WA Global Corporate Defined Opportunity Fund Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22334

 

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 49th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (888) 777-0102

Date of fiscal year end: October 31

Date of reporting period: October 31, 2018

 

 

 


ITEM 1. REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   October 31, 2018

WESTERN ASSET

GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC. (GDO)

 

 

 

LOGO

 

INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE


What’s inside      
Letter from the chairman     II  
Investment commentary     III  
Fund overview     1  
Fund at a glance     7  
Spread duration     8  
Effective duration     9  
Schedule of investments     10  
Statement of assets and liabilities     28  
Statement of operations     29  
Statements of changes in net assets     30  
Statement of cash flows     31  
Financial highlights     32  
Notes to financial statements     34  
Report of independent registered public accounting firm     49  
Additional information     50  
Annual chief executive officer and principal financial officer certifications     56  
Other shareholder communications regarding accounting matters     57  
Dividend reinvestment plan     58  
Important tax information     60  

Fund objectives

The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities.

 

Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Global Corporate Defined Opportunity Fund Inc. for the twelve-month reporting period ended October 31, 2018. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

November 30, 2018

 

II    Western Asset Global Corporate Defined Opportunity Fund Inc.


Investment commentary

 

Economic review

Economic activity in the U.S. was mixed during the twelve months ended October 31, 2018 (the “reporting period”). Looking back, the U.S. Department of Commerce reported that fourth quarter 2017 and first quarter 2018 U.S. gross domestic product (“GDP”)i growth was 2.3% and 2.2%, respectively. GDP growth then accelerated to 4.2% during the second quarter of 2018 — the strongest reading since the third quarter of 2014. Finally, the U.S. Department of Commerce’s second reading for third quarter 2018 GDP growth — released after the reporting period ended — was 3.5%. The deceleration in GDP growth in the third quarter of 2018 reflected a downturn in exports and decelerations in nonresidential fixed investment and personal consumption expenditures. Imports increased in the third quarter after decreasing in the second. These movements were partly offset by an upturn in private inventory investment.

Job growth in the U.S. was solid overall and supported the economy during the reporting period. As reported by the U.S. Department of Labor, when the reporting period ended on October 31, 2018, the unemployment rate was 3.7%, versus 4.1% when the period began. October 2018’s reading equaled the lowest unemployment rate since 1969. The percentage of longer-term unemployed also declined during the reporting period. In October 2018, 22.5% of Americans looking for a job had been out of work for more than six months, versus 23.8% when the period began.

Turning to the global economy, in its October 2018 World Economic Outlook, the International Monetary Fund (“IMF”)ii said, “Global growth for 2018–19 is projected to remain steady at its 2017 level, but its pace is less vigorous than projected in April [2018] and it has become less balanced. Downside risks to global growth have risen in the past six months and the potential for upside surprises has receded.” From a regional perspective, the IMF projects 2018 growth in the Eurozone will be 2.0%, versus 2.4% in 2017. Japan’s economy is expected to expand 1.1% in 2018, compared to 1.7% in 2017. Elsewhere, the IMF projects that overall growth in emerging market countries will be 4.7% in 2018, the same as in 2017.

Looking back, at its meeting that concluded on September 20, 2017, the Federal Reserve Board (the “Fed”)iii kept the federal funds rateiv on hold, but reiterated its intention to begin reducing its balance sheet, saying, “In October, the Committee will initiate the balance sheet normalization program….” At its meeting that ended on December 13, 2017, the Fed raised rates to a range between 1.25% and 1.50%. As expected, the Fed kept rates on hold at its meeting that concluded on January 31, 2018. However, at its meeting that ended on March 21, 2018, the Fed again raised the federal funds rate, moving it to a range between 1.50% and 1.75%. At its meeting that concluded on June 13, 2018, the Fed raised the federal funds rate to a range between 1.75% and 2.00%. Finally, at its meeting that ended on September 26, 2018, the Fed raised the federal funds rate to a range between 2.00% and 2.25%.

Central banks outside the U.S. took different approaches to monetary policy during the reporting period. Looking back, in December 2016, the European Central Bank (“ECB”)v extended its bond buying program until December 2017. From April 2017 through December 2017, the ECB purchased 60 billion-per-month of bonds. In October 2017,

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   III


Investment commentary (cont’d)

 

the ECB announced that it would continue to buy bonds through September 2018, but after December 2017 it would pare its purchases to 30 billion-per-month. In June 2018, the ECB announced it would end its bond buying program by the end of the year, but it did not anticipate raising interest rates “at least through the summer of 2019”. In other developed countries, on November 2, 2017, the Bank of Englandvi raised rates from 0.25% to 0.50% — the first increase since July 2007. It then raised rates to 0.75% at its meeting on August 2, 2018. After holding rates steady at 0.10% for more than five years, in January 2016, the Bank of Japanvii announced that it cut the rate on current accounts that commercial banks hold with it to -0.10% and kept rates on hold during the reporting period. Elsewhere, the People’s Bank of Chinaviii kept rates steady at 4.35% during the reporting period.

As always, thank you for your confidence in our stewardship of your assets.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

November 30, 2018

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.

 

i 

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

 

ii 

The International Monetary Fund (“IMF”) is an organization of 189 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world.

 

iii 

The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

iv 

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

v 

The European Central Bank (“ECB”) is responsible for the monetary system of the European Union and the euro currency.

 

vi 

The Bank of England (“BoE”), formally the Governor and Company of the BoE, is the central bank of the United Kingdom. The BoE’s purpose is to maintain monetary and financial stability.

 

vii 

The Bank of Japan is the central bank of Japan. The bank is responsible for issuing and handling currency and treasury securities, implementing monetary policy, maintaining the stability of the Japanese financial system and the yen currency.

 

viii 

The People’s Bank of China is the central bank of the People’s Republic of China with the power to carry out monetary policy and regulate financial institutions in mainland China.

 

IV    Western Asset Global Corporate Defined Opportunity Fund Inc.


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities. Under normal market conditions, the Fund will invest at least 40% of its managed assets in fixed-income securities of foreign issuers organized or having a principal place of business outside the United States, including in emerging market countries. In addition, the Fund may invest up to 35% of its managed assets in fixed-income securities of below investment grade quality. Below investment grade fixed income securities are commonly known as “high yield” or “junk” bonds.

Under normal market conditions, the Fund expects to maintain, on an ongoing basis, a dollar-weighted average credit quality of portfolio holdings of investment grade quality. When choosing investments, Western Asset Management Company, LLC (formerly known as Western Asset Management Company) (“Western Asset”), the Fund’s subadviser, focuses on corporate securities that exhibit pricing inefficiencies, improving credit conditions that offer income opportunities and the potential for high real yields.

At Western Asset, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The individuals responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are S. Kenneth Leech, Michael C. Buchanan, Christopher F. Kilpatrick, Chia-Liang (CL) Lian and Annabel Rudebeck.

Q. What were the overall market conditions during the Fund’s reporting period?

A. Fixed income markets, generally, posted weak results over the twelve-month reporting period ended October 31, 2018. Spread sectors (non-Treasuries) experienced periods of elevated volatility as they were impacted by a number of factors, including the December 2017 signing of the U.S. tax reform bill, solid economic growth in the U.S., four interest rate hikes by the Federal Reserve Board (the “Fed”)i , concerns over a global trade war and geopolitical issues.

Both short- and long-term Treasury yields moved sharply higher during the reporting period. The yield for the two-year Treasury note began the reporting period at 1.60% — the low for the period — and ended the period at 2.84%. The high for the period of 2.92% occurred on October 19 and October 22, 2018. The yield for the ten-year Treasury began the reporting period at

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   1


Fund overview (cont’d)

 

2.38% and ended the period at 3.15%. The low for the period of 2.32% occurred on several occasions in November 2017, and the peak for the period of 3.23% took place on October 5, 2018.

All told, the Bloomberg Barclays U.S. Aggregate Indexii returned -2.05% during the reporting period. Investment-grade rated corporates and high-yield bonds also generated weak results. Over the reporting period, the investment-grade rated Bloomberg Barclays Global Aggregate Corporate Indexiii returned -3.08%, and the Bloomberg Barclays Global High Yield Index (USD hedged)iv returned -0.95%. Elsewhere, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)v returned -5.27%.

Q. How did we respond to these changing market conditions?

A. A number of adjustments were made to the Fund’s portfolio during the reporting period. We increased the overall quality of the portfolio by reducing its allocations to lower rated B and CCC securities. Meanwhile, we increased the Fund’s exposures to securities rated BBB and BB. Our strategy to reduce the Fund’s risk exposure was not driven by a concern that the current credit cycle is turning negative, but rather because valuations have compressed to the point where, in our view, maintaining an elevated level of risk was unwarranted. From an asset allocation perspective, we added to the Fund’s allocation to bank loans, while paring its corporate credit exposure. In terms of sector positioning, we reduced the Fund’s exposures to the Financials (largely Insurance) and Basic Industry sectors1. Conversely, we increased the Fund’s positions in the Capital Goods2 and Consumer Non-Cyclicals3 (largely Pharmaceuticals) sectors.

During the reporting period, we employed U.S. Treasury futures to manage the Fund’s durationvi. These futures contracts did not meaningfully impact performance. Currency futures, forwards and options, which were used to manage the Fund’s currency exposure, contributed to performance during the reporting period.

The use of leverage was tactically managed during the reporting period. During the latter portion of the period, we borrowed additional funds to take advantage of more attractive valuations and income opportunities we were seeing globally. We added primarily higher quality emerging market debt exposure to the Fund. We ended the period with leverage at roughly 25% of the gross assets of the Fund, versus roughly 22% at the beginning of the reporting period. Overall, the use of leverage detracted from performance during the twelve months ended October 31, 2018 given the negative gross performance of the assets of the Fund.

Performance review

For the twelve months ended October 31, 2018, Western Asset Global Corporate Defined Opportunity Fund Inc. returned -2.86%

 

1 

Basic Industry consists of the following industries: Chemicals, Metals & Mining and Paper.

 

2 

Capital Goods consists of the following industries: Aerospace & Defense, Building Materials, Diversified Manufacturing, Construction Machines, Packaging and Environmental.

 

3 

Consumer Non-Cyclicals consists of the following industries: Consumer Products, Food/Beverage, Health Care, Pharmaceuticals, Supermarkets and Tobacco.

 

2    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


based on its NAVvii and -9.38% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays Global Aggregate Corporate Index, returned -3.08% for the same period. The Lipper Global Income Closed-End Funds Category Averageviii returned -1.60% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

During the twelve-month period, the Fund made distributions to shareholders totaling $1.28 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of October 31, 2018. Past performance is no guarantee of future results.

 

Performance Snapshot as of October 31, 2018  
Price Per Share   12-Month
Total Return**
 
$17.39 (NAV)     -2.86 %† 
$15.20 (Market Price)     -9.38 %‡ 

All figures represent past performance and are not a guarantee of future results.

** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

† Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.

‡ Total return assumes the reinvestment of all distributions, including returns of capital, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s relative performance during the reporting period was the Fund’s quality biases. In particular, an overweight to below investment-grade rated securities was rewarded given the outperformance of lower rated securities during the reporting period.

A number of individual holdings contributed to performance, including overweight positions in Sprint (Sprint Communications, Inc. and Sprint Corp.) and Bausch Health Companies, Inc. (formerly Valeant Pharmaceuticals). Sprint bonds rose on the back of an announced merger with T-Mobile in April 2018, which market participants viewed as positive for both companies. Bausch Health Companies, Inc. continued to execute on its plan to sell assets, reduce debt and stabilize its fundamental performance, all of which helped send the company’s bonds higher. Elsewhere, our overweight exposure to government bonds issued by Poland was rewarded. These bonds performed well due to continued strong growth in the country. In addition, Poland’s economy remains competitive and diversified, and the government maintains a strong record of fiscal prudence.

From a sector positioning perspective, overweights to the Energy and Communication Services1 sectors were the most additive for returns.

 

*

For the tax character of distributions paid during the fiscal year ended October 31, 2018, please refer to page 47 of this report.

 

1 

As of September 28, 2018, the Telecommunication Services sector was broadened to include some companies previously classified in the Consumer Discretionary and Information Technology sectors and renamed the Communication Services sector.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   3


Fund overview (cont’d)

 

Q. What were the leading detractors from performance?

A. The largest detractor from the Fund’s relative performance during the reporting period was its overweight allocation to emerging market sovereign and emerging market local currencies. Both currencies were negatively impacted by moderating growth, trade war concerns and a strengthening U.S. dollar.

Elsewhere, the Fund’s allocation to Argentina was negative for performance. A crisis of confidence around Argentina’s economic policymaking and mixed signals by the country’s central bank precipitated a sustained depreciation of the Argentinian peso. The decline of its currency and a generally weaker economic backdrop impacted the valuations of both Argentina’s local and U.S. dollar-denominated debt. Overweight positions in Intesa Sanpaolo SpA Company (“Intesa”) and General Electric Capital Corp. (“General Electric”) also detracted from results. Intesa is an Italian bank that has suffered due to broader macroeconomic concerns about the strength of the Italian sovereign market. Recent results out of General Electric have fallen short of market expectations, in part due to subpar performance in the company’s power business, legacy issues surrounding its insurance business and rating agency downgrades.

Meanwhile, an overweight to the Capital Goods sector was a headwind for returns as it lagged the benchmark. Lastly, yield curveix positioning was not rewarded. In particular, having an underweight to longer-term rates was not rewarded as the yield curve flattened during the reporting period.

Looking for additional information?

The Fund is traded under the symbol “GDO” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XGDOX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern time, for the Fund’s current NAV, market price and other information.

Thank you for your investment in Western Asset Global Corporate Defined Opportunity Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company, LLC

November 20, 2018

RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is traded on the New

 

4    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a number of risks, such as credit risk, inflation risk, call risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. The Fund may invest in lower-rated high-yield bonds, known as “junk bonds,” which are subject to greater credit risk (risk of default) than higher-rated obligations. The Fund’s investments in foreign securities involve risks, including the possibility of losses due to changes in currency exchange rates and negative developments in the political, social, economic or regulatory structure of specific countries or regions. These risks are magnified in emerging markets. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of October 31, 2018 were: Financials (30.8%), Communication Services (22.1%), Energy (19.0%), Consumer Discretionary (12.7%) and Materials (9.9%). The Fund’s portfolio composition is subject to change at any time.

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   5


Fund overview (cont’d)

 

 

 

i 

The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

ii 

The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity.

 

iii 

The Bloomberg Barclays Global Aggregate Corporate Index represents the corporates portion of the Blomberg Barclays Global Aggregate index grouping. An investment cannot be made directly in an index.

 

iv

The Bloomberg Barclays Global High Yield Index provides a broad-based measure of the global high-yield fixed-income markets, representing the union of the U.S. High-Yield, Pan-European High-Yield, U.S. Emerging Markets High-Yield, CMBS High-Yield and Pan European Emerging Markets High-Yield Indices.

 

v 

The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments.

 

vi

Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

 

vii

Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

viii

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended October 31, 2018, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 14 funds in the Fund’s Lipper category.

 

ix 

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

6    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of October 31, 2018 and October 31, 2017 and does not include derivatives, such as futures, written options and forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Represents less than 0.1%.

 

*

As of September 28, 2018, the Telecommunication Services sector was broadened to include some companies previously classified in the Consumer Discretionary and Information Technology sectors and renamed the Communication Services sector.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   7


Spread duration (unaudited)

 

Economic exposure — October 31, 2018

 

LOGO

 

Total Spread Duration
GDO   — 5.99 years
Benchmark   — 6.29 years

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the     % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

ABS   — Asset-Backed Securities
Benchmark   — Bloomberg Barclays Global Aggregate Corporate Index
EM   — Emerging Markets
GDO   — Western Asset Global Corporate Defined Opportunity Fund Inc.
HY   — High Yield
IG Credit   — Investment Grade Credit
MBS   — Mortgage-Backed Securities

 

8    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Effective duration (unaudited)

 

Interest rate exposure — October 31, 2018

 

LOGO

 

Total Effective Duration
GDO   — 6.00 years
Benchmark   — 6.29 years

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 

ABS   — Asset-Backed Securities
Benchmark   — Bloomberg Barclays Global Aggregate Corporate Index
EM   — Emerging Markets
GDO   — Western Asset Global Corporate Defined Opportunity Fund Inc.
HY   — High Yield
IG Credit   — Investment Grade Credit
MBS   — Mortgage-Backed Securities

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   9


Schedule of investments

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
     Value  
Corporate Bonds & Notes — 111.5%                                         
Communication Services — 19.4%                                         

Diversified Telecommunication Services — 4.9%

                                        

Cogent Communications Group Inc., Senior Secured Notes

            5.375%       3/1/22       565,000      $ 571,356  (a)   

Ooredoo International Finance Ltd., Senior Notes

            4.750%       2/16/21       650,000        664,625  (a)   

Qwest Corp., Senior Notes

            6.750%       12/1/21       2,500,000        2,615,471  

Telecom Italia Capital SA

            6.000%       9/30/34       420,000        381,150  

Telefonica Emisiones SAU, Senior Notes

            5.134%       4/27/20       2,000,000        2,048,311  

Telefonica Emisiones SAU, Senior Notes

            7.045%       6/20/36       2,000,000        2,333,359  

UPCB Finance IV Ltd., Senior Secured Notes

            5.375%       1/15/25       805,000        785,278  (a)   

Verizon Communications Inc., Senior Notes

            5.150%       9/15/23       1,200,000        1,274,654  

Windstream Services LLC/Windstream Finance Corp., Senior Notes

            10.500%       6/30/24       2,450,000        1,996,750  (a)   

Total Diversified Telecommunication Services

                                     12,670,954  

Media — 10.8%

                                        

Altice France SA, Senior Secured Notes

            6.250%       5/15/24       240,000        231,000  (a)   

Altice France SA, Senior Secured Notes

            7.375%       5/1/26       1,210,000        1,162,737  (a)   

Altice France SA, Senior Secured Notes

            8.125%       2/1/27       3,313,000        3,288,153  (a)   

Altice Luxembourg SA, Senior Notes

            7.750%       5/15/22       2,820,000        2,636,700  (a)   

CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes

            5.125%       5/1/27       100,000        94,375  (a)   

CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes

            5.000%       2/1/28       1,720,000        1,607,125  (a)   

Charter Communications Operating LLC/Charter Communications Operating Capital Corp., Senior Secured Notes

            6.384%       10/23/35       720,000        745,464  

Charter Communications Operating LLC/Charter Communications Operating Capital Corp., Senior Secured Notes

            6.484%       10/23/45       2,660,000        2,708,898  

Comcast Corp., Senior Notes

            5.700%       7/1/19       1,800,000        1,831,877  

Comcast Corp., Senior Notes

            3.700%       4/15/24       2,500,000        2,491,750  

DISH DBS Corp., Senior Notes

            5.875%       11/15/24       710,000        606,163  

DISH DBS Corp., Senior Notes

            7.750%       7/1/26       2,950,000        2,651,313  

Grupo Televisa SAB, Senior Notes

            6.625%       1/15/40       1,730,000        1,852,665  

Time Warner Cable LLC, Senior Secured Notes

            8.750%       2/14/19       1,500,000        1,523,261  

UBM PLC, Senior Notes

            5.750%       11/3/20       1,500,000        1,534,498  (a)   

UPC Holding BV, Senior Secured Notes

            5.500%       1/15/28       1,450,000        1,344,875  (a)   

Virgin Media Finance PLC, Senior Notes

            6.000%       10/15/24       1,160,000        1,138,598  (a)   

Virgin Media Secured Finance PLC, Senior Secured Notes

            5.250%       1/15/26       520,000        486,850  (a)   

 

See Notes to Financial Statements.

 

10    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Media — continued

                                       

Virgin Media Secured Finance PLC, Senior Secured Notes

            5.500%       8/15/26       200,000     $ 189,000  (a)   

Total Media

                                    28,125,302  

Wireless Telecommunication Services — 3.7%

                                       

America Movil SAB de CV, Senior Notes

            6.125%       3/30/40       650,000       745,668  

CSC Holdings LLC, Senior Notes

            6.625%       10/15/25       760,000       798,000  (a)   

CSC Holdings LLC, Senior Notes

            10.875%       10/15/25       1,143,000       1,321,594  (a)   

Sprint Capital Corp., Senior Notes

            8.750%       3/15/32       90,000       98,550  

Sprint Communications Inc., Senior Notes

            11.500%       11/15/21       1,000,000       1,177,500  

Sprint Corp., Senior Notes

            7.875%       9/15/23       3,410,000       3,648,700  

Sprint Spectrum Co. LLC/Sprint Spectrum Co. II LLC/Sprint Spectrum Co. III LLC, Senior Secured Notes

            3.360%       9/20/21       577,500       573,169  (a)   

Vodafone Group PLC, Senior Notes

            4.375%       5/30/28       1,330,000       1,283,892  

Total Wireless Telecommunication Services

                                    9,647,073  

Total Communication Services

                                    50,443,329  
Consumer Discretionary — 6.9%                                        

Auto Components — 1.0%

                                       

Adient Global Holdings Ltd., Senior Notes

            4.875%       8/15/26       270,000       232,875  (a)   

IHO Verwaltungs GmbH, Senior Secured Notes (4.750% Cash or 5.500% PIK)

            4.750%       9/15/26       420,000       379,050  (a)(b)   

JB Poindexter & Co. Inc., Senior Notes

            7.125%       4/15/26       870,000       900,450  (a)   

ZF North America Capital Inc., Senior Notes

            4.750%       4/29/25       1,050,000       1,017,079  (a)  

Total Auto Components

                                    2,529,454  

Automobiles — 0.3%

                                       

General Motors Co., Senior Notes

            6.600%       4/1/36       720,000       738,690  

Diversified Consumer Services — 0.4%

                                       

Carriage Services Inc., Senior Notes

            6.625%       6/1/26       870,000       876,525  (a)   

Co-operative Group Holdings 2011 Ltd., Senior Notes

            6.875%       7/8/20       100,000  GBP       135,630  (c)   

Total Diversified Consumer Services

                                    1,012,155  

Food Products — 0.3%

                                       

Boparan Finance PLC, Senior Secured Notes

            5.500%       7/15/21       650,000  GBP       732,476  (c)  

Hotels, Restaurants & Leisure — 3.6%

                                       

1011778 BC ULC/New Red Finance Inc., Senior Secured Notes

            4.250%       5/15/24       1,210,000       1,140,425  (a)   

Brinker International Inc., Senior Notes

            5.000%       10/1/24       1,490,000       1,408,050  (a)   

Hilton Domestic Operating Co. Inc., Senior Notes

            5.125%       5/1/26       2,220,000       2,175,600  (a)   

Marston’s Issuer PLC, Secured Bonds (5.641% to 7/15/19 then 3 mo. GBP LIBOR + 2.550%)

            5.641%       7/15/35       1,768,000  GBP       1,970,878  (c)(d)  

Mitchells & Butlers Finance PLC, Secured Notes

            5.965%       12/15/23       247,180  GBP       342,738  (c)   

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   11


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Hotels, Restaurants & Leisure — continued

                                       

Silversea Cruise Finance Ltd., Senior Secured Notes

            7.250%       2/1/25       423,000     $ 457,902  (a)   

Viking Cruises Ltd., Senior Notes

            5.875%       9/15/27       1,040,000       988,000  (a)   

VOC Escrow Ltd., Senior Secured Notes

            5.000%       2/15/28       1,000,000       945,000  (a)   

Total Hotels, Restaurants & Leisure

                                    9,428,593  

Household Durables — 0.3%

                                       

TopBuild Corp., Senior Notes

            5.625%       5/1/26       810,000       773,550  (a)   

Specialty Retail — 0.6%

                                       

Hertz Corp., Senior Notes

            5.875%       10/15/20       760,000       747,650  

Party City Holdings Inc., Senior Notes

            6.625%       8/1/26       900,000       877,500  (a)   

Total Specialty Retail

                                    1,625,150  

Textiles, Apparel & Luxury Goods — 0.4%

                                       

Hanesbrands Inc., Senior Notes

            4.625%       5/15/24       60,000       57,750  (a)   

Hanesbrands Inc., Senior Notes

            4.875%       5/15/26       930,000       885,825  (a)   

Total Textiles, Apparel & Luxury Goods

                                    943,575  

Total Consumer Discretionary

                                    17,783,643  
Consumer Staples — 4.3%                                        

Beverages — 1.0%

                                       

Anheuser-Busch InBev Finance Inc., Senior Notes

            4.700%       2/1/36       940,000       897,805  

Anheuser-Busch InBev Worldwide Inc., Senior Notes

            4.000%       4/13/28       1,750,000       1,685,125  

Total Beverages

                                    2,582,930  

Food & Staples Retailing — 0.7%

                                       

Tesco PLC, Senior Notes

            6.125%       2/24/22       1,200,000  GBP       1,733,359  

Food Products — 0.8%

                                       

Kraft Heinz Foods Co., Senior Notes

            3.950%       7/15/25       740,000       716,526  

Pilgrim’s Pride Corp., Senior Notes

            5.875%       9/30/27       1,500,000       1,365,000  (a)  

Total Food Products

                                    2,081,526  

Tobacco — 1.8%

                                       

BAT International Finance PLC, Senior Notes

            4.875%       2/24/21       1,450,000  EUR       1,820,185  (c)  

Reynolds American Inc., Senior Notes

            8.125%       6/23/19       2,305,000       2,376,605  

Reynolds American Inc., Senior Notes

            5.850%       8/15/45       540,000       556,519  

Total Tobacco

                                    4,753,309  

Total Consumer Staples

                                    11,151,124  
Energy — 19.0%                                        

Oil, Gas & Consumable Fuels — 19.0%

                                       

Anadarko Petroleum Corp., Senior Notes

            6.450%       9/15/36       870,000       944,758  

Andeavor Logistics LP/Tesoro Logistics Finance Corp., Senior Notes

            6.375%       5/1/24       340,000       360,230  

 

See Notes to Financial Statements.

 

12    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
     Value  

Oil, Gas & Consumable Fuels — continued

                                        

Blue Racer Midstream LLC/Blue Racer Finance Corp., Senior Notes

            6.625%       7/15/26       490,000      $ 499,800  (a)  

Chesapeake Energy Corp., Senior Notes

            6.875%       11/15/20       470,000        493,500  

Chesapeake Energy Corp., Senior Notes

            5.375%       6/15/21       560,000        557,200  

Chesapeake Energy Corp., Senior Notes

            8.000%       1/15/25       90,000        91,350  

Continental Resources Inc., Senior Notes

            4.500%       4/15/23       1,500,000        1,504,080  

Continental Resources Inc., Senior Notes

            3.800%       6/1/24       500,000        483,545  

Dolphin Energy Ltd. LLC, Senior Secured Bonds

            5.888%       6/15/19       352,600        356,616  (c)   

Ecopetrol SA, Senior Notes

            7.625%       7/23/19       1,650,000        1,701,975  

Ecopetrol SA, Senior Notes

            4.125%       1/16/25       500,000        478,125  

Ecopetrol SA, Senior Notes

            5.875%       5/28/45       3,000,000        2,870,250  

Enterprise Products Operating LLC

            6.500%       1/31/19       1,290,000        1,300,467  

Genesis Energy LP/Genesis Energy Finance Corp., Senior Notes

            5.625%       6/15/24       940,000        855,400  

Genesis Energy LP/Genesis Energy Finance Corp., Senior Notes

            6.500%       10/1/25       270,000        250,425  

Genesis Energy LP/Genesis Energy Finance Corp., Senior Notes

            6.250%       5/15/26       360,000        325,800  

KazMunayGas National Co. JSC, Senior Notes

            4.750%       4/19/27       2,130,000        2,090,039  (a)  

Lukoil International Finance BV, Senior Notes

            6.656%       6/7/22       1,110,000        1,181,145  (c)  

Lukoil International Finance BV, Senior Notes

            4.750%       11/2/26       2,200,000        2,163,674  (a)  

MEG Energy Corp., Senior Notes

            7.000%       3/31/24       1,250,000        1,231,250  (a)  

MEG Energy Corp., Senior Notes

            6.500%       1/15/25       650,000        674,375  (a)  

NGPL PipeCo LLC, Senior Notes

            7.768%       12/15/37       800,000        940,000  (a)  

Oasis Petroleum Inc., Senior Notes

            6.500%       11/1/21       910,000        919,100  

Oasis Petroleum Inc., Senior Notes

            6.875%       1/15/23       150,000        151,500  

Oasis Petroleum Inc., Senior Notes

            6.250%       5/1/26       320,000        314,800  (a)  

Occidental Petroleum Corp., Senior Notes

            4.625%       6/15/45       700,000        702,680  

Petrobras Global Finance BV, Senior Notes

            5.999%       1/27/28       2,490,000        2,367,990  

Petrobras Global Finance BV, Senior Notes

            5.750%       2/1/29       2,800,000        2,590,980  

Petrobras Global Finance BV, Senior Notes

            6.750%       1/27/41       160,000        150,900  

Petroleos Mexicanos, Senior Notes

            6.500%       3/13/27       700,000        679,350  

Petronas Capital Ltd., Senior Notes

            5.250%       8/12/19       410,000        416,947  (a)  

Petronas Capital Ltd., Senior Notes

            5.250%       8/12/19       930,000        945,757  (c)  

Range Resources Corp., Senior Notes

            4.875%       5/15/25       1,320,000        1,227,600  

Ras Laffan Liquefied Natural Gas Co. Ltd. 3, Senior Secured Bonds

            6.750%       9/30/19       2,280,000        2,342,490  (c)  

Rockies Express Pipeline LLC, Senior Notes

            7.500%       7/15/38       330,000        379,500  (a)  

Sabine Pass Liquefaction LLC, Senior Secured Notes

            5.750%       5/15/24       540,000        572,531  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   13


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                                       

Sabine Pass Liquefaction LLC, Senior Secured Notes

            5.000%       3/15/27       1,940,000     $ 1,950,291  

Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes

            5.875%       4/15/26       650,000       656,500  (a)  

Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes

            5.375%       2/1/27       600,000       586,500  

Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes

            5.000%       1/15/28       1,245,000       1,184,306  

Transcontinental Gas Pipe Line Co., LLC, Senior Notes

            7.850%       2/1/26       1,000,000       1,202,019  

Transportadora de Gas del Peru SA, Senior Notes

            4.250%       4/30/28       3,750,000       3,651,562  (a)  

Transportadora de Gas del Sur SA, Senior Notes

            6.750%       5/2/25       1,770,000       1,668,243  (a)  

Whiting Petroleum Corp., Senior Notes

            6.250%       4/1/23       190,000       192,850  

Williams Cos. Inc., Senior Notes

            5.250%       3/15/20       610,000       623,796  

Williams Cos. Inc., Senior Notes

            3.700%       1/15/23       650,000       638,751  

Williams Cos. Inc., Senior Notes

            4.550%       6/24/24       540,000       544,475  

Williams Cos. Inc., Senior Notes

            7.500%       1/15/31       340,000       403,620  

Williams Cos. Inc., Senior Notes

            5.750%       6/24/44       450,000       453,093  

WPX Energy Inc., Senior Notes

            8.250%       8/1/23       400,000       451,500  

YPF SA, Senior Notes

            6.950%       7/21/27       120,000       101,874  (a)   

Total Energy

                                    49,425,509  
Financials — 30.4%                                        

Banks — 21.4%

                                       

Australia & New Zeland Banking Group Ltd., Subordinated Notes

            7.625%       5/6/19       1,250,000       1,281,002  (c)  

Australia & New Zeland Banking Group Ltd., Subordinated Notes

            5.125%       9/10/19       1,250,000  EUR       1,477,204  (c)  

Banco del Estado de Chile, Senior Notes

            4.125%       10/7/20       1,540,000       1,556,330  (a)  

Bank of America Corp., Junior Subordinated Notes (5.875% to 3/15/28 then 3 mo. USD LIBOR + 2.931%)

            5.875%       3/15/28       550,000       534,187  (d)(e)  

Bank of America Corp., Junior Subordinated Notes (6.500% to 10/23/24 then 3 mo. USD LIBOR + 4.174%)

            6.500%       10/23/24       170,000       180,489  (d)(e)  

Bank of America Corp., Senior Notes

            3.500%       4/19/26       1,250,000       1,190,173  

Bank of America Corp., Subordinated Notes

            4.250%       10/22/26       2,500,000       2,432,470  

Barclays Bank PLC, Subordinated Notes

            7.625%       11/21/22       5,530,000       5,913,644  

Barclays PLC, Junior Subordinated Notes (8.250% to 12/15/18 then USD 5 year Swap Rate + 6.705%)

            8.250%       12/15/18       240,000       241,415  (d)(e)  

Barclays PLC, Subordinated Notes

            5.200%       5/12/26       1,500,000       1,458,229  

BNP Paribas SA, Junior Subordinated Notes (7.375% to 8/19/25 then USD 5 year Swap Rate + 5.150%)

            7.375%       8/19/25       1,620,000       1,666,575  (a)(d)(e)  

CIT Group Inc., Senior Notes

            4.125%       3/9/21       390,000       390,000  

CIT Group Inc., Senior Notes

            5.000%       8/15/22       110,000       110,688  

 

See Notes to Financial Statements.

 

14    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                                       

CIT Group Inc., Senior Notes

            5.000%       8/1/23       370,000     $ 371,850  

Citigroup Inc., Senior Notes

            7.375%       9/4/19       1,300,000  EUR       1,566,206  

Citigroup Inc., Subordinated Notes

            4.450%       9/29/27       2,000,000       1,948,399  

Citigroup Inc., Subordinated Notes

            4.125%       7/25/28       1,000,000       949,284  

Commonwealth Bank of Australia, Subordinated Notes

            5.500%       8/6/19       1,200,000  EUR       1,415,178  

Cooperatieve Rabobank U.A., Senior Notes

            4.375%       8/4/25       500,000       489,559  

Credit Agricole SA, Junior Subordinated Notes (7.875% to 10/26/19 then 3 mo. Euribor + 6.424%)

            7.875%       10/26/19       400,000  EUR       486,750  (c)(d)(e)  

Credit Agricole SA, Junior Subordinated Notes (8.125% to 12/23/25 then USD 5 year Swap Rate + 6.185%)

            8.125%       12/23/25       560,000       602,052  (a)(d)(e)  

Credit Agricole SA, Junior Subordinated Notes (8.375% to 10/13/19 then 3 mo. USD LIBOR + 6.982%)

            8.375%       10/13/19       710,000       738,400  (a)(d)(e)  

HSBC Holdings PLC, Junior Subordinated Notes (6.375% to 3/30/25 then USD 5 year ICE Swap Rate + 4.368%)

            6.375%       3/30/25       2,070,000       2,015,662  (d)(e)  

Intesa Sanpaolo SpA, Junior Subordinated Notes (8.375% to 10/14/19 then 3 mo. Euribor + 6.871%)

            8.375%       10/14/19       450,000  EUR       537,832  (c)(d)(e)  

Intesa Sanpaolo SpA, Subordinated Notes

            5.017%       6/26/24       1,270,000       1,120,970  (a)  

Intesa Sanpaolo SpA, Subordinated Notes

            5.710%       1/15/26       4,190,000       3,725,145  (a)  

JPMorgan Chase & Co., Junior Subordinated Notes (6.000% to 8/1/23 then 3 mo. USD LIBOR + 3.300%)

            6.000%       8/1/23       5,370,000       5,410,275  (d)(e)  

JPMorgan Chase & Co., Junior Subordinated Notes (6.100% to 10/1/24 then 3 mo. USD LIBOR + 3.330%)

            6.100%       10/1/24       250,000       254,450  (d)(e)  

Lloyds Banking Group PLC, Subordinated Notes

            4.650%       3/24/26       1,200,000       1,163,117  

National Capital Trust I, Junior Subordinated Bonds (5.620% to 12/17/18 then 5 year UK Gilt + 1.930%)

            5.620%       12/17/18       266,000  GBP       341,790  (c)(d)(e)  

Royal Bank of Canada

            2.333%       12/5/23       1,800,000  CAD       1,309,832  

Royal Bank of Scotland Group PLC, Junior Subordinated Notes (8.625% to 8/15/21 then USD 5 year Swap Rate + 7.598%)

            8.625%       8/15/21       510,000       537,412  (d)(e)  

Royal Bank of Scotland Group PLC, Subordinated Notes

            6.000%       12/19/23       1,000,000       1,028,666  

Santander UK Group Holdings PLC, Junior Subordinated Bonds, (7.375% to 6/24/22 then GBP 5 year Swap Rate + 5.543%)

            7.375%       6/24/22       650,000  GBP       865,358  (c)(d)(e)  

Santander UK PLC, Subordinated Notes

            5.000%       11/7/23       1,120,000       1,124,284  (a)  

Toronto-Dominion Bank

            3.226%       7/24/24       900,000  CAD       681,264  

UBS Group Funding Switzerland AG, Senior Notes

            4.253%       3/23/28       1,830,000       1,795,828  (a)  

Wachovia Capital Trust III, Junior Subordinated Bonds (the greater of 3 mo. USD LIBOR + 0.930% or 5.570%)

            5.570%       12/6/18       3,660,000       3,573,075  (d)(e)  

Wells Fargo & Co., Junior Subordinated Notes (5.875% to 6/15/25 then 3 mo. USD LIBOR + 3.990%)

            5.875%       6/15/25       110,000       113,437  (d)(e)  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   15


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                                       

Wells Fargo & Co., Junior Subordinated Notes (5.900% to 6/15/24 then 3 mo. USD LIBOR + 3.110%)

            5.900%       6/15/24       2,910,000     $ 2,935,462  (d)(e)  

Total Banks

                                    55,533,943  

Capital Markets — 3.3%

                                       

Credit Suisse Group Funding Guernsey Ltd., Senior Notes

            4.875%       5/15/45       470,000       459,963  

Goldman Sachs Group Inc., Senior Notes

            3.500%       11/16/26       2,750,000       2,571,590  

Goldman Sachs Group Inc., Subordinated Notes

            4.750%       10/12/21       2,700,000  EUR       3,424,592  

Goldman Sachs Group Inc., Subordinated Notes

            5.500%       10/12/21       600,000  GBP       841,665  

Goldman Sachs Group Inc., Subordinated Notes

            5.150%       5/22/45       1,480,000       1,452,301  

Total Capital Markets

                                    8,750,111  

Consumer Finance — 0.5%

                                       

FirstCash Inc., Senior Notes

            5.375%       6/1/24       320,000       316,800  (a)   

Navient Corp., Medium-Term Notes, Senior Notes

            8.000%       3/25/20       930,000       973,012  

Total Consumer Finance

                                    1,289,812  

Diversified Financial Services — 2.2%

                                       

AerCap Ireland Capital DAC/AerCap Global Aviation Trust, Senior Notes

            4.625%       7/1/22       380,000       385,247  

DAE Funding LLC, Senior Notes

            5.000%       8/1/24       625,000       610,937  (a)  

Garfunkelux Holdco 3 SA, Senior Secured Notes

            7.500%       8/1/22       450,000  EUR       497,915  (c)  

International Lease Finance Corp., Senior Notes

            6.250%       5/15/19       1,260,000       1,280,265  

International Lease Finance Corp., Senior Notes

            5.875%       8/15/22       330,000       347,812  

Nationwide Building Society, Junior Subordinated Notes (6.875% to 6/20/19 then GBP 5 year Swap Rate + 4.880%)

            6.875%       6/20/19       580,000  GBP       754,221  (c)(d)(e)  

Park Aerospace Holdings Ltd., Senior Notes

            5.500%       2/15/24       600,000       595,650  (a)  

Travelport Corporate Finance PLC, Senior Secured Notes

            6.000%       3/15/26       1,190,000       1,195,950  (a)  

Total Diversified Financial Services

                                    5,667,997  

Insurance — 3.0%

                                       

AXA SA, Junior Subordinated Notes (6.463% to 12/14/18 then 3 mo. USD LIBOR + 1.449%)

            6.463%       12/14/18       2,000,000       2,005,000  (a)(d)(e)  

BUPA Finance PLC, Subordinated Bonds

            5.000%       4/25/23       910,000  GBP       1,257,996  (c)  

Farmers Insurance Exchange, Subordinated Notes

            8.625%       5/1/24       1,295,000       1,545,224  (a)  

MetLife Capital Trust IV, Junior Subordinated Notes

            7.875%       12/15/37       300,000       364,500  (a)  

Scottish Widows Ltd., Subordinated Notes

            5.500%       6/16/23       910,000  GBP       1,274,810  (c)  

Travelers Cos Inc., Senior Notes

            5.350%       11/1/40       1,150,000       1,279,950  

Total Insurance

                                    7,727,480  

Total Financials

                                    78,969,343  

 

See Notes to Financial Statements.

 

16    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  
Health Care — 6.6%                                        

Biotechnology — 1.1%

                                       

AbbVie, Inc., Senior Notes

            3.200%       5/14/26       1,000,000     $ 916,729  

Celgene Corp., Senior Notes

            3.900%       2/20/28       1,250,000       1,175,806  

Celgene Corp., Senior Notes

            4.625%       5/15/44       750,000       675,530  

Total Biotechnology

                                    2,768,065  

Health Care Providers & Services — 2.4%

                                       

Centene Corp., Senior Notes

            5.625%       2/15/21       480,000       488,400  

Centene Corp., Senior Notes

            6.125%       2/15/24       370,000       387,575  

Centene Corp., Senior Notes

            4.750%       1/15/25       1,140,000       1,128,839  

CVS Health Corp., Senior Notes

            4.100%       3/25/25       1,000,000       989,284  

DaVita Inc., Senior Notes

            5.000%       5/1/25       290,000       275,138  

HCA Inc., Senior Secured Notes

            5.250%       6/15/26       470,000       479,400  

HCA Inc., Senior Secured Notes

            4.500%       2/15/27       1,000,000       973,750  

RegionalCare Hospital Partners Holdings Inc., Senior Secured Notes

            8.250%       5/1/23       600,000       636,750  (a)   

UnitedHealth Group Inc., Senior Notes

            3.750%       7/15/25       750,000       743,239  

Total Health Care Providers & Services

                                    6,102,375  

Pharmaceuticals — 3.1%

                                       

Allergan Funding SCS, Senior Notes

            3.800%       3/15/25       750,000       723,700  

Bausch Health Cos. Inc., Senior Notes

            5.875%       5/15/23       210,000       201,075  (a)   

Bausch Health Cos. Inc., Senior Notes

            6.125%       4/15/25       1,390,000       1,281,858  (a)  

Teva Pharmaceutical Finance Co. BV, Senior Notes

            3.650%       11/10/21       110,000       105,450  

Teva Pharmaceutical Finance IV BV, Senior Notes

            3.650%       11/10/21       500,000       479,318  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

            2.200%       7/21/21       5,750,000       5,365,928  

Total Pharmaceuticals

                                    8,157,329  

Total Health Care

                                    17,027,769  
Industrials — 7.3%                                        

Aerospace & Defense — 0.3%

                                       

BBA US Holdings Inc., Senior Notes

            5.375%       5/1/26       770,000       763,262  (a)  

Airlines — 0.5%

                                       

Manchester Airport Group Funding PLC, Senior Secured Notes

            4.125%       4/2/24       860,000  GBP       1,215,992  (c)   

Building Products — 2.0%

                                       

GTL Trade Finance Inc., Senior Notes

            7.250%       4/16/44       1,220,000       1,274,912  (a)  

Standard Industries Inc., Senior Notes

            5.000%       2/15/27       805,000       736,575  (a)   

Standard Industries Inc., Senior Notes

            4.750%       1/15/28       3,600,000       3,231,000  (a)  

Total Building Products

                                    5,242,487  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   17


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Commercial Services & Supplies — 0.9%

                                       

Republic Services Inc., Senior Notes

            5.250%       11/15/21       1,450,000     $ 1,523,239  

United Rentals North America Inc., Senior Notes

            5.500%       7/15/25       310,000       303,219  

United Rentals North America Inc., Senior Notes

            6.500%       12/15/26       300,000       304,047  

United Rentals North America Inc., Senior Notes

            5.500%       5/15/27       145,000       137,931  

United Rentals North America Inc., Senior Notes

            4.875%       1/15/28       120,000       108,414  

Total Commercial Services & Supplies

                                    2,376,850  

Construction & Engineering — 0.3%

                                       

Brundage-Bone Concrete Pumping Inc., Senior Secured Notes

            10.375%       9/1/23       720,000       779,400  (a)  

Electrical Equipment — 0.1%

                                       

Resideo Funding, Inc., Senior Notes

            6.125%       11/1/26       200,000       201,546  (a)  

Industrial Conglomerates — 0.6%

                                       

General Electric Co., Senior Notes

            6.875%       1/10/39       1,250,000       1,437,648  

Machinery — 1.0%

                                       

Allison Transmission Inc., Senior Notes

            4.750%       10/1/27       2,720,000       2,505,800  (a)  

Road & Rail — 0.4%

                                       

Eversholt Funding PLC, Senior Secured Notes

            6.359%       12/2/25       740,000  GBP       1,151,258  (c)  

Trading Companies & Distributors — 1.2%

                                       

Ashtead Capital Inc., Secured Notes

            4.125%       8/15/25       2,020,000       1,883,650  (a)  

Ashtead Capital Inc., Secured Notes

            4.375%       8/15/27       875,000       806,925  (a)   

Beacon Roofing Supply Inc., Senior Notes

            4.875%       11/1/25       605,000       545,256  (a)   

Total Trading Companies & Distributors

                                    3,235,831  

Total Industrials

                                    18,910,074  
Information Technology — 3.0%                                        

Semiconductors & Semiconductor Equipment — 0.3%

                                       

Broadcom Corp./Broadcom Cayman Finance Ltd., Senior Notes

            3.125%       1/15/25       1,000,000       915,938  

Software — 0.7%

                                       

CDK Global Inc., Senior Notes

            5.875%       6/15/26       980,000       988,575  

j2 Cloud Services LLC/j2 Global Co-Obligor Inc., Senior Notes

            6.000%       7/15/25       820,000       814,875  (a)   

Total Software

                                    1,803,450  

Technology Hardware, Storage & Peripherals — 2.0%

                                       

HP Inc., Senior Notes

            4.650%       12/9/21       2,000,000       2,055,849  

Seagate HDD Cayman, Senior Notes

            4.750%       1/1/25       2,330,000       2,121,963  

Seagate HDD Cayman, Senior Notes

            4.875%       6/1/27       520,000       460,375  

Western Digital Corp., Senior Notes

            4.750%       2/15/26       580,000       536,500  

Total Technology Hardware, Storage & Peripherals

                                    5,174,687  

Total Information Technology

                                    7,894,075  

 

See Notes to Financial Statements.

 

18    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  
Materials — 9.0%                                        

Chemicals — 0.8%

                                       

Braskem Netherlands Finance BV, Senior Notes

            3.500%       1/10/23       820,000     $ 776,704  (c)   

OCP SA, Senior Notes

            5.625%       4/25/24       800,000       817,646  (a)   

Valvoline Inc., Senior Notes

            4.375%       8/15/25       700,000       646,625  

Total Chemicals

                                    2,240,975  

Construction Materials — 0.3%

                                       

HeidelbergCement Finance Luxembourg SA, Senior Notes

            8.500%       10/31/19       610,000  EUR       749,207  (c)   

Containers & Packaging — 0.8%

                                       

ARD Securities Finance SARL, Senior Secured Notes (8.750% PIK)

            8.750%       1/31/23       836,555       807,275  (a)(b)  

Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes

            6.000%       2/15/25       200,000       188,000  (a)   

Suzano Trading Ltd., Senior Notes

            5.875%       1/23/21       970,000       1,007,355  (a)  

Total Containers & Packaging

                                    2,002,630  

Metals & Mining — 6.0%

                                       

Alcoa Nederland Holding BV, Senior Notes

            6.750%       9/30/24       380,000       400,900  (a)   

Alcoa Nederland Holding BV, Senior Notes

            7.000%       9/30/26       910,000       964,600  (a)   

Alcoa Nederland Holding BV, Senior Notes

            6.125%       5/15/28       1,120,000       1,120,000  (a)  

ArcelorMittal, Senior Notes

            7.000%       10/15/39       750,000       832,319  

BHP Billiton Finance USA Ltd., Senior Notes (6.750% to 10/20/25 then USD 5 year Swap Rate + 5.093%)

            6.750%       10/19/75       1,500,000       1,627,500  (a)(d)  

Freeport-McMoRan Inc., Senior Notes

            6.875%       2/15/23       1,790,000       1,881,290  

Freeport-McMoRan Inc., Senior Notes

            4.550%       11/14/24       400,000       372,000  

Freeport-McMoRan Inc., Senior Notes

            5.400%       11/14/34       1,000,000       880,000  

Hudbay Minerals Inc., Senior Notes

            7.625%       1/15/25       370,000       373,700  (a)   

Southern Copper Corp., Senior Notes

            5.250%       11/8/42       1,850,000       1,807,704  

Teck Resources Ltd., Senior Notes

            8.500%       6/1/24       580,000       630,750  (a)   

Teck Resources Ltd., Senior Notes

            6.250%       7/15/41       600,000       601,500  

Vale Overseas Ltd., Senior Notes

            4.375%       1/11/22       2,816,000       2,839,908  

Vale Overseas Ltd., Senior Notes

            6.875%       11/21/36       340,000       379,198  

Vale Overseas Ltd., Senior Notes

            6.875%       11/10/39       750,000       844,875  

Total Metals & Mining

                                    15,556,244  

Paper & Forest Products — 1.1%

                                       

Celulosa Arauco y Constitucion, SA, Senior Notes

            7.250%       7/29/19       1,220,000       1,254,258  

Fibria Overseas Finance Ltd., Senior Notes

            5.250%       5/12/24       260,000       264,875  

Schweitzer-Mauduit International Inc., Senior Notes

            6.875%       10/1/26       920,000       933,800  (a)   

Suzano Austria GmbH, Senior Notes

            5.750%       7/14/26       400,000       408,600  (a)   

Total Paper & Forest Products

                                    2,861,533  

Total Materials

                                    23,410,589  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   19


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  
Real Estate — 1.5%                                        

Equity Real Estate Investment Trusts (REITs) — 1.3%

                                       

CoreCivic Inc., Senior Notes

            4.625%       5/1/23       670,000     $ 633,988  

MPT Operating Partnership LP/MPT Finance Corp., Senior Notes

            6.375%       3/1/24       440,000       457,600  

MPT Operating Partnership LP/MPT Finance Corp., Senior Notes

            5.000%       10/15/27       2,510,000       2,364,922  

Total Equity Real Estate Investment Trusts (REITs)

 

                    3,456,510  

Real Estate Management & Development — 0.2%

 

                       

WeWork Cos. Inc., Senior Notes

            7.875%       5/1/25       570,000       525,825  (a)   

Total Real Estate

                                    3,982,335  
Utilities — 4.1%                                        

Electric Utilities — 2.3%

                                       

Enel SpA, Junior Subordinated Bonds (7.750% to 9/10/20 then GBP 5 year Swap Rate + 5.662%)

            7.750%       9/10/75       1,740,000  GBP       2,391,856  (c)(d)  

FirstEnergy Corp., Senior Notes

            7.375%       11/15/31       1,930,000       2,443,843  

Pampa Energia SA, Senior Notes

            7.375%       7/21/23       1,140,000       1,058,718  (c)   

Total Electric Utilities

                                    5,894,417  

Gas Utilities — 0.3%

                                       

Suburban Propane Partners LP /Suburban Energy Finance Corp., Senior Notes

            5.750%       3/1/25       860,000       808,400  

Independent Power and Renewable Electricity Producers — 0.5%

 

       

Minejesa Capital BV, Senior Secured Notes

            4.625%       8/10/30       1,350,000       1,194,669  (a)   

Multi-Utilities — 1.0%

                                       

Empresas Publicas de Medellin ESP, Senior Notes

            7.625%       7/29/19       1,210,000       1,244,788  (a)   

Veolia Environment SA, Senior Notes

            6.750%       4/24/19       1,200,000  EUR       1,404,269  

Total Multi-Utilities

                                    2,649,057  

Total Utilities

                                    10,546,543  

Total Corporate Bonds & Notes (Cost — $286,385,930)

 

                    289,544,333  
Senior Loans — 12.6%                                        
Communication Services — 1.8%                                        

Media — 1.8%

                                       

Charter Communications Operating LLC, Term Loan B (1 mo. LIBOR + 2.000%)

            4.310%       4/30/25       2,386,945       2,389,928  (d)(f)(g)  

Lamar Media Corp., Term Loan B (1 mo. LIBOR + 1.750%)

            4.063%       3/14/25       2,198,950       2,206,279  (d)(f)(g)  

Total Communication Services

                                    4,596,207  

 

See Notes to Financial Statements.

 

20    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  
Consumer Discretionary — 5.8%                                        

Auto Components — 0.1%

                                       

American Axle & Manufacturing Inc., Term Loan B (3 mo. LIBOR + 2.250%)

            4.540-4.740%       4/6/24       244,668     $ 244,668  (d)(f)(g)  

Diversified Consumer Services — 0.4%

                                       

Weight Watchers International Inc., Initial Term Loan (3 mo. LIBOR + 4.750%)

            7.150%       11/29/24       1,106,875       1,115,628  (d)(f)(g)  

Hotels, Restaurants & Leisure — 3.4%

                                       

Aramark Services Inc., Term Loan B3 (1 mo. LIBOR + 1.750%)

            4.052%       3/11/25       3,487,313       3,493,852  (d)(f)(g)  

Hilton Worldwide Finance LLC, Term Loan B2 (1 mo. LIBOR + 1.750%)

            4.031%       10/25/23       1,904,319       1,908,021  (d)(f)(g)(h)  

Las Vegas Sands LLC, Term Loan B (1 mo. LIBOR + 1.750%)

            4.052%       3/27/25       1,739,380       1,735,525  (d)(f)(g)  

Wyndham Hotels & Resorts Inc., Term Loan B (1 mo. LIBOR + 1.750%)

            4.052%       5/30/25       1,660,000       1,661,453  (d)(f)(g)  

Total Hotels, Restaurants & Leisure

                                    8,798,851  

Specialty Retail — 1.9%

                                       

PetSmart Inc., Term Loan B2 (1 mo. LIBOR + 3.000%)

            5.280%       3/11/22       3,860,422       3,283,772  (d)(f)(g)  

Sally Holdings LLC, New Term Loan B1 (1 mo. LIBOR + 2.250%)

            4.560%       7/5/24       1,594,798       1,584,830  (d)(f)(g)(i)  

Total Specialty Retail

                                    4,868,602  

Total Consumer Discretionary

                                    15,027,749  
Health Care — 0.3%                                        

Health Care Providers & Services — 0.3%

                                       

DaVita Healthcare Partner, Term Loan B (1 mo. LIBOR + 2.750%)

            5.052%       6/24/21       740,335       742,820  (d)(f)(g)   
Industrials — 2.5%                                        

Air Freight & Logistics — 1.7%

                                       

Avolon TLB Borrower 1 (US) LLC, Term Loan B3 (1 mo. LIBOR + 2.000%)

            4.280%       1/15/25       2,487,497       2,483,870  (d)(f)(g)  

Delos Finance SARL, 2018 Term Loan (3 mo. LIBOR + 1.750%)

            4.136%       10/6/23       2,000,000       2,005,358  (d)(f)(g)  

Total Air Freight & Logistics

                                    4,489,228  

Airlines — 0.6%

                                       

United Airlines Inc., Refinanced Term Loan (1 mo. LIBOR + 1.750%)

            4.052%       4/1/24       1,484,925       1,484,182  (d)(f)(g)  

Trading Companies & Distributors — 0.2%

                                       

Beacon Roofing Supply Inc., Initial Term Loan (1 mo. LIBOR + 2.250%)

            4.527%       1/2/25       696,500       691,339  (d)(f)(g)   

Total Industrials

                                    6,664,749  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   21


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  
Information Technology — 1.3%                                        

Software — 0.9%

                                       

Dell International LLC, Refinancing Term Loan A2 (1 mo. LIBOR + 1.750%)

            4.060%       9/7/21       2,344,551     $ 2,344,186  (d)(f)(g)  

Technology Hardware, Storage & Peripherals — 0.4%

 

                       

Western Digital Corp., New Term Loan B4 (1 mo. LIBOR + 1.750%)

            4.044%       4/29/23       995,000       990,522  (d)(f)(g)  

Total Information Technology

                                    3,334,708  
Materials — 0.9%                                        

Containers & Packaging — 0.9%

                                       

Berry Global Inc., Term Loan Q (1 mo. LIBOR + 2.000%)

            4.277%       10/1/22       1,408,801       1,409,901  (d)(f)(g)  

Reynolds Group Holdings Inc., Incremental U.S. Term Loan (1 mo. LIBOR + 2.750%)

            5.052%       2/5/23       992,424       994,517  (d)(f)(g)  

Total Materials

                                    2,404,418  

Total Senior Loans (Cost — $33,178,429)

                                    32,770,651  
Sovereign Bonds — 5.6%                                        

Argentina — 0.5%

                                       

Argentina POM Politica Monetaria, Bonds (Argentina Central Bank 7 Day Repo Reference Rate)

            67.546%       6/21/20       13,290,000  ARS       420,240  (d)   

Argentine Republic Government International Bond, Senior Notes

            5.875%       1/11/28       1,080,000       834,300  

Total Argentina

                                    1,254,540  

Brazil — 0.7%

                                       

Brazil Notas do Tesouro Nacional Serie F, Notes

            10.000%       1/1/23       6,200,000  BRL       1,711,125  

Indonesia — 2.1%

                                       

Indonesia Government International Bond, Senior Notes

            4.125%       1/15/25       600,000       577,629  (a)   

Indonesia Government International Bond, Senior Notes

            3.850%       7/18/27       1,400,000       1,294,530  (a)  

Indonesia Government International Bond, Senior Notes

            3.500%       1/11/28       3,960,000       3,571,508  

Total Indonesia

                                    5,443,667  

Mexico — 0.8%

                                       

Mexican Bonos, Bonds

            6.500%       6/9/22       13,100,000  MXN       602,723  

Mexico Government International Bond, Senior Notes

            3.750%       1/11/28       1,600,000       1,476,416  

Total Mexico

                                    2,079,139  

Peru — 0.1%

                                       

Peruvian Government Bond

            7.840%       8/12/20       1,249,000  PEN       405,541  

 

See Notes to Financial Statements.

 

22    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Rate     Maturity
Date
    Face
Amount†
    Value  

Russia — 0.9%

                                       

Russian Federal Bond — OFZ

            7.750%       9/16/26       76,980,000  RUB     $ 1,125,910  

Russian Federal Bond — OFZ

            7.050%       1/19/28       81,469,000  RUB       1,130,391  

Total Russia

                                    2,256,301  

United Kingdom — 0.5%

                                       

United Kingdom Treasury Gilt

            4.500%       3/7/19       1,019,000  GBP       1,319,548  (c)  

Total Sovereign Bonds (Cost — $15,271,070)

                                    14,469,861  
U.S. Government & Agency Obligations — 2.5%                                        

U.S. Government Obligations — 2.5%

                                       

U.S. Treasury Notes

            2.500%       3/31/23       500,000       490,205  (j)  

U.S. Treasury Notes

            2.750%       8/31/23       2,500,000       2,474,951  (j)  

U.S. Treasury Notes

            2.875%       9/30/23       1,000,000       994,902  

U.S. Treasury Notes

            2.125%       11/30/23       1,100,000       1,055,162  

U.S. Treasury Notes

            2.125%       3/31/24       1,500,000       1,434,024  

Total U.S. Government & Agency Obligations (Cost — $6,452,149)

 

            6,449,244  
Convertible Bonds & Notes — 0.9%                                        
Communication Services — 0.9%                                        

Interactive Media & Services — 0.2%

                                       

Twitter Inc., Senior Notes

            1.000%       9/15/21       540,000       504,325  

Media — 0.7%

                                       

DISH Network Corp., Senior Notes

            2.375%       3/15/24       2,190,000       1,845,684  

Total Convertible Bonds & Notes (Cost — $2,384,831)

 

                    2,350,009  
Collateralized Mortgage Obligations (k) — 0.4%                                        

HarborView Mortgage Loan Trust, 2004-10, 4A

            4.227%       1/19/35       95,639       95,049  (d)   

JPMorgan Mortgage Trust, 2005-A5 1A2

            4.257%       8/25/35       362,250       368,536  (d)  

RAMP Series Trust, 2003-SL1, M1

            7.303%       4/25/31       1,039,337       708,722  (d)  

Total Collateralized Mortgage Obligations (Cost — $1,322,787)

 

                    1,172,307  
                          Shares         
Preferred Stocks — 0.4%                                        
Financials — 0.4%                                        

Capital Markets — 0.4%

                                       

State Street Corp. (5.900% to 3/15/24 then 3 mo. USD LIBOR + 3.108%) (Cost — $937,278)

            5.900%               37,454       975,302  (d)  
                          Face
Amount†
        
Asset-Backed Securities — 0.1%                                        

Home Equity Asset Trust, 2004-8 M1 (1 mo. USD LIBOR + 0.870%) (Cost — $302,389)

            3.151%       3/25/35       327,422       330,260  (d)  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   23


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

 

Security‡          Expiration
Date
    Contracts     Notional
Amount†
     Value  
Purchased Options — 0.0%                                         
Exchange-Traded Purchased Options — 0.0%                                         

Euro Currency Futures, Call @ $1.16 (Cost — $44,500)

            12/7/18       28       3,500,000      $ 8,400  

Total Investments before Short-Term Investments (Cost — $346,279,363)

 

             348,070,367  
            Rate            Shares          
Short-Term Investments — 0.0%                                         

Dreyfus Government Cash Management, Institutional Shares (Cost — $107,256)

            2.057%               107,256        107,256  

Total Investments — 134.0% (Cost — $346,386,619)

 

                     348,177,623  

Liabilities in Excess of Other Assets — (34.0)%

 

                     (88,393,089

Total Net Assets — 100.0%

 

                   $ 259,784,534  

 

Face amount/notional amount denominated in U.S. dollars, unless otherwise noted.

 

Securities held by the Fund are subject to a lien, granted to the lender, to the extent of the borrowing outstanding and any additional expenses.

 

(a) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(b) 

Payment-in-kind security for which the issuer has the option at each interest payment date of making interest payments in cash or additional debt securities.

 

(c) 

Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(d) 

Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

(e) 

Security has no maturity date. The date shown represents the next call date.

 

(f) 

Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan.

 

(g) 

Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to the disposition of a senior loan.

 

(h) 

All or a portion of this loan is unfunded as of October 31, 2018. The interest rate for fully unfunded term loans is to be determined.

 

(i) 

Security is valued using significant unobservable inputs (Note 1).

 

(j) 

All or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements.

 

(k) 

Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators and may be subject to an upper and/or lower limit.

 

See Notes to Financial Statements.

 

24    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

 

Abbreviations used in this schedule:

ARS   — Argentine Peso
BRL   — Brazilian Real
CAD   — Canadian Dollar
EUR   — Euro
GBP   — British Pound
ICE   — Intercontinental Exchange
JSC   — Joint Stock Company
LIBOR   — London Interbank Offered Rate
MXN   — Mexican Peso
PEN   — Peruvian Nuevo Sol
PIK   Payment-In-Kind
RUB   — Russian Ruble

At October 31, 2018, the Fund had the following open reverse repurchase agreements:

 

Counterparty   Rate     Effective
Date
    Maturity
Date
  Face Amount
of Reverse
Repurchase
Agreements
    Asset Class of Collateral*     Collateral
Value
 
Deutsche Bank     2.450     10/17/2018     01/11/2019   $ 477,500       U.S. Government & Agency Obligations     $ 490,205  
Deutsche Bank     2.450     10/22/2018     01/11/2019     2,415,625       U.S. Government & Agency Obligations       2,474,951  
                        $ 2,893,125             $ 2,965,156  

 

*

Refer to the Schedule of Investments for positions held at the counterparty as collateral for reverse repurchase agreements.

 

Schedule of Written Options  
Exchange-Traded Written Options  
Security    Expiration
Date
     Strike
Price
     Contracts      Notional
Amount
     Value  
Euro Currency Futures, Put (Premiums received — $31,450)      12/7/18      $ 1.15        28      $ 3,500,000      $ 55,300  

At October 31, 2018, the Fund had the following open futures contracts:

 

      Number of
Contracts
     Expiration
Date
     Notional
Amount
     Market
Value
     Unrealized
Depreciation
 
Contracts to Buy:                                             
Canadian Dollar      53        12/18      $ 4,051,925      $ 4,027,735      $ (24,190)  
Euro      28        12/18        4,087,259        3,974,425        (112,834)  
Net unrealized depreciation on open futures contracts

 

                     $ (137,024)  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   25


Schedule of investments (cont’d)

October 31, 2018

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

At October 31, 2018, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
    Currency
Sold
    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
EUR     200,000     USD     233,034     Barclays Bank PLC     1/18/19     $ (4,808)  
PLN     766,800     USD     206,401     Barclays Bank PLC     1/18/19       (6,087)  
USD     1,417,987     BRL     5,370,000     Barclays Bank PLC     1/18/19       (15,262)  
USD     2,311,158     GBP     1,740,726     Barclays Bank PLC     1/18/19       76,611  
USD     65,844     CAD     85,573     BNP Paribas     1/18/19       734  
EUR     5,460,000     USD     6,379,453     Goldman Sachs Group Inc.     1/18/19       (148,889)  
Total                       $ (97,701)  

 

Abbreviations used in this table:

BRL   — Brazilian Real
CAD   — Canadian Dollar
EUR   — Euro
GBP   — British Pound
PLN   — Polish Zloty
USD   — United States Dollar

 

Summary of Investments by Country** (unaudited)  
United States      55.1
United Kingdom      11.0  
Brazil      4.0  
France      3.3  
Italy      2.3  
Canada      1.9  
Indonesia      1.9  
Colombia      1.8  
Israel      1.7  
Peru      1.7  
Russia      1.6  
Mexico      1.5  
Australia      1.4  
Luxembourg      1.4  
Spain      1.3  
Argentina      1.2  
Netherlands      1.0  
Qatar      0.9  
Chile      0.8  
Belgium      0.7  

 

See Notes to Financial Statements.

 

26    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Summary of Investments by Country** (unaudited) (cont’d)  
Switzerland      0.7 %  
United Arab Emirates      0.7  
Germany      0.6  
Kazakhstan      0.6  
Malaysia      0.4  
Ireland      0.3  
Morocco      0.2  
Short-Term Investments      0.0  
       100.0

 

**

As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2018 and are subject to change.

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   27


Statement of assets and liabilities

October 31, 2018

 

Assets:         

Investments, at value (Cost — $346,386,619)

   $ 348,177,623  

Foreign currency, at value (Cost — $382,425)

     377,014  

Interest receivable

     4,736,272  

Receivable for securities sold

     4,493,546  

Deposits with brokers for open futures contracts and exchange-traded options

     222,887  

Deposits with brokers for OTC derivatives

     90,000  

Unrealized appreciation on forward foreign currency contracts

     77,345  

Prepaid expenses

     7,884  

Total Assets

     358,182,571  
Liabilities:         

Loan payable (Note 5)

     88,000,000  

Payable for securities purchased

     5,357,117  

Payable for open reverse repurchase agreements (Note 3)

     2,893,125  

Distributions payable

     1,508,995  

Investment management fee payable

     238,216  

Unrealized depreciation on forward foreign currency contracts

     175,046  

Written options, at value (premiums received — $31,450)

     55,300  

Interest payable

     23,291  

Payable to broker — variation margin on open futures contracts

     21,810  

Directors’ fees payable

     6,965  

Accrued expenses

     118,172  

Total Liabilities

     98,398,037  
Total Net Assets    $ 259,784,534  
Net Assets:         

Par value ($0.001 par value; 14,940,540 shares issued and outstanding; 100,000,000 shares authorized)

   $ 14,941  

Paid-in capital in excess of par value

     283,531,816  

Overdistributed net investment income

     (1,570,335)  

Accumulated net realized loss on investments, futures contracts, written options, forward foreign currency contracts and foreign currency transactions

     (23,710,276)  

Net unrealized appreciation on investments, futures contracts, written options, forward foreign currency contracts and foreign currencies

     1,518,388  
Total Net Assets    $ 259,784,534  
Shares Outstanding      14,940,540  
Net Asset Value      $17.39  

 

See Notes to Financial Statements.

 

28    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Statement of operations

For the Year Ended October 31, 2018

 

Investment Income:         

Interest

   $ 20,286,542  

Dividends

     60,033  

Less: Foreign taxes withheld

     (5,462)  

Total Investment Income

     20,341,113  
Expenses:         

Investment management fee (Note 2)

     2,870,478  

Interest expense (Note 3 and 5)

     2,120,902  

Excise tax (Note 1)

     149,826  

Directors’ fees

     73,835  

Audit and tax fees

     64,419  

Legal fees

     52,917  

Transfer agent fees

     40,090  

Fund accounting fees

     28,432  

Shareholder reports

     25,623  

Custody fees

     13,523  

Stock exchange listing fees

     12,501  

Commitment fees (Note 5)

     10,567  

Insurance

     4,734  

Miscellaneous expenses

     18,114  

Total Expenses

     5,485,961  
Net Investment Income      14,855,152  
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts,
Written Options, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
        

Net Realized Gain (Loss) From:

        

Investment transactions

     (8,501,074)  

Futures contracts

     62,548  

Written options

     138,887  

Forward foreign currency contracts

     479,432  

Foreign currency transactions

     (112,001)  

Net Realized Loss

     (7,932,208)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (14,529,063)  

Futures contracts

     (137,024)  

Written options

     (38,660)  

Forward foreign currency contracts

     (42,072)  

Foreign currencies

     (19,367)  

Change in Net Unrealized Appreciation (Depreciation)

     (14,766,186)  
Net Loss on Investments, Futures Contracts, Written Options, Forward Foreign Currency Contracts and Foreign Currency Transactions      (22,698,394)  
Decrease in Net Assets From Operations    $ (7,843,242)  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   29


Statements of changes in net assets

 

For the Years Ended October 31,    2018      2017  
Operations:                  

Net investment income

   $ 14,855,152      $ 16,025,984  

Net realized gain (loss)

     (7,932,208)        98,326  

Change in net unrealized appreciation (depreciation)

     (14,766,186)        8,136,470  

Increase (Decrease) in Net Assets From Operations

     (7,843,242)        24,260,780  
Distributions to Shareholders From (Note 1):                  

Net investment income

     (18,800,185)        (20,349,015)  

Return of capital

     (390,939)         

Decrease in Net Assets From Distributions to Shareholders

     (19,191,124)        (20,349,015)  

Increase (Decrease) in Net Assets

     (27,034,366)        3,911,765  
Net Assets:                  

Beginning of year

     286,818,900        282,907,135  

End of year*

   $ 259,784,534      $ 286,818,900  

*Includes (over) undistributed net investment income respectively, of:

     $(1,570,335)        $4,512,643  

 

See Notes to Financial Statements.

 

30    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Statement of cash flows

For the Year Ended October 31, 2018

 

Increase (Decrease) in Cash:         
Cash Provided (Used) by Operating Activities:         

Net decrease in net assets resulting from operations

   $ (7,843,242)  

Adjustments to reconcile net decrease in net assets resulting from operations to net cash provided (used) by operating activities:

        

Purchases of portfolio securities

     (306,041,793)  

Sales of portfolio securities

     301,518,237  

Net purchases, sales and maturities of short-term investments

     585,515  

Net amortization of premium (accretion of discount)

     96,933  

Increase in receivable for securities sold

     (2,756,699)  

Decrease in interest receivable

     231,598  

Decrease in prepaid expenses

     183  

Increase in payable for securities purchased

     2,746,575  

Decrease in investment management fee payable

     (13,365)  

Increase in Directors’ fee payable

     1,815  

Decrease in interest payable

     (28,197)  

Increase in accrued expenses

     14,615  

Decrease in premiums received from written options

     (43,785)  

Increase in payable to broker — variation margin on open futures contracts

     21,810  

Net realized loss on investments

     8,501,074  

Change in net unrealized appreciation (depreciation) of investments, written options and forward foreign currency transactions

     14,609,795  

Net Cash Provided by Operating Activities*

     11,601,069  
Cash Flows From Financing Activities:         

Distributions paid on common stock

     (19,377,880)  

Proceeds from loan facility borrowings

     6,500,000  

Repayment of loan facility borrowings

     (1,500,000)  

Increase in payable for reverse repurchase agreements

     2,893,125  

Net Cash Used in Financing Activities

     (11,484,755)  
Net Increase in Cash and Restricted Cash      116,314  

Cash and restricted cash at beginning of year

     573,587  

Cash and restricted cash at end of year

   $ 689,901  

 

*

Included in operating expenses is cash of $2,161,414 paid for interest and commitment fees on borrowings.

 

 

The following table provides a reconciliation of cash and restricted cash reported with the Statement of Assets and Liabilities that sums to the total of the such amounts shown on the Statement of Cash Flows.

 

      October 31, 2018  
Cash    $ 377,014  
Restricted cash      312,887  
Total cash and restricted cash shown in the Statement of Cash Flows    $ 689,901  

 

 

Restricted cash consists of cash that has been segregated to cover the Fund’s collateral or margin obligations under derivative contracts. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers.

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   31


Financial highlights

 

For a share of capital stock outstanding throughout each year ended October 31:  
     20181     20171     20161     20151     20141  
Net asset value, beginning of year     $19.20       $18.94       $18.81       $20.20       $20.36  
Income (loss) from operations:          

Net investment income

    0.99       1.07       1.20       1.23       1.30  

Net realized and unrealized gain (loss)

    (1.52)       0.55       0.29       (1.30)       (0.09)  

Total income (loss) from operations

    (0.53)       1.62       1.49       (0.07)       1.21  
Less distributions from:          

Net investment income

    (1.26)       (1.36)       (1.36)       (1.36)       (1.39)  

Return of capital

    (0.02)                          

Total distributions

    (1.28)       (1.36)       (1.36)       (1.36)       (1.39)  

Anti-dilutive impact of repurchase plan

                0.00 2,3       0.04 2        0.02 2   
Net asset value, end of year     $17.39       $19.20       $18.94       $18.81       $20.20  
Market price, end of year     $15.20       $18.10       $17.39       $17.17       $18.22  

Total return, based on NAV4,5

    (2.86)     8.92     8.44     (0.17)     6.18

Total return, based on Market Price6

    (9.38)     12.37     9.82     1.88     8.67
Net assets, end of year (millions)     $260       $287       $283       $281       $308  
Ratios to average net assets:          

Gross expenses

    2.00     1.79     1.64     1.55     1.28

Net expenses

    2.00       1.79       1.64       1.55       1.28  

Net investment income

    5.42       5.66       6.53       6.25       6.36  
Portfolio turnover rate     85     69     51     33     22
Supplemental data:          

Loan Outstanding, End of Year (000s)

    $88,000       $83,000       $83,000       $83,000        

Asset Coverage Ratio for Loan Outstanding7

    395     446     441     439      

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding7

    $3,952       $4,456       $4,409       $4,388        

Weighted Average Loan (000s)

    $84,625       $83,000       $83,000       $83,000 8        

Weighted Average Interest Rate on Loan

    2.50     1.63     1.20     0.91 %8        

 

See Notes to Financial Statements.

 

32    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


1  

Per share amounts have been calculated using the average shares method.

 

2 

The repurchase plan was completed at an average repurchase price of $15.25 for 14,001 shares and $213,465 for the year ended October 31, 2016, $16.92 for 276,119 shares and $4,671,232 for the year ended October 31, 2015 and $18.11 for 116,116 shares and $2,103,258 for the year ended October 31, 2014.

 

3 

Amount represents less than $0.005 per share.

 

4 

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

5 

The total return calculation assumes that distributions are reinvested at NAV. Prior to January 1, 2012, the total return calculation assumed the reinvestment of all distributions in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

 

6 

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

 

7 

Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the end of the period.

 

8 

Weighted average based on the number of days that the Fund had a loan outstanding.

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   33


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) was incorporated in Maryland on September 17, 2009 and is registered as a non-diversified, limited-term, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities.

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Prior to December 1, 2017, short-term fixed income securities that would mature in 60 days or less were valued at amortized cost, unless it was determined that using this method would not reflect an investment’s fair value. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before

 

34    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:

 

 

Level 1 — quoted prices in active markets for identical investments

 

 

Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   35


Notes to financial statements (cont’d)

 

 

 

Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Long-term investments†:                                

Corporate bonds & notes

        $ 289,544,333           $ 289,544,333  

Senior loans:

                               

Consumer discretionary

          13,442,919     $ 1,584,830       15,027,749  

Other senior loans

          17,742,902             17,742,902  

Sovereign bonds

          14,469,861             14,469,861  

U.S. government & agency obligations

          6,449,244             6,449,244  

Convertible bonds & notes

          2,350,009             2,350,009  

Collateralized mortgage obligations

          1,172,307             1,172,307  

Preferred stocks

  $ 975,302                   975,302  

Asset-backed securities

          330,260             330,260  

Purchased options

    8,400                   8,400  
Total long-term investments     983,702       345,501,835       1,584,830       348,070,367  
Short-term investments†     107,256                   107,256  
Total investments   $ 1,090,958     $ 345,501,835     $ 1,584,830     $ 348,177,623  
Other financial instruments:                                

Forward foreign currency contracts

        $ 77,345           $ 77,345  
Total   $ 1,090,958     $ 345,579,180     $ 1,584,830     $ 348,254,968  
LIABILITIES  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
    Total  
Other financial instruments:                                

Written options

  $ 55,300                 $ 55,300  

Futures contracts

    137,024                   137,024  

Forward foreign currency contracts

        $ 175,046             175,046  
Total   $ 192,324     $ 175,046           $ 367,370  

 

See Schedule of Investments for additional detailed categorizations.

 

36    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


(b) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing an uncovered call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(c) Purchased options. When the Fund purchases an option, an amount equal to the premium paid by the Fund is recorded as an investment on the Statement of Assets and Liabilities, the value of which is marked-to-market to reflect the current market value of the option purchased. If the purchased option expires, the Fund realizes a loss equal to the amount of premium paid. When an instrument is purchased or sold through the exercise of an option, the related premium paid is added to the basis of the instrument acquired or deducted from the proceeds of the instrument sold. The risk associated with purchasing put and call options is limited to the premium paid.

(d) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   37


Notes to financial statements (cont’d)

 

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

(e) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

(f) Reverse repurchase agreements. The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security subject to an obligation to repurchase the security from the buyer at an agreed upon time and price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will maintain cash, U.S. government securities or other liquid debt obligations at least equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by law to cover its obligations. If the market value of the collateral declines during the period, the Fund may be required to post additional collateral to cover its obligation. Cash collateral that has been pledged to cover obligations of the Fund under reverse repurchase agreements, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral are noted in the Schedule of Investments. Interest payments made on reverse repurchase agreements are recognized as a component of “Interest expense” on the Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund.

(g) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may

 

38    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.

(h) Unfunded loan commitments. The Fund may enter into certain credit agreements where all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Schedule of Investments. At October 31, 2018, the Fund had sufficient cash and/or securities to cover these commitments.

(i) Securities traded on a when-issued and delayed delivery basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.

Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

(j) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

(k) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   39


Notes to financial statements (cont’d)

 

between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.

Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.

(l) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

Investments in securities that are collateralized by real estate mortgages are subject to certain credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation between their credit ratings and values.

(m) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

(n) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of

 

40    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.

As of October 31, 2018, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $175,046. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   41


Notes to financial statements (cont’d)

 

this amount to its derivatives counterparties. As of October 31, 2018, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $90,000, which could be used to reduce the required payment.

(o) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

(p) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are taxable and are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

(q) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

(r) Federal and other taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $149,826 of federal excise taxes attributable to calendar year 2017 in March 2018.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2018, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

42    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.

(s) Reclassification. GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:

 

        Overdistributed Net
Investment Income
       Accumulated Net
Realized Loss
     Paid-in
Capital
 
(a)      $ 149,826               $ (149,826)  
(b)        (2,287,771)        $ 2,287,771         

 

(a)  

Reclassifications are due to a non-deductible excise tax paid by the Fund.

 

(b) 

Reclassifications are due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities, losses from mortgage backed securities treated as capital losses for tax purposes and book/tax differences in the treatment of distributions from underlying investments.

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company, LLC (formerly Western Asset Management Company) (“Western Asset”), Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding.

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Singapore, Western Asset Japan and Western Asset Limited provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it receives from the Fund. Western Asset Singapore, Western Asset Japan and Western Asset Limited do not receive any compensation from the Fund. Western Asset pays Western Asset Singapore, Western Asset Japan and Western Asset Limited a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each such non-U.S. subadviser to manage.

During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.

All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   43


Notes to financial statements (cont’d)

 

3. Investments

During the year ended October 31, 2018, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:

 

        Investments        U.S. Government &
Agency Obligations
 
Purchases      $ 269,923,107        $ 36,118,686  
Sales        267,993,556          33,524,681  

At October 31, 2018, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost/Premiums
(Received)
     Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
(Depreciation)
 
Securities    $ 349,580,231      $ 9,122,949      $ (10,525,557)      $ (1,402,608)  
Written options      (31,450)               (23,850)        (23,850)  
Futures contracts                    (137,024)        (137,024)  
Forward foreign currency contracts             77,345        (175,046)        (97,701)  

Transactions in reverse repurchase agreements for the Fund during the year ended October 31, 2018 were as follows:

 

Average Daily
Balance*
   Weighted Average
Interest Rate*
   Maximum Amount
Outstanding
$2,087,917    2.45%    $2,893,125

 

*

Averages based on the number of days that the Fund had reverse repurchase agreements outstanding.

The interest rate on reverse repurchase agreements was 2.45% during the year ended October 31, 2018. Interest expense incurred on reverse repurchase agreements totaled $2,131.

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at October 31, 2018.

 

ASSET DERIVATIVES1  
      Foreign
Exchange Risk
 
Purchased options2    $ 8,400  
Forward foreign currency contracts      77,345  
Total    $ 85,745  

 

44    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


LIABILITY DERIVATIVES1  
      Foreign
Exchange Risk
 
Written options    $ 55,300  
Futures contracts3      137,024  
Forward foreign currency contracts      175,046  
Total    $ 367,370  

 

1  

Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

2 

Market value of purchased options is reported in Investments at value in the Statement of Assets and Liabilities.

 

3 

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities.

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended October 31, 2018. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Total  
Written options           $ 138,887      $ 138,887  
Futures contracts    $ 6,203        56,345        62,548  
Forward foreign currency contracts             479,432        479,432  
Total    $ 6,203      $ 674,664      $ 680,867  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Foreign
Exchange Risk
 
Purchased options1    $ (36,100)  
Written options      (38,660)  
Futures contracts      (137,024)  
Forward foreign currency contracts      (42,072)  
Total    $ (253,856)  

 

1 

The change in unrealized appreciation (depreciation) from purchased options is reported in the change in net unrealized appreciation (depreciation) from investments in the Statement of Operations.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   45


Notes to financial statements (cont’d)

 

During the year ended October 31, 2018, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Purchased options      $ 646  
Written options        8,902  
Futures contracts (to buy)        1,871,074  
Forward foreign currency contracts (to buy)        7,754,297  
Forward foreign currency contracts (to sell)        21,088,907  

The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of October 31, 2018.

 

Counterparty   Gross Assets
Subject to
Master
Agreements1
    Gross Liabilities
Subject to
Master
Agreements1
    Net Assets
(Liabilities)
Subject to
Master
Agreements
    Collateral
Pledged
(Received)2,3
    Net
Amount4,5
 
Barclays Bank PLC   $ 76,611     $ (26,157)     $ 50,454     $ 26,157     $ 76,611  
BNP Paribas     734             734             734  
Goldman Sachs Group Inc.           (148,889)       (148,889)       60,000       (88,889)  
Total   $ 77,345     $ (175,046)     $ (97,701)     $ 86,157     $ (11,544)  

 

1  

Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

 

2 

Gross amounts are not offset in the Statement of Assets and Liabilities.

 

3 

In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.

 

4 

Represents the net amount receivable (payable) from (to) the counterparty in the event of default.

 

5 

Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized.

5. Loan

Effective June 2, 2015, the Fund has a revolving credit agreement with National Australia Bank Limited that allows the Fund to borrow up to an aggregate amount of $90,000,000. This credit agreement renews daily for a 180-day term unless notice to the contrary is given to the Fund. The final scheduled termination date of the credit agreement is June 2, 2020. The Fund pays a commitment fee at an annual rate of 0.20% on the unutilized portion of the loan commitment amount. The interest on the loan is calculated at a variable rate based on the LIBOR plus any applicable margin. Securities held by the Fund are subject to a lien granted to National Australia Bank Limited, to the extent of the borrowing outstanding and any additional expenses. The Fund’s credit agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the credit agreement may be subject to early termination under certain conditions and may contain other provisions

 

46    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to the loan for the year ended October 31, 2018 was $2,117,997. For the year ended October 31, 2018, the Fund incurred a commitment fee in the amount of $10,567. For the year ended October 31, 2018, the Fund had an average daily loan balance outstanding of $84,624,658 and the weighted average interest rate was 2.50%. At October 31, 2018, the Fund had $88,000,000 of borrowings outstanding per this credit agreement.

6. Distributions subsequent to October 31, 2018

The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:

 

Record Date      Payable Date        Amount  
10/19/2018        11/1/2018        $ 0.1010  
11/23/2018        12/3/2018        $ 0.1010  
12/21/2018        12/31/2018        $ 0.1010  
1/18/2019        2/1/2019        $ 0.1010  
2/15/2019        3/1/2019        $ 0.1010  

7. Stock repurchase program

On March 10, 2014, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to 1,600,000 shares of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to the net asset value. The Board directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the year ended October 31, 2018, the Fund did not repurchase any shares.

Since the Fund’s commencement of the stock repurchase program through October 31, 2018, the Fund repurchased 406,236 shares or 2.65% of its common shares outstanding for the total amount of $6,987,955. The anti-dilutive impact of these share repurchases is included on the Financial Highlights.

8. Income tax information and distributions to shareholders

The tax character of distributions paid during the fiscal years ended October 31, was as follows:

 

        2018        2017  
Distributions paid from:                      
Ordinary income      $ 18,800,185        $ 20,349,015  
Tax return of capital        390,939           
Total distributions paid      $ 19,191,124        $ 20,349,015  

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   47


Notes to financial statements (cont’d)

 

As of October 31, 2018, the components of accumulated earnings (losses) on a tax basis were as follows:

 

Deferred capital losses*      $ (20,713,068)  
Other book/tax temporary differences(a)        (1,373,931)  
Unrealized appreciation (depreciation)(b)        (1,675,224)  
Total accumulated earnings (losses) — net      $ (23,762,223)  
 *  

These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains.

 

(a) 

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain futures and foreign currency contracts, the difference between cash and accrual basis distributions paid, and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.

9. Recent Accounting Pronouncements

The Fund has adopted the disclosure provisions of Financial Accounting Standards Board Accounting Standards Update 2016-18 (“ASU 2016-18”), Statement of Cash Flows (Topic 230) — Restricted Cash. ASU 2016-18 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Prior to the issuance of ASU 2016-18, GAAP did not include specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Upon evaluation, the Fund has concluded that ASU 2016-18 does not materially impact the financial statement amounts; however, as required, additional or enhanced disclosure has been included.

The Fund has made a change in accounting principle and adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2017-08 (“ASU 2017-08”), Premium Amortization on Purchased Callable Debt Securities. ASU 2017-08 shortens the amortization period for certain callable debt securities held at a premium; specifically, requiring the premium to be amortized to the earliest call date. Prior to ASU 2017-08, premiums on callable debt securities were generally amortized to maturity date. ASU 2017-08 is intended to more closely align the amortization period with the expectations incorporated into the market pricing on the underlying security. ASU 2017-08 does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity date. Upon evaluation, the Fund has concluded that the change in accounting principle does not materially impact the financial statement amounts.

 

48    Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report


Report of independent registered public

accounting firm

 

To the Board of Directors and Shareholders of Western Asset Global Corporate Defined Opportunity Fund Inc.

Opinion on the financial statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) as of October 31, 2018, the related statement of operations and cash flows for the year ended October 31, 2018 and the statement of changes in net assets and financial highlights for each of the two years in the period ended October 31, 2018, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations and its cash flows for the year then ended, and the changes in its net assets and financial highlights for each of the two years in the period ended October 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended October 31, 2016 and the financial highlights for each of the periods ended on or prior to October 31, 2016 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated December 20, 2016 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodian, agent banks, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

December 19, 2018

We have served as the auditor of one or more investment companies in Legg Mason investment company group since at least 1973. We have not determined the specific year we began serving as auditor.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2018 Annual Report   49


Additional information (unaudited)

Information about directors and officers

 

The business and affairs of Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.

The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.

 

Independent Directors†    
Robert D. Agdern  
Year of birth   1950
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2015
Principal occupation(s) during past five years   Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); formerly, Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC).
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   None
Carol L. Colman  
Year of birth   1946
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   None

 

50    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

Independent Directors† cont’d    
Daniel P. Cronin  
Year of birth   1946
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   None
Paolo M. Cucchi  
Year of birth   1941
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   None
Leslie H. Gelb  
Year of birth   1937
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Consultant and Lecturer; President Emeritus (since 2003); formerly, Senior Board Fellow (2003 to 2015) and President, (prior to 2003), the Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1994); Trustee, Encyclopedia Brittanica; Director, Centre Partners IV and V, LP and Affiliates

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   51


Additional information (unaudited) (cont’d)

Information about directors and officers

 

Independent Directors† cont’d    
William R. Hutchinson  
Year of birth   1942
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class II
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   Director (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)
Eileen A. Kamerick  
Year of birth   1958
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2013
Principal occupation(s) during past five years   National Association of Corporate Directors Board Leadership Fellow and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
Riordan Roett  
Year of birth   1938
Position(s) held with Fund1   Director and Member of Nominating and Audit Committees, Class III
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   The Sarita and Don Johnston Professor of Political Science and Director of Latin American Studies, Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University (since 1973)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during past five years   None

 

52    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

 

Interested Director and Officer    
Jane Trust, CFA2  
Year of birth   1962
Position(s) held with Fund1   Director, Chairman, President and Chief Executive Officer, Class II
Term of office1 and length of time served   Since 2015
Principal occupation(s) during past five years   Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 147 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of portfolios in fund complex overseen by Director (including the Fund)   138
Other board memberships held by Director during past five years   None
 
Additional Officers    

Todd F. Kuehl
Legg Mason

100 International Drive, 9th Floor, Baltimore, MD 21202

Year of birth   1969
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2017
Principal occupation(s) during past five years   Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); formerly, Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to 2006)

Jenna Bailey
Legg Mason

100 First Stamford Place, 5th Floor, Stamford, CT 06902

Year of birth   1978
Position(s) held with Fund1   Identity Theft Prevention Officer
Term of office1 and length of time served   Since 2015
Principal occupation(s) during past five years   Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013)

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   53


Additional information (unaudited) (cont’d)

Information about directors and officers

 

Additional Officers cont’d    

Robert I. Frenkel
Legg Mason

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1954
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel— U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

Thomas C. Mandia
Legg Mason

100 First Stamford Place, 6th Floor, Stamford, CT 06902

Year of birth   1962
Position(s) held with Fund1   Assistant Secretary
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers)

Richard F. Sennett
Legg Mason

100 International Drive, 7th Floor, Baltimore, MD 21202

Year of birth   1970
Position(s) held with Fund1   Principal Financial Officer
Term of office1 and length of time served   Since 2011
Principal occupation(s) during past five years   Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

 

54    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

Additional Officers cont’d    

Jennifer S. Berg3
Legg Mason

100 International Drive, 7th Floor, Baltimore, MD 21202

Year of birth   1973
Position(s) held with Fund1   Treasurer
Term of office1 and length of time served   Since 2018
Principal occupation(s) during past five years   Director of Legg Mason & Co. (since 2014); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2018); formerly, Vice President of Legg Mason & Co. (2011 to 2014)

Jeanne M. Kelly
Legg Mason

620 Eighth Avenue, 49th Floor, New York, NY 10018

Year of birth   1951
Position(s) held with Fund1   Senior Vice President
Term of office1 and length of time served   Since 2009
Principal occupation(s) during past five years   Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015)

 

Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”).

 

1 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2020, year 2021 and year 2019, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified.

 

2 

Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an officer of LMPFA and certain of its affiliates.

 

3 

Effective January 1, 2018, Ms. Berg became Treasurer.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   55


Annual chief executive officer and

principal financial officer certifications (unaudited)

 

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 

56    Western Asset Global Corporate Defined Opportunity Fund Inc.


Other shareholder communications regarding accounting matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 49th Floor

New York, New York 10018

Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   57


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date;

 

58    Western Asset Global Corporate Defined Opportunity Fund Inc.


otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   59


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2018:

 

Record date:      Monthly        1/19/2018        2/16/2018        Monthly  
Payable date:     
November 2017 -
December 2017
 
 
     2/1/2018        3/1/2018       
March 2018 -
October 2018
 
 
Ordinary income:                                    

Qualified dividend income for individuals

     9.43      9.43      7.40      3.04

Dividends qualifying for the dividends

                                   

received deduction for corporations

     7.77      7.77      6.08      2.45
Tax return of capital             0.95      2.98      2.98

Please retain this information for your records.

 

60    Western Asset Global Corporate Defined Opportunity Fund Inc.


Western Asset

Global Corporate Defined Opportunity Fund Inc.

 

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick

Riordan Roett

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Richard F. Sennett

Principal Financial Officer

Todd F. Kuehl

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

Robert I. Frenkel

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Jennifer S. Berg*

Treasurer

Jeanne M. Kelly

Senior Vice President

 

*

Effective January 1, 2018, Ms. Berg became Treasurer.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadvisers

Western Asset Management Company, LLC**

Western Asset Management Company Limited

Western Asset Management Company Ltd

Western Asset Management Company Pte. Ltd.

Custodian

The Bank of New York Mellon (“BNY”)†

Transfer agent

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

**

Prior to May 2, 2018, known as Western Asset Management Company.

Effective June 11, 2018, BNY became custodian.

 

Independent registered public accounting firm

PricewaterhouseCoopers LLP Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

GDO


Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

 

Personal information included on applications or other forms;

 

 

Account balances, transactions, and mutual fund holdings and positions;

 

 

Bank account information, legal documents, and identify verification documentation;

 

 

Online account access user IDs, passwords, security challenge question responses; and

 

 

Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

How the Funds Use Nonpublic Personal Information About You

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

 

Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators;

 

 

Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds;

 

 

Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

NOT PART OF THE ANNUAL REPORT


Legg Mason Funds Privacy and Security Notice (cont’d)

 

 

 

The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators;

 

 

Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

The Funds’ Security Practices

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Funds at 1-888-777-0102.

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


Western Asset Global Corporate Defined Opportunity Fund Inc.

Western Asset Global Corporate Defined Opportunity Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. To obtain information on Form N-Q from the Fund, shareholders can call 1-888-777-0102.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-888-777-0102, (2) at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

This report is transmitted to the shareholders of Western Asset Global Corporate Defined Opportunity Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

WASX013050 12/18 SR18-3510


ITEM 2.

CODE OF ETHICS.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that Eileen A. Kamerick, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert” and that she is independent for purposes of this item.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2017 and October 31, 2018 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $56,000 in October 31, 2017 and $49,840 in October 31, 2018.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in October 31, 2017 and $6,427 in October 31, 2018.

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Western Asset Global Corporate Defined Opportunity Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Period.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $4,000 in October 31, 2017 and $0 in October 31, 2018. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.


(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Global Corporate Defined Opportunity Fund Inc. were $0 in October 31, 2017 and $0 in October 31, 2018.

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Global Corporate Defined Opportunity Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.


(2) For the Western Asset Global Corporate Defined Opportunity Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for October 31, 2017 and October 31, 2018; Tax Fees were 100% and 100% for October 31, 2017 and October 31, 2018; and Other Fees were 100% and 100% for October 31, 2017 and October 31, 2018.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Global Corporate Defined Opportunity Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Global Corporate Defined Opportunity Fund Inc. during the reporting period were $271,895 in October 31, 2017 and $678,000 in October 31, 2018.

(h) Yes. Western Asset Global Corporate Defined Opportunity Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Global Corporate Defined Opportunity Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

Leslie H. Gelb

William R. Hutchinson

Eileen A. Kamerick

Dr. Riordan Roett

b) Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.


ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Western Asset Management Company, LLC

Proxy Voting Policies and Procedures

BACKGROUND

An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.

POLICY

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)- 6 under the Investment Advisers Act of 1940 (“Advisers Act”). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.


Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

  4.

If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

  5.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into the account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  6.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering, and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

  a.

A copy of Western Asset’s policies and procedures.

 

  b.

Copies of proxy statements received regarding client securities.

 

  c.

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.


  d.

Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

  e.

A proxy log including:

 

  1.

Issuer name;

 

  2.

Exchange ticker symbol of the issuer’s shares to be voted;

 

  3.

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4.

A brief identification of the matter voted on;

 

  5.

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest.

Issues to be reviewed include, but are not limited to:

 

  1.

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2.

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

  3.

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.


I.

Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

  1.

Matters relating to the Board of Directors

Western Asset votes proxies for the election of the company’s nominees for directors and for board- approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a.

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d.

Votes are cast on a case-by-case basis in contested elections of directors.

 

  2.

Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a.

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

  b.

Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

  c.

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d.

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

  3.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

  a.

Western Asset votes for proposals relating to the authorization of additional common stock.

 

  b.

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c.

Western Asset votes for proposals authorizing share repurchase programs.


  4.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

 

    

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

  5.

Matters relating to Anti-Takeover Measures

 

    

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a.

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b.

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6.

Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a.

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b.

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

II.

Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  a.

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  b.

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

  c.

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

III.

Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

  1.

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

  2.

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

IV.

Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.


  1.

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

  2.

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3.

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

  4.

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

RETIREMENT ACCOUNTS

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.


Western Asset Management Company Limited

Proxy Voting and Corporate Actions Policy

NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.

As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

RESPONSIBILITY AND OVERSIGHT

The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

CLIENT AUTHORITY

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

PROXY GATHERING

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

PROXY VOTING

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

Proxies are reviewed to determine accounts impacted.


Impacted accounts are checked to confirm Western Asset voting authority.

Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

TIMING

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

RECORDKEEPING

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

A copy of Western Asset’s policies and procedures.

Copies of proxy statements received regarding client securities.

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

A proxy log including:

 

   

Issuer name;

 

   

Exchange ticker symbol of the issuer’s shares to be voted;

 

   

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

   

A brief identification of the matter voted on;

 

   

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

 

   

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

DISCLOSURE

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.


CONFLICT OF INTEREST

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

VOTING GUIDELINES

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

BOARD APPROVAL PROPOSALS

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

Matters relating to the Board of Directors – Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

Votes are cast on a case-by-case basis in contested elections of directors.

Matters relating to Executive Compensation – Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by- case basis on board-approved proposals relating to executive compensation, except as follows:

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.


Matters relating to Capitalization – The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board- approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

Western Asset votes for proposals relating to the authorization of additional common stock;

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits);

Western Asset votes for proposals authorizing share repurchase programs;

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions;

Western Asset votes these issues on a case-by-case basis on board-approved transactions;

Matters relating to Anti-Takeover Measures – Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans;

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

Other Business Matters – Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws;

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

SHAREHOLDER PROPOSALS

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans;

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals;

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

VOTING SHARES OF INVESTMENT COMPANIES

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios;

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

VOTING SHARES OF FOREIGN ISSUERS

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.


Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management;

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees;

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated;

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a 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.

RETIREMENT ACCOUNTS

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary.

Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.

CORPORATE ACTIONS

Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to any such corporate actions.


Western Asset Management Company Ltd (“WAMJ”) Proxy Voting Policies and Procedures

POLICY

As a fixed income only manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, WAMJ will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The WAMJ Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority, WAMJ will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if WAMJ becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If WAMJ personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

  a.

Proxies are reviewed to determine accounts impacted.

 

  b.

Impacted accounts are checked to confirm WAMJ voting authority.

 

  c.

Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

  d.

If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and WAMJ obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle), WAMJ seeks voting instructions from an independent third party.


  e.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, WAMJ may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  f.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

Timing

WAMJ personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

WAMJ maintains records of proxies. These records include:

 

  a.

A copy of WAMJ’s policies and procedures.

 

  b.

Copies of proxy statements received regarding client securities.

 

  c.

A copy of any document created by WAMJ that was material to making a decision how to vote proxies.

 

  d.

Each written client request for proxy voting records and WAMJ’s written response to both verbal and written client requests.

 

  e.

A proxy log including:

 

  1.

Issuer name;

 

  2.

Exchange ticker symbol of the issuer’s shares to be voted;

 

  3.

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4.

A brief identification of the matter voted on;

 

  5.

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in WAMJ’s offices.

Disclosure

WAMJ’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.


Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

  1.

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2.

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

  3.

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

WAMJ’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

1b. Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

  1.

Matters relating to the Board of Directors

WAMJ votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a.

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d.

Votes are cast on a case-by-case basis in contested elections of directors.

 

  2.

Matters relating to Executive Compensation

WAMJ generally favors compensation programs that relate executive compensation to a company’s long- term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for stock option plans that will result in a minimal annual dilution.

 

  b.

WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options.


  c.

WAMJ votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

  3.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, WAMJ votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.

 

  a.

WAMJ votes for proposals relating to the authorization of additional common stock.

 

  b.

WAMJ votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c.

WAMJ votes for proposals authorizing share repurchase programs.

 

  4.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on a case-by-case basis on board-approved transactions.

 

  5.

Matters relating to Anti-Takeover Measures

WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a.

WAMJ votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b.

WAMJ votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6.

Other Business Matters

WAMJ votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a.

WAMJ votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b.

WAMJ votes against authorization to transact other unidentified, substantive business at the meeting.

2b. Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a 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. WAMJ votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  a.

WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  b.

WAMJ votes for shareholder proposals that are consistent with WAMJ’s proxy voting guidelines for board-approved proposals.

 

  c.

WAMJ votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.


3b. Voting Shares of Investment Companies

WAMJ may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

   

WAMJ votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

   

WAMJ votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

4b. Voting Shares of Foreign Issuers

In the event WAMJ is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

  1.

WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

  2.

WAMJ votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3.

WAMJ votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

WAMJ votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a 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.


Western Asset Management Company Pte. Ltd. (“WAMS”)

Compliance Policies and Procedures

Proxy Voting

WAMS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, WAMS will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

Procedure

Responsibility and Oversight

The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research and portfolio managers are determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

Proxy Gathering

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipients for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded to their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

Proxy Voting

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. [See conflicts of interest section of these procedures for further information on determining material conflicts of interest.]


  4.

If a material conflict of interest exists, (4.1) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (4.2) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

  5.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into the account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  6.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

   

A copy of Western Asset’s policies and procedures.

 

   

Copies of proxy statements received regarding client securities.

 

   

A copy of any document created by Western Asset that was material to  making a decision how to vote proxies.

 

   

Each written client request for proxy voting records and Western Asset’s  written response to both verbal and written client requests.

 

   

A proxy log including:

 

   

Issuer name;

 

   

Exchange ticker symbol of the issuer’s shares to be voted;

 

   

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

   

A brief identification of the matter voted on;

 

   

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

Whether the vote was cast for or against the recommendation of the issuer’s management team. Records are maintained in an easily accessible plan for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.


Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

   

Whether Western (or, to the extent required to be considered by applicable law, it affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

   

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

   

Whether there is any other business or personal relationship where a Voting  Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and  circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers.

Part 1 - Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve  proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

   

Matters relating to the Board of Directors.

Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

   

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

   

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

   

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

   

Votes are cast on a case-by-case basis in contested elections of directors.

 

   

Matters relating to Executive Compensation.

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.


   

Western Asset votes against stock option plans or proposals that permit replacing or re-pricing of underwater options.

 

   

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less result in dilution of 10% or less.

 

   

Matters relating to Capitalization.

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstance of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

   

Western Asset votes for proposals relating to the authorization of additional common stock.

 

   

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

   

Western Asset votes for proposals authorizing share repurchase programs.

 

   

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

   

Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

   

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder right plans.

 

   

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

   

Other Business Matters. Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

   

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

   

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

Part 2 - Shareholder Proposals  SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy voting statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to changes some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

   

Western Asset votes for shareholder proposals to require shareholder approval of  shareholder rights plans.

 

   

Western Asset votes for shareholder proposals that are consistent with Western  Asset’s proxy voting guidelines for board-approved proposals.

 

   

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.


Part 3 - Voting  Shares of Investment Companies Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts 1 and 2 above are voted in accordance with those guidelines.

 

   

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

   

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

Part 4 - Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on  securities held in non-U.S. issuers –i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance disclosure foreign issuers and therefore apply only where applicable.

 

   

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

   

Western Asset votes for shareholder proposals seeking to increase the independence  of board nominating, audit and compensation committees.

 

   

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

   

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have pre-emptive rights.

Retirement Accounts

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (1) the right to vote proxies has been reserved to a named fiduciary of the client, and (2) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.


ITEM 8.

INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND ADDRESS

  

LENGTH
OF TIME
SERVED

  

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS

S. Kenneth Leech

 

Western Asset 385 East Colorado Blvd. Pasadena, CA 91101

   Since 2009    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014.

Michael C. Buchanan

 

Western Asset

385 East Colorado Blvd.

Pasadena, CA

91101

   Since 2009    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years


Christopher Kilpatrick

 

Western Asset

385 East Colorado Blvd.

Pasadena, CA

91101

   Since 2012    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years.

Annabel Rudebeck

 

Western Asset
385 East Colorado Blvd. Pasadena, CA 91101

   Since 2017    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Ms.. Rudebeck joined Western Asset in 2016 as Head of Non-US Credit. Ms. Rudebeck has over 18 years of investment industry experience. Formerly Ms. Rudebeck was a Senior Partner and Head of Global Investment-Grade Credit for Rogge Global Partners and also served as a Credit Research Associate at J.P. Morgan Securities.

Chia-Liang Lian

 

Western Asset
385 East Colorado Blvd. Pasadena, CA 91101

   Since 2014    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional since 2011; Prior to joining Western Asset, Mr. Lian spent approximately six years with the Pacific Investment Management Company (PIMCO), where he served as Head of Emerging Asia Portfolio Management.


(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2018.

Other Accounts Managed by Investment Professionals

The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories:

registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

Name of PM

  

Type of Account

   Number of
Accounts
Managed
    

Total Assets

Managed

   Number of
Accounts
Managed for
which
Advisory

Fee is
Performance-
Based
  

Assets

Managed for

which

Advisory Fee

is Performance-

Based

S. Kenneth Leech‡

  

Other Registered Investment Companies

Other Pooled Vehicles

Other Accounts

    

106
261
594
 
 
 
  

$155.7 billion

$79.2 billion

$185.3 billion

   None
6

28

  

None

$1.4 billion

$11.2 billion

Michael C. Buchanan ‡

  

Other Registered Investment Companies

Other Pooled Vehicles

Other Accounts

    

32
62
169
 
 
 
  

$18.1 billion

$20.6 billion

$62.3 billion

   None
3

10

  

None

$800 million

$3.7 billion

Annabel Rudebeck‡

  

Other Registered Investment Companies

Other Pooled Vehicles

Other Accounts

    

5
15
25
 
 
 
  

$4.4 billion

$3.2 billion

$5.5 billion

   None
1

2

  

None

$900 million

$4.9 billion


Christopher Kilpatrick ‡

  

Other Registered Investment Companies

Other Pooled Vehicles

Other Accounts

   9

4
None

  

$3.5 billion

$500 million

None

   None
None
None
  

None

None

None

Chia-Liang Lian‡

  

Other Registered Investment Companies

Other Pooled Vehicles

Other Accounts

   14

28

67

  

$9.5 billion

$4.8 billion

$7.0 billion

   None
1

4

  

None

$900 million

$600 million

 

The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech is involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. He is responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): Investment Professional Compensation

With respect to the compensation of the investment professionals, Western Asset’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, the subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to a fund, the benchmark set forth in the fund’s Prospectus to which the fund’s average annual total returns are compared or, if none, the benchmark set forth in the fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 years having the most emphasis. The subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the subadviser’s business.

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason stock options and long-term incentives that vest over a set period of time past the award date.


Potential Conflicts of Interest

The subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the subadviser or an affiliate has an interest in the account. The subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.

The subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the subadviser have access to transactions and holdings information regarding client accounts and the subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the Investment Company Act of 1940, as amended, and Rule 204A-1 under the Investment Advisers Act of 1940, to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the subadviser’s compliance monitoring program.


The subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

(a)(4): Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each investment professional as of October 31, 2018.

 

Portfolio Manager(s)

   Dollar Range of
Portfolio
Securities
Beneficially
Owned
 

S. Kenneth Leech

     A  

Michael C. Buchanan

     A  

Christopher Kilpatrick

     C  
Annabel Rudebeck      A  

Chia-Liang Lian

     A  

 

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million


ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.


ITEM 12.

EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date: December 28, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date: December 28, 2018

 

By:  

/s/ Richard F. Sennett

  Richard F. Sennett
  Principal Financial Officer

Date: December 28, 2018