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 811-21337

 

 

Western Asset Global High Income Fund Inc.

(Exact name of registrant as specified in charter)

 

 

620 Eighth Avenue, 47th Floor, New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

George P. Hoyt.

Franklin Templeton

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: May 31

Date of reporting period: May 31, 2021

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   May 31, 2021

WESTERN ASSET

GLOBAL HIGH INCOME

FUND INC. (EHI)

 

 

 

The Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you invest through a financial intermediary and you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.

 

LOGO

 

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


What’s inside      
Letter from the chairman     III  
Fund overview     1  
Fund at a glance     6  
Schedule of investments     7  
Statement of assets and liabilities     25  
Statement of operations     26  
Statements of changes in net assets     27  
Statement of cash flows     28  
Financial highlights     29  
Notes to financial statements     31  
Report of independent registered public accounting firm     45  
Additional shareholder information     46  
Additional information     48  
Annual chief executive officer and principal financial officer certifications     54  
Other shareholder communications regarding accounting matters     55  
Summary of information regarding the Fund     56  
Dividend reinvestment plan     78  
Important tax information     80  

Fund objectives

The Fund’s primary investment objective is high current income. The Fund’s secondary investment objective is total return.

Under normal market conditions, the Fund invests in a global portfolio of securities consisting of below investment grade fixed income securities, emerging market fixed income securities and investment grade fixed income securities.

 

 

 II 

   Western Asset Global High Income Fund Inc.


Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Global High Income Fund Inc. for the twelve-month reporting period ended May 31, 2021. 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

June 30, 2021

 

Western Asset Global High Income Fund Inc.  

 

III


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund’s primary investment objective is high current income and its secondary objective is total return. Under normal market conditions, the Fund invests in a global portfolio of securities consisting of below investment grade fixed income securities, emerging market fixed income securities and investment grade fixed income securities. We have broad discretion to allocate the Fund’s assets among the following segments of the global market for below investment grade and investment grade fixed income securities: corporate bonds, loans, preferred stock, mortgage- and asset-backed securities and sovereign debt, and derivative instruments of the foregoing securities. The Fund may use a variety of derivative instruments, such as options, futures contracts, swap agreements and credit default swaps, as part of its investment strategies or for hedging or risk management purposes. If a security is rated by multiple nationally recognized statistical rating organizations (“NRSROs”) and receives different ratings, the Fund will treat the security as being rated in the lowest rating category received from an NRSRO.

At Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio 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, Chia-Liang (CL) Lian, Ryan K. Brist and Christopher F. Kilpatrick.

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

A. Fixed income markets experienced periods of elevated volatility and, overall, modestly declined over the twelve-month reporting period ended May 31, 2021. Volatility was driven by a number of factors, including risk aversion as the COVID-19 pandemic escalated, sharply falling and then rising global growth, trade conflicts, inflation concerns, and a number of geopolitical events. Most spread sectors (non-Treasuries) outperformed similar duration Treasuries, especially as the reporting period progressed. This was driven by continued monetary policy accommodation from the Federal Reserve Board (the “Fed”)i and the rollout of several COVID-19 vaccines which triggered increased investor risk appetite.

Short-term U.S. Treasury yields edged lower, as the Fed held the federal funds rateii in a range between 0.00% and 0.25%. The yield for the two-year Treasury note began the reporting period at 0.16% and ended the period at 0.14%. The low of 0.09% occurred on February 5, 2021 and the high of 0.22% took place on June 5 and June 8, 2020. In contrast, long-term U.S. Treasury yields moved sharply higher, as positive economic data triggered inflationary concerns and fears that the Fed may remove its monetary policy accommodations sooner than previously anticipated. The yield for the ten-year Treasury note began the reporting period at 0.65%. The low of 0.52% occurred on August 4, 2020, and the high of 1.74% took place on March 19 and March 31, 2021. The ten-year Treasury yield then ended the period at 1.58%.

  

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 1 

 


Fund overview (cont’d)

 

All told, the Bloomberg Barclays U.S. Aggregate Indexiii returned -0.40% for the twelve months ended May 31, 2021. Comparatively, riskier fixed income securities, including high-yield bonds, produced stronger results. Over the fiscal year, the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index B Componentiv and the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Componentv returned 13.50% and 27.53%, respectively, for the same period.

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

A. From a regional perspective, we reduced the Fund’s allocations to emerging markets and higher-quality bank loans in the first quarter of 2020, before the reporting period began. Our premise was emerging markets do not have the public health infrastructure to suppress the virus and, therefore, sovereign and credit spreads would take longer to recover in developing markets. During this time frame, our secured higher-quality bank loan exposure was also reduced due to its outperformance during the market’s downturn and we saw more attractive valuations elsewhere. Conversely, we added to the Fund’s high-yield corporate bond exposure. These portfolio changes had a meaningful impact on returns during the reporting period. Additionally, during the beginning of 2021, we began to then re-shift the portfolio back into emerging markets as valuations improved relative to other spread sectors. We also initiated a number of “reopening trades”, adding several positions that were selling at discounted prices due to the pandemic that we felt would outperform when the economy reopened. In particular, we targeted specific issuers in areas such as airlines, aircraft leasing, hotels, and autos that we felt had the ability to either improve their liquidity and/or manage their current liquidity well. From a quality perspective, we continued to focus the Fund’s allocation in securities rated BB, B, and BBB-.

We tactically utilized leverage in the Fund during the reporting period. We ended the period with leverage as a percentage of gross assets of approximately 30%. The use of leverage significantly contributed to results given the positive total returns posted by the Fund’s high yield and emerging market positions.

Performance review

For the twelve months ended May 31, 2021, Western Asset Global High Income Fund Inc. returned 18.06% based on its net asset value (“NAV”)vi and 24.19% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Aggregate Index, the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Indexvii and the J.P. Morgan Emerging Markets Index Global (“EMBI Global”)viii, returned -0.40%, 14.90% and 8.96%, respectively, for the same period. The Lipper High Yield (Leveraged) Closed-End Funds Category Averageix returned 22.32% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

 

 2 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


During the twelve-month period, the Fund made distributions to shareholders totaling $0.80 per share of which $0.25 will be treated as return of capital for tax purposes.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of May 31, 2021. Past performance is no guarantee of future results.

 

Performance Snapshot as of May 31, 2021  
Price Per Share     12-Month
  Total Return**
 
$10.66 (NAV)     18.06 %† 
$10.40 (Market Price)     24.19 %‡ 

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 absolute performance during the reporting period was its security selection. Our overweight allocations to reopening trades outperformed as markets looked forward to a post-pandemic environment of greater global economic activity. Western Midstream Operating LP, Oasis Petroleum Inc., Delta Air Lines Inc., Petrobras Global Finance BV, Global Aircraft Leasing Co. Ltd., Range Resources Corp., and United Airlines Holdings Inc. were all additive for returns. The Fund’s positioning in the Energy space was rewarded, as energy and commodity prices moved higher and fundamental performance stabilized during the reporting period. Lastly, the Fund’s overweight in Communication Services company DISH DBS Corp. (DISH Network Corp.) (“DISH”) was rewarded. DISH posted solid fundamental performance, generated free cash flow and deleveraged its balance sheet, sending the Fund’s bonds higher in price.

Q. What were the leading detractors from performance?

A. The largest detractor from results was security selection in the Capital Goods1 sector. In particular, an underweight to Bombardier Inc., a Canadian manufacturer of business jets, was a drag on returns, as it performed well given the economic rebound. From a sector allocation perspective, an overweight to Communication Services sector was a marginal drag on performance.

 

*

For the character of distributions paid during the fiscal year ended May 31, 2021, please refer to page 43 of this report.

 

1 

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

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 3 

 


Fund overview (cont’d)

 

Looking for additional information?

The Fund is traded under the symbol “EHI” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol “XEHIX” 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 High Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

Sincerely,

Western Asset Management Company, LLC

June 16, 2021

RISKS: 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 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, including credit risk, inflation risk, call risk and interest rate risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. The Fund may use derivatives, such as options, futures contracts, swap agreements and credit default swaps, which can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political, social and economic conditions. These risks are magnified in emerging or developing markets. Emerging market countries tend to have economic, political and legal systems that are less developed and are less stable than those of more developed countries. High yield bonds, also known as “junk bonds”, involve greater credit risk (risk of default) and liquidity risk than investment grade bonds. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadvisers. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.

 

 

 4 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Portfolio holdings and breakdowns are as of May 31, 2021 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 7 through 24 for a list and percentage breakdown of the Fund’s holdings.

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 May 31, 2021 were: Energy (25.1%), Sovereign Bonds (19.3%), Communication Services (18.7%), Industrials (16.8%) and Consumer Discretionary (16.8%). 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.

 

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 federal funds rate is the target interest rate set by the Federal Open Market Committee at which commercial banks borrow and lend their excess reserves to each other overnight.

 

iii

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.

 

iv

The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index B Component is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index and is comprised of B-rated securities included in this index.

 

v

The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Component is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index and is comprised of Caa-rated securities included in this index.

 

vi

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.

 

vii 

The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market.

 

viii 

The J.P. Morgan 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.

 

ix

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the twelve-month period ended May 31, 2021, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 38 funds in the Fund’s Lipper category.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 5 

 


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 May 31, 2021 and May 31, 2020 and does not include derivatives such as 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%.

 

 

 6 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Schedule of investments

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 110.0%                                
Communication Services — 17.3%                                

Diversified Telecommunication Services — 3.8%

                               

Altice France Holding SA, Senior Secured Notes

    10.500     5/15/27       990,000     $ 1,108,057  (a) 

Altice France SA, Senior Secured Notes

    7.375     5/1/26       2,677,000       2,787,212  (a) 

Altice France SA, Senior Secured Notes

    8.125     2/1/27       856,000       934,110  (a) 

British Telecommunications PLC, Senior Notes

    9.625     12/15/30       60,000       93,251  

Cogent Communications Group Inc., Senior Secured Notes

    5.375     3/1/22       190,000       193,889  (a) 

Frontier Communications Holdings LLC, Senior Secured Notes

    5.000     5/1/28       1,240,000       1,272,550  (a) 

Intelsat Jackson Holdings SA, Senior Secured Notes

    8.000     2/15/24       740,000       766,522  (a) 

Lumen Technologies Inc., Senior Notes

    4.500     1/15/29       1,040,000       1,008,259  (a) 

Telecom Italia SpA, Senior Notes

    5.303     5/30/24       450,000       489,938  (a) 

Turk Telekomunikasyon AS, Senior Notes

    6.875     2/28/25       500,000       552,313  (a) 

Total Diversified Telecommunication Services

 

            9,206,101  

Media — 7.4%

                               

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

    5.125     5/1/27       3,140,000       3,285,225  (a) 

Clear Channel Outdoor Holdings Inc., Senior Notes

    7.500     6/1/29       710,000       709,041  (a)(b) 

DISH DBS Corp., Senior Notes

    5.875     11/15/24       2,546,000       2,713,247  

DISH DBS Corp., Senior Notes

    7.750     7/1/26       6,717,000       7,638,572  

DISH DBS Corp., Senior Notes

    5.125     6/1/29       1,300,000       1,291,355  (a) 

Univision Communications Inc., Senior Secured Notes

    9.500     5/1/25       1,710,000       1,887,678  (a) 

Virgin Media Secured Finance PLC, Senior Secured Notes

    5.500     8/15/26       510,000       529,508  (a) 

Total Media

                            18,054,626  

Wireless Telecommunication Services — 6.1%

                               

CSC Holdings LLC, Senior Notes

    4.500     11/15/31       1,030,000       1,026,967  (a) 

Sprint Capital Corp., Senior Notes

    6.875     11/15/28       560,000       701,347  

Sprint Capital Corp., Senior Notes

    8.750     3/15/32       1,160,000       1,721,405  

Sprint Communications Inc., Senior Notes

    11.500     11/15/21       3,455,000       3,625,314  

Sprint Corp., Senior Notes

    7.250     9/15/21       1,440,000       1,464,019  

Sprint Corp., Senior Notes

    7.875     9/15/23       2,960,000       3,357,706  

T-Mobile USA Inc., Senior Notes

    2.875     2/15/31       1,250,000       1,207,337  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 7 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Wireless Telecommunication Services — continued

                               

VEON Holdings BV, Senior Notes

    7.504     3/1/22       1,050,000     $ 1,108,637  (c) 

VEON Holdings BV, Senior Notes

    7.504     3/1/22       450,000       475,130  (a) 

Total Wireless Telecommunication Services

                            14,687,862  

Total Communication Services

                            41,948,589  
Consumer Discretionary — 15.9%                                

Auto Components — 1.9%

                               

Adient Global Holdings Ltd., Senior Notes

    4.875     8/15/26       530,000       543,913  (a) 

Adient US LLC, Senior Secured Notes

    9.000     4/15/25       1,020,000       1,128,926  (a) 

American Axle & Manufacturing Inc., Senior Notes

    6.500     4/1/27       1,190,000       1,264,747  

JB Poindexter & Co. Inc., Senior Notes

    7.125     4/15/26       1,520,000       1,607,544  (a) 

Total Auto Components

                            4,545,130  

Automobiles — 2.2%

                               

Ford Motor Co., Senior Notes

    9.000     4/22/25       1,780,000       2,177,029  

Ford Motor Credit Co. LLC, Senior Notes

    4.250     9/20/22       200,000       206,630  

Ford Motor Credit Co. LLC, Senior Notes

    2.900     2/16/28       450,000       439,078  

Ford Motor Credit Co. LLC, Senior Notes

    4.000     11/13/30       880,000       898,674  

General Motors Co., Senior Notes

    6.125     10/1/25       350,000       416,321  

Nissan Motor Co. Ltd., Senior Notes

    4.810     9/17/30       1,120,000       1,239,996  (a) 

Total Automobiles

                            5,377,728  

Diversified Consumer Services — 2.1%

                               

Carriage Services Inc., Senior Notes

    6.625     6/1/26       1,120,000       1,175,653  (a) 

Carriage Services Inc., Senior Notes

    4.250     5/15/29       1,110,000       1,110,000  (a) 

Service Corp. International, Senior Notes

    7.500     4/1/27       770,000       933,494  

StoneMor Inc., Senior Secured Notes

    8.500     5/15/29       750,000       741,888  (a) 

WW International Inc., Senior Secured Notes

    4.500     4/15/29       960,000       961,085  (a) 

Total Diversified Consumer Services

                            4,922,120  

Hotels, Restaurants & Leisure — 8.7%

                               

1011778 BC ULC/New Red Finance Inc.,

                               

Senior Secured Notes

    4.250     5/15/24       842,000       851,860  (a) 

Carnival Corp., Senior Notes

    7.625     3/1/26       460,000       504,275  (a) 

Carnival Corp., Senior Notes

    5.750     3/1/27       1,210,000       1,287,137  (a) 

IRB Holding Corp., Senior Secured Notes

    7.000     6/15/25       1,160,000       1,254,714  (a) 

NCL Corp. Ltd., Senior Secured Notes

    12.250     5/15/24       1,480,000       1,794,419  (a) 

NCL Corp. Ltd., Senior Secured Notes

    10.250     2/1/26       2,280,000       2,664,921  (a) 

Royal Caribbean Cruises Ltd., Senior Notes

    5.500     4/1/28       1,210,000       1,275,037  (a) 

Saga PLC, Senior Notes

    3.375     5/12/24       1,270,000  GBP      1,752,692  (c) 

 

See Notes to Financial Statements.

 

 

 8 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Western Asset Global High Income 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       1,335,000     $ 1,385,289  (a) 

Viking Cruises Ltd., Senior Notes

    5.875     9/15/27       200,000       193,250  (a) 

Viking Cruises Ltd., Senior Notes

    7.000     2/15/29       1,430,000       1,468,374  (a) 

VOC Escrow Ltd., Senior Secured Notes

    5.000     2/15/28       1,724,000       1,737,120  (a) 

Wynn Macau Ltd., Senior Notes

    4.875     10/1/24       250,000       255,643  (a) 

Wynn Macau Ltd., Senior Notes

    5.625     8/26/28       960,000       1,012,834  (a) 

Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., Senior Notes

    7.750     4/15/25       2,710,000       2,920,025  (a) 

Yum! Brands Inc., Senior Notes

    7.750     4/1/25       620,000       675,028  (a) 

Total Hotels, Restaurants & Leisure

 

                    21,032,618  

Specialty Retail — 0.9%

                               

Magic Mergeco Inc., Senior Notes

    7.875     5/1/29       950,000       971,840  (a) 

Magic Mergeco Inc., Senior Secured Notes

    5.250     5/1/28       490,000       496,740  (a) 

Party City Holdings Inc., Senior Secured Notes

    8.750     2/15/26       690,000       731,400  (a) 

Total Specialty Retail

 

                    2,199,980  

Textiles, Apparel & Luxury Goods — 0.1%

                               

Hanesbrands Inc., Senior Notes

    4.875     5/15/26       250,000       268,075  (a)  

Total Consumer Discretionary

                            38,345,651  
Consumer Staples — 0.7%                                

Food Products — 0.3%

                               

Kraft Heinz Foods Co., Senior Notes

    4.375     6/1/46       740,000       794,802  

Household Products — 0.4%

                               

Spectrum Brands Inc., Senior Notes

    5.750     7/15/25       840,000       862,050  

Total Consumer Staples

                            1,656,852  
Energy — 24.7%                                

Oil, Gas & Consumable Fuels — 24.7%

                               

Apache Corp., Senior Notes

    5.100     9/1/40       1,400,000       1,446,627  

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

    7.625     12/15/25       100,000       108,262  (a) 

Continental Resources Inc., Senior Notes

    3.800     6/1/24       1,040,000       1,093,373  

Continental Resources Inc., Senior Notes

    4.375     1/15/28       790,000       858,138  

Continental Resources Inc., Senior Notes

    4.900     6/1/44       300,000       325,832  

Diamondback Energy Inc., Senior Notes

    3.500     12/1/29       730,000       774,369  

Ecopetrol SA, Senior Notes

    5.875     5/28/45       1,500,000       1,556,250  

El Paso Natural Gas Co. LLC, Senior Notes

    8.375     6/15/32       70,000       101,999  

EQM Midstream Partners LP, Senior Notes

    6.500     7/1/27       610,000       671,930  (a) 

EQT Corp., Senior Notes

    3.900     10/1/27       1,380,000       1,475,427  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 9 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

EQT Corp., Senior Notes

    8.500     2/1/30       880,000     $ 1,145,280  

Kinder Morgan Inc., Senior Notes

    7.750     1/15/32       1,390,000       1,972,186  

Lukoil International Finance BV, Senior Notes

    6.656     6/7/22       496,000       526,194  (c) 

MEG Energy Corp., Secured Notes

    6.500     1/15/25       200,000       207,208  (a) 

NGPL PipeCo LLC, Senior Notes

    7.768     12/15/37       1,430,000       1,973,578  (a) 

Oasis Petroleum Inc., Senior Notes

    6.375     6/1/26       1,310,000       1,332,925  (a)(b) 

Occidental Petroleum Corp., Senior Notes

    6.950     7/1/24       440,000       489,830  

Occidental Petroleum Corp., Senior Notes

    2.900     8/15/24       710,000       709,113  

Occidental Petroleum Corp., Senior Notes

    5.550     3/15/26       450,000       480,938  

Occidental Petroleum Corp., Senior Notes

    6.200     3/15/40       310,000       327,484  

Petrobras Global Finance BV, Senior Notes

    4.375     5/20/23       690,000       732,435  

Petrobras Global Finance BV, Senior Notes

    6.875     1/20/40       2,190,000       2,590,770  

Petrobras Global Finance BV, Senior Notes

    6.750     1/27/41       3,910,000       4,557,144  

Petroleos del Peru SA, Senior Notes

    4.750     6/19/32       750,000       781,125  (a) 

Petroleos Mexicanos, Senior Notes

    6.375     1/23/45       3,732,000       3,208,960  

Range Resources Corp., Senior Notes

    5.000     3/15/23       1,100,000       1,133,000  

Range Resources Corp., Senior Notes

    4.875     5/15/25       770,000       784,438  

Range Resources Corp., Senior Notes

    9.250     2/1/26       4,580,000       5,057,465  

Range Resources Corp., Senior Notes

    8.250     1/15/29       430,000       480,058  (a) 

Rockies Express Pipeline LLC, Senior Notes

    6.875     4/15/40       1,070,000       1,153,144  (a) 

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

    6.500     7/15/27       1,220,000       1,323,724  

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

    6.875     1/15/29       560,000       623,000  

Transcontinental Gas Pipe Line Co. LLC, Senior Notes

    7.850     2/1/26       1,500,000       1,913,968  

Transportadora de Gas del Sur SA, Senior Notes

    6.750     5/2/25       1,430,000       1,258,986  (a) 

Western Midstream Operating LP, Senior Notes

    5.300     2/1/30       340,000       375,275  

Western Midstream Operating LP, Senior Notes

    5.450     4/1/44       2,000,000       2,074,780  

Western Midstream Operating LP, Senior Notes

    5.300     3/1/48       500,000       512,500  

Western Midstream Operating LP, Senior Notes

    6.500     2/1/50       6,216,000       6,930,436  

Williams Cos. Inc., Senior Notes

    3.700     1/15/23       500,000       521,247  

 

See Notes to Financial Statements.

 

 

 10 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

Williams Cos. Inc., Senior Notes

    4.550     6/24/24       680,000     $ 752,693  

Williams Cos. Inc., Senior Notes

    7.500     1/15/31       340,000       460,648  

Williams Cos. Inc., Senior Notes

    8.750     3/15/32       486,000       727,780  

Williams Cos. Inc., Senior Notes

    5.750     6/24/44       1,510,000       1,902,327  

WPX Energy Inc., Senior Notes

    8.250     8/1/23       180,000       206,499  

YPF SA, Senior Notes

    8.500     7/28/25       2,830,000       2,108,350  (a) 

Total Energy

                            59,747,695  
Financials — 16.5%                                

Banks — 11.5%

                               

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       1,200,000       1,362,000  (d)(e) 

Barclays Bank PLC, Subordinated Notes

    10.179     6/12/21       2,520,000       2,526,795  (a) 

Barclays Bank PLC, Subordinated Notes

    7.625     11/21/22       366,000       400,571  

Barclays PLC, Junior Subordinated Notes (8.000% to 6/15/24 then 5 year Treasury Constant Maturity Rate + 5.672%)

    8.000     6/15/24       900,000       1,023,188  (d)(e) 

BBVA Bancomer SA, Subordinated Notes (5.125% to 1/17/28 then 5 year Treasury Constant Maturity Rate + 2.650%)

    5.125     1/18/33       1,840,000       1,920,675   (a)(e) 

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

    7.375     8/19/25       1,360,000       1,581,102  (a)(d)(e) 

Citigroup Inc., Junior Subordinated Notes (5.950% to 5/15/25 then 3 mo. USD LIBOR + 3.905%)

    5.950     5/15/25       540,000       594,270   (d)(e) 

Citigroup Inc., Junior Subordinated Notes (6.300% to 5/15/24 then 3 mo. USD LIBOR + 3.423%)

    6.300     5/15/24       1,030,000       1,109,938   (d)(e) 

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

    8.125     12/23/25       2,160,000       2,625,057  (a)(d)(e) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.710     1/15/26       4,250,000       4,811,899  (a) 

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

    6.100     10/1/24       1,000,000       1,085,625  (d)(e) 

Natwest Group PLC, Junior Subordinated Notes (7.648% to 9/30/31 then 3 mo. USD LIBOR + 2.500%)

    7.648     9/30/31       660,000       966,715  (d)(e) 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 11 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                               

Natwest Group PLC, Junior Subordinated Notes (8.625% to 8/15/21 then USD 5 year ICE Swap Rate + 7.598%)

    8.625     8/15/21       760,000     $ 769,508  (d)(e) 

NatWest Markets NV, Subordinated Notes

    7.750     5/15/23       490,000       549,189  

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

    7.375     6/24/22       1,240,000  GBP      1,864,058  (c)(d)(e) 

TC Ziraat Bankasi AS, Senior Notes

    5.125     9/29/23       1,890,000       1,934,509  (a) 

UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%)

    7.296     4/2/34       2,170,000       2,593,085  (a)(e) 

Total Banks

                            27,718,184  

Capital Markets — 1.2%

                               

Credit Suisse Group AG, Junior Subordinated Notes (7.250% to 9/12/25 then USD 5 year ICE Swap Rate + 4.332%)

    7.250     9/12/25       1,770,000       1,975,311  (a)(d)(e) 

UBS Group AG, Junior Subordinated Notes (7.000% to 1/31/24 then USD 5 year ICE Swap Rate + 4.344%)

    7.000     1/31/24       820,000       904,112  (a)(d)(e) 

Total Capital Markets

                            2,879,423  

Consumer Finance — 0.4%

                               

Navient Corp., Senior Notes

    5.875     10/25/24       480,000       511,212  

Navient Corp., Senior Notes

    6.750     6/15/26       410,000       452,078  

Total Consumer Finance

                            963,290  

Diversified Financial Services — 3.4%

                               

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

    4.625     10/15/27       1,640,000       1,815,139  

Allied Universal Holdco LLC/Allied Universal Finance Corp., Senior Notes

    6.000     6/1/29       810,000       822,450  (a) 

Allied Universal Holdco LLC/Allied Universal Finance Corp./Atlas Luxco 4 Sarl, Senior Secured Notes

    4.625     6/1/28       770,000       766,497  (a) 

GE Capital International Funding Co. Unlimited Co., Senior Notes

    3.373     11/15/25       1,000,000       1,093,159  

Global Aircraft Leasing Co. Ltd., Senior Notes (6.500% Cash or 7.250% PIK)

    6.500     9/15/24       3,779,825       3,787,422  (a)(f) 

Total Diversified Financial Services

                            8,284,667  

Total Financials

                            39,845,564  

 

See Notes to Financial Statements.

 

 

 12 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Health Care — 7.9%                                

Health Care Providers & Services — 1.1%

                               

CHS/Community Health Systems Inc., Senior Secured Notes

    8.000     3/15/26       750,000     $ 803,715  (a) 

Magellan Health Inc., Senior Notes

    4.900     9/22/24       820,000       902,521  

Tenet Healthcare Corp., Senior Secured Notes

    7.500     4/1/25       750,000       805,078  (a) 

Total Health Care Providers & Services

                            2,511,314  

Pharmaceuticals — 6.8%

                               

Bausch Health Americas Inc., Senior Notes

    8.500     1/31/27       1,110,000       1,190,475  (a) 

Bausch Health Cos. Inc., Senior Notes

    6.125     4/15/25       2,630,000       2,693,094  (a) 

Bausch Health Cos. Inc., Senior Secured Notes

    7.000     3/15/24       484,000       494,721  (a) 

Cidron Aida Finco Sarl, Senior Secured Notes

    6.250     4/1/28       540,000  GBP      781,446  (a) 

Endo Luxembourg Finance Co. I Sarl/Endo US Inc., Senior Secured Notes

    6.125     4/1/29       330,000       325,875  (a) 

Jazz Securities DAC, Senior Secured Notes

    4.375     1/15/29       830,000       854,684  (a) 

Teva Pharmaceutical Finance Co. BV, Senior Notes

    2.950     12/18/22       2,440,000       2,455,006  

Teva Pharmaceutical Finance IV BV, Senior Notes

    3.650     11/10/21       460,000       462,896  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    2.800     7/21/23       1,910,000       1,894,481  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    6.000     4/15/24       4,450,000       4,708,856  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       700,000       660,621  

Total Pharmaceuticals

                            16,522,155  

Total Health Care

                            19,033,469  
Industrials — 14.9%                                

Aerospace & Defense — 1.1%

                               

TransDigm Inc., Senior Secured Notes

    8.000     12/15/25       2,520,000       2,728,807  (a)  

Airlines — 11.3%

                               

American Airlines Inc./AAdvantage Loyalty IP Ltd., Senior Secured Notes

    5.500     4/20/26       160,000       168,605  (a) 

American Airlines Inc./AAdvantage Loyalty IP Ltd., Senior Secured Notes

    5.750     4/20/29       380,000       408,122  (a) 

Delta Air Lines Inc., Senior Notes

    3.625     3/15/22       2,470,000       2,511,157  

Delta Air Lines Inc., Senior Notes

    3.800     4/19/23       2,570,000       2,660,500  

Delta Air Lines Inc., Senior Notes

    2.900     10/28/24       840,000       852,102  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 13 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Airlines — continued

                               

Delta Air Lines Inc., Senior Notes

    7.375     1/15/26       690,000     $ 813,000  

Delta Air Lines Inc., Senior Secured Notes

    7.000     5/1/25       6,050,000       7,039,319  (a) 

Delta Air Lines Pass-Through Certificates Trust

    8.021     8/10/22       108,489       114,822  

Hawaiian Brand Intellectual Property Ltd./ HawaiianMiles Loyalty Ltd., Senior Secured Notes

    5.750     1/20/26       740,000       787,175  (a) 

Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., Senior Secured Notes

    6.500     6/20/27       2,500,000       2,747,637  (a) 

Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., Senior Secured Notes

    8.000     9/20/25       3,156,000       3,582,060  (a) 

United Airlines Holdings Inc., Senior Notes

    4.250     10/1/22       2,460,000       2,518,425  

United Airlines Holdings Inc., Senior Notes

    5.000     2/1/24       2,300,000       2,391,046  

United Airlines Inc., Senior Secured Notes

    4.625     4/15/29       420,000       434,448  (a) 

United Airlines Pass-Through Trust

    4.875     1/15/26       232,920       248,386  

Total Airlines

                            27,276,804  

Building Products — 0.5%

                               

Standard Industries Inc., Senior Notes

    5.000     2/15/27       1,240,000       1,285,148  (a)  

Commercial Services & Supplies — 0.8%

                               

CoreCivic Inc., Senior Notes

    8.250     4/15/26       920,000       899,746  

GFL Environmental Inc., Senior Notes

    8.500     5/1/27       834,000       916,458  (a) 

Total Commercial Services & Supplies

                            1,816,204  

Industrial Conglomerates — 0.2%

                               

Alfa SAB de CV, Senior Notes

    6.875     3/25/44       400,000       522,000  (a)  

Machinery — 0.2%

                               

Titan International Inc., Senior Secured Notes

    7.000     4/30/28       570,000       594,766  (a)  

Trading Companies & Distributors — 0.8%

                               

H&E Equipment Services Inc., Senior Notes

    3.875     12/15/28       1,440,000       1,394,770  (a) 

United Rentals North America Inc., Senior Notes

    5.500     5/15/27       500,000       529,375  

Total Trading Companies & Distributors

                            1,924,145  

Total Industrials

                            36,147,874  
Information Technology — 2.9%                                

Communications Equipment — 0.9%

                               

CommScope Inc., Senior Notes

    8.250     3/1/27       1,920,000       2,052,000  (a) 

CommScope Technologies LLC, Senior Notes

    6.000     6/15/25       32,000       32,710  (a) 

Total Communications Equipment

                            2,084,710  

 

See Notes to Financial Statements.

 

 

 14 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡    Rate      Maturity
Date
     Face
Amount†
     Value  

Software — 0.5%

                                   

Helios Software Holdings Inc./ION Corporate Solutions Finance Sarl, Senior Secured Notes

     4.625      5/1/28        1,330,000      $ 1,298,213  (a)  

Technology Hardware, Storage & Peripherals — 1.5%

 

                 

Dell International LLC/EMC Corp., Senior Notes

     7.125      6/15/24        1,010,000        1,031,462  (a) 

Seagate HDD Cayman, Senior Notes

     4.750      6/1/23        410,000        439,735  

Seagate HDD Cayman, Senior Notes

     4.750      1/1/25        1,330,000        1,452,786  

Seagate HDD Cayman, Senior Notes

     4.875      6/1/27        630,000        688,905  

Total Technology Hardware, Storage & Peripherals

 

              3,612,888  

Total Information Technology

                                6,995,811  
Materials — 6.4%                                    

Chemicals — 1.5%

                                   

Braskem America Finance Co., Senior Notes

     7.125      7/22/41        1,060,000        1,292,935  (c) 

Orbia Advance Corp. SAB de CV, Senior Notes

     5.875      9/17/44        1,000,000        1,181,750  (a) 

Sasol Financing USA LLC, Senior Notes

     5.500      3/18/31        1,000,000        1,047,620  

Total Chemicals

                                3,522,305  

Containers & Packaging — 1.7%

                                   

ARD Finance SA, Senior Secured Notes (6.500% Cash or 7.250% PIK)

     6.500      6/30/27        1,080,000        1,128,654  (a)(f) 

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

     6.000      2/15/25        890,000        917,991  (a) 

Pactiv LLC, Senior Notes

     7.950      12/15/25        1,020,000        1,134,750  

Trivium Packaging Finance BV, Senior Notes

     8.500      8/15/27        950,000        1,023,582  (a) 

Total Containers & Packaging

                                4,204,977  

Metals & Mining — 3.2%

                                   

Anglo American Capital PLC, Senior Notes

     4.875      5/14/25        1,470,000        1,667,200  (a) 

ArcelorMittal SA, Senior Notes

     7.250      10/15/39        1,140,000        1,568,945  

First Quantum Minerals Ltd., Senior Notes

     7.250      4/1/23        1,340,000        1,367,932  (a) 

Freeport-McMoRan Inc., Senior Notes

     3.875      3/15/23        680,000        705,911  

Southern Copper Corp., Senior Notes

     5.250      11/8/42        1,620,000        1,965,870  

Teck Resources Ltd., Senior Notes

     6.000      8/15/40        460,000        575,681  

Total Metals & Mining

                                7,851,539  

Total Materials

                                15,578,821  
Real Estate — 0.8%                                    

Equity Real Estate Investment Trusts (REITs) — 0.8%

 

                 

CoreCivic Inc., Senior Notes

     4.750      10/15/27        668,000        549,781  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 15 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡

  Rate     Maturity
Date
    Face
Amount†
    Value  

Equity Real Estate Investment Trusts (REITs) — continued

                               

Diversified Healthcare Trust, Senior Notes

    9.750     6/15/25       660,000     $ 734,969  

XHR LP, Senior Secured Notes

    4.875     6/1/29       530,000       539,302  (a) 

Total Real Estate

                            1,824,052  
Utilities — 2.0%                                

Electric Utilities — 0.5%

                               

FirstEnergy Corp., Senior Notes

    7.375     11/15/31       330,000       440,033  

Pampa Energia SA, Senior Notes

    7.500     1/24/27       900,000       761,859  (a) 

Total Electric Utilities

                            1,201,892  

Gas Utilities — 1.2%

                               

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

    5.875     3/1/27       2,400,000       2,509,500  

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

    5.000     6/1/31       340,000       343,982  (a) 

Total Gas Utilities

                            2,853,482  

Independent Power and Renewable Electricity Producers — 0.3%

                               

Minejesa Capital BV, Senior Secured Notes

    5.625     8/10/37       780,000       810,420   (a) 

Total Utilities

                            4,865,794  

Total Corporate Bonds & Notes (Cost — $225,790,868)

 

    265,990,172  
Sovereign Bonds — 19.3%                                

Argentina — 1.2%

                               

Argentine Republic Government International Bond, Senior Notes

    1.000     7/9/29       508,291       198,218  

Argentine Republic Government International Bond, Senior Notes, Step bond
(0.125% to 7/9/21 then 0.500%)

    0.125     7/9/30       1,408,700       522,332  

Provincia de Buenos Aires, Senior Notes

    9.950     6/9/21       3,280,000       1,459,633  *(a)(g) 

Provincia de Cordoba, Senior Notes, Step bond (3.000% to 6/1/21, 5.000% to 6/1/22 then 6.990%)

    3.000     6/1/27       1,040,000       639,610  (a) 

Total Argentina

                            2,819,793  

Bahamas — 0.2%

                               

Bahamas Government International Bond, Senior Notes

    6.950     11/20/29       468,000       494,676  (a) 

Brazil — 0.1%

                               

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/25       1,242,000  BRL      252,914  

Chile — 0.4%

                               

Chile Government International Bond, Senior Notes

    2.550     1/27/32       1,000,000       1,010,800  

 

See Notes to Financial Statements.

 

 

 16 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Colombia — 0.6%

                               

Colombia Government International Bond, Senior Notes

    7.375     9/18/37       1,042,000     $ 1,356,163  

Costa Rica — 0.2%

                               

Costa Rica Government International Bond, Senior Notes

    7.158     3/12/45       500,000       528,750  (a) 

Croatia — 0.4%

                               

Croatia Government International Bond, Senior Notes

    5.500     4/4/23       450,000       491,793  (c) 

Croatia Government International Bond, Senior Notes

    5.500     4/4/23       410,000       448,079  (a) 

Total Croatia

                            939,872  

Ecuador — 0.1%

                               

Ecuador Government International Bond, Senior Notes, Step bond (0.500% to 7/31/21 then 1.000%)

    0.500     7/31/35       500,000       352,500  (a) 

Egypt — 0.9%

                               

Egypt Government International Bond, Senior Notes

    7.600     3/1/29       1,950,000       2,178,735  (a) 

Ghana — 0.6%

                               

Ghana Government International Bond

    10.750     10/14/30       920,000       1,172,103  (a) 

Ghana Government International Bond, Senior Notes

    8.125     1/18/26       270,000       291,993  (a) 

Total Ghana

                            1,464,096  

Guatemala — 0.2%

                               

Guatemala Government Bond, Senior Notes

    4.375     6/5/27       370,000       404,780  (a) 

Honduras — 0.2%

                               

Honduras Government International Bond, Senior Notes

    7.500     3/15/24       400,000       432,080  (c) 

Indonesia — 1.8%

                               

Indonesia Government International Bond, Senior Notes

    1.850     3/12/31       2,250,000       2,175,593  

Indonesia Government International Bond, Senior Notes

    6.625     2/17/37       1,135,000       1,530,831  (c) 

Indonesia Treasury Bond

    8.250     7/15/21       7,604,000,000  IDR      535,885  

Indonesia Treasury Bond

    8.375     3/15/34       209,000,000  IDR      16,227  

Total Indonesia

                            4,258,536  

Ivory Coast — 0.4%

                               

Ivory Coast Government International Bond, Senior Notes, Step bond

    5.750     12/31/32       1,060,417       1,072,842  (a) 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 17 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Jamaica — 0.3%

                               

Jamaica Government International Bond, Senior Notes

    8.000     3/15/39       500,000     $ 710,250  

Kenya — 0.3%

                               

Kenya Government International Bond, Senior Notes

    7.250     2/28/28       600,000       667,275  (a) 

Mexico — 0.7%

                               

Mexican Bonos, Senior Notes

    7.750     11/23/34       33,060,000  MXN      1,778,935  

Nigeria — 1.0%

                               

Nigeria Government International Bond, Senior Notes

    7.875     2/16/32       2,200,000       2,391,763  (c) 

Oman — 0.4%

                               

Oman Government International Bond, Senior Notes

    5.625     1/17/28       1,000,000       1,051,050  (a) 

Panama — 1.3%

                               

Panama Government International Bond, Senior Notes

    2.252     9/29/32       3,270,000       3,143,320  

Paraguay — 0.8%

                               

Paraguay Government International Bond, Senior Notes

    2.739     1/29/33       1,990,000       1,930,300  (a) 

Peru — 1.8%

                               

Peruvian Government International Bond, Senior Notes

    7.350     7/21/25       750,000       923,366  

Peruvian Government International Bond, Senior Notes

    1.862     12/1/32       1,030,000       938,212  

Peruvian Government International Bond, Senior Notes

    8.750     11/21/33       1,604,000       2,495,022  

Total Peru

                            4,356,600  

Russia — 3.4%

                               

Russian Federal Bond — OFZ

    7.000     1/25/23       74,770,000  RUB      1,037,508  

Russian Federal Bond — OFZ

    7.750     9/16/26       375,770,000  RUB      5,399,243  

Russian Federal Bond — OFZ

    6.900     5/23/29       124,560,000  RUB      1,704,552  

Russian Foreign Bond — Eurobond, Senior Notes

    12.750     6/24/28       42,000       70,116  (c) 

Total Russia

                            8,211,419  

Senegal — 0.2%

                               

Senegal Government International Bond, Senior Notes

    6.250     7/30/24       450,000       502,007  (c) 

Turkey — 1.0%

                               

Turkey Government International Bond, Senior Notes

    4.250     4/14/26       2,500,000       2,385,750  

 

See Notes to Financial Statements.

 

 

 18 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Ukraine — 0.8%

                               

Ukraine Government International Bond, Senior Notes

    7.375     9/25/32       1,950,000     $ 2,071,682  (a) 

Total Sovereign Bonds (Cost — $43,294,315)

 

            46,766,888  
U.S. Government & Agency Obligations — 8.9%                                

U.S. Government Obligations — 8.9%

                               

U.S. Treasury Notes

    1.625     5/31/23       2,500,000       2,573,926  (h) 

U.S. Treasury Notes

    2.750     8/31/23       4,250,000       4,495,454  (h) 

U.S. Treasury Notes

    2.875     9/30/23       2,700,000       2,869,066  (h) 

U.S. Treasury Notes

    2.125     11/30/23       4,750,000       4,977,109  (h) 

U.S. Treasury Notes

    2.125     3/31/24       3,000,000       3,157,207  (h) 

U.S. Treasury Notes

    2.000     6/30/24       3,250,000       3,416,690  (h) 

Total U.S. Government & Agency Obligations (Cost — $20,255,542)

 

    21,489,452  
Senior Loans — 3.8%                                
Consumer Discretionary — 0.8%                                

Hotels, Restaurants & Leisure — 0.4%

                               

Royal Caribbean Cruises Ltd., First Lien Term Loan A

          4/5/22       1,000,000       965,000  (i) 

Specialty Retail — 0.4%

                               

PetsMart LLC, Initial Term Loan (the greater of 3 mo. USD LIBOR or 0.750% + 3.750%)

    4.500     2/11/28       1,060,000       1,065,035  (e)(j)(k) 

Total Consumer Discretionary

                            2,030,035  
Health Care — 0.5%                                

Pharmaceuticals — 0.5%

                               

Jazz Financing Lux Sarl, Initial Dollar Term Loan (the greater of 1 mo. USD LIBOR or 0.500% + 3.500%)

    4.000     5/5/28       1,160,000       1,166,422  (e)(j)(k) 
Industrials — 1.9%                                

Airlines — 1.9%

                               

JetBlue Airways Corp., Term Loan (the greater of 3 mo. USD LIBOR or 1.000% + 5.250%)

    6.250     6/17/24       1,838,375       1,882,930  (e)(j)(k) 

United Airlines Inc., Term Loan B (the greater of 3 mo. USD LIBOR or 0.750% + 3.750%)

    4.500     4/21/28       2,700,000       2,726,495  (e)(i)(j)(k) 

Total Industrials

                            4,609,425  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 19 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Materials — 0.6%                                

Chemicals — 0.6%

                               

INEOS US Petrochem LLC, 2026 Dollar Term Loan B (the greater of 3 mo. USD LIBOR or 0.500% + 2.750%)

    3.250     1/29/26       1,320,000     $ 1,316,370  (e)(j)(k) 

Total Senior Loans (Cost — $9,019,897)

                            9,122,252  
Convertible Bonds & Notes — 1.4%                                
Communication Services — 1.4%                                

Media — 1.4%

                               

DISH Network Corp., Senior Notes (Cost — $2,812,583)

    3.375     8/15/26       3,370,000       3,486,265  
                   Shares         
Convertible Preferred Stocks — 0.4%                                
Energy — 0.4%                                

Oil, Gas & Consumable Fuels — 0.4%

                               

Targa Resources Corp. (Cost — $882,000)

    9.500             840       894,923  
Common Stocks — 0.3%                                
Consumer Discretionary — 0.1%                                

Specialty Retail — 0.1%

                               

Party City Holdco Inc.

                    35,946       331,781  * 
Energy — 0.0%††                                

Energy Equipment & Services — 0.0%††

                               

Hercules Offshore Inc. (Escrow)

                    37,071       22,423  *(l)(m) 

KCAD Holdings I Ltd.

                    77,972,021       0  *(l)(m)(n) 

Total Energy

                            22,423  
Financials — 0.2%                                

Capital Markets — 0.2%

                               

EG Acquisition Corp.

                    43,230       430,571   * 

Total Common Stocks (Cost — $2,317,046)

                            784,775  

Total Investments before Short-Term Investments (Cost — $304,372,251)

 

    348,534,727  

 

See Notes to Financial Statements.

 

 

 20 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Shares     Value  
Short-Term Investments — 0.1%                        

Western Asset Premier Institutional Government Reserves, Premium Shares (Cost — $134,264)

    0.010     134,264     $ 134,264  (o)  

Total Investments — 144.2% (Cost — $304,506,515)

 

    348,668,991  

Liabilities in Excess of Other Assets — (44.2)%

                    (106,806,374

Total Net Assets — 100.0%

                  $ 241,862,617  

 

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

 

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

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

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

 

(b)

Securities traded on a when-issued or delayed delivery basis.

 

(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)

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

 

(e)

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.

 

(f)

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

 

(g)

The coupon payment on this security is currently in default as of May 31, 2021.

 

(h)

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

 

(i)

All or a portion of this loan is unfunded as of May 31, 2021. The interest rate for fully unfunded term loans is to be determined.

 

(j)

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

 

(k)

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.

 

(l) 

Security is valued in good faith in accordance with procedures approved by the Board of Directors (Note 1).

 

(m)

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

 

(n)

Value is less than $1.

 

(o)

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At May 31, 2021, the total market value of investments in Affiliated Companies was $134,264 and the cost was $134,264 (Note 9).

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 21 

 


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Abbreviation(s) used in this schedule:

BRL   — Brazilian Real
GBP   — British Pound
ICE   — Intercontinental Exchange
IDR   — Indonesian Rupiah
LIBOR   — London Interbank Offered Rate
MXN   — Mexican Peso
OFZ   — Obligatsyi Federal’novo Zaima (Russian Federal Loan Obligation)
PIK   — Payment-In-Kind
RUB   — Russian Ruble
USD   — United States Dollar

At May 31, 2021, the Fund had the following open reverse repurchase agreements:

 

Counterparty    Rate      Effective
Date
     Maturity
Date
    

Face Amount

of Reverse
Repurchase
Agreements

     Asset Class
of Collateral*
   Collateral
Value**
 
Deutsche Bank AG      0.070      5/26/2021        8/26/2021      $ 21,448,500      U.S. Government & Agency Obligations    $ 21,641,398  

 

*

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

 

**

Including accrued interest.

At May 31, 2021, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
   

Currency

Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depre3ciation)
 
EUR     100,899     USD     120,017     Citibank N.A.     7/19/21     $ 3,149  
MXN     1,511,611     USD     74,120     Citibank N.A.     7/19/21       1,335  
CAD     498,209     USD     412,551     Goldman Sachs Group Inc.     7/19/21       (172)  
USD     1,392,226     GBP     1,013,195     Goldman Sachs Group Inc.     7/19/21       (45,725)  
USD     680,735     CAD     830,000     JPMorgan Chase & Co.     7/19/21       (6,275)  
Total                                   $ (47,688)  

 

Abbreviation(s) used in this table:

CAD    — Canadian Dollar
EUR    — Euro
GBP    — British Pound
MXN    — Mexican Peso
USD    — United States Dollar

 

See Notes to Financial Statements.

 

 

 22 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

 

Western Asset Global High Income Fund Inc.

 

Summary of Investments by Country** (unaudited)       
United States      60.6
Israel      2.9  
United Kingdom      2.9  
Brazil      2.7  
Russia      2.5  
Mexico      2.5  
France      2.3  
Italy      2.3  
Peru      2.0  
Argentina      2.0  
Luxembourg      1.5  
Indonesia      1.5  
Turkey      1.4  
Cayman Islands      1.1  
Netherlands      0.9  
Panama      0.9  
Colombia      0.8  
Switzerland      0.8  
South Africa      0.8  
Canada      0.7  
Nigeria      0.7  
Egypt      0.6  
Ukraine      0.6  
Paraguay      0.6  
Ireland      0.5  
Ghana      0.4  
Zambia      0.4  
Macau      0.4  
Japan      0.4  
Ivory Coast      0.3  
Oman      0.3  
Chile      0.3  
Croatia      0.3  
Jamaica      0.2  
Kenya      0.2  
Costa Rica      0.2  
Senegal      0.1  
Bahamas      0.1  
Honduras      0.1  
Guatemala      0.1  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 23 

 


Schedule of investments (cont’d)

May 31, 2021

 

Western Asset Global High Income Fund Inc.

 

Summary of Investments by Country** (unaudited) (cont’d)       
Ecuador      0.1
Short-Term Investments      0.0 ‡ 
       100.0

 

**

As a percentage of total investments. Please note that the Fund holdings are as of May 31, 2021 and are subject to change.

Represents less than 0.1%.

 

See Notes to Financial Statements.

 

 

 24 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Statement of assets and liabilities

May 31, 2021

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $304,372,251)

   $ 348,534,727  

Investments in affiliated securities, at value (Cost — $134,264)

     134,264  

Foreign currency, at value (Cost — $956,679)

     946,122  

Interest and dividends receivable

     4,678,905  

Receivable for securities sold

     1,128,763  

Unrealized appreciation on forward foreign currency contracts

     4,484  

Other receivables

     2,647  

Prepaid expenses

     8,947  

Total Assets

     355,438,859  
Liabilities:         

Loan payable (Note 6)

     85,500,000  

Payable for open reverse repurchase agreements (Note 3)

     21,448,500  

Payable for securities purchased

     4,664,066  

Distributions payable

     1,520,719  

Investment management fee payable

     251,746  

Unrealized depreciation on forward foreign currency contracts

     52,172  

Directors’ fees payable

     10,667  

Interest expense payable

     8,800  

Accrued expenses

     119,572  

Total Liabilities

     113,576,242  
Total Net Assets    $ 241,862,617  
Net Assets:         

Par value ($0.001 par value; 22,697,297 shares issued and outstanding; 100,000,000 shares authorized)

   $ 22,697  

Paid-in capital in excess of par value

     307,508,971  

Total distributable earnings (loss)

     (65,669,051)  
Total Net Assets    $ 241,862,617  
Shares Outstanding      22,697,297  
Net Asset Value      $10.66  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 25 

 


Statement of operations

For the Year Ended May 31, 2021

 

Investment Income:         

Interest

   $ 29,368,398  

Dividends

     22,041  

Less: Foreign taxes withheld

     (119,240)  

Total Investment Income

     29,271,199  
Expenses:         

Investment management fee (Note 2)

     4,042,076  

Interest expense (Notes 3 and 6)

     1,073,186  

Commitment fees (Note 6)

     165,002  

Directors’ fees

     125,741  

Legal fees

     105,239  

Audit and tax fees

     74,793  

Transfer agent fees

     48,168  

Shareholder reports

     24,016  

Stock exchange listing fees

     22,047  

Custody fees

     20,737  

Fund accounting fees

     8,000  

Insurance

     6,570  

Miscellaneous expenses

     5,068  

Total Expenses

     5,720,643  

Less: Fee waivers and/or expense reimbursements (Note 2)

     (2,190)  

Net Expenses

     5,718,453  
Net Investment Income      23,552,746  
Realized and Unrealized Gain (Loss) on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     19,481,745 † 

Forward foreign currency contracts

     (225,337)  

Foreign currency transactions

     (88,192)  

Net Realized Gain

     19,168,216  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     16,823,460  

Forward foreign currency contracts

     (5,233)  

Foreign currencies

     103,558  

Change in Net Unrealized Appreciation (Depreciation)

     16,921,785  
Net Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions      36,090,001  
Increase in Net Assets From Operations    $ 59,642,747  

 

Net of foreign capital gains tax of $23,061.

 

See Notes to Financial Statements.

 

 

26

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Statements of changes in net assets

 

For the Years Ended May 31,    2021      2020  
Operations:                  

Net investment income

   $ 23,552,746      $ 33,533,365  

Net realized gain (loss)

     19,168,216        (31,786,592)  

Change in net unrealized appreciation (depreciation)

     16,921,785        (3,032,725)  

Increase (Decrease) in Net Assets From Operations

     59,642,747        (1,285,952)  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (19,645,733)        (30,138,905)  

Return of capital

     (5,694,904)        (4,158,234)  

Decrease in Net Assets From Distributions to Shareholders

     (25,340,637)        (34,297,139)  
Fund Share Transactions:                  

Cost of shares repurchased (0 and 239,229 shares repurchased, respectively)
(Note 8)

            (1,781,056)  

Cost of shares repurchased through tender offer (21,170,180 and 0 shares repurchased, respectively) (Note 5)

     (219,958,165)         

Decrease in Net Assets From Fund Share Transactions

     (219,958,165)        (1,781,056)  

Decrease in Net Assets

     (185,656,055)        (37,364,147)  
Net Assets:                  

Beginning of year

     427,518,672        464,882,819  

End of year

   $ 241,862,617      $ 427,518,672  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 27 

 


Statement of cash flows

For the Year Ended May 31, 2021

 

Increase (Decrease) in Cash:         
Cash Flows from Operating Activities:         

Net increase in net assets resulting from operations

   $ 59,642,747  

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

        

Purchases of portfolio securities

     (194,914,810)  

Sales of portfolio securities

     491,139,799  

Net purchases, sales and maturities of short-term investments

     4,821,863  

Payment-in-kind

     (265,550)  

Net inflation adjustment

     (37,426)  

Net amortization of premium (accretion of discount)

     (4,363,662)  

Decrease in receivable for securities sold

     7,917,061  

Decrease in security litigation proceeds receivable

     22,127  

Decrease in interest and dividends receivable

     4,420,281  

Decrease in prepaid expenses

     9,701  

Decrease in other receivables

     682  

Decrease in payable for securities purchased

     (3,661,138)  

Decrease in investment management fee payable

     (181,114)  

Increase in Directors’ fees payable

     859  

Decrease in interest expense payable

     (48,058)  

Decrease in accrued expenses

     (10,485)  

Net realized gain on investments

     (19,481,745)  

Change in net unrealized appreciation (depreciation) of investments and forward foreign currency contracts

     (16,818,227)  

Net Cash Provided in Operating Activities*

     328,192,905  
Cash Flows from Financing Activities:         

Distributions paid on common stock (net of distributions payable)

     (26,759,039)  

Decrease in loan facility borrowings

     (72,500,000)  

Decrease in payable for reverse repurchase agreements

     (9,254,250)  

Payment for shares repurchased through tender offer

     (219,958,165)  

Net Cash Used by Financing Activities

     (328,471,454)  
Net Decrease in Cash and Restricted Cash      (278,549)  
Cash and restricted cash at beginning of year      1,224,671  
Cash and restricted cash at end of year    $ 946,122  

 

*

Included in operating expenses is cash paid of $1,251,242 for interest and commitment fees.

 

 

The following table provides a reconciliation of cash (including foreign currency) and restricted cash reported within the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows.

 

      May 31, 2021  
Cash      $946,122  
Restricted cash       
Total cash and restricted cash shown in the Statement of Cash Flows      $946,122  

 

See Notes to Financial Statements.

 

 

28

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Financial highlights

 

 

For a share of capital stock outstanding throughout each year ended May 31:  
     20211     20201     20191     20181     20171  
Net asset value, beginning of year     $9.75       $10.54       $10.58       $11.31       $10.55  
Income (loss) from operations:          

Net investment income

    0.72       0.76       0.72       0.73       0.82  

Net realized and unrealized gain (loss)

    0.96       (0.78)       (0.04)       (0.69)       0.98  

Total income (loss) from operations

    1.68       (0.02)       0.68       0.04       1.80  
Less distributions from:          

Net investment income

    (0.55)       (0.69)       (0.70)       (0.75)       (0.93)  

Return of capital

    (0.25)       (0.09)       (0.04)       (0.03)       (0.11)  

Total distributions

    (0.80)       (0.78)       (0.74)       (0.78)       (1.04)  

Anti-dilutive impact of repurchase plan

          0.01 2      0.03 2      0.01 2       

Anti-dilutive impact of tender offer

    0.03 3                         
Net asset value, end of year     $10.66       $9.75       $10.54       $10.58       $11.31  
Market price, end of year     $10.40       $9.07       $9.59       $9.18       $10.23  

Total return, based on NAV4,5

    18.06     (0.17) %6,7      6.90     0.29     17.82
Total return, based on Market Price8     24.19     2.66     13.17     (2.99)     19.21
Net assets, end of year (millions)     $242       $428       $465       $475       $512  

Ratios to average net assets:

                                       

Gross expenses

    1.69     2.76 %7      2.54     2.06 %9      1.89 %9 

Net expenses10

    1.69       2.73 7      2.52       2.02 9      1.82 9 
Net investment income     6.95       7.29       6.93       6.58       7.41  
Portfolio turnover rate     43     60     89     97     78
Supplemental data:          

Loan Outstanding, End of Year (000s)

    $85,500       $158,000       $180,000       $168,000       $171,000  

Asset Coverage Ratio for Loan Outstanding11

    383     371     358     383     399

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding11

    $3,829       $3,706       $3,583       $3,829       $3,992  

Weighted Average Loan (000s)

    $111,103       $175,765       $177,490       $170,507       $156,400  

Weighted Average Interest Rate on Loan

    0.92     2.74     3.06     2.36     1.72

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 29 

 


Financial highlights (cont’d)

 

1 

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

 

2 

The repurchase plan was completed at an average repurchase price of $7.50 for 239,229 shares and $1,781,056 for the year ended May 31, 2020, $8.74 for 816,259 shares and $7,135,435 for the year ended May 31, 2019 and $9.50 for 319,205 shares and $3,031,002 for the year ended May 31, 2018.

 

3 

The tender offer was completed at a price of $10.39 for 21,170,180 shares and $219,958,165 for the year ended May 31, 2021.

 

4 

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

 

5 

The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.

 

6 

The total return includes gains from settlement of security litigations. Without these gains, the total return would have been -0.27% for the year ended May 31, 2020.

 

7 

Included in the expense ratios and total return are certain non-recurring legal and transfer agent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 2.49% and 2.47%, respectively, and total return would have been 0.04% for the year ended May 31, 2020.

 

8 

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.

 

9 

Included in the expense ratios are certain non-recurring reorganization fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would not have changed for the year ended May 31, 2018, would have been 1.87% and 1.80%, respectively, for the year ended May 31, 2017 and 1.76% and 1.69%, respectively, for the year ended May 31, 2016.

 

10 

Reflects fee waivers and/or expense reimbursements.

 

11 

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

 

See Notes to Financial Statements.

 

 

30

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Global High Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Board of Directors authorized 100 million shares of $0.001 par value common stock. The Fund’s primary investment objective is high current income. The Fund’s secondary objective is total return. Under normal market conditions, the Fund invests in a global portfolio of securities consisting of below investment grade fixed income securities, emerging market fixed income securities and investment grade fixed income securities. On August 14, 2020, the Board of Directors of the Fund approved amendments to the Fund’s bylaws. The amended and restated bylaws were subsequently filed on Form 8-K and are available on the SEC’s website at www.sec.gov.

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 typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the 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 Global Fund Valuation Committee (formerly known as Legg Mason North Atlantic Fund Valuation Committee prior to March 1, 2021) (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 31 

 


Notes to financial statements (cont’d)

 

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.)

 

 

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.

 

 

 32 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


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

        $ 265,990,172           $ 265,990,172  

Sovereign Bonds

          46,766,888             46,766,888  

U.S. Government & Agency Obligations

          21,489,452             21,489,452  

Senior Loans

          9,122,252             9,122,252  

Convertible Bonds & Notes

          3,486,265             3,486,265  

Convertible Preferred Stocks

          894,923             894,923  

Common Stocks:

                               

Energy

              $ 22,423       22,423  

Other Common Stocks

  $ 762,352                   762,352  
Total Long-Term Investments     762,352       347,749,952       22,423       348,534,727  
Short-Term Investments†     134,264                   134,264  
Total Investments   $ 896,616     $ 347,749,952     $ 22,423     $ 348,668,991  
Other Financial Instruments:                                

Forward Foreign Currency Contracts††

        $ 4,484           $ 4,484  
Total   $ 896,616     $ 347,754,436     $ 22,423     $ 348,673,475  
LIABILITIES  
Description  

Quoted Prices

(Level 1)

   

Other Significant
Observable
Inputs

(Level 2)

   

Significant
Unobservable

Inputs

(Level 3)

    Total  
Other Financial Instruments:                                

Forward Foreign Currency Contracts††

        $ 52,172           $ 52,172  

 

See Schedule of Investments for additional detailed categorizations.

 

††

Reflects the unrealized appreciation (depreciation) of the instruments.

(b) 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.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 33 

 


Notes to financial statements (cont’d)

 

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.

(c) 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 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.

(d) Unfunded loan commitments. The Fund may enter into certain credit agreements where all or a portion of the total amount committed 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 May 31, 2021, the Fund had sufficient cash and/or securities to cover these commitments.

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

(f) 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.

 

 

 34 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


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.

(g) Inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value or interest rate is periodically adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

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

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

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

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the 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.

 

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 35 

 


Notes to financial statements (cont’d)

 

(j) 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.

(k) 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.

(l) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The 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 (“OTC”) derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or net asset value per share over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

 

 

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    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

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

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

As of May 31, 2021, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $52,172. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

(m) 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.

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

(o) 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.

(p) 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.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 37 

 


Notes to financial statements (cont’d)

 

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of May 31, 2021, 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.

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates. Realized gains upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries.

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

 

        Total Distributable
Earnings (Loss)
     Paid-in
Capital
(a)      $(45,526)      $45,526

 

(a)

Reclassifications are due to differences between actual and estimated information which adjusted the prior year return of capital.

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 (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) are the Fund’s subadvisers. As of July 31, 2020, LMPFA, Western Asset, Western Asset Limited and Western Asset Singapore are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Prior to July 31, 2020, LMPFA, Western Asset, Western Asset Limited and Western Asset Singapore were wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources.

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.85% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings.

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited and Western Asset Singapore provide certain subadvisory services to the Fund relating to currency transactions and investment in non-U.S. dollar denominated securities. Western Asset Limited and Western Asset Singapore do not receive any compensation from the Fund and are compensated by Western Asset for its services to the Fund. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it receives from the Fund. Western Asset pays Western Asset Limited and Western Asset Singapore 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.

 

 

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    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

During the 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.

The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund.

During the year ended May 31, 2021, fees waived and/or expenses reimbursed amounted to $2,190.

As of July 31, 2020, all officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund. Prior to July 31, 2020, all officers and one Trustee of the Trust were employees of Legg Mason and did not receive compensation from the Trust.

3. Investments

During the year ended May 31, 2021, 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        $172,926,626          $21,988,184  
Sales        454,722,137          36,417,662  

At May 31, 2021, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
    

Net

Unrealized
Appreciation
(Depreciation)

 
Securities      $307,723,967        $47,174,703        $(6,229,679)        $40,945,024  
Forward foreign currency contracts             4,484        (52,172)        (47,688)  

Transactions in reverse repurchase agreements for the Fund during the year ended May 31, 2021 were as follows:

 

Average Daily
Balance*
 

Weighted Average

Interest Rate*

 

Maximum Amount

Outstanding

$25,552,963   0.200%   $30,788,875

 

*

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

Interest rates on reverse repurchase agreements ranged from 0.070% to 0.720% during the year ended May 31, 2021. Interest expense incurred on reverse repurchase agreements totaled $51,126.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 39 

 


Notes to financial statements (cont’d)

 

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 May 31, 2021.

 

ASSET DERIVATIVES1
      Foreign
Exchange Risk
Forward foreign currency contracts    $4,484

 

LIABILITY DERIVATIVES1
      Foreign
Exchange Risk
Forward foreign currency contracts    $52,172

 

1 

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

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended May 31, 2021. 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
      Foreign
Exchange Risk
Forward foreign currency contracts    $(225,337)

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
      Foreign
Exchange Risk
Forward foreign currency contracts    $(5,233)

During the year ended May 31, 2021, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
Forward foreign currency contracts (to buy)      $1,756,158
Forward foreign currency contracts (to sell)      3,417,171

 

 

 40 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

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 May 31, 2021.

 

Counterparty   

Gross Assets

Subject to

Master

Agreements1

    

Gross

Liabilities

Subject to

Master

Agreements1

     Net Assets
(Liabilities)
Subject to
Master
Agreements
     Collateral
Pledged
(Received)
     Net
Amount2
 
Citibank N.A.    $ 4,484             $ 4,484             $ 4,484  
Goldman Sachs Group Inc.           $ (45,897)        (45,897)               (45,897)  
JPMorgan Chase & Co.             (6,275)        (6,275)               (6,275)  
Total    $ 4,484      $ (52,172)      $ (47,688)             $ (47,688)  

 

1  

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

 

2 

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

5. Tender offer

On June 22, 2020, the Fund’s Board of Directors authorized (subject to certain conditions) a cash tender offer for up to 50% of the Fund’s outstanding shares at a price per share equal to 99.5% of the Fund’s net asset value per share as of the business day immediately following the expiration date of the tender offer. On October 19, 2020, the Fund commenced its tender offer, which expired on November 16, 2020. On November 19, 2020, the Fund announced the final results of the tender offer. The Fund accepted 21,170,180 duly tendered and not withdrawn shares, representing approximately 48% of the Fund’s outstanding shares. The shares accepted for tender were repurchased at a price of $10.39, equal to 99.5% of the per share net asset value, $10.44, as of the close of the regular trading session of the New York Stock Exchange on November 17, 2020. Payment for such shares was made on November 19, 2020. Shares that were not tendered remain outstanding.

6. Loan

The Fund has a revolving credit agreement with The Bank of Nova Scotia (“Credit Agreement”), which allows the Fund to borrow up to an aggregate amount of $180,000,000 and renews daily for a 179-day term, unless notice to the contrary is given to the Fund. Effective January 7, 2021, unless renewed, the Credit Agreement will terminate on January 6, 2022. The Fund pays a commitment fee on the unutilized portion of the loan commitment amount at an annual rate of 0.25%, except that the commitment fee is 0.15% in the event that the aggregate outstanding principal balance of the loan is equal to or greater than 75% of $180,000,000. The interest on the loan is calculated at a variable rate based on LIBOR plus any applicable margin. Securities held by the Fund are subject to a lien, granted to The Bank of Nova Scotia, 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 that could limit the Fund’s ability to utilize borrowing under the agreement.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 41 

 


Notes to financial statements (cont’d)

 

Interest expense related to this loan for the year ended May 31, 2021 was $1,020,863. For the year ended May 31, 2021, the Fund incurred commitment fees of $165,002. For the year ended May 31, 2021, based on the number of days during the reporting period that the Fund had an outstanding balance under the Credit Agreement, the Fund had an average daily loan balance outstanding of $111,102,740 and the weighted average interest rate was 0.92%. At May 31, 2021 the Fund had $85,500,000 of borrowings outstanding per the Credit Agreement.

7. Distributions subsequent to May 31, 2021

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  
5/21/2021        6/1/2021        $ 0.0670  
6/23/2021        7/1/2021        $ 0.0670  
7/23/2021        8/2/2021        $ 0.0670  
8/24/2021        9/1/2021        $ 0.0670  

8. Stock repurchase program

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has 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 May 31, 2021, the Fund did not repurchase any shares.

Since the commencement of the stock repurchase program through May 31, 2021, the Fund repurchased 1,374,693 shares or 3.04% of its common shares outstanding for a total amount of $11,947,493.

9. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended May 31, 2021. The following transactions were effected in such company for the year ended May 31, 2021.

 

    Affiliate
Value at
May 31,

2020
    Purchased     Sold  
     Cost     Shares     Cost     Shares  
Western Asset Premier Institutional Government Reserves, Premium Shares         $ 134,264       134,264              

 

 

 42 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


 

(cont’d)  

Realized

Gain (Loss)

    Interest
Income
    Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
    Affiliate
Value at
May 31,
2021
 
Western Asset Premier        
Institutional        
Government Reserves,        
Premium Shares         $ 0         $ 134,264  

 

*

Amount represents less than $1.

10. Income tax information and distributions to shareholders

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

 

        2021        2020  
Distributions paid from:                      
Ordinary income      $ 19,645,733        $ 30,138,905  
Tax return of capital        5,694,904          4,158,234  
Total distributions paid      $ 25,340,637        $ 34,297,139  

As of May 31, 2021, the components of distributable earnings (loss) on a tax basis were as follows:

 

Deferred capital losses*      $ (104,880,336)  
Other book/tax temporary differences(a)        (1,663,637)  
Unrealized appreciation (depreciation)(b)        40,874,922  
Total distributable earnings (loss) — net      $ (65,669,051)  

 

*  

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 difference between cash and accrual basis distributions paid, the realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, book/tax differences in the accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

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

11. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting (the “ASU”). The amendments in the ASU provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 43 

 


Notes to financial statements (cont’d)

 

requirements and believes the adoption of this ASU will not have a material impact on the financial statements.

12. Other matters

The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

*  *  *

The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of (i) the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023 and (ii) all other LIBOR settings, including the one-week and two-month USD LIBOR settings, immediately following the LIBOR publication on Friday, December 31, 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

 

 

 44 

    Western Asset Global High Income Fund Inc. 2021 Annual Report


Report of independent registered public accounting firm

 

To the Board of Directors and Shareholders of Western Asset Global High Income 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 High Income Fund Inc. (the “Fund”) as of May 31, 2021, the related statements of operations and cash flows for the year ended May 31, 2021, the statement of changes in net assets for each of the two years in the period ended May 31, 2021, including the related notes, and the financial highlights for each of the four years in the period ended May 31, 2021 (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 May 31, 2021, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended May 31, 2021 and the financial highlights for each of the four years in the period ended May 31, 2021 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 May 31, 2017 and the financial highlights for the year then ended (not presented herein, other than the financial highlights) were audited by other auditors whose report dated July 20, 2017 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 May 31, 2021 by correspondence with the custodian, agent banks and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

July 21, 2021

We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.

 

Western Asset Global High Income Fund Inc. 2021 Annual Report    

 

 

 45 

 


Additional shareholder information (unaudited)

 

Results of annual meeting of shareholders

The Annual Meeting of Shareholders of Western Asset Global High Income Fund Inc. was held on October 23, 2020 for the purpose of considering and voting upon the proposals presented at the Meeting. The following table provides information concerning the matters voted upon at the Meeting:

Election of directors

 

Nominees    Votes For     

Votes

Withheld

     Abstain  
Carol L. Colman      31,298,317        7,098,090        599,243  
Daniel P. Cronin      31,018,537        7,401,641        575,472  
Paolo M. Cucchi      30,947,288        7,466,189        582,173  

At May 31, 2021, in addition to Carol L. Colman, Daniel P. Cronin and Paolo M. Cucchi, the other Directors of the Fund were as follows:

Robert D. Agdern

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Ratification of Selection of Independent Registered Public Accountants

To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as independent registered public accountants of the Fund for the fiscal year ended May 31, 2021.

 

For    Against    Abstain
38,318,813    141,054    535,783

 

46     Western Asset Global High Income Fund Inc.


Fund announcement

On August 14, 2020, the Fund announced that it has elected, by resolution unanimously adopted by the Fund’s board of directors, to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”), effective immediately. The MCSAA protects the interests of all stockholders of a Maryland corporation by providing that any holder of “control shares” acquired in a “control share acquisition” will not be entitled to vote its shares unless the other stockholders of the corporation reinstate those voting rights at a meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding the “acquiring person” (i.e., the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares”) and any other holders of “interested shares” as defined in the MCSAA. Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.

Application of the MCSAA seeks to limit the ability of an acquiring person to achieve a short-term gain at the expense of the Fund’s ability to pursue its investment objective and policies and seek long-term value for the rest of the Fund’s stockholders. The above description of the MCSAA is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the MCSAA and the Fund’s bylaws for more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of “control shares.”

 

Western Asset Global High Income Fund Inc.    

 

 

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Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Western Asset Global High Income 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, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III
Term of office1 and length of time served   Since 2015
Principal occupation(s) during the past five years   Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC)
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   None
Carol L. Colman  
Year of birth   1946
Position(s) held with Fund1   Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I
Term of office1 and length of time served   Since 2003
Principal occupation(s) during the past five years   President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   None

 

48     Western Asset Global High Income Fund Inc.


 

Independent Directors† (cont’d)    
Daniel P. Cronin  
Year of birth   1946
Position(s) held with Fund1   Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I
Term of office1 and length of time served   Since 2003
Principal occupation(s) during the past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   None
 
Paolo M. Cucchi  
Year of birth   1941
Position(s) held with Fund1   Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I
Term of office1 and length of time served   Since 2007
Principal occupation(s) during the past five years   Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   None
 
William R. Hutchinson  
Year of birth   1942
Position(s) held with Fund1   Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served   Since 2003
Principal occupation(s) during the past five years   President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   Director (since 1994) and formerly, Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc-Corp. (financial services company)

 

Western Asset Global High Income Fund Inc.    

 

 

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Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors† (cont’d)    
Eileen A. Kamerick  
Year of birth   1958
Position(s) held with Fund1   Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, Class III
Term of office1 and length of time served   Since 2013
Principal occupation(s) during the past five years   Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016) and financial expert; Adjunct Professor, Georgetown University Law Center (since 2021); 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)   19
Other board memberships held by Director during the past five years   Director of ACV Auctions Inc. (since 2021); Trustee of AIG Funds and Anchor Series Trust (since 2018); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007)
 
Nisha Kumar  
Year of birth   1970
Position(s) held with Fund1   Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served   Since 2019
Principal occupation(s) during the past five years   Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign Relations
Number of portfolios in fund complex overseen by Director (including the Fund)   19
Other board memberships held by Director during the past five years   Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017-2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018)

 

50     Western Asset Global High Income 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 the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 145 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of portfolios in fund complex overseen by Director (including the Fund)   143
Other board memberships held by Director during the past five years   None
 
Additional Officers    

Fred Jensen

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

 
Year of birth   1963
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2020
Principal occupation(s) during the past five years   Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker-dealer) (2000 to 2003)
 

Jenna Bailey

Franklin Templeton

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 the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)

 

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Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers (cont’d)    

George P. Hoyt*

Franklin Templeton

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

   
Year of birth   1965
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020)
 

Thomas C. Mandia

Franklin Templeton

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 2006
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)
 

Christopher Berarducci

Franklin Templeton

620 Eighth Avenue, 47th Floor, New York, NY 10018

 
Year of birth   1974
Position(s) held with Fund1   Treasurer and Principal Financial Officer
Term of office1 and length of time served   Since 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

 

 

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    Western Asset Global High Income Fund Inc.


Additional Officers (cont’d)    

Jeanne M. Kelly

Franklin Templeton

620 Eighth Avenue, 47th 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 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

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”).

 

*

Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.

 

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 2023, year 2021 and year 2022, 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.

 

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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.

 

 

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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, 47th 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.

 

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Summary of information regarding the Fund (unaudited)

 

Investment Objectives

The Fund’s primary investment objective is high current income and secondary investment objective is total return.

Principal Investment Policies and Strategies

Under normal market conditions, the Fund will invest at least 10% and up to 80% of its total assets in (i) below investment grade (high yield) fixed income (debt) securities issued by corporate issuers.

Under normal market conditions, the Fund will invest at least 10% and up to 80% of its assets in emerging market fixed income securities.

Under normal market conditions, the Fund will invest at least 10% and up to 80% of its assets in investment grade fixed income securities.

The Fund usually will attempt to maintain a portfolio with a weighted average credit quality rated at least B3 by Moody’s or B- by S&P or an equivalent rating from any nationally recognized statistical rating organization. If a security is rated by multiple nationally recognized statistical rating organizations (“NRSROs”) and receives different ratings, the Fund will treat the security as being rated in the lowest rating category received from an NRSRO.

For temporary defensive purposes and in order to keep the Fund’s cash fully invested, the Fund may deviate from its investment objectives and policies and invest some or all of its assets in investments of non-corporate issuers, including high-quality, short-term debt securities. In addition, in anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Fund may invest up to 100% of its assets in U.S. government securities, certificates of deposit, repurchase agreements, or short term commercial paper. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadvisers.

As a temporary defensive strategy, the Fund may employ alternative strategies, including investment of all of the Fund’s assets in securities rated investment grade by any nationally recognized statistical rating organization, or in unrated securities of comparable quality.

The Fund may invest up to 20% of its managed assets in all types of equity securities, including common stocks traded on an exchange or in the over the counter market, preferred stocks, warrants, rights, convertible securities, depositary receipts, trust certificates, limited partnership interests, shares of other investment companies and REITs.

The Fund has no specific policy with regard to turnover.

The Fund may invest up to 15% of its managed assets in illiquid securities.

 

 

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The Fund may invest up to 10% of its total assets in any combination of publicly or privately traded mortgage REITs and hybrid REITs.

The Fund may invest in zero coupon securities, pay-in-kind bonds and deferred payment securities.

The Fund may invest in certain bank obligations, including certificates of deposit, bankers’ acceptances, and fixed time deposits.

The Fund may invest in collateralized debt obligations, collateralized bond obligations and collateralized loan obligations.

The average portfolio duration of the Fund will normally be within one to seven years based on the Investment Manager’s forecast for interest rates. Duration is a measure of the expected life of a debt security that is used to determine the sensitivity of a security’s price to changes in interest rates.

The Fund may not purchase or sell commodities or commodities contracts or oil, gas or mineral programs, but may purchase, sell, or enter into futures contracts, options on futures contracts, forward contracts, or interest rate, securities-related or other hedging instruments, including swap agreements and other derivative instruments.

Principal Risk Factors

There is no assurance that the Fund will meet its investment objectives. You may lose money on your investment in the Fund. The value of the Fund’s shares may go up or down, sometimes rapidly and unpredictably. Market conditions, financial conditions of issuers represented in the Fund’s portfolio, investment strategies, portfolio management, and other factors affect the volatility of the Fund’s shares. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

The following section includes a summary of the principal risks of investing in the Fund.

Fixed Income Securities Risk. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed income securities, including high-yield securities, are also subject to certain risks, including:

 

 

Issuer Risk. The value of fixed income securities may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services.

 

 

Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

  magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund’s exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful.

 

 

Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund’s income and distributions to stockholders. This is known as prepayment or “call” risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met. An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer.

 

 

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the market price of Common Shares or overall returns.

Below Investment Grade (High-Yield or Junk Bond) Securities Risk. The Fund may invest in high-yield debt securities. Debt securities rated below investment grade are commonly referred to as “high-yield” securities or “junk bonds” and are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Debt securities rated C or lower by Moody’s, CCC or lower by S&P or CC or lower by Fitch or comparably rated by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, determined by Western Asset to be of comparable quality are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal. Ratings may not accurately reflect the actual credit risk associated with a corporate security.

 

 

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Debt securities rated below investment grade generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of below investment grade instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. The secondary market for high-yield securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on the Fund’s ability to dispose of a particular security. There are fewer dealers in the market for high-yield securities than for investment grade obligations. The prices quoted by different dealers may vary significantly, and the spread between the bid and asked price is generally much larger for high-yield securities than for higher quality instruments. Under continuing adverse market or economic conditions, the secondary market for high-yield securities could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these securities may become illiquid. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of below investment grade securities, especially in a market characterized by a low volume of trading.

Foreign Securities and Emerging Markets Risk. The Fund’s investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk as compared to investment in U.S. securities or issuers with predominantly domestic exposure, such as less liquid, less regulated, less transparent and more volatile markets. The markets for some foreign securities are relatively new, and the rules and policies relating to these markets are not fully developed and may change. The value of the Fund’s investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable or unsuccessful government actions, tariffs and tax disputes, reduction of government or central bank support, inadequate accounting standards, lack of information and political, economic, financial or social instability. Foreign investments may also be adversely affected by U.S. government or international economic sanctions, which could eliminate the value of an investment. To the extent the Fund focuses its investments in a single country or only a few countries in a particular geographic region, economic, political, regulatory or other conditions affecting such country or region may have a greater impact on Fund performance relative to a more geographically diversified fund.

The risks of foreign investment are greater for investments in emerging markets. “Emerging market country” is defined as any country which is, at the time of investment, it is (i) represented in the J.P. Morgan Emerging Markets Bond Index Global Diversified or the J.P. Morgan Corporate Emerging Market Bond Index Broad or (ii) categorized by the World Bank

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

in its annual categorization as middle- or low-income. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.

Non-U.S. Government, or Sovereign, Debt Securities Risk. The Fund invests in non-U.S. government, or sovereign, debt securities. The ability of a government issuer, especially in an emerging market country, to make timely and complete payments on its debt obligations will be strongly influenced by the government issuer’s balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than U.S. dollars, its ability to make debt payments denominated in U.S. dollars could be adversely affected. If a government issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. There are no bankruptcy proceedings similar to those in the United States by which defaulted non-U.S. government debt may be collected. Additional factors that may influence a government issuer’s ability or willingness to service debt include, but are not limited to, a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and the issuer’s policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international agencies to which a government debtor may be subject.

Foreign Currency Risk. The value of investments denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.

Liquidity Risk. The Fund may invest in illiquid securities. Illiquid securities are securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after

 

 

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purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.

Common Stock Risk. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. In addition, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the prices of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The value of the common stocks in which the Fund may invest will be affected by changes in the stock markets generally, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. The common stocks of smaller companies are more sensitive to these changes than those of larger companies. Common stock risk will affect the Fund’s net asset value per share, which will fluctuate as the value of the securities held by the Fund change.

Preferred Stock Risk. Generally, the Fund has a greater flexibility to invest in equity securities. Preferred stocks are unique securities that combine some of the characteristics of both common stocks and bonds. Preferred stocks generally pay a fixed rate of return and are sold on the basis of current yield, like bonds. However, because they are equity securities, preferred stock provides equity ownership of a company, and the income is paid in the form of dividends. Preferred stocks typically have a yield advantage over common stocks as well as comparably-rated fixed income investments. Preferred stocks are typically subordinated to bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater credit risk than those debt instruments. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stocks also may be subject to optional or mandatory redemption provisions.

Convertible Securities Risk. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. Similar

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

to traditional fixed income securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument.

Risks of Warrants and Rights. Warrants and rights are subject to the same market risks as stocks, but may be more volatile in price. Warrants and rights do not carry the right to dividends or voting rights with respect to their underlying securities, and they do not represent any rights in the assets of the issuer. An investment in warrants or rights may be considered speculative. In addition, the value of a warrant or right does not necessarily change with the value of the underlying security and a warrant or right ceases to have value if it is not exercised prior to its expiration date. The purchase of warrants or rights involves the risk that the Fund could lose the purchase value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrants’ or rights’ expiration. Also, the purchase of warrants and rights involves the risk that the effective price paid for the warrant or right added to the subscription price of the related security may exceed the value of the subscribed security’s market price such as when there is no movement in the price of the underlying security.

REITs Risk. Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. An equity or hybrid REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage or hybrid REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their obligations. Mortgage and hybrid REITs are subject to the risks of accelerated prepayments of mortgage pools or pass-through securities, reliance on short-term financing and more highly leveraged capital structures. REITs are dependent upon the skills of their managers and are not diversified.

REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to stockholders and are subject to the risk of default by lessees and borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as healthcare, are also subject to industry related risks. Certain “special purpose” REITs may invest their assets in specific real estate sectors, such as hotels, nursing homes or warehouses, and are therefore subject to the risks associated with adverse developments in any such sectors.

 

 

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REITs are subject to management fees and other expenses. Therefore, investments in REITs will cause CRO to bear its proportionate share of the costs of the REITs’ operations. At the same time, CRO will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in REITs.

Mortgage-Backed and Asset-Backed Securities Risks. Mortgage-backed securities include, among other things, participation interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders and involve, among others, the following risks:

 

 

Credit and Market Risks of Mortgage-Backed Securities. Investments by the Fund in fixed rate and floating rate mortgage-backed securities will entail credit risks (i.e., the risk of non-payment of interest and principal) and market risks (i.e., the risk that interest rates and other factors could cause the value of the instrument to decline). Many issuers or servicers of mortgage-backed securities may guarantee timely payment of interest and principal on the securities, whether or not payments are made when due on the underlying mortgages. This kind of guarantee generally increases the quality of a security, but does not mean that the security’s market value and yield will not change. The value of all mortgage-backed securities also may change because of changes in the market’s perception of the creditworthiness of the organization that issues or guarantees them. In addition, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Fund as a holder of such securities, reducing the values of those securities or in some cases rendering them worthless. The Fund also may purchase securities that are not guaranteed or subject to any credit support.

Like bond investments, the value of fixed rate mortgage-backed securities will tend to rise when interest rates fall, and fall when rates rise. Floating rate mortgage-backed securities will generally tend to have more moderate changes in price when interest rates rise or fall, but their current yield will be affected.

In addition, the mortgage-backed securities market in general may be adversely affected by changes in governmental legislation or regulation. Factors that could affect the value of a mortgage-backed security include, among other things, the types and amounts of insurance which an individual mortgage or specific mortgage-backed security carries, the default and delinquency rate of the mortgage pool, the amount of time the mortgage loan has been outstanding, the loan-to-value ratio of each mortgage and the amount of overcollateralization or undercollateralization of the mortgage pool.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

Asset-backed securities represent participation in, or are secured by and payable from, assets such as installment sales or loan contracts, leases, credit card receivables, and other categories of receivables. Certain debt instruments may only pay principal at maturity or may only represent the right to receive payments of principal or payments of interest on underlying pools or mortgages, assets, or government securities, but not both. The value of these types of instruments may change more drastically than debt securities that pay both principal and interest. The Fund may obtain a below market yield or incur a loss on such instruments during periods of declining interest rates. Principal only and interest only instruments are subject to extension risk. For mortgage derivatives and structured securities that have imbedded leverage features, small changes in interest or prepayment rates may cause large and sudden price movements. Mortgage derivatives can also become illiquid and hard to value in declining markets.

 

 

Prepayment, Extension and Redemption Risks of Mortgage-Backed Securities. Mortgage-backed securities may reflect an interest in monthly payments made by the borrowers who receive the underlying mortgage loans. Although the underlying mortgage loans are for specified periods of time, such as 20 or 30 years, the borrowers can, and historically have, paid them off sooner. When a prepayment happens, a portion of the mortgage-backed security which represents an interest in the underlying mortgage loan will be prepaid. A borrower is more likely to prepay a mortgage which bears a relatively high rate of interest. This means that in times of declining interest rates, a portion of the Fund’s higher yielding securities are likely to be redeemed and the Fund will probably be unable to replace them with securities having as great a yield. Prepayments can result in lower yields to stockholders. The increased likelihood of prepayment when interest rates decline also limits market price appreciation of mortgage-backed securities. This is known as prepayment risk. Mortgage-backed securities also are subject to extension risk. Extension risk is the possibility that rising interest rates may cause prepayments to occur at a slower than expected rate. This particular risk may effectively change a security which was considered short or intermediate term into a long-term security. The values of long-term securities generally fluctuate more widely in response to changes in interest rates than short or intermediate-term securities. In addition, a mortgage-backed security may be subject to redemption at the option of the issuer. If a mortgage-backed security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem or “pay-off” the security, which could have an adverse effect on the Fund’s ability to achieve its investment objective.

 

 

Liquidity Risk of Mortgage-Backed Securities. The liquidity of mortgage-backed securities varies by type of security; at certain times the Fund may encounter difficulty in disposing of such investments. Because mortgage-backed securities have the potential to be less liquid than other securities, the Fund may be more susceptible to liquidity risks than funds that invest in other securities. In the past, in stressed markets, certain types of mortgage-backed securities suffered periods of illiquidity when disfavored by the market.

 

 

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Collateralized Mortgage Obligations. There are certain risks associated specifically with collateralized mortgage obligations (“CMOs”). CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. The average life of CMOs is determined using mathematical models that incorporate prepayment assumptions and other factors that involve estimates of future economic and market conditions. These estimates may vary from actual future results, particularly during periods of extreme market volatility. Further, under certain market conditions, such as those that occurred in 1994, 2007, 2008 and 2009, the average weighted life of certain CMOs may not accurately reflect the price volatility of such securities. For example, in periods of supply and demand imbalances in the market for such securities and/or in periods of sharp interest rate movements, the prices of CMOs may fluctuate to a greater extent than would be expected from interest rate movements alone. CMOs issued by private entities are not obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or by any government agency, although the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party credit support or guarantees, is insufficient to make payments when due, the holder could sustain a loss.

 

 

Adjustable Rate Mortgages. Adjustable Rate Mortgages (“ARMs”) contain maximum and minimum rates beyond which the mortgage interest rate may not vary over the lifetime of the security. In addition, many ARMs provide for additional limitations on the maximum amount by which the mortgage interest rate may adjust for any single adjustment period. Alternatively, certain ARMs contain limitations on changes in the required monthly payment. In the event that a monthly payment is not sufficient to pay the interest accruing on an ARM, any excess interest is added to the principal balance of the mortgage loan, which is repaid through future monthly payments. If the monthly payment for such an instrument exceeds the sum of the interest accrued at the applicable mortgage interest rate and the principal payment required at such point to amortize the outstanding principal balance over the remaining term of the loan, the excess is used to reduce the then-outstanding principal balance of the ARM.

In addition, certain ARMs may provide for an initial fixed, below-market or “teaser” interest rate. During this initial fixed-rate period, the payment due from the related mortgagor may be less than that of a traditional loan. However, after the “teaser” rate expires, the monthly payment required to be made by the mortgagor may increase dramatically when the interest rate on the mortgage loan adjusts. This increased burden on the mortgagor may increase the risk of delinquency or default on the mortgage loan and in turn, losses on the mortgage-backed security into which that loan has been bundled.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

 

Interest and Principal Only Securities Risk. One type of stripped mortgage-backed security pays to one class all of the interest from the mortgage assets (the interest-only, or “IO” class), while the other class will receive all of the principal (the principal-only, or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities. If the assets underlying the IO class experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully, or at all, its initial investment in these securities. Conversely, PO class securities tend to decline in value if prepayments are slower than anticipated.

Derivatives Risk. The Fund may utilize a variety of derivative instruments for investment or risk management purposes, such as options, futures contracts, swap agreements and credit default swaps. Generally derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates and related indexes. Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, credit risk and management risk. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to its derivative transactions will affect the value of those instruments. By using derivatives that expose the Fund to counterparties, the Fund assumes the risk that its counterparties could experience financial hardships that could call into question their continued ability to perform their obligations. In addition, in the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value. If the Fund is owed this fair market value in the termination of the derivative transaction and its claim is unsecured, the Fund will be treated as a general creditor of such counterparty, and will not have any claim with respect to the underlying security. As a result, concentrations of such derivatives in any one counterparty would subject the Fund to an additional degree of risk with respect to defaults by such counterparty. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with an underlying asset, interest rate or index. Suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce exposure to other risks when that would be beneficial. If the Fund invests in a derivative instrument, it could lose more than the principal amount invested. Derivative instruments can be illiquid, may disproportionately increase losses and may have a potentially large impact on the Fund’s performance.

 

 

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The Securities and Exchange Commission adopted a new rule on October 28, 2020 that mandates that a fund’s derivatives risk management program provide for specific items as required by the rule, including compliance with a VaR test. Compliance with these new requirements will be required after a transition period that ends on August 19, 2022. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund’s investments in derivatives, which could adversely affect shareholders.

Risks of Futures and Options on Futures. The use by the Fund of futures contracts and options on futures contracts to hedge interest rate risks involves special considerations and risks, as described below.

 

 

Successful use of hedging transactions depends upon Western Asset’s ability to correctly predict the direction of changes in interest rates. There can be no assurance that any particular hedging strategy will succeed.

 

 

There might be imperfect correlation, or even no correlation, between the price movements of a futures or option contract and the movements of the interest rates being hedged. Such a lack of correlation might occur due to factors unrelated to the interest rates being hedged, such as market liquidity and speculative or other pressures on the markets in which the hedging instrument is traded.

 

 

Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable movements in the interest rates being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable movements in the hedged interest rates.

 

 

There is no assurance that a liquid secondary market will exist for any particular futures contract or option thereon at any particular time. If the Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position.

 

 

There is no assurance that the Fund will use hedging transactions. For example, if the Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transactions.

Risks of Futures and Options on Futures. The use by the Fund of futures contracts and options on futures contracts to hedge interest rate risks involves special considerations and risks, as described below.

 

 

Successful use of hedging transactions depends upon Western Asset’s ability to correctly predict the direction of changes in interest rates. There can be no assurance that any particular hedging strategy will succeed.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

 

There might be imperfect correlation, or even no correlation, between the price movements of a futures or option contract and the movements of the interest rates being hedged. Such a lack of correlation might occur due to factors unrelated to the interest rates being hedged, such as market liquidity and speculative or other pressures on the markets in which the hedging instrument is traded.

 

 

Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable movements in the interest rates being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable movements in the hedged interest rates.

 

 

There is no assurance that a liquid secondary market will exist for any particular futures contract or option thereon at any particular time. If the Fund were unable to liquidate a futures contract or an option on a futures contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position.

 

 

There is no assurance that the Fund will use hedging transactions. For example, if the Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transactions.

Credit Default Swap Risk. The Fund may invest in credit default swap transactions for hedging or investment purposes. Credit default swap agreements involve greater risks than if the Fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract, provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or “par value,” of the reference obligation through either physical settlement or cash settlement. The Fund may be either the buyer or seller in a credit default swap transaction. If the Fund is a buyer and no event of default occurs, the Fund will have made a series of periodic payments and recover nothing of monetary value. However, if an event of default occurs, the Fund (if the buyer) will receive the full notional value of the reference obligation either through a cash payment in exchange for the asset or a cash payment in addition to owning the reference assets. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and five years, provided that there is no event of default. The sale of a credit default swap is a form of leverage. The Fund currently segregates assets on the Fund’s records in the form of cash, cash equivalents or liquid securities in an amount equal to the notional value of the credit default swaps of which it is the seller or otherwise covers such obligations. If such assets are not fully segregated or otherwise covered by the Fund, the use of credit default swap transactions could then be considered senior securities for

 

 

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purposes of the 1940 Act. Recent market developments related to credit default swaps have prompted increased scrutiny with respect to these instruments. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, credit default swaps may in the future be subject to increased regulation. Such regulation may limit the Fund’s ability to use credit default swaps. Although the Fund will seek to realize gains by writing credit default swaps that increase in value, to realize gains on writing credit default swaps, an active secondary market for such instruments must exist or the Fund must otherwise be able to close out these transactions at advantageous times. If no such secondary market exists or the Fund is otherwise unable to close out these transactions at advantageous times, writing credit default swaps may not be profitable for the Fund.

The market for credit default swaps has become more volatile in recent years as the creditworthiness of certain counterparties has been questioned and/or downgraded. If a counterparty’s credit becomes significantly impaired, multiple requests for collateral posting in a short period of time could increase the risk that the Fund may not receive adequate collateral. The Fund may exit its obligations under a credit default swap only by terminating the contract and paying applicable breakage fees, or by entering into an offsetting credit default swap position, which may cause the Fund to incur more losses.

Repurchase Agreements Risk. Subject to its investment objective and policies, the Fund may invest in repurchase agreements for leverage or investment purposes. Repurchase agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Fund seeks to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Fund follows procedures approved by the Fund’s Board of Directors that are designed to minimize such risks. These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions whose financial condition will be continually monitored by Western Asset. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

Reverse Repurchase Agreements Risk. The Fund’s use of reverse repurchase agreements involves many of the same risks involved in the Fund’s use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that the Fund has sold but remains obligated to repurchase. In addition, there is a risk that the market value of the securities retained by the Fund may decline. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Fund’s net asset value will decline, and, in some cases, the Fund may be worse off than if it had not used such instruments.

Senior Loans Risk. The Fund may invest in first lien senior secured loans (“Senior Loans”) issued by banks, other financial institutions, and other investors to corporations, partnerships, limited liability companies and other entities to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings and, to a lesser extent, for general operating and other purposes. An investment in Senior Loans involves risk that the borrowers under Senior Loans may default on their obligations to pay principal or interest when due. In the event a borrower fails to pay scheduled interest or principal payments on a Senior Loan held by the Fund, the Fund will experience a reduction in its income and a decline in the market value of the Senior Loan, which will likely reduce dividends and lead to a decline in the net asset value of the Fund. If the Fund acquires a Senior Loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risk with respect to that lender.

The Fund will generally invest in Senior Loans that are secured with specific collateral. However, there can be no assurance that liquidation of collateral would satisfy the borrower’s obligation in the event of non-payment or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund could experience delays and limitations on its ability to realize the benefits of the collateral securing the Senior Loan. Senior Loans are typically structured as floating rate instruments in which the interest rate payable on the obligation fluctuates with interest rate changes. As a result, the yield on Senior Loans will generally decline in a falling interest rate environment causing the Fund to experience a reduction in the income it receives from a Senior Loan. Senior Loans are generally of below investment grade quality and may be unrated at the time of investment; are generally not registered with the SEC or state securities commissions; and are generally not listed on any securities exchange. In addition, the amount of public information available on Senior Loans is generally less extensive than that available for other types of assets.

 

 

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Second Lien Loans Risk. Second senior secured lien loans (“Second Lien Loans”) generally are subject to similar risks as those associated with investments in Senior Loans. Because Second Lien Loans are subordinated or unsecured and thus lower in priority of payment to Senior Loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Second Lien Loans generally have greater price volatility than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien Loans, which would create greater credit risk exposure for the holders of such loans. Second Lien Loans share the same risks as other below investment grade securities.

Loan Participations and Assignments Risk. The Fund may invest in participations in loans or assignments of all or a portion of loans from third parties. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. Certain participations may be structured in a manner designed to avoid purchasers of participations being subject to the credit risk of the lender with respect to the participation, but even under such a structure, in the event of the lender’s insolvency, the lender’s servicing of the participation may be delayed and the assignability of the participation impaired. The Fund will acquire participations only if the lender interpositioned between the Fund and the borrower is determined by Western Asset to be creditworthy.

Smaller Company Risk. The general risks associated with income-producing securities are particularly pronounced for securities issued by companies with smaller market capitalizations. These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. As a result, they may be subject to greater levels of credit, market and issuer risk. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities and their values may fluctuate more sharply than other securities. Companies with medium-sized market capitalizations may have risks similar to those of smaller companies.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset, Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) and Western Asset Management Company Limited in London (“Western Asset Limited”, together with Western Singapore, the “Non-U.S. Subadvisers” and individually, each a “Non-U.S. Subadviser”) and each individual investment professional may not be successful in selecting the best performing securities or investment techniques, and the Fund’s performance may lag behind that of similar funds.

Potential Conflicts of Interest Risk. LMPFA, Western Asset, the Non-U.S. Subadvisers (together with LMPF and Western Asset, the “Managers”) and the Fund’s investment professionals have interests which may conflict with the interests of the Fund. In particular, LMPFA also manages, and Western Asset serves as subadviser to, another closed-end investment company listed on the NYSE that has an investment objective and investment strategies that are substantially similar to the Fund. Further, the Managers may at some time in the future manage and/or advise other investment funds or accounts with the same investment objective and strategies as the Fund. As a result, the Managers and the Fund’s investment professionals may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Managers and the Fund’s investment professionals may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. At times, an investment professional may determine that an investment opportunity may be appropriate for only some accounts for which he or she exercises investment responsibility, or may decide that certain accounts should take differing positions with respect to a particular security. In these cases, the investment professional may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, an investment professional may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.

Rating Agency Risk. Credit ratings are issued by rating agencies which are private services that provide ratings of the credit quality of debt obligations, including convertible securities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks or the liquidity of securities. Rating agencies may fail to make timely

 

 

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changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, in recent years there have been instances in which the initial rating assigned by a rating agency to a security failed to take account of adverse economic developments which subsequently occurred, leading to losses that were not anticipated based on the initial rating. To the extent that the issuer of a security pays a rating agency for the analysis of its security, an inherent conflict of interest may exist that could affect the reliability of the rating. The ratings of a debt security may change over time. As a result, debt instruments held by the Fund could receive a higher rating or a lower rating during the period in which they are held. The Fund will not necessarily sell a security when its rating is reduced below its rating at the time of purchase.

Investments in mortgage-related securities may involve particularly high levels of risk under current market conditions.

Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on the Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to stockholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.

Counterparty Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.

When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed income securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.

 

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Summary of information regarding the Fund (unaudited) (cont’d)

 

Leverage Risk. The Fund is authorized to use leverage in amounts of up to approximately 33 1/3% of its total assets immediately after such borrowing and/or issuance. The value of your investment may be more volatile if the Fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the Fund’s portfolio. The Fund may also have to sell assets at inopportune times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the Fund’s assets. In addition, the Fund’s portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the Fund’s assets declines between the time a redemption request is deemed to be received by the Fund and the time the Fund liquidates assets to meet redemption requests.

Portfolio Turnover Risk. The Fund’s annual portfolio turnover rate may vary greatly from year to year. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on the Fund’s performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Fund’s current and accumulated earnings and profits, resulting in a greater portion of the Fund’s distributions being treated as a dividend to the Fund’s stockholders. The portfolio turnover rate of the Fund will vary from year to year, as well as within a given year.

Temporary Defensive Strategies Risk. When Western Asset anticipates unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed income securities that Western Asset considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objectives.

Market Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Shares in a relatively short period. Whether investors will realize gains or losses upon the sale of Common Shares will depend not upon the Fund’s net asset value but upon whether

 

 

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    Western Asset Global High Income Fund Inc.


 

the market price of Common Shares at the time of sale is above or below the investor’s purchase price for Common Shares. Because the market price of Common Shares will be determined by factors such as relative supply of and demand for Common Shares in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether Common Shares will trade at, above or below net asset value. The Common Shares are designed primarily for long-term investors and you should not view the Fund as a vehicle for trading purposes.

Anti-Takeover Provisions. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.

Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund’s investments may be negatively affected.

The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained economic downturn or a global recession,

 

Western Asset Global High Income Fund Inc.    

 

 

 75 

 


Summary of information regarding the Fund (unaudited) (cont’d)

 

domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. Certain risks, such as interest rate risk, credit risk, liquidity risk and counterparty risk, may be heightened as a result of such market events. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of (i) the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023 and (ii) all other LIBOR settings, including the one-week and two-month USD LIBOR settings, immediately following the LIBOR publication on Friday, December 31, 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

Operational Risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.

Cybersecurity Risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or proprietary information, cause the Fund, LMPFA and the subadvisers and/or their service providers to suffer data breaches,

 

 

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    Western Asset Global High Income Fund Inc.


 

data corruption or loss of operational functionality or prevent Fund investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund, LMPFA and the subadvisers have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund or LMPFA. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in order to prevent any future cybersecurity incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.

More Information

For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s registration statement on Form N-14 that was declared effective by the SEC on June 13, 2016. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.

 

Western Asset Global High Income Fund Inc.    

 

 

 77 

 


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; 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.

 

 

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    Western Asset Global High Income Fund Inc.


 

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 High Income Fund Inc.    

 

 

 79 

 


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended May 31, 2021:

 

Record date:        Monthly          Monthly  
Payable date:       
June 2020 -
December 2020
 
 
      
January 2021 -
May 2021
 
 
Ordinary Income:                      
Qualified Dividend Income for Individuals        1.30%          34.30%  
Dividends Qualifying for the Dividends Received Deduction for Corporations        1.30%          34.30%  
Interest from Federal Obligations        1.98%           
Tax Return of Capital                 93.62%  

The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.

The following information is applicable to non U.S. resident shareholders:

The following ordinary income distributions paid monthly by the Fund represent Interest-related dividends eligible for exemption from U.S.withholding tax for nonresident shareholders and foreign corporations:

 

Record date:      Monthly      Monthly
Payable date:      June 2020 -
December 2020
     January 2021 -
May 2021
Interest-related Dividends      30.00%      100.00%

 

 

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    Western Asset Global High Income Fund Inc.


Western Asset

Global High Income Fund Inc. (EHI)

 

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci

Treasurer and Principal Financial Officer

Fred Jensen

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

George P. Hoyt*

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Jeanne M. Kelly

Senior Vice President

Western Asset Global High Income Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadvisers

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Custodian

The Bank of New York Mellon

Transfer agent

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

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

EHI

 

 

*

Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.


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 identity 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;

 

 

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.

 

NOT PART OF THE ANNUAL REPORT


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

 

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 Fund at 1-888-777-0102.

Revised April 2018

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,

 

NOT PART OF THE ANNUAL REPORT


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

 

dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

 

 

In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you.

 

 

You also have the right to request the deletion of the personal information collected or maintained by the Funds.

If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.

We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.

For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.

Contact Information

Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

 

Revised October 2020

 

NOT PART OF THE ANNUAL REPORT


Western Asset Global High Income Fund Inc.

Western Asset Global High Income Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

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

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

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

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

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

WASX010005 7/21 SR21-4199


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that William R. Hutchinson, Eileen A. Kamerick and Nisha Kumar, are the members 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”.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending May 31, 2020 and May 31, 2021 (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 $67,960 in May 31, 2020 and $66,769 in May 31, 2021.

(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 May 31, 2020 and $0 in May 31, 2021.

(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 $0 in May 31, 2020 and $0 in May 31, 2021. 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 High Income Fund Inc. were $0 in May 31, 2020 and $0 in May 31, 2021.

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 High Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

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


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

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

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

(2) For the Western Asset Global High Income Fund Inc.., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for May 31, 2020 and May 31, 2021; Tax Fees were 100% and 100% for May 31, 2020 and May 31, 2021; and Other Fees were 100% and 100% for May 31, 2020 and May 31, 2021.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Global High Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Global High Income Fund Inc. during the reporting period were $457,301 in May 31, 2020 and $773,011 in May 31, 2021.


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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

a) 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

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

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

PROXY VOTING – Western Asset Management Company, LLC (and affiliates)

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 analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

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

 

  4.

If a material conflict of interest exists, (4.1) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the 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 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 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:

 

   

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 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 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.

Part 2—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.

Part 3 – Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts 1 and 2 above are voted in accordance with those guidelines.

 

   

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

   

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

Part 4 – Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

   

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

   

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

   

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

   

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a 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.

PORTFOLIO MANAGERS 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 2006    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 2006    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; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management


Ryan K. Brist

 

Western Asset

385 East Colorado Blvd.

Pasadena, CA

91101

   Since 2010    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Head of U.S. Investment Grade Credit of Western Asset since 2009; Chief Investment Officer and Portfolio Manager at Logan Circle Partners, L.P. from 2007-2009; Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors from 2000-2007

Christopher F. 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.

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 portfolio managers for the fund. Unless noted otherwise, all information is provided as of May 31, 2021.

Other Accounts Managed by Portfolio Managers

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

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    98    $175.67 billion    None    None
   Other Pooled Vehicles    237    $81.58 billion    10    $1.20 billion
   Other Accounts    644    $228.17 billion    25    $17.43 billion
Michael C. Buchanan ‡    Other Registered Investment Companies    34    $20.35 billion    None    None
   Other Pooled Vehicles    71    $24.49 billion    5    $488 million
   Other Accounts    161    $77.31 billion    10    $7.82 billion
Chia-Liang Lian‡    Other Registered Investment Companies    14    $10.07 billion    None    None
   Other Pooled Vehicles    34    $7.43 billion    4    $706 million
   Other Accounts    55    $8.43 billion    2    $1.54 billion


Christopher Kilpatrick ‡    Other Registered Investment Companies    9    $2.59 billion    None    None
   Other Pooled Vehicles    5    $572 million    None    None
   Other Accounts    None    None    None    None
Ryan Brist ‡    Other Registered Investment Companies    11    $7.10 billion    None    None
   Other Pooled Vehicles    23    $8.53 billion    None    None
   Other Accounts    101    $47.62 billion    2    $1.20 billion

 

The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech is involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

(a)(3): Investment Professional Compensation

Conflicts of Interest

The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a 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 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the 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.

Investment Professional Compensation

With respect to the compensation of the Fund’s investment professionals, the Subadviser’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 the 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 and 5 years having a larger 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 Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.

Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.


Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2021.

 

Portfolio Manager(s)

   Dollar Range of
Portfolio
Securities
Beneficially
Owned
 

S. Kenneth Leech

     D  

Michael C. Buchanan

Ryan K. Brist

    

A

A

 

 

Christopher F. Kilpatrick

Chia- Liang Lian

    

A

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

 

     (a)      (b)      (c)      (d)  

Period

   Total
Number of
Shares
Purchased
     Average
Price Paid
per Share
     Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
     Maximum
Number of
Shares that
May Yet
Be
Purchased
Under the
Plans or
Programs
 

June 1 through June 30

     0        0        0        3,149,524  

July 1 through July 31

     0        0        0        3,149,524  

August 1 through August 31

     0        0        0        3,149,524  

September 1 through September 30

     0        0        0        3,149,524  

October 1 through October 31

     0        0        0        3,149,524  

November 1 through November 30

     21,170,180      $ 10.39        0        3,149,524  

December 1 through December 31

     0        0        0        3,149,524  


January 1 through January 31

     0        0        0        3,149,524  

February 1 through February 29

     0        0        0        3,149,524  

March 1 through March 31

     0        0        0        3,149,524  

April 1 through April 30

     0        0        0        3,149,524  

May 1 through May 31

     0        0        0        3,149,524  

Total

     21,170,180      $ 10.39        0        3,149,524  

On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has 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.

On June 22, 2020, the Fund announced that the Fund’s Board of Directors had approved a cash tender offer for up to 50% of the outstanding common stock (“Shares”) of the Fund at a price per Share equal to 99.5% of the Fund’s net asset value per Share as of the business day immediately following the expiration date of the tender offer. The offer commenced on October 19, 2020 and expired on November 16, 2020 at 11:59 p.m., New York City time. Pursuant to the terms of the tender offer, the Fund repurchased Shares tendered and accepted in the tender offer in exchange for cash. On November 19, 2020, the Fund announced the final results for the tender offer.

 

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.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable

 

ITEM 13.

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 High Income Fund Inc.
By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   July 26, 2021

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: July 26, 2021

 

By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   July 26, 2021
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