 6.535s, 2033 480,000 1,755,000 LNR CDO, Ltd. Ser. 02-1A, Class FFL, 3.85s, 2037 1,620,567 1,070,000 LNR CDO, Ltd. 144A FRB Ser. 03-1A, Class EFL, 4.119s, 2036 (Cayman Islands) 1,070,000 965,494 Long Beach Asset Holdings Corp. 144A Ser. 03-2, Class N1, 7.627s, 2033 965,192 588,000 Long Beach Mortgage Loan Trust FRN Ser. 03-3, Class M4, 4.6s, 2033 479,955 1,457,253 Madison Avenue Manufactured Housing Contract FRN Ser. 02-A, Class B1, 4.35s, 2032 947,214 Mastr Asset Backed Securities Trust 191,000 FRB Ser. 03-NC1, Class M6, 5.12s, 2033 157,336 287,000 FRB Ser. 03-OPT1, Class MV5, 4.6s, 2032 253,446 736,000 FRN Ser. 03-OPT2, Class M5, 4.85s, 2033 647,910 957,000 Merrill Lynch Mortgage Investors, Inc. FRB Ser. 03-WMC1, Class B2, 4.1s, 2033 818,235 Mid-State Trust 638,046 Ser. 11, Class B, 8.221s, 2038 591,937 786,421 Ser. 10, Class B, 7.54s, 2036 683,664 Morgan Stanley Capital I 495,000 FRB Ser. 02-NC6, Class B2, 4.85s, 2032 429,610 560,000 FRN Ser. 03-NC6, Class B3, 4.85s, 2033 459,903 Morgan Stanley Dean Witter Capital I 2,318,000 FRN Ser. 01-NC4, Class B1, 3.6s, 2032 2,165,717 545,000 FRN Ser. 01-NC3, Class B1, 3.55s, 2031 512,398 890,000 FRN Ser. 02-AM2, Class B1, 3.35s, 2032 786,254 Morgan Stanley Dean Witter Capital I 144A 22,589 Ser. 01-AM1N, Class Note, 12 3/4s, 2032 22,589 239,994 Ser. 01-NC4N, Class Note, 8 1/2s, 2032 239,707 560,000 New Century Home Equity Loan Trust FRN Ser. 03-2, Class M4, 4.7s, 2033 477,400 51,916 NovaStar Caps Trust Ser. 02-C1, Class A, 7.15s, 2031 151,916 527,000 Option One Mortgage Loan Trust FRN Ser. 03-3, Class M6, 4.6s, 2033 465,510 414,791 Option One Mortgage Securities Corp. Ser. 02-2A, Class CFTS, 8.83s, 2032 414,791 Option One Mortgage Securities Corp. 144A 289,000 Ser. 03-5, 6.9s, 2033 289,000 361,654 Ser. 02-1, Class CTFS, 6 3/4s, 2032 360,126 381,721 Option One Mortgage Securities Corp. NIM Trust 144A Ser. 03-2B, Class N1, 7.63s, 2033 (Cayman Islands) 381,602 1,537,496 Pass-Through Amortizing Credit Card Trust Ser. 02-1A, Class A4FL, 6.601s, 2012 1,531,915 6,414,344 Residential Asset Mortgage Products, Inc. Ser. 03-RZ1, Class A, IO, 5 3/4s, 2005 448,002 Sasco Arc Net Interest Margin Notes 144A 1,211,291 Ser. 03-BC2A, Class A, 7 3/4s, 2033 1,207,771 675,571 Ser. 03-3, Class A, 7 3/4s, 2033 672,180 246,629 Ser. 03-4, Class A, 7 1/2s, 2033 246,370 1,263,158 Ser. 03-5, Class A, 7.35s, 2033 1,262,789 200,000 SCF III Class A2, 2.316s, 2038 200,000 233,000 SHARP 144A Ser. 03-TC1N, 7 3/4s, 2033 233,000 Structured Asset Investment Loan Trust 1,318,441 Ser. 03-BC1A, Class A, 7 3/4s, 2033 1,312,034 193,000 Ser. 03-BC2, Class B, 7s, 2033 182,715 15,576,000 Ser. 03-BC2, Class A, IO, 6s, 2005 957,206 1,332,000 Ser. 03-BC1, Class M3, 4.1s, 2033 1,320,137 514,000 FRN Ser. 03-BC3, Class B, 4.6s, 2033 470,471 544,000 TIAA Commercial Real Estate Securitization Ser. 02-1A, Class IV, 6.84s, 2037 443,863 ------------- Total Asset-backed securities (cost $67,763,418) $63,394,107 Brady bonds (1.8%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- $4,710,000 Argentina (Republic of) govt. guaranty Ser. L-GP, 6s, 2023 (In default) (NON) $2,260,800 628,019 Brazil (Federal Republic of) bonds 8s, 2014 541,666 1,610,000 Brazil (Federal Republic of) govt. guaranty FRB Ser. RG, 2.188s, 2012 1,227,625 2,376,000 Peru (Republic of) bonds Ser. PDI, 5s, 2017 2,007,720 1,020,000 Peru (Republic of) coll. FLIRB 4 1/2s, 2017 (acquired various dates from 5/14/02 to 8/23/02, cost $679,294) (RES) 793,050 4,615,000 Peru (Republic of) coll. FLIRB Ser. 20YR, 4 1/2s, 2017 3,588,163 7,928,571 Venezuela (Republic of) FRB 1 7/8s, 2007 6,967,629 ------------- Total Brady bonds (cost $15,977,570) $17,386,653 Preferred stocks (1.3%) (a) Number of shares Value ------------------------------------------------------------------------------------------------------------------- 20,475 Chevy Chase Preferred Capital Corp. Ser. A, $5.188 pfd. $1,144,348 3,805 Chevy Chase Savings Bank, Inc. $3.25 pfd. 103,686 28,919 CSC Holdings, Inc. Ser. M, $11.125 cum. pfd. 3,000,346 69,460 Diva Systems Corp. Ser. C, 6.00% cum. pfd. 695 20,000 Doane Pet Care Co. $7.125 pfd. 800,000 1,192 Dobson Communications Corp. 13.00% pfd. (PIK) 1,209,880 658 Dobson Communications Corp. 12.25% pfd. (PIK) 658,090 540 First Republic Capital Corp. 144A 10.50% pfd. 567,000 69 Leiner Health Products Ser. C, zero % pfd. 1 22,867 Lodgian, Inc. Ser. A, $7.06 cum. pfd. (PIK) 445,677 196 Metrocall Holdings, Inc. Ser. A, 15.00% cum. pfd. 2,156 5,003 Microcell Telecommunications, Inc. zero % pfd. (Canada) 43,528 1,188 Nextel Communications, Inc. Ser. E, 11.125% pfd. (PIK) 1,283,040 1,807 North Atlantic Trading Co. 12.00% pfd. (PIK) 32,526 20 NTL Europe, Inc. Ser. A, zero % cum. pfd. 70 182 Paxson Communications Corp. 13.25% cum. pfd. (PIK) 1,783,600 1,687 Rural Cellular Corp. 12.25% pfd. (PIK) 894,110 ------------- Total Preferred stocks (cost $13,442,671) $11,968,753 Common stocks (1.1%) (a) Number of shares Value Basic Materials (--%) ------------------------------------------------------------------------------------------------------------------- 39,407 Pioneer Cos., Inc. (NON) $124,132 6,814 Polymer Group, Inc. Class A (NON) 58,873 368 Sterling Chemicals, Inc. (NON) 5,152 ------------- 188,157 Capital Goods (0.1%) ------------------------------------------------------------------------------------------------------------------- 70,373 Laidlaw International Inc (NON) 728,361 Communication Services (--%) ------------------------------------------------------------------------------------------------------------------- 4,883 Birch Telecom, Inc. (NON) 16,895 21,241 Covad Communications Group, Inc. (NON) 25,277 48,165 Globix Corp. (NON) 139,679 228 Metrocall Holdings, Inc. (NON) 29,640 41 Microcell Telecommunications, Inc. Class A (Canada) (NON) 335 4,973 Microcell Telecommunications, Inc. Class B (Canada) (NON) 38,852 348 WilTel Communications, Inc. (NON) 4,406 ------------- 255,084 Consumer Cyclicals (0.5%) ------------------------------------------------------------------------------------------------------------------- 27,093 Lodgian, Inc. (NON) 132,214 160,000 Loewen Group International, Inc. (NON) 16 1,250,000 Morrison Knudsen Corp. (NON) 109,375 234 Quorum Broadcast Holdings, Inc. Class E (acquired 5/15/01, cost $1,056,491) (RES) (NON) 125,055 236,020 Regal Entertainment Group 144A 3,919,112 39,603 Safety Components International, Inc. (NON) 336,626 3,068 Washington Group International, Inc. (NON) 70,595 ------------- 4,692,993 Consumer Staples (0.5%) ------------------------------------------------------------------------------------------------------------------- 2,452 Archibald Candy Corp. (NON) 6,988 19,924 Aurora Foods, Inc. (NON) 2,750 1,186 Premium Holdings (LP) 144A (NON) 24,900 2,502 PSF Group Holdings, Inc. 144A Class A (NON) 4,379,340 1,292,248 VFB LLC 245,527 ------------- 4,659,505 Energy (--%) ------------------------------------------------------------------------------------------------------------------- 2,319 York Research Corp. 144A (NON) 145 Financial (--%) ------------------------------------------------------------------------------------------------------------------- 1,005,000 AMRESCO Creditor Trust (NON) (R) 89,445 3,390,037 Contifinancial Corp. Liquidating Trust Units 33,900 ------------- 123,345 Health Care (--%) ------------------------------------------------------------------------------------------------------------------- 3,074 Alderwoods Group, Inc. (NON) 20,869 3,058 Genesis Health Ventures, Inc. (NON) 64,983 2,359 Mariner Health Care, Inc. (NON) 17,693 1,971 Mediq, Inc. (NON) 197 1,195 Sun Healthcare Group, Inc. (NON) 3,167 ------------- 106,909 Technology (--%) ------------------------------------------------------------------------------------------------------------------- 638 Comdisco Holding Co., Inc. 60,610 Utilities (--%) ------------------------------------------------------------------------------------------------------------------- 11,334 Jasper Energy 144A (NON) 708 ------------- Total Common stocks (cost $27,111,734) $10,815,817 Convertible bonds and notes (0.5%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- $155,000 AES Corp. (The) cv. sub. notes 4 1/2s, 2005 $140,275 1,235,000 American Tower Corp. cv. notes 5s, 2010 1,114,588 280,000 Amkor Technologies, Inc. cv. notes 5 3/4s, 2006 264,600 325,000 CenterPoint Energy, Inc. 144A cv. sr. notes 3 3/4s, 2023 317,281 3,080,000 Cybernet Internet Services International, Inc. 144A cv. sr. disc. notes stepped-coupon zero % (13s, 8/15/04) 2009 (Denmark) (In default) (NON) (STP) 3,080 690,000 DaVita, Inc. cv. sub. notes 7s, 2009 714,150 380,000 Kulicke & Soffa Industries, Inc. cv. sub. notes 4 3/4s, 2006 316,350 26,000 Millicom International Cellular SA 144A cv. bonds 2s, 2006 (Luxembourg) (PIK) 52,000 1,955,000 Nextel Communications, Inc. cv. sr. notes 6s, 2011 2,084,519 150,000 Rogers Communications, Inc. cv. debs. 2s, 2005 (Canada) 134,250 ------------- Total Convertible bonds and notes (cost $7,131,339) $5,141,093 Convertible preferred stocks (0.2%) (a) Number of shares Value ------------------------------------------------------------------------------------------------------------------- 2,821 Knology, Inc. 144A Ser. D, zero % cv. pfd. $28 6,800 LTV Corp. 144A $4.125 cv. pfd. (In default) (NON) 68 7,495 Omnicare, Inc. $2.00 cv. pfd. 410,351 81 Paxson Communications Corp. 144A 9.75% cv. pfd. (PIK) 696,600 9,916 Telex Communications, Inc. zero % cv. pfd. (In default) (NON) 9,916 9,530 Williams Cos., Inc. (The) 144A $2.75 cv. pfd. 449,101 1,503 XCL, Ltd. 144A Ser. A, 9.5--% cum. cv. pfd. (In default) (NON) (PIK) 752 ------------- Total Convertible preferred stocks (cost $2,020,693) $1,566,816 Units (0.1%) (a) Number of units Value ------------------------------------------------------------------------------------------------------------------- 1,654 HMP Equity Holdings Corp. units zero %, 2008 $810,460 912 XCL Equity units zero % 127,999 960 XCL, Ltd. 144A units 13 1/2s, 2004 (In default) (NON) 288,000 7,615 XCL, Ltd. 144A units cum. cv. pfd. zero % (In default) (NON) (PIK) 3,808 ------------- Total Units (cost $2,525,934) $1,230,267 Warrants (--%) (a) (NON) Expiration Number of warrants Date Value ------------------------------------------------------------------------------------------------------------------- 1,360 American Tower Corp. Class A 8/1/08 $149,600 1,420 Dayton Superior Corp. 144A 6/15/09 355 2,919 Diva Systems Corp. 144A 5/15/06 29 4 Doe Run Resources Corp. 144A 12/31/12 1 395 MDP Acquisitions PLC 144A (Ireland) 10/1/13 988 3,079 Microcell Telecommunications (Canada) 5/1/08 1,815 1,847 Microcell Telecommunications (Canada) 5/1/05 603 550 Mikohn Gaming Corp. 144A 8/15/08 6 560 ONO Finance PLC 144A (United Kingdom) 2/15/11 1 570 Pliant Corp. 144A 6/1/10 285 682 Solutia, Inc. 144A 7/15/09 341 2,987 Sun Healthcare Group, Inc. 2/28/05 1 690 Travel Centers of America, Inc. 144A 5/1/09 6,900 2,310 Ubiquitel, Inc. 144A 4/15/10 1 1,650,000 United Mexican States Ser. B (Mexico) (Rights) 6/30/04 20,621 1,650,000 United Mexican States Ser. C (Mexico) (Rights) 6/30/05 4,125 1,650,000 United Mexican States Ser. D (Mexico) (Rights) 6/30/06 1,650 1,650,000 United Mexican States Ser. E (Mexico) (Rights) 6/30/07 825 50 Versatel Telecom NV (Netherlands) 5/15/08 1 1,895 Washington Group International, Inc. Ser. A 1/25/06 5,969 2,165 Washington Group International, Inc. Ser. B 1/25/06 4,980 1,170 Washington Group International, Inc. Ser. C 1/25/06 2,574 800 XM Satellite Radio Holdings, Inc. 144A 3/15/10 8 ------------- Total Warrants (cost $987,703) $201,679 Short-term investments (3.4%) (a) Principal amount Value ------------------------------------------------------------------------------------------------------------------- $30,943,000 Interest in $513,000,000 joint tri-party repurchase agreement dated July 31, 2003 with UBS Securities, LLC due August 1, 2003 with respect to various U.S. Government obligations -- maturity value of $30,943,954 for an effective yield of 1.11% $30,943,000 65,249 Short-term investments held as collateral for loaned securities with yields ranging from 0.91% to 1.23% and due dates ranging from August 1, 2003 to September 19, 2003 (d) 65,225 1,781,000 U.S. Treasury Bills zero %, November 6, 2003 (SEG) 1,775,734 ------------- Total Short-term investments (cost $32,783,959) $32,783,959 ------------------------------------------------------------------------------------------------------------------- Total Investments (cost $999,069,587) $973,376,997 ------------------------------------------------------------------------------------------------------------------- (a) Percentages indicated are based on net assets of $952,729,532. (NON) Non-income-producing security. (STP) The interest rate and date shown parenthetically represent the new interest rate to be paid and the date the fund will begin accruing interest at this rate. (RES) Restricted, excluding 144A securities, as to public resale. The total market value of restricted securities held at July 31, 2003 was $25,763,001 or 2.7% of net assets. (PIK) Income may be received in cash or additional securities at the discretion of the issuer. (SEG) This security was pledged and segregated with the custodian to cover margin requirements for futures contracts at July 31, 2003. (R) Real Estate Investment Trust. (d) See Note 1 to the financial statements. 144A after the name of a security represents those exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. TBA after the name of a security represents to be announced securities (Note 1). FLIRB represents Front Loaded Interest Reduction Bond. The rates shown on Floating Rate Bonds (FRB) and Floating Rate Notes (FRN) are the current interest rates shown at July 31, 2003. DIVERSIFICATION BY COUNTRY Distribution of investments by country of issue at July 31, 2003: (as a percentage of Market Value) Austria 0.7% Brazil 0.5 Bulgaria 0.6 Canada 3.2 Cayman Islands 0.5 Colombia 0.9 France 1.7 Germany 0.8 Luxembourg 0.6 Malaysia 0.7 Mexico 0.8 New Zealand 1.3 Peru 0.7 Russia 1.5 South Africa 0.5 Sweden 1.3 United Kingdom 2.9 United States 74.4 Venezuela 0.9 Other 5.5 ------- Total 100.0% Forward currency contracts to buy at July 31, 2003 (aggregate face value $92,059,711) Market Aggregate Delivery Unrealized value face value date depreciation ------------------------------------------------------------------------------ Australian Dollars $29,173,043 $29,531,883 9/17/03 $(358,840) British Pounds 13,487,836 13,766,551 9/17/03 (278,715) Canadian Dollars 9,678,038 9,895,217 9/17/03 (217,179) Danish Krone 1,393,184 1,469,696 9/17/03 (76,512) Euro 2,946,988 2,999,977 9/17/03 (52,989) Japanese Yen 29,667,914 30,158,742 9/17/03 (490,828) Swiss Francs 598,074 625,524 9/17/03 (27,450) Taiwan Dollars 3,602,460 3,612,121 9/17/03 (9,661) ------------------------------------------------------------------------------ $(1,512,174) ------------------------------------------------------------------------------ Forward currency contracts to sell at July 31, 2003 (aggregate face value $97,705,074) Unrealized Market Aggregate Delivery appreciation/ value face value date (depreciation) ------------------------------------------------------------------------------ Australian Dollars $1,342,898 $1,406,599 9/17/03 $63,701 British Pounds 12,609,120 12,800,448 9/17/03 191,328 Canadian Dollars 10,542,071 10,731,868 9/17/03 189,797 Euro 40,415,264 41,197,335 9/17/03 782,071 Japanese Yen 7,090,264 7,161,905 9/17/03 71,641 New Zealand Dollars 12,552,784 12,452,726 9/17/03 (100,058) Swedish Krona 11,285,620 11,954,193 9/17/03 668,573 ------------------------------------------------------------------------------ $1,867,053 ------------------------------------------------------------------------------ Futures contracts outstanding at July 31, 2003 Unrealized Market Aggregate Expiration appreciation/ value face value date (depreciation) ------------------------------------------------------------------------------ CBT Interest Rate Swap 10yr (Long) $2,453,094 $2,769,082 Sep-03 $(315,988) Euro 90 day (Long) 46,011,950 46,272,684 Sep-06 (260,734) Euro 90 day (Long) 43,988,375 44,348,536 Jun-06 (360,161) Euro 90 day (Short) 47,382,075 47,558,736 Sep-04 176,661 Euro 90 day (Short) 45,371,250 45,533,381 Jun-04 162,131 Euro Bobl (Long) 21,043,178 21,539,367 Sep-03 (496,189) Euro Bund (Long) 30,021,169 31,075,704 Sep-03 (1,054,535) Japanese Government Bond 10yr-TSE (Long) 7,061,898 7,206,793 Sep-03 (144,895) Japanese Government Bond Mini 10yr-SIMEX (Long) 9,656,024 9,845,681 Sep-03 (189,657) U.S. Treasury Bond (Long) 47,848,125 53,342,675 Sep-03 (5,494,550) U.S. Treasury Note 5yr (Short) 37,740,234 39,070,957 Sep-03 1,330,723 U.S. Treasury Note 10yr (Long) 26,550,000 27,877,888 Sep-03 (1,327,888) U.S. Treasury Note 10yr (Short) 25,775,625 27,385,776 Sep-03 1,610,151 ------------------------------------------------------------------------------ $(6,364,931) ------------------------------------------------------------------------------ Credit default contracts outstanding at July 31, 2003 (premiums received $115,918) Notional Market amount value ------------------------------------------------------------------------------ Agreement with Deutsche Bank effective July 17, 2003, maturing on September 20, 2008 to receive a premium equal to 9.795% times the notional amount. Upon a credit default event of Petroleos Mexicanos, 6.125% due 8/15/08 the fund makes a payment of the proportional notional amount times the difference between the par value and the then-market value of Petroleos Mexicanos 6.125%, 2008. $585,000 $59,512 ------------------------------------------------------------------------------ Agreement with Lehman Brothers Special Financing, Inc. effective July 17, 2003, maturing on September 20, 2008 to receive a premium equal to 10.02% times the notional amount. Upon a credit default event of Petroleos Mexicanos, 9.50% due 9/15/27 the fund makes a payment of the proportional notional amount times the difference between the par value and the then-market value of Petroleos Mexicanos 9.50%, 2027. 585,000 59,103 ------------------------------------------------------------------------------ $118,615 ------------------------------------------------------------------------------ TBA sale commitments outstanding at July 31, 2003 (proceeds receivable $10,689,332) Principal Settlement Market Agency amount date value ------------------------------------------------------------------------------ FNMA, 5s, August 1, 2033 $10,099,000 8/13/03 $9,654,038 GNMA, 5s, August 1, 2033 649,000 8/20/03 622,028 ------------------------------------------------------------------------------ $10,276,066 ------------------------------------------------------------------------------ Swap contracts outstanding at July 31, 2003 Unrealized Notional Termination appreciation/ amount date (depreciation) ------------------------------------------------------------------------------ Agreement with Merrill Lynch Capital Services, Inc. dated November 17, 2000 to pay semi-annually the notional amount multiplied by the three month USD-LIBOR- BBA and receive the notional amount multiplied by 6.68%. $9,000,000 11/21/05 $882,723 ------------------------------------------------------------------------------ Agreement with Merrill Lynch Capital Services, Inc. dated September 27, 2002 to receive semi-annually the notional amount multiplied by the six month JPY-LIBOR-BBA and pay monthly the notional amount multiplied by 0.399%. JPY 3,417,000,000 10/1/07 445,708 ------------------------------------------------------------------------------ Agreement with Goldman Sachs Capital Markets, L.P. dated February 12, 2003 to receive quarterly the notional amount multiplied by the three month USD-LIBOR-BBA and pay semi-annually the notional amount multiplied by 1.59%. $54,000,000 2/14/05 (118,800) ------------------------------------------------------------------------------ Agreement with Goldman Sachs Capital Markets, L.P. dated February 12, 2003 to pay quarterly the notional amount multiplied by the three month CAD-BA-CDOR and receive semi-annually the notional amount multiplied by 3.5076%. CAD 82,485,000 2/14/05 (704,739) ------------------------------------------------------------------------------ $504,892 ------------------------------------------------------------------------------ The accompanying notes are an integral part of these financial statements. Statement of assets and liabilities July 31, 2003 Assets ------------------------------------------------------------------------------------------- Investments in securities, at value, including $49,338 of securities on loan (identified cost $999,069,587) (Note 1) $973,376,997 ------------------------------------------------------------------------------------------- Cash 1,847,186 ------------------------------------------------------------------------------------------- Foreign currency (cost $2,444,564) (Note 1) 2,356,186 ------------------------------------------------------------------------------------------- Dividends, interest and other receivables 17,770,290 ------------------------------------------------------------------------------------------- Receivable for securities sold 18,069,692 ------------------------------------------------------------------------------------------- Receivable for open swap contracts (Note 1) 1,328,431 ------------------------------------------------------------------------------------------- Receivable for open forward currency contracts (Note 1) 1,977,536 ------------------------------------------------------------------------------------------- Receivable for closed forward currency contracts (Note 1) 722,230 ------------------------------------------------------------------------------------------- Total assets 1,017,448,548 Liabilities ------------------------------------------------------------------------------------------- Payable for variation margin (Note 1) 1,200,728 ------------------------------------------------------------------------------------------- Distributions payable to shareholders 5,497,253 ------------------------------------------------------------------------------------------- Payable for securities purchased 43,086,158 ------------------------------------------------------------------------------------------- Payable for compensation of Manager (Note 2) 1,721,315 ------------------------------------------------------------------------------------------- Payable for investor servicing and custodian fees (Note 2) 153,256 ------------------------------------------------------------------------------------------- Payable for compensation of Trustees (Note 2) 81,905 ------------------------------------------------------------------------------------------- Payable for administrative services (Note 2) 889 ------------------------------------------------------------------------------------------- Collateral on securities loaned, at value (Note 1) 65,225 ------------------------------------------------------------------------------------------- Payable for open forward currency contracts (Note 1) 1,622,657 ------------------------------------------------------------------------------------------- Credit default contracts outstanding, at value (premiums received $115,918) (Note 1) 118,615 ------------------------------------------------------------------------------------------- Payable for open swap contracts (Note 1) 823,539 ------------------------------------------------------------------------------------------- TBA sale commitments, at value (proceeds receivable $10,689,332) (Note 1) 10,276,066 ------------------------------------------------------------------------------------------- Other accrued expenses 71,410 ------------------------------------------------------------------------------------------- Total liabilities 64,719,016 ------------------------------------------------------------------------------------------- Net assets $952,729,532 Represented by ------------------------------------------------------------------------------------------- Paid-in capital (Note 1) $1,206,682,449 ------------------------------------------------------------------------------------------- Undistributed net investment income (Note 1) 11,156,565 ------------------------------------------------------------------------------------------- Accumulated net realized loss on investments and foreign currency transactions (Note 1) (234,858,984) ------------------------------------------------------------------------------------------- Net unrealized depreciation of investments and assets and liabilities in foreign currencies (30,250,498) ------------------------------------------------------------------------------------------- Total -- Representing net assets applicable to capital shares outstanding $952,729,532 Computation of net asset value and offering price ------------------------------------------------------------------------------------------- Net asset value per share ($952,729,532 divided by 141,198,870 shares) $6.75 ------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Statement of operations Year ended July 31, 2003 Investment income: ------------------------------------------------------------------------------------------- Interest $75,630,882 ------------------------------------------------------------------------------------------- Dividends 4,528,808 ------------------------------------------------------------------------------------------- Securities lending 3,776 ------------------------------------------------------------------------------------------- Total investment income 80,163,466 Expenses: ------------------------------------------------------------------------------------------- Compensation of Manager (Note 2) 6,446,466 ------------------------------------------------------------------------------------------- Investor servicing and custodian fees (Note 2) 894,641 ------------------------------------------------------------------------------------------- Compensation of Trustees (Note 2) 24,557 ------------------------------------------------------------------------------------------- Administrative services (Note 2) 13,497 ------------------------------------------------------------------------------------------- Other 376,864 ------------------------------------------------------------------------------------------- Total expenses 7,756,025 ------------------------------------------------------------------------------------------- Expense reduction (Note 2) (46,318) ------------------------------------------------------------------------------------------- Net expenses 7,709,707 ------------------------------------------------------------------------------------------- Net investment income 72,453,759 ------------------------------------------------------------------------------------------- Net realized loss on investments (Notes 1 and 3) (15,190,436) ------------------------------------------------------------------------------------------- Net realized gain on swap contracts (Note 1) 950,182 ------------------------------------------------------------------------------------------- Net realized gain on futures contracts (Note 1) 788,006 ------------------------------------------------------------------------------------------- Net realized gain on foreign currency transactions (Note 1) 1,939,878 ------------------------------------------------------------------------------------------- Net realized gain on credit default contracts (Note 1) 218,473 ------------------------------------------------------------------------------------------- Net unrealized appreciation of assets and liabilities in foreign currencies during the year 608,424 ------------------------------------------------------------------------------------------- Net unrealized appreciation of investments, futures contracts, swap contracts, credit default contracts and TBA sale commitments during the year 84,784,574 ------------------------------------------------------------------------------------------- Net gain on investments 74,099,101 ------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations $146,552,860 ------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Statement of changes in net assets Year ended July 31 Increase (decrease) in net assets 2003 2002 ------------------------------------------------------------------------------------------------------- Operations: ------------------------------------------------------------------------------------------------------- Net investment income $72,453,759 $77,407,229 ------------------------------------------------------------------------------------------------------- Net realized loss on investments and foreign currency transactions (11,293,897) (55,420,916) ------------------------------------------------------------------------------------------------------- Net unrealized appreciation (depreciation) of investments and assets and liabilities in foreign currencies 85,392,998 (10,330,603) ------------------------------------------------------------------------------------------------------- Net increase in net assets resulting from operations 146,552,860 11,655,710 ------------------------------------------------------------------------------------------------------- Distributions to shareholders: (Note 1) From net investment income (72,810,386) (74,641,521) ------------------------------------------------------------------------------------------------------- From return of capital -- (1,490,807) ------------------------------------------------------------------------------------------------------- Increase from issuance of common shares in connection with reinvestment of distributions 1,338,341 -- ------------------------------------------------------------------------------------------------------- Total increase (decrease) in net assets 75,080,815 (64,476,618) Net assets ------------------------------------------------------------------------------------------------------- Beginning of year 877,648,717 942,125,335 ------------------------------------------------------------------------------------------------------- End of year (including undistributed net investment income and distributions in excess of net investment income of $11,156,565 and 9,613,815, respectively) $952,729,532 $877,648,717 ------------------------------------------------------------------------------------------------------- Number of fund shares ------------------------------------------------------------------------------------------------------- Shares outstanding at beginning of year 140,989,259 140,989,259 ------------------------------------------------------------------------------------------------------- Shares issued in connection with reinvestment of distributions 209,611 -- ------------------------------------------------------------------------------------------------------- Shares outstanding at end of year 141,198,870 140,989,259 ------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of these financial statements. Financial highlights (For a common share outstanding throughout the period) Per-share Year ended July 31 operating performance 2003 2002 2001 2000 1999 ------------------------------------------------------------------------------------------------ Net asset value, beginning of period $6.22 $6.68 $7.19 $7.62 $8.71 ------------------------------------------------------------------------------------------------ Investment operations: ------------------------------------------------------------------------------------------------ Net investment income (a) .51 .55 .61 .63 .64 ------------------------------------------------------------------------------------------------ Net realized and unrealized gain (loss) on investments .54 (.47) (.50) (.39) (.99) ------------------------------------------------------------------------------------------------ Total from investment operations 1.05 .08 .11 .24 (.35) ------------------------------------------------------------------------------------------------ Less distributions: ------------------------------------------------------------------------------------------------ From net investment income (.52) (.53) (.51) (.67) (.62) ------------------------------------------------------------------------------------------------ From net realized gain on investments -- -- -- -- (.12) ------------------------------------------------------------------------------------------------ From return of capital -- (.01) (.11) -- -- ------------------------------------------------------------------------------------------------ Total distributions (.52) (.54) (.62) (.67) (.74) ------------------------------------------------------------------------------------------------ Net asset value, end of period $6.75 $6.22 $6.68 $7.19 $7.62 ------------------------------------------------------------------------------------------------ Market price, end of period $6.31 $6.03 $6.29 $6.38 $7.19 ------------------------------------------------------------------------------------------------ Total return at market price (%)(b) 13.41 4.44 8.56 (1.51) (7.24) ------------------------------------------------------------------------------------------------ Ratios and supplemental data ------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $952,730 $877,649 $942,125 $1,013,487 $1,073,980 ------------------------------------------------------------------------------------------------ Ratio of expenses to average net assets (%)(c) .85 .86 .85 .83 .86 ------------------------------------------------------------------------------------------------ Ratio of net investment income to average net assets (%) 7.91 8.39 8.87 8.48 8.05 ------------------------------------------------------------------------------------------------ Portfolio turnover (%) 96.21(d) 175.78 (d) 231.58 133.80 165.79 ------------------------------------------------------------------------------------------------ (a) Per share net investment income has been determined on the basis of the weighted average number of shares outstanding during the period. (b) Total return assumes dividend reinvestment. (c) Includes amounts paid through expense offset arrangements (Note 2). (d) Portfolio turnover excludes certain treasury note transactions executed in connection with a short-term trading strategy. The accompanying notes are an integral part of these financial statements. Notes to financial statements July 31, 2003 Note 1 Significant accounting policies Putnam Premier Income Trust ("the fund"), is registered under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. The fund's investment objective is to seek high current income by allocating its investments among the U.S. government sector, the high yield sector and the international sector of the fixed-income securities market. The following is a summary of significant accounting policies consistently followed by the fund in the preparation of its financial statements. The fund invests in higher yielding, lower rated bonds that have a higher rate of default due to the nature of the investments. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. A) Security valuation Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets. If no sales are reported -- as in the case of some securities traded over-the-counter -- a security is valued at its last reported bid price. Market quotations are not considered to be readily available for certain debt obligations; such investments are valued at market value on the basis of valuations furnished by an independent pricing service or dealers, approved by the Trustees. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities. For foreign investments, if trading or events occurring in other markets after the close of the principal exchange in which the securities are traded are expected to materially affect the value of the investments, then those investments are valued, taking into consideration these events, at their fair value following procedures approved by the Trustees. Securities quoted in foreign currencies are translated into U.S. dollars at the current exchange rate. Short-term investments having remaining maturities of 60 days or less are valued at amortized cost, which approximates fair value. Other investments, including restricted securities, are valued at fair value following procedures approved by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. B) Joint trading account The fund may transfer uninvested cash balances, including cash collateral received under security lending arrangements, into a joint trading account along with the cash of other registered investment companies and certain other accounts managed by Putnam Investment Management, LLC ("Putnam Management"), the fund's manager, an indirect wholly-owned subsidiary of Putnam, LLC. These balances may be invested in issuers of high-grade short-term investments having maturities of up to 397 days for collateral received under security lending arrangements and up to 90 days for other cash investments. C) Repurchase agreements The fund, or any joint trading account, through its custodian, receives delivery of the underlying securities, the market value of which at the time of purchase is required to be in an amount at least equal to the resale price, including accrued interest. Collateral for certain tri-party repurchase agreements is held at the counterparty's custodian in a segregated account for the benefit of the fund and the counterparty. Putnam Management is responsible for determining that the value of these underlying securities is at all times at least equal to the resale price, including accrued interest. D) Security transactions and related investment income Security transactions are recorded on the trade date (date the order to buy or sell is executed). Gains or losses on securities sold are determined on the identified cost basis. Interest income is recorded on the accrual basis. Dividend income is recognized on the ex-dividend. Non-cash dividends, if any, are recorded at the fair market value of the securities received. All premiums/discounts are amortized/accreted on a yield-to-maturity basis. E) Foreign currency translation The accounting records of the fund are maintained in U.S. dollars. The market value of foreign securities, currency holdings, and other assets and liabilities are recorded in the books and records of the fund after translation to U.S. dollars based on the exchange rates on that day. The cost of each security is determined using historical exchange rates. Income and withholding taxes are translated at prevailing exchange rates when earned or incurred. The fund does not isolate that portion of realized or unrealized gains or losses resulting from changes in the foreign exchange rate on investments from fluctuations arising from changes in the market prices of the securities. Such gains and losses are included with the net realized and unrealized gain or loss on investments. Net realized gains and losses on foreign currency transactions represent net realized exchange gains or losses on closed forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of investment income and foreign withholding taxes recorded on the fund's books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized appreciation and depreciation of assets and liabilities in foreign currencies arise from changes in the value of open forward currency contracts and assets and liabilities other than investments at the period end, resulting from changes in the exchange rate. Investments in foreign securities involve certain risks, including those related to economic instability, unfavorable political developments, and currency fluctuations, not present with domestic investments. F) Forward currency contracts The fund may buy and sell forward currency contracts, which are agreements between two parties to buy and sell currencies at a set price on a future date. These contracts are used to protect against a decline in value relative to the U.S. dollar of the currencies in which its portfolio securities are denominated or quoted (or an increase in the value of a currency in which securities a fund intends to buy are denominated, when a fund holds cash reserves and short term investments). The U.S. dollar value of forward currency contracts is determined using current forward currency exchange rates supplied by a quotation service. The market value of the contract will fluctuate with changes in currency exchange rates. The contract is marked to market daily and the change in market value is recorded as an unrealized gain or loss. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The fund could be exposed to risk if the value of the currency changes unfavorably, if the counterparties to the contracts are unable to meet the terms of their contracts or if the fund is unable to enter into a closing position. Forward currency contracts outstanding at period end are listed after The fund's portfolio. G) Futures and options contracts The fund may use futures and options contracts to hedge against changes in the values of securities the fund owns or expects to purchase. The fund may also write options on securities it owns or in which it may invest to increase its current returns. The potential risk to the fund is that the change in value of futures and options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, or if the counterparty to the contract is unable to perform. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Realized gains and losses on purchased options are included in realized gains and losses on investment securities. Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The fund and the broker agree to exchange an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or payments are known as "variation margin." Exchange traded options are valued at the last sale price, or if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by dealers. Futures and written option contracts outstanding at period end are listed after The fund's portfolio. H) Total return swap contracts The fund may enter into total return swap contracts, which are arrangements to exchange a market linked return for an interest payment, both based on a notional principal amount. To the extent that the total return of the security or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty, respectively. Total return swap contracts are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments received or made at the end of the measurement period are recorded as realized gains or losses. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or in the price of the underlying security or index, the possibility that there is no liquid market for these agreements or that the counterparty may default on its obligation to perform. Total return swap contracts outstanding at period end are listed after The fund's portfolio. I) Interest rate swap contracts The fund may enter into interest rate swap contracts, which are arrangements between two parties to exchange cash flows based on a notional principal amount, to manage the fund's exposure to interest rates. Interest rate swap contracts are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments made or received are recognized as part of interest income. A portion of the payments received or made upon early termination are recognized as realized gain or loss. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or if the counterparty defaults on its obligation to perform. Interest rate swap contracts outstanding at period end are listed after The fund's portfolio. J) Credit default contracts The fund may enter into credit default contracts where one party, the protection buyer, makes an upfront payment to a counter party, the protection seller, in exchange for the right to receive a contingent payment as a result of a credit event related to a specified security or index. The upfront payment received by the fund, as the protection seller, is recorded as a liability on the fund's books. The credit default contracts are marked to market daily based upon quotations from market makers and the change, if any, is recorded as unrealized gain or loss. Payments received or made as a result of a credit event or termination of the contract are recognized, net of a proportional amount of the upfront payment, as realized gains or losses. In addition to bearing the risk that the credit event will occur, the fund could be exposed to market risk due to unfavorable changes in interest rates or in the price of the underlying security or index, the possibility that the fund may be unable to close out its position at the same time or at the same price as if it had purchased comparable publicly traded securities or that the counterparty may default on its obligation to perform. Credit default contracts outstanding at period end are listed after The fund's portfolio. K) TBA purchase commitments The fund may enter into "TBA" (to be announced) commitments to purchase securities for a fixed unit price at a future date beyond customary settlement time. Although the unit price has been established, the principal value has not been finalized. However, the amount of the commitments will not significantly differ from the principal amount. The fund holds, and maintains until settlement date, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or the fund may enter into offsetting contracts for the forward sale of other securities it owns. Income on the securities will not be earned until settlement date. TBA purchase commitments may be considered securities themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the fund's other assets. Unsettled TBA purchase commitments are valued at the current market value of the underlying securities, according to the procedures described under "Security valuation" above. Although the fund will generally enter into TBA purchase commitments with the intention of acquiring securities for its portfolio or for delivery pursuant to options contracts it has entered into, the fund may dispose of a commitment prior to settlement if Putnam Management deems it appropriate to do so. L) TBA sale commitments The fund may enter into TBA sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as "cover" for the transaction. Unsettled TBA sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under "Security valuation" above. The contract is "marked-to-market" daily and the change in market value is recorded by the fund as an unrealized gain or loss. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the fund realizes a gain or loss. If the fund delivers securities under the commitment, the fund realizes a gain or a loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. TBA sale commitments outstanding at period end are listed after The fund's portfolio. M) Security lending The fund may lend securities, through its agents, to qualified borrowers in order to earn additional income. The loans are collateralized by cash and/or securities in an amount at least equal to the market value of the securities loaned. The market value of securities loaned is determined daily and any additional required collateral is allocated to the fund on the next business day. The risk of borrower default will be borne by the fund's agents; the fund will bear the risk of loss with respect to the investment of the cash collateral. Income from securities lending is included in investment income on the Statement of operations. At July 31, 2003, the value of securities loaned amounted to $49,338. The fund received cash collateral of $65,225, which is pooled with collateral of other Putnam funds into 30 issuers of high-grade short-term investments. N) Federal taxes It is the policy of the fund to distribute all of its taxable income within the prescribed time and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. It is also the intention of the fund to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Internal Revenue Code of 1986, as amended. Therefore, no provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains. At July 31, 2003, the fund had a capital loss carryover of $234,718,499 available to the extent allowed by tax law to offset future net capital gains, if any. The amount of the carryover and the expiration dates are: Loss Carryover Expiration -------------------------------- $39,893,260 July 31, 2007 44,857,570 July 31, 2008 24,930,247 July 31, 2009 44,917,486 July 31, 2010 80,119,936 July 31, 2011 Pursuant to federal income tax regulations applicable to regulated investment companies, the fund has elected to defer to its fiscal year ending July 31, 2004 $2,541,873 of losses recognized during the period November 1, 2002 to July 31, 2003. O) Distributions to shareholders Distributions to shareholders from net investment income are recorded by the fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and permanent differences of losses on wash sale transactions, post-October loss deferrals, dividends payable, defaulted bond interest, realized and unrealized gains and losses on certain futures contracts, market discount and interest on payment-in-kind securities. Reclassifications are made to the fund's capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. For the year ended July 31, 2003, the fund reclassified $21,127,007 to decrease distributions in excess of net investment income and $123,243 to increase paid-in-capital, with an increase to accumulated net realized losses of $21,250,250. The tax basis components of distributable earnings and the federal tax cost as of period end were as follows: Unrealized appreciation $52,218,623 Unrealized depreciation (81,715,125) -------------- Net unrealized depreciation (29,496,502) Undistributed ordinary income 21,457,186 Capital loss carryforward (234,718,499) Post-October loss (2,541,873) Cost for federal income tax purposes $1,002,873,499 Note 2 Management fee, administrative services and other transactions Putnam Management is paid for management and investment advisory services quarterly based on the average net assets of the fund. Such fee is based on the following annual rates: 0.75% of the first $500 million of average weekly net assets, 0.65% of the next $500 million, 0.60% of the next $500 million and 0.55% thereafter. The fund reimburses Putnam Management an allocated amount for the compensation and related expenses of certain officers of the fund and their staff who provide administrative services to the fund. The aggregate amount of all such reimbursements is determined annually by the Trustees. Custodial functions for the fund's assets are provided by Putnam Fiduciary Trust Company (PFTC), a subsidiary of Putnam, LLC. Investor servicing agent functions are provided by Putnam Investor Services, a division of PFTC. The fund has entered into an arrangement with PFTC whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the fund's expenses. For the year ended July 31, 2003, the fund's expenses were reduced by $46,318 under these arrangements. Each independent Trustee of the fund receives an annual Trustee fee, of which $1,208 has been allocated to the fund, and an additional fee for each Trustees meeting attended. Trustees receive additional fees for attendance at certain committee meetings. The fund has adopted a Trustee Fee Deferral Plan (the "Deferral Plan"), which allows the Trustees to defer the receipt of all or a portion of Trustees fees payable on or after July 1, 1995. The deferred fees remain invested in certain Putnam funds until distribution in accordance with the Deferral Plan. The fund has adopted an unfunded noncontributory defined benefit pension plan (the "Pension Plan") covering all Trustees of the fund who have served as a Trustee for at least five years. Benefits under the Pension Plan are equal to 50% of the Trustee's average total retainer and meeting fees for the three years preceding retirement. Pension expense for the fund is included in Compensation of Trustees in the Statement of operations. Accrued pension liability is included in Payable for compensation of Trustees in the Statement of assets and liabilities. Note 3 Purchases and sales of securities During the year ended July 31, 2003, cost of purchases and proceeds from sales of investment securities other than U.S. government obligations and short-term investments aggregated $397,201,340 and $383,807,567, respectively. Purchases and sales of U.S. government obligations aggregated $594,058,519 and $610,912,132, respectively. Federal tax information (Unaudited) The fund has designated 4.18% of the distributions from net investment income as qualifying for the dividends received deduction for corporations. For its tax year ended July 31, 2003, the fund hereby designates 1.92%, or the maximum amount allowable, of its net taxable income as qualified dividends taxed at individual net capital gain rates. The Form 1099 you receive in January 2004 will show the tax status of all distributions paid to your account in calendar 2003. Results of June 12, 2003 shareholder meeting (Unaudited) An annual meeting of shareholders of the fund was held on June 12, 2003. At the meeting, each of the nominees for Trustees was elected, as follows: Votes Votes for withheld --------------------------------------------------------------------------- Jameson Adkins Baxter 129,842,715 2,493,906 Charles B. Curtis 129,864,407 2,472,214 John A. Hill 129,885,192 2,451,429 Ronald J. Jackson 129,943,400 2,393,221 Paul L. Joskow 129,910,820 2,425,801 Elizabeth T. Kennan 129,841,038 2,495,583 Lawrence J. Lasser 129,892,082 2,444,539 John H. Mullin, III 129,867,947 2,468,674 Robert E. Patterson 129,921,601 2,415,020 George Putnam, III 129,895,032 2,441,589 A.J.C. Smith 129,979,420 2,357,201 W. Thomas Stephens 129,968,839 2,367,782 W. Nicholas Thorndike 129,779,344 2,557,277 All tabulations are rounded to nearest whole number. About the Trustees Jameson A. Baxter (9/6/43), Trustee since 1994 President, Baxter Associates, Inc. (a consulting and private investments firm) Director of ASHTA Chemicals, Inc., Banta Corporation (a printing and digital imaging firm), Ryerson Tull, Inc. (a steel service corporation), Advocate Health Care, and the National Center for Nonprofit Boards. Chairman Emeritus of the Board of Trustees, Mount Holyoke College. Until 2002, Mrs. Baxter was a director of Intermatic Corporation, a manufacturer of energy control products. Also held various positions in investment banking and corporate finance, including Vice President and principal of the Regency Group and Vice President and consultant to First Boston Corp. Charles B. Curtis (4/27/40), Trustee since 2001 President and Chief Operating Officer, Nuclear Threat Initiative (a private foundation dealing with national security issues), also serves as Senior Advisor to the United Nations Foundation Member of the Council on Foreign Relations and the Trustee Advisory Council of the Applied Physics Laboratory at Johns Hopkins University. Until 2003, Mr. Curtis was a member of the Electric Power Research Institute Advisory Council, and the University of Chicago Board of Governors for Argonne National Laboratory. Prior to 2002, Mr. Curtis was a member of the Board of Directors of the Gas Technology Institute and the Board of Directors of the Environment and Natural Resources Program Steering Committee, John F. Kennedy School of Government, Harvard University. Until 2001, Mr. Curtis was a Member of the Department of Defense's Policy Board and Director of EG&G Technical Services, Inc. (fossil energy research and development support). Prior to May 1997, Mr. Curtis was Deputy Secretary of Energy. He served as Chairman of the Federal Energy Regulatory Commission from 1977 to 1987 and has held positions on the staff of the U.S. House of Representatives, the U.S. Treasury Department, and the Securities and Exchange Commission. Mr. Curtis is also a lawyer with over 15 years of experience. John A. Hill (1/31/42), Trustee since 1985 and Chairman since 2000 Vice-Chairman and Managing Director, First Reserve Corporation (a registered investment advisor investing in companies in the world-wide energy industry on behalf of institutional investors) Director of Devon Energy Corporation (formerly known as Snyder Oil Corporation), TransMontaigne Oil Company, Continuum Health Partners of New York, Sarah Lawrence College, and various private compa nies owned by First Reserve Corporation. Trustee of TH Lee, Putnam Investment Trust (a closed-end investment company). Prior to acquiring First Reserve in 1983, Mr. Hill held executive positions with several advisory firms and various positions with the federal government, including Associate Director of the Office of Manage ment and Budget and Deputy Director of the Federal Energy Administration. Ronald J. Jackson (12/17/43), Trustee since 1996 Private investor Former Chairman, President, and Chief Executive Officer of Fisher-Price, Inc. (a toy manufacturer). Previously served as President and Chief Executive Officer of Stride-Rite, Inc. and Kenner Parker Toys. Also held financial and marketing positions with General Mills, Parker Brothers, and Talbots. President of the Kathleen and Ronald J. Jackson Foundation (charitable trust). Member of the Board of Overseers of WGBH (public television and radio). Member of the Board of Overseers of the Peabody Essex Museum. Paul L. Joskow (6/30/47), Trustee since 1997 Elizabeth and James Killian Professor of Economics and Management and Director of the Center for Energy and Environmental Policy Research, Massachusetts Institute of Technology Director, National Grid Transco (formerly National Grid Group, a UK-based holding company with interests in electric and gas transmission and distribution and telecommunications infrastructure), and the Whitehead Institute for Biomedical Research (a non-profit research institution). President of the Yale University Council. Prior to February 2002, March 2000, and September 1998, Dr. Joskow was a Director of State Farm Indemnity Company (an automobile insurance company), Director of New England Electric System (a public utility holding company) and a consultant to National Economic Research Associates, respectively. Elizabeth T. Kennan (2/25/38), Trustee since 1992 Chairman, Cambus-Kenneth Bloodstock (a limited liability company involved in thoroughbred horse breeding and farming), President Emeritus of Mount Holyoke College Director, Northeast Utilities, and Talbots (a distributor of women's apparel). Trustee of Centre College. Prior to 2001, Dr. Kennan was a member of the Oversight Committee of Folger Shakespeare Library. Prior to September 2000, June 2000, and November 1999, Dr. Kennan was a Director of Chastain Real Estate, Bell Atlantic, and Kentucky Home Life Insurance, respectively. Prior to 1995, Dr. Kennan was a Trustee of Notre Dame University. For 12 years, she was on the faculty of Catholic University. John H. Mullin, III (6/15/41), Trustee since 1997 Chairman and CEO of Ridgeway Farm (a limited liability company engaged in timber and farming) Director Alex. Brown Realty, Inc., Sonoco Products, Inc. (a packaging company), The Liberty Corporation (a company engaged in the broadcasting industry), and Progress Energy, Inc. (a utility company, formerly known as Carolina Power & Light). Trustee Emeritus of Washington & Lee University. Prior to October 1997, January 1998, and May 2001, Mr. Mullin was a Director of Dillon, Read & Co. Inc., The Ryland Group, Inc., and Graphic Packaging International Corp., respectively. Robert E. Patterson (3/15/45), Trustee since 1984 Senior Partner of Cabot Properties, L.P. and Chairman of Cabot Properties, Inc. Chairman of the Joslin Diabetes Center, Trustee of SEA Education Association, and Director of Brandywine Trust Company (a trust company). Prior to February 1998, Mr. Patterson was Executive Vice President and Director of Acquisitions of Cabot Partners Limited Partnership. Prior to December 2001, Mr. Patterson was President and Trustee of Cabot Industrial Trust (publicly traded real estate investment trust). Prior to 1990, Mr. Patterson was Executive Vice President of Cabot, Cabot & Forbes Realty Advisors, the predecessor of Cabot Partners, and prior to that was Senior Vice President of the Beal Companies. W. Thomas Stephens (9/2/42), Trustee since 1997 Corporate Director Director of Xcel Energy Incorporated (public utility company), TransCanada Pipelines, Norske Canada, Inc. (paper manufacturer), and Qwest Communications (communications company). Until 2003, Mr. Stephens was a Director of Mail-Well, a printing and envelope company. Prior to July 2001 and October 1999, Mr. Stephens was Chairman of Mail-Well and MacMillan-Bloedel (forest products company). Prior to 1996, Mr. Stephens was Chairman and Chief Executive Officer of Johns Manville. W. Nicholas Thorndike (3/28/33), Trustee since 1992 Director of various corporations and charitable organizations, including Courier Corporation (a book manufacturer and publisher) and Providence Journal Co. (a newspaper publisher) Trustee of Northeastern University and Honorary Trustee of Massachusetts General Hospital. Prior to September 2000, April 2000, and December 2001, Mr. Thorndike was a Director of Bradley Real Estate, Inc., a Trustee of Eastern Utilities Associates, and a Trustee of Cabot Industrial Trust, respec tively. Previously served as Chairman of the Board and managing partner of Wellington Management/Thorndike Doran Paine & Lewis, and Chairman and Director of Ivest Fund. Lawrence J. Lasser* (11/1/42), Trustee since 1992 President and Chief Executive Officer of Putnam Investments and Putnam Management and Vice President since 1981 Director of Marsh & McLennan Companies, Inc. and the United Way of Massachusetts Bay. Member of the Board of Governors of the Investment Company Institute, Trustee of the Museum of Fine Arts, Boston, a Trustee and Member of the Finance and Executive Committees of Beth Israel Deaconess Medical Center, Boston, and a Member of the CareGroup Board of Managers Investment Committee, the Council on Foreign Relations, and the Commercial Club of Boston. George Putnam, III* (8/10/51), Trustee since 1984 and President since 2000 President, New Generation Research, Inc. (a publisher of financial advisory and other research services relating to bankrupt and distressed companies) and New Generation Advisers, Inc. (a registered investment adviser) Director of The Boston Family Office, L.L.C. (registered investment advisor), Trustee of St. Mark's School, and Trustee of Shore Country Day School. Until 2002, Mr. Putnam was a Trustee of the SEA Education Association. Previously, Mr. Putnam was an attorney with the firm of Dechert Price & Rhoads. A.J.C. Smith* (4/13/34), Trustee since 1986 Director of Marsh & McLennan Companies, Inc. Director of Trident Corp. (a limited partnership with over 30 institutional investors). Trustee of the Carnegie Hall Society, the Educational Broadcasting Corporation and the National Museums of Scotland. Chairman of the Central Park Conservancy. Member of the Board of Overseers of the Joan and Sanford I. Weill Graduate School of Medical Sciences of Cornell University. Fellow of the Faculty of Actuaries in Edinburgh, the Canadian Institute of Actuaries, and the Conference of Actuaries. Associate of the Society of Actuaries. Member of the American Actuaries, the International Actuarial Association and the International Association of Consulting Actuaries. Prior to May 2000 and November 1999, Mr. Smith was Chairman and CEO, respectively, of Marsh & McLennan Companies, Inc. The address of each Trustee is One Post Office Square, Boston, MA 02109. As of July 31, 2003, there were 104 Putnam Funds. Each Trustee serves for an indefinite term, until his or her resignation, death, or removal. * Trustees who are or may be deemed to be "interested persons" (as defined in the Investment Company Act of 1940) of the fund, Putnam Management, Putnam Retail Management or Marsh & McLennan Companies, Inc., the parent company of Putnam, LLC and its affiliated companies. Messrs. Putnam, III, Lasser and Smith are deemed "interested persons" by virtue of their positions as officers or shareholders of the fund or Putnam Management, Putnam Retail Management or Marsh & McLennan Companies, Inc. George Putnam, III is the President of your fund and each of the other Putnam funds. Lawrence J. Lasser is the President and Chief Executive Officer of Putnam Investments and Putnam Management. Mr. Lasser and Mr. Smith serve as Directors of Marsh & McLennan Companies, Inc. Officers In addition to George Putnam, III, the other officers of the fund are shown below: Charles E. Porter (7/26/38) Executive Vice President, Treasurer and Principal Financial Officer Since 1989 Managing Director, Putnam Investments and Putnam Management Patricia C. Flaherty (12/1/46) Senior Vice President Since 1993 Senior Vice President, Putnam Investments and Putnam Management Karnig H. Durgarian (1/13/56) Vice President and Principal Executive Officer Since 2002 Senior Managing Director, Putnam Investments Steven D. Krichmar (6/27/58) Vice President and Principal Financial Officer Since 2002 Managing Director, Putnam Investments. Prior to July 2001, Partner, PricewaterhouseCoopers LLP Michael T. Healy (1/24/58) Assistant Treasurer and Principal Accounting Officer Since 2000 Managing Director, Putnam Investments Beth S. Mazor (4/6/58) Vice President Since 2002 Senior Vice President, Putnam Investments Gordon H. Silver (7/3/47) Vice President Since 1990 Senior Managing Director, Putnam Investments, Putnam Management and Putnam Retail Management Mark C. Trenchard (6/5/62) Vice President and BSA Compliance Officer Since 2002 Senior Vice President, Putnam Investments William H. Woolverton (1/17/51) Vice President and Chief Legal Officer Since 2003 Managing Director, Putnam Investments, Putnam Management and Putnam Retail Management Judith Cohen (6/7/45) Clerk and Assistant Treasurer Since 1993 Clerk and Assistant Treasurer, The Putnam Funds The address of each Officer is One Post Office Square, Boston, MA 02109. Fund information About Putnam Investments One of the largest mutual fund families in the United States, Putnam Investments has a heritage of investment leadership dating back to Judge Samuel Putnam, whose Prudent Man Rule has defined fiduciary tradition and practice since 1830. Founded over 65 years ago, Putnam Investments was built around the concept that a balance between risk and reward is the hallmark of a well-rounded financial program. We presently manage over 100 mutual funds in growth, value, blend, fixed income, and international. Investment Manager Putnam Investment Management, LLC One Post Office Square Boston, MA 02109 Marketing Services Putnam Retail Management One Post Office Square Boston, MA 02109 Custodian Putnam Fiduciary Trust Company Legal Counsel Ropes & Gray LLP Independent Auditors KPMG LLP Trustees John A. Hill, Chairman Jameson Adkins Baxter Charles B. Curtis Ronald J. Jackson Paul L. Joskow Elizabeth T. Kennan Lawrence J. Lasser John H. Mullin III Robert E. Patterson George Putnam, III A.J.C. Smith W. Thomas Stephens W. Nicholas Thorndike Officers George Putnam, III President Charles E. Porter Executive Vice President, Treasurer and Principal Financial Officer Patricia C. Flaherty Senior Vice President Karnig H. Durgarian Vice President and Principal Executive Officer Steven D. Krichmar Vice President and Principal Financial Officer Michael T. Healy Assistant Treasurer and Principal Accounting Officer Beth S. Mazor Vice President Gordon H. Silver Vice President Mark C. Trenchard Vice President and BSA Compliance Officer William H. Woolverton Vice President and Chief Legal Officer Judith Cohen Clerk and Assistant Treasurer Call 1-800-225-1581 weekdays from 9 a.m. to 5 p.m. Eastern Time, or visit our Web site (www.putnaminvestments.com) any time for up-to-date information about the fund's NAV. [LOGO OMITTED] PUTNAM INVESTMENTS The Putnam Funds One Post Office Square Boston, Massachusetts 02109 --------------------- PRSRT STD U.S. POSTAGE PAID PUTNAM INVESTMENTS --------------------- Do you want to save paper and receive this document faster? Shareholders can sign up for email delivery of shareholder reports on www.putnaminvestments.com. 203376 073 9/03 Item 2. Code of Ethics: ----------------------- All officers of the Fund, including its principal executive, financial and accounting officers, are employees of Putnam Investment Management, LLC, the Fund's investment manager. As such they are subject to a comprehensive Code of Ethics adopted and administered by Putnam Investments which is designed to protect the interests of the firm and its clients. The Fund has adopted a Code of Ethics which incorporates the Code of Ethics of Putnam Investments with respect to all of its officers and Trustees who are employees of Putnam Investment Management, LLC. For this reason, the Fund has not adopted a separate code of ethics governing its principal executive, financial and accounting officers. Item 3. Audit Committee Financial Expert: ----------------------------------------- The Funds' Audit and Pricing Committee is comprised solely of Trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The Trustees believe that each of the members of the Audit and Pricing Committee also possess a combination of knowledge and experience with respect to financial accounting matters, as well as other attributes, that qualify them for service on the Committee. In addition, the Trustees have determined that all members of the Funds' Audit and Pricing Committee meet the financial literacy requirements of the New York Stock Exchange's rules and that Mr. Patterson and Mr. Stephens qualify as "audit committee financial experts" (as such term has been defined by the Regulations) based on their review of their pertinent experience and education. Certain other Trustees, although not on the Audit and Pricing Committee, would also qualify as "audit committee financial experts." The SEC has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit and Pricing Committee and the Board of Trustees in the absence of such designation or identification. Item 4. Principal Accountant Fees and Services: ----------------------------------------------- Not applicable Items 5-6. [Reserved] --------------------- Item 7. Disclosure of Proxy Voting Policies and Procedures For Closed End ------------------------------------------------------------------------- Management Investment Companies: -------------------------------- Proxy Voting Guidelines of the Putnam Funds ------------------------------------------- The proxy voting guidelines below summarize the Funds' positions on various issues of concern to investors, and give a general indication of how Fund portfolio securities will be voted on proposals dealing with a particular issue. The Funds' proxy voting service is instructed to vote all proxies relating to Fund portfolio securities in accordance with these guidelines, except as otherwise instructed by the Proxy Coordinator. The proxy voting guidelines are just that - guidelines. The guidelines are not exhaustive and do not include all potential voting issues. Because proxy issues and the circumstances of individual companies are so varied, there may be instances when the Funds may not vote in strict adherence to these guidelines. For example, the proxy voting service is expected to bring to the Proxy Coordinator's attention proxy questions that are company-specific and of a non-routine nature and, although covered by the guidelines, may be more appropriately handled on a case-by-case basis. Similarly, Putnam Management's investment professionals, as part of their ongoing review and analysis of all Fund portfolio holdings, are responsible for monitoring significant corporate developments, including proxy proposals submitted to shareholders, and notifying the Proxy Coordinator of circumstances where the interests of Fund shareholders may warrant a vote contrary to these guidelines. In such instances, the investment professionals will submit a written recommendation to the Proxy Coordinator and the person or persons designated by Putnam Management's Legal and Compliance Department to assist in processing referral items pursuant to the Funds' "Proxy Voting Procedures." The Proxy Coordinator, in consultation with the Senior Vice President, Executive Vice President and/or the Chair of the Board Policy and Nominating Committee, as appropriate, will determine how the Funds' proxies will be voted. When indicated, the Chair of the Board Policy and Nominating Committee may consult with other members of the Committee or the full board of Trustees. The following guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and recommended by a company's board of directors. Part II deals with proposals submitted by shareholders for inclusion in proxy statements. Part III 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 (sometimes referred to as "management proposals"), which have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies and the Funds' intent to hold corporate boards accountable for their actions in promoting shareholder interests, the Funds' proxies generally will be voted in support of decisions reached by independent boards of directors. Accordingly, the Funds' proxies will be voted for board-approved proposals, except as follows: A. Matters Relating to the Board of Directors --------------------------------------------- The board of directors has the important role of overseeing management and its performance on behalf of shareholders. The Funds' proxies will be voted for the election of the company's nominees for directors and for board-approved proposals on other matters relating to the board of directors (provided that such nominees and other matters have been approved by an independent nominating committee), except as follows: * The Funds will withhold votes 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. Commentary: While these requirements will likely become mandatory for most public companies in the near future as a result of pending NYSE and NASDAQ rule proposals, the Funds' Trustees believe that there is no excuse for public company boards that fail to implement these vital governance reforms at their next annual meeting. For these purposes, an "independent director" is a director who meets all requirements to serve as an independent director of a company under the pending NYSE rule proposals (i.e., no material business relationships with the company, no present or recent employment relationship with the company (including employment of immediate family members) and, in the case of audit committee members, no compensation for non-board services). As indicated below, the Funds will generally vote on a case-by-case basis on board-approved proposals where the board fails to meet these basic independence standards. * The Funds will withhold votes 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 (e.g., investment banking, consulting, legal or financial advisory fees). Commentary: The Funds' Trustees believe that receipt of compensation for services other than service as a director raises significant independence issues. The Funds will withhold votes for any nominee for director who is considered an independent director by the company and who receives such compensation. * The Funds will withhold votes for the entire board of directors if the board has more than 19 members or fewer than five members, absent special circumstances. Commentary: The Funds' Trustees believe that the size of the board of directors can have a direct impact on the ability of the board to govern effectively. Boards that have too many members can be unwieldy and ultimately inhibit their ability to oversee management performance. Boards that have too few members can stifle innovation and lead to excessive influence by management. * The Funds will vote on a case-by-case basis in contested elections of directors. * The Funds will withhold votes for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for the absences (i.e., illness, personal emergency, etc.). Commentary: Being a director of a company requires a significant time commitment to adequately prepare for and attend the company's board and committee meetings. Directors must be able to commit the time and attention necessary to perform their fiduciary duties in proper fashion, particularly in times of crisis. The Funds' Trustees are concerned about over-committed directors. In some cases, directors may serve on too many boards to make a meaningful contribution. This may be particularly true for senior executives of public companies (or other directors with substantially full-time employment) who serve on more than a few outside boards. The Funds may withhold votes from such directors on a case-by-case basis where it appears that they may be unable to discharge their duties properly because of excessive commitments. * The Funds will withhold votes for any nominee for director of a public company (Company A) who is employed as a senior executive of another public company (Company B) if a director of Company B serves as a senior executive of Company A (commonly referred to as an "interlocking directorate"). Commentary: The Funds' Trustees believe that interlocking directorships are inconsistent with the degree of independence required for outside directors of public companies. Board independence depends not only on its members' individual relationships, but also the board's overall attitude toward management. Independent boards are committed to good corporate governance practices and, by providing objective independent judgment, enhancing shareholder value. The Funds may withhold votes on a case-by-case basis from some or all directors that, through their lack of independence, have failed to observe good corporate governance practices or, through specific corporate action, have demonstrated a disregard for the interest of shareholders. * The Funds will vote against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by this structure. Commentary: Under a typical classified board structure, the directors are divided into three classes, with each class serving a three-year term. The classified board structure results in directors serving staggered terms, with usually only a third of the directors up for re-election at any given annual meeting. The Funds' Trustees generally believe that it is appropriate for directors to stand for election each year, but recognize that, in special circumstances, shareholder interests may be better served under a classified board structure. B. Executive Compensation ------------------------- The Funds generally favor compensation programs that relate executive compensation to a company's long-term performance. The Funds will vote on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows: * Except where the Funds are otherwise withholding votes for the entire board of directors, the Funds will vote for stock option plans which will result in an average annual dilution of 1.67% or less (including all equity-based plans). * The Funds will vote against stock option plans that permit replacing or repricing of underwater options (and against any proposal to authorize such replacement or repricing of underwater options). * The Funds will vote against stock option plans that permit issuance of options with an exercise price below the stock's current market price. * Except where the Funds are otherwise withholding votes for the entire board of directors, the Funds will vote for employee stock purchase plans that have the following features: (1) the shares purchased under the plan are acquired for no less than 85% of their market value, (2) the offering period under the plan is 27 months or less, and (3) dilution is 10% or less. Commentary: Companies should have compensation programs that are reasonable and that align shareholder and management interests over the longer term. Further, disclosure of compensation programs should provide absolute transparency to shareholders regarding the sources and amounts of, and the factors influencing, executive compensation. Appropriately designed equity-based compensation plans can be an effective way to align the interests of long-term shareholders with the interests of management. The Funds may vote against executive compensation proposals on a case-by-case basis where compensation is excessive by reasonable corporate standards, or where a company fails to provide transparent disclosure of executive compensation. In voting on proposals relating to executive compensation, the Funds will consider whether the proposal has been approved by an independent compensation committee of the board. C. Capitalization ----------------- Many proxy proposals involve changes in a company's capitalization, including the authorization of additional stock, the repurchase of outstanding stock or the approval of a stock split. The management of a company's capital structure involves a number of important issues, including cash flow, financing needs and market conditions that are unique to the circumstances of each company. As a result, the Funds will vote on a case-by-case basis on board-approved proposals involving changes to a company's capitalization, except that where the Funds are not otherwise withholding votes from the entire board of directors: * The Funds will vote for proposals relating to the authorization of additional common stock (except where such proposals relate to a specific transaction). * The Funds will vote for proposals to effect stock splits (excluding reverse stock splits.) * The Funds will vote for proposals authorizing share repurchase programs. Commentary: A company may decide to authorize additional shares of common stock for reasons relating to executive compensation or for routine business purposes. For the most part, these decisions are best left to the board of directors and senior management. The Funds will vote on a case-by-case basis, however, on other proposals to change a company's capitalization, including the authorization of common stock with special voting rights, the authorization or issuance of common stock in connection with a specific transaction (e.g., an acquisition, merger or reorganization) or the authorization or issuance of preferred stock. Actions such as these involve a number of considerations that may impact a shareholder's investment and warrant a case-by-case determination. D. Acquisitions, Mergers, Reincorporations, Reorganizations and Other Transactions --------------------------------------------------------------- Shareholders may be confronted with a number of different types of transactions, including acquisitions, mergers, reorganizations involving business combinations, liquidations and sale of all or substantially all of a company's assets, which may require their consent. Voting on such proposals involves considerations unique to each transaction. As a result, the Funds will vote on a case-by-case basis on board-approved proposals to effect these types of transactions, except as follows: * The Funds will vote for mergers and reorganizations involving business combinations designed solely to reincorporate a company in Delaware. Commentary: A company may reincorporate into another state through a merger or reorganization by setting up a "shell" company in a different state and then merging the company into the new company. While reincorporation into states with extensive and established corporate laws - notably Delaware - provides companies and shareholders with a more well-defined legal framework, generally speaking, shareholders must carefully consider the reasons for a reincorporation into another jurisdiction, including especially offshore jurisdictions. E. Anti-Takeover Measures ------------------------- Some proxy proposals involve efforts by management to make it more difficult for an outside party to take control of the company without the approval of the company's board of directors. These include adoption of a shareholder rights plan, requiring supermajority voting on particular issues, adoption of fair price provisions, issuance of blank check preferred stock and creating a separate class of stock with disparate voting rights. Such proposals may adversely affect shareholder rights, lead to management entrenchment, or create conflicts of interest. As a result, the Funds will vote against board-approved proposals to adopt such anti-takeover measures, except as follows: * The Funds will vote on a case-by-case basis on proposals to ratify or approve shareholder rights plans (commonly referred to as "poison pills"); and * The Funds will vote on a case-by-case basis on proposals to adopt fair price provisions. Commentary: The Funds' Trustees recognize that poison pills and fair price provisions may enhance shareholder value under certain circumstances. As a result, the Funds will consider proposals to approve such matters on a case-by-case basis. F. Other Business Matters ------------------------- Many proxies involve approval of routine business matters, such as changing the company's name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting. For the most part, these routine matters do not materially affect shareholder interests and are best left to the board of directors and senior management of the company. The Funds will vote for board-approved proposals approving such matters, except as follows: * The Funds will vote on a case-by-case basis on proposals to amend a company's charter or bylaws (except for charter amendments necessary or to effect stock splits to change a company's name or to authorize additional shares of common stock). * The Funds will vote against authorization to transact other unidentified, substantive business at the meeting. * The Funds will vote on a case-by-case basis on other business matters where the Funds are otherwise withholding votes for the entire board of directors. Commentary: Charter and bylaw amendments and the transaction of other unidentified, substantive business at a shareholder meeting may directly affect shareholder rights and have a significant impact on shareholder value. As a result, the Funds do not view such items as routine business matters. Putnam Management's investment professionals and the Funds' proxy voting service may also bring to the Proxy Coordinator's attention company-specific items which they believe to be non-routine and warranting special consideration. Under these circumstances, the Funds will vote on a case-by-case basis. II. Shareholder Proposals ------------------------- SEC regulations permit shareholders to submit proposals for inclusion in a company's proxy statement. These proposals generally seek to change some aspect of a company's corporate governance structure or to change some aspect of its business operations. The Funds will vote in accordance with the recommendation of the company's board of directors on all shareholder proposals, except as follows: * The Funds will vote for shareholder proposals to declassify a board, absent special circumstances which would indicate that shareholder interests are better served by a classified board structure. * The Funds will vote for shareholder proposals to require shareholder approval of shareholder rights plans. * The Funds will vote for shareholder proposals that are consistent with the Fund's proxy voting guidelines for board-approved proposals. * The Funds will vote on a case-by-case basis on other shareholder proposals where the Funds are otherwise withholding votes for the entire board of directors. Commentary: In light of the substantial reforms in corporate governance that are currently underway, the Funds' Trustees believe that effective corporate reforms should be promoted by holding boards of directors - and in particular, their independent directors - accountable for their actions, rather than imposing additional legal restrictions on board governance through piecemeal proposals. Generally speaking, shareholder proposals relating to business operations are often motivated primarily by political or social concerns, rather than the interests of shareholders as investors in an economic enterprise. As stated above, the Funds' Trustees believe that boards of directors and management are responsible for ensuring that their businesses are operating in accordance with high legal and ethical standards and should be held accountable for resulting corporate behavior. Accordingly, the Funds will generally support the recommendations of boards that meet the basic independence and governance standards established in these guidelines. Where boards fail to meet these standards, the Funds will generally evaluate shareholder proposals on a case-by-case basis. III. Voting Shares of Foreign Issuers ------------------------------------- Many of the Funds invest on a global basis and, as a result, they may be required to vote shares held in foreign issuers - i.e., issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed a U.S. securities exchange or the NASDAQ stock market. Because foreign issuers are incorporated under the laws of countries and jurisdictions outside the U.S., protection for shareholders may vary significantly from jurisdiction to jurisdiction. Laws governing foreign issuers may, in some cases, provide substantially less protection for shareholders. As a result, the foregoing guidelines, which are premised on the existence of a sound corporate governance and disclosure framework, may not be appropriate under some circumstances for foreign issuers. The Funds will vote proxies of foreign issuers in accordance with the foregoing guidelines where applicable, except as follows: * The Funds will vote for shareholder proposals calling for a majority of the directors to be independent of management. * The Funds will vote for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. * The Funds will vote 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. * The Funds will vote on case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company's outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company's outstanding common stock where shareholders have preemptive rights. Commentary: In many non-U.S. markets, shareholders who vote proxies for shares of a foreign issuer are not able to trade in that company's stock within a given period of time on or around the shareholder meeting date. This practice is known as "share blocking." In countries where share blocking is practiced, the Funds will vote proxies only with direction from Putnam Management's investment professionals. As adopted March 14, 2003 Proxy Voting Procedures of the Putnam Funds ------------------------------------------- The Role of the Funds' Trustees ------------------------------- The Trustees of the Putnam Funds exercise control of the voting of proxies through their Board Policy and Nominating Committee, which is composed entirely of independent Trustees. The Board Policy and Nominating Committee oversees the proxy voting process and participates, as needed, in the resolution of issues which need to be handled on a case-by-case basis. The Committee annually reviews and recommends for approval by the Trustees guidelines governing the Funds' proxy votes, including how the Funds vote on specific proposals and which matters are to be considered on a case-by-case basis. The Trustees are assisted in this process by their independent administrative staff ("Fund Administration"), independent legal counsel, and an independent proxy voting service. The Trustees also receive assistance from Putnam Investment Management, LLC ("Putnam Management"), the Funds' investment adviser, on matters involving investment judgments. In all cases, the ultimate decision on voting proxies rests with the Trustees, acting as fiduciaries on behalf of the shareholders of the Funds. The Role of the Proxy Voting Service ------------------------------------ The Funds have engaged an independent proxy voting service to assist in the voting of proxies. The proxy voting service is responsible for coordinating with the Funds' custodians to ensure that all proxy materials received by the custodians relating to the Funds' portfolio securities are processed in a timely fashion. To the extent applicable, the proxy voting service votes all proxies in accordance with the proxy voting guidelines established by the Trustees. The proxy voting service will refer proxy questions to the Proxy Coordinator (described below) for instructions under circumstances where: (1) the application of the proxy voting guidelines is unclear, (2) a particular proxy question is not covered by the guidelines, or (3) the guidelines call for specific instructions on a case-by-case basis. The proxy voting service is also requested to call to the Proxy Coordinator's attention specific proxy questions which, while governed by a guideline, appear to involve unusual or controversial issues. The Funds also utilize research services relating to proxy questions provided by the proxy voting service and by other firms. The Role of the Proxy Coordinator --------------------------------- Each year, a member of Fund Administration is appointed Proxy Coordinator to assist in the coordination and voting of the Funds' proxies. The Proxy Coordinator will deal directly with the proxy voting service and, in the case of proxy questions referred by the proxy voting service, will solicit voting recommendations and instructions from Fund Administration, the Chair of the Board Policy and Nominating Committee, and Putnam Management's investment professionals, as appropriate. The Proxy Coordinator is responsible for ensuring that these questions and referrals are responded to in a timely fashion and for transmitting appropriate voting instructions to the proxy voting service. Voting Procedures for Referral Items ------------------------------------- As discussed above, the proxy voting service will refer proxy questions to the Proxy Coordinator under certain circumstances. When the application of the proxy voting guidelines is unclear or a particular proxy question is not covered by the guidelines (and does not involve investment considerations), the Proxy Coordinator will assist in interpreting the guidelines and, as appropriate, consult with the Senior Vice President of Fund Administration, the Executive Vice President of Fund Administration and the Chair of the Board Policy and Nominating Committee on how the Funds' shares will be voted. For proxy questions that require a case-by-case analysis pursuant to the guidelines or that are not covered by the guidelines but involve investment considerations, the Proxy Coordinator will refer such questions, through a written request, to Putnam Management's investment professionals for a voting recommendation. Such referrals will be made in cooperation with the person or persons designated by Putnam Management's Legal and Compliance Department to assist in processing such referral items. In connection with each such referral item, the Legal and Compliance Department will conduct a conflicts of interest review, as described below under "Conflicts of Interest," and provide a conflicts of interest report (the "Conflicts Report") to the Proxy Coordinator describing the results of such review. After receiving a referral item from the Proxy Coordinator, Putnam Management's investment professionals will provide a written recommendation to the Proxy Coordinator and the person or persons designated by the Legal and Compliance Department to assist in processing referral items. Such recommendation will set forth (1) how the proxies should be voted, (2) the basis and rationale for such recommendation, and (3) any contacts the investment professionals have had with respect to the referral item with non-investment personnel of Putnam Management or with outside parties (except for routine communications from proxy solicitors). The Proxy Coordinator will then review the investment professionals' recommendation and the Conflicts Report with the Senior Vice President and/or Executive Vice President in determining how to vote the Funds' proxies. The Proxy Coordinator will maintain a record of all proxy questions that have been referred to Putnam Management's investment professionals, the voting recommendation and the Conflicts Report. In some situations, the Proxy Coordinator, the Senior Vice President and/or the Executive Vice President may determine that a particular proxy question raises policy issues requiring consultation with the Chair of the Board Policy and Nominating Committee who, in turn, may decide to bring the particular proxy question to the Committee or the full board of Trustees for consideration. Conflicts of Interest --------------------- Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist, for example, if Putnam Management has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any individual with knowledge of a personal conflict of interest (e.g., familial relationship with company management) relating to a particular referral item shall disclose that conflict to the Proxy Coordinator and the Legal and Compliance Department and otherwise remove himself or herself from the proxy voting process. The Legal and Compliance Department will review each item referred to Putnam Management's investment professionals to determine if a conflict of interest exists and will provide the Proxy Coordinator with a Conflicts Report for each referral item that (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Putnam Management (other than routine communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professional's recommendation. The Conflicts Report will also include written confirmation that any recommendation from an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration. As adopted March 14, 2003 Item 8. [Reserved] ------------------ Item 9. Controls and Procedures: -------------------------------- (a) The registrant's principal executive officer and principal financial officers have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report on Form N-CSR, that the design and operation of such procedures are effective to provide reasonable assurance that information required to be disclosed by the investment company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Commission's rules and forms. (b) Changes in internal control over financial reporting: Not applicable Item 10. Exhibits: ------------------ (a) The Code of Ethics of The Putnam Funds, which incorporates the Code of Ethics of Putnam Investments, is filed herewith. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Investment Company Act of 1940, as amended, and the officer certifications as required by Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 an the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NAME OF REGISTRANT By (Signature and Title): /s/Michael T. Healy -------------------------- Michael T. Healy Principal Accounting Officer Date: September 26, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 an the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title): /s/Karnig H. Durgarian --------------------------- Karnig H. Durgarian Principal Executive Officer Date: September 26, 2003 By (Signature and Title): /s/Charles E. Porter --------------------------- Charles E. Porter Principal Financial Officer Date: September 26, 2003 By (Signature and Title): /s/Steven D. Krichmar --------------------------- Steven D. Krichmar Principal Financial Officer Date: September 26, 2003