N-CSR 1 d912040dncsr.htm WESTERN ASSET GLOBAL HIGH INCOME FUND INC. (EHI) Western Asset Global High Income Fund Inc. (EHI)

 

 

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, 49th Floor,

New York, NY 10018

(Address of principal executive offices) (Zip code)

 

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: May 31

Date of reporting period: May 31, 2020

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   May 31, 2020

WESTERN ASSET

GLOBAL HIGH

INCOME FUND INC. (EHI)

 

 

 

Beginning in January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, 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     II  
Fund overview     1  
Fund at a glance     7  
Schedule of investments     8  
Statement of assets and liabilities     35  
Statement of operations     36  
Statements of changes in net assets     37  
Statement of cash flows     38  
Financial highlights     39  
Notes to financial statements     41  
Report of independent registered public accounting firm     56  
Board approval of new management and new subadvisory agreements     57  
Additional information     67  
Annual chief executive officer and principal financial officer certifications     73  
Other shareholder communications regarding accounting matters     74  
Dividend reinvestment plan     75  
Important tax information     77  

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.

 

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, 2020. 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, 2020

 

II    Western Asset Global High Income Fund Inc.


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, in general, posted mixed results over the twelve-month reporting period ended May 31, 2020. Most spread sectors (non-Treasuries) lagged equal durationi Treasuries amid periods of heightened volatility. This was driven by a number of factors, including extreme risk aversion as the COVID-19 pandemic escalated, sharply falling global growth, aggressive monetary policy accommodation from the Federal Reserve Board (the “Fed”)ii, ongoing trade conflicts and a number of geopolitical issues.

Both short- and long-term U.S. Treasury yields moved sharply lower during the reporting period. The yield for the two-year Treasury note began the reporting period at 1.95% — the high for the period — and ended the period at 0.16%. The yield for the two-year Treasury note experienced a low for the period of 0.13% on May 7, 2020. The yield for the ten-year Treasury began the reporting period at 2.14% and ended the period at 0.65%. The yield for the ten-year Treasury peaked at 2.15% on June 10 and June 11, 2019, and the low for the period of 0.58% occurred on April 21, 2020.

All told, the Bloomberg Barclays U.S. Aggregate Indexiii returned 9.42% for the twelve months ended May 31, 2020. Comparatively, riskier fixed income securities, including high-yield bonds, produced weaker results. Over the fiscal year, the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Indexiv returned 1.31%. Elsewhere, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)v returned 1.65% for the twelve-months ended May 31, 2020.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   1


Fund overview (cont’d)

 

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

A. A number of adjustments were made to the Fund’s portfolio during the reporting period. From a regional perspective, we reduced the Fund’s overweight allocation to the emerging market debt asset class in favor of developed market high-yield and investment-grade bonds, as valuations among spread sectors shifted materially during the reporting period. Additionally, we increased the Fund’s allocation to investment-grade corporate bonds, as valuations became significantly more attractive toward the end of the reporting period. Examples of additions in this space were global banks that we felt were oversold, such as UBS Group AG and Mexico’s BBVA Bancomer, S.A.

From a credit quality perspective, we increased the Fund’s exposure to securities rated BB and pared its allocation to securities rated CCC. From a sector perspective, we increased the Fund’s allocation to Pharmaceuticals (in the Health Care sector). In contrast, we reduced the Fund’s exposures to Materials and Wireless (in the Communication Services sector). Meanwhile, while the Fund maintained a duration that was longer than that of the benchmark, we trimmed duration as rates moved lower during the reporting period.

The Fund employed U.S. Treasury futures to manage its duration positioning. All told, they marginally contributed to performance during the reporting period. Forward currency contracts, that were used to manage the Fund’s currency exposure, contributed to performance during the reporting period.

We tactically utilized leverage in the Fund during the reporting period. We ended the period with liabilities as a percentage of gross assets of approximately 30% during the period. The use of leverage detracted from results given the negative total returns posted by our high-yield and emerging market positions.

Lastly, during March 2020 and into the beginning of April 2020, we repurchased roughly $2 million in shares of the Fund. We felt the aggressive selling was overdone and Fund shares offered an attractive income opportunity for shareholders.

Performace review

For the twelve months ended May 31, 2020, Western Asset Global High Income Fund Inc. returned -0.17% based on its net asset value (“NAV”)vi and 2.66% 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 Index and the EMBI Global, returned 9.42%, 1.31% and 1.65%, respectively, for the same period. The Lipper High Yield (Leveraged) Closed-End Funds Category Averagevii returned -5.67% 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. 2020 Annual Report


During the twelve-month period, the Fund made distributions to shareholders totaling $0.78 per share, of which $0.09 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, 2020. Past performance is no guarantee of future results.

 

Performance Snapshot as of May 31, 2020  
Price Per Share   12-Month
Total Return**
 
$ 9.75 (NAV)     -0.17 %† 
$ 9.07 (Market Price)     2.66 %‡ 

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. The total return includes gains from settlement of security litigations and certain non-recurring legal and transfer agent fees. Without these items, the total return for the twelve months ended May 31, 2020 would have been -0.06%.

‡ 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. Security selection was the largest contributor to the Fund’s results during the reporting period. In terms of individual holdings, within the Communication Services sector, overweights to Dish Network Corp. (and Dish DBS Corp), Altice France Holding SA, Sprint Capital Corp. (and Sprint Communications, Inc.) were additive for results. During the reporting period, Dish Network Corp. posted improved fundamental results and continued to generate impressive free cash flow and paid down debt. Additionally, the company agreed to acquire assets from Sprint and received an extension from the Federal Communication Commission on their spectrum buildout requirements. Altice France Holding SA continued to post positive fundamental results and we added exposure during the March 2020 sell-off at very attractive prices. Sprint Capital Corp. completed its merger with higher rated and more fundamentally sound T-Mobile USA, sending the Fund’s bonds higher.

Elsewhere, within the pharmaceutical space, the Fund’s overweight to Teva Pharmaceutical Industries was rewarded as the company was able to stabilize its fundamental results, tapped the high-yield market, and redirected its cash flow to reduce debt. We felt the company would successfully navigate their recent legal challenges and valuations were attractive. Within the retail sector, the Fund’s PetSmart exposure continued to perform well, as fundamental results were positive and the company used their shares in Chewy.com to

 

*

For the tax character of distributions paid during the fiscal year ended May 31, 2020, please refer to page 54 of this report.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   3


Fund overview (cont’d)

 

reduce debt. Elsewhere, the Fund’s Financials sector overweight was rewarded, including a position in one of Italy’s higher quality institutions, Intesa Sanpaolo SpA. The company continued to post solid fundamental results and has significantly delevered its balance sheets over the past decade.

There were also several notable emerging market positions that contributed to results. One example is Brazilian state-owned energy company Petrobras. Its asset divestment and balance sheet deleveraging plans continued to progress, which benefited the Fund’s bonds over the reporting period.

Having a duration that was longer than the benchmark was beneficial as rates moved sharply lower during the reporting period. Finally, from a sector perspective, an underweight to Transportation (in the Industrials sector) and an overweight to Banking (in the Financials sector) were additive for returns.

Q. What were the leading detractors from performance?

A. The largest detractors from relative performance were concentrated in several individual holdings. A handful of overweights in the Energy sector, including Chesapeake Energy Corp. and Oasis Petroleum Inc, detracted from results. The Energy sector was negatively impacted by the global economic slowdown and falling oil prices as demand temporarily disappeared. Chesapeake Energy and Oasis Petroleum posted poor results, and we believe both companies are preparing to restructure.

Elsewhere, a Consumer Discretionary overweight position in Party City Holdings, Inc., both bonds and senior secured term-loans, were negative for results. Party City posted disappointing fourth quarter 2019 earnings, due to a shortage of helium and several operational missteps, including poor execution during the important Halloween holiday season. We believed the company was taking the necessary steps to stabilize the business and could begin to generate free cash flow to reduce their debt. However, the global shutdown from COVID-19 appears to have been an additional blow to the company that they were not in a position to endure. Demand for party supplies declined significantly as consumers globally have had to shelter in place and avoid non-essential gatherings. Against this backdrop, the company’s bonds and loans have performed very poorly. In the Communication Services sector, an overweight to Windstream Communications continued to weigh on results. The company’s restructuring process has not progressed as we had anticipated.

Among the Fund’s emerging markets allocation, an overweight to Argentina was a detractor from results. The Fund’s U.S. dollar-denominated sovereign bonds (Republic of Argentine and Provincia de Buenos Aire) underperformed. Both were negatively impacted by the country’s external financing needs and heightened political uncertainty. In particular, an unexpectedly large margin of victory for the opposition party in Argentina’s presidential primaries caused debt domiciled in the country to decline considerably in August 2019.

 

4    Western Asset Global High Income Fund Inc. 2020 Annual Report


However, given current valuations and the ongoing negotiations, we are maintaining the Fund’s positions.

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 on-line 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 30, 2020

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.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   5


Fund overview (cont’d)

 

Portfolio holdings and breakdowns are as of May 31, 2020 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 8 through 34 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, 2020 were: Sovereign Bonds (24.5%), Energy (22.0%), Communication Services (17.6%), Financials (17.5%) and Consumer Discretionary (17.3%). 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 

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

 

ii 

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.

 

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 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.

 

v 

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

 

vi 

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 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended May 31, 2020, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 39 funds in the Fund’s Lipper category.

 

6    Western Asset Global High Income Fund Inc. 2020 Annual Report


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of May 31, 2020 and May 31, 2019 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%.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   7


Schedule of investments

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 100.5%                                
Communication Services — 16.3%                                

Diversified Telecommunication Services — 3.7%

 

                       

Altice France Holding SA, Senior Secured Notes

    10.500     5/15/27       1,690,000     $ 1,880,125  (a) 

Altice France SA, Senior Secured Notes

    7.375     5/1/26       7,650,000       8,069,335  (a) 

Altice France SA, Senior Secured Notes

    8.125     2/1/27       2,000,000       2,204,620  (a) 

British Telecommunications PLC, Senior Notes

    9.625     12/15/30       60,000       95,529  

Cogent Communications Group Inc., Senior Secured Notes

    5.375     3/1/22       820,000       847,482  (a) 

Intelsat Jackson Holdings SA, Senior Secured Notes

    8.000     2/15/24       740,000       749,328  *(a)(b) 

Telecom Italia Capital SA, Senior Notes

    6.000     9/30/34       780,000       842,716  

Telecom Italia SpA, Senior Notes

    5.303     5/30/24       450,000       472,700  (a) 

Turk Telekomunikasyon AS, Senior Notes

    6.875     2/28/25       500,000       511,106  (a)  

Windstream Services LLC/Windstream Finance Corp., Secured Notes

    10.500     6/30/24       3,160,000       189,600  *(a)(b) 

Windstream Services LLC/Windstream Finance Corp., Secured Notes

    9.000     6/30/25       890,000       53,400  *(a)(b)  

Total Diversified Telecommunication Services

 

                    15,915,941  

Entertainment — 0.6%

                               

Netflix Inc., Senior Notes

    5.875     11/15/28       1,040,000       1,185,792  

Netflix Inc., Senior Notes

    6.375     5/15/29       1,250,000       1,468,519  

Total Entertainment

 

                    2,654,311  

Interactive Media & Services — 0.2%

                               

Match Group Inc., Senior Notes

    6.375     6/1/24       880,000       911,817  

Match Group Inc., Senior Notes

    5.000     12/15/27       70,000       73,501  (a)  

Total Interactive Media & Services

 

                    985,318  

Media — 6.9%

                               

Cable Onda SA, Senior Notes

    4.500     1/30/30       1,480,000       1,453,826  (a) 

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

    5.125     5/1/27       3,140,000       3,304,332  (a) 

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

    5.000     2/1/28       5,300,000       5,563,330  (a) 

 

See Notes to Financial Statements.

 

8    Western Asset Global High Income Fund Inc. 2020 Annual Report


 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Media — continued

                               

CCO Holdings LLC/CCO Holdings

                               

Capital Corp., Senior Notes

    4.500     5/1/32       520,000     $ 538,281  (a)  

DISH DBS Corp., Senior Notes

    5.875     11/15/24       2,996,000       2,965,725  

DISH DBS Corp., Senior Notes

    7.750     7/1/26       9,167,000       9,531,984  

Univision Communications Inc., Senior Secured Notes

    9.500     5/1/25       1,960,000       2,107,000  (a) 

UPC Holding BV, Senior Secured Notes

    5.500     1/15/28       995,000       962,847  (a)  

Virgin Media Finance PLC, Senior Notes

    6.000     10/15/24       1,520,000       1,567,340  (a)  

Virgin Media Secured Finance PLC, Senior Secured Notes

    5.500     8/15/26       1,350,000       1,411,297  (a)  

Total Media

 

                    29,405,962  

Wireless Telecommunication Services — 4.9%

 

                       

CSC Holdings LLC, Senior Notes

    6.625     10/15/25       1,210,000       1,268,643  (a) 

CSC Holdings LLC, Senior Notes

    10.875     10/15/25       2,017,000       2,188,536  (a) 

CSC Holdings LLC, Senior Notes

    5.375     2/1/28       500,000       533,015  (a)  

CSC Holdings LLC, Senior Notes

    6.500     2/1/29       1,460,000       1,615,205  (a) 

Sprint Capital Corp., Senior Notes

    6.875     11/15/28       560,000       692,896  

Sprint Capital Corp., Senior Notes

    8.750     3/15/32       1,160,000       1,675,637  

Sprint Communications Inc., Senior Notes

    7.000     8/15/20       1,650,000       1,664,751  

Sprint Communications Inc., Senior Notes

    11.500     11/15/21       3,455,000       3,867,095  

Sprint Corp., Senior Notes

    7.250     9/15/21       1,440,000       1,512,468  

Sprint Corp., Senior Notes

    7.875     9/15/23       2,960,000       3,367,311  

VEON Holdings BV, Senior Notes

    7.504     3/1/22       1,050,000       1,133,806  (c) 

VEON Holdings BV, Senior Notes

    7.504     3/1/22       450,000       485,917  (a)  

Vimpel Communications Via VIP Finance Ireland Ltd. OJSC, Senior Notes

    7.748     2/2/21       820,000       853,722  (a)  

Total Wireless Telecommunication Services

 

                    20,859,002  

Total Communication Services

                            69,820,534  
Consumer Discretionary — 12.2%                                

Auto Components — 2.1%

 

                       

Adient Global Holdings Ltd., Senior Notes

    4.875     8/15/26       3,830,000       3,226,890  (a)  

Adient US LLC, Senior Secured Notes

    9.000     4/15/25       1,020,000       1,092,665  (a) 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   9


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Auto Components — continued

                               

American Axle & Manufacturing Inc., Senior Notes

    6.250     4/1/25       40,000     $ 37,804  

American Axle & Manufacturing Inc., Senior Notes

    6.500     4/1/27       2,190,000       2,054,559  

JB Poindexter & Co. Inc., Senior Notes

    7.125     4/15/26       2,770,000       2,767,064  (a) 

Total Auto Components

                            9,178,982  

Automobiles — 1.0%

                               

Ford Motor Co., Senior Notes

    8.500     4/21/23       1,190,000       1,236,113  

Ford Motor Co., Senior Notes

    9.000     4/22/25       1,780,000       1,866,775  

Ford Motor Credit Co. LLC, Senior Notes

    3.200     1/15/21       460,000       454,135  

Ford Motor Credit Co. LLC, Senior Notes

    4.250     9/20/22       200,000       195,500  

General Motors Co., Senior Notes

    6.125     10/1/25       350,000       382,333  

Total Automobiles

                            4,134,856  

Diversified Consumer Services — 1.8%

                               

Carriage Services Inc., Senior Notes

    6.625     6/1/26       2,140,000       2,243,919  (a) 

Prime Security Services Borrower LLC/Prime Finance Inc., Secured Notes

    6.250     1/15/28       1,530,000       1,454,456  (a) 

Prime Security Services Borrower LLC/Prime Finance Inc., Senior Secured Notes

    5.750     4/15/26       2,450,000       2,529,233  (a) 

Service Corp. International, Senior Notes

    7.500     4/1/27       770,000       857,441  

Weight Watchers International Inc., Senior Notes

    8.625     12/1/25       510,000       533,534  (a) 

Total Diversified Consumer Services

                            7,618,583  

Hotels, Restaurants & Leisure — 4.1%

                               

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

    4.250     5/15/24       1,630,000       1,653,134  (a) 

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

    5.750     4/15/25       680,000       723,996  (a)  

Hilton Domestic Operating Co. Inc., Senior Notes

    5.375     5/1/25       530,000       544,681  (a)  

Hilton Domestic Operating Co. Inc., Senior Notes

    5.750     5/1/28       880,000       913,000  (a)  

IRB Holding Corp., Senior Secured Notes

    7.000     6/15/25       1,160,000       1,206,400  (a) 

 

See Notes to Financial Statements.

 

10    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Hotels, Restaurants & Leisure — continued

                               

Melco Resorts Finance Ltd., Senior Notes

    5.375     12/4/29       880,000     $ 872,080  (a)  

NCL Corp. Ltd., Senior Secured Notes

    12.250     5/15/24       2,480,000       2,672,200  (a) 

Saga PLC, Senior Notes

    3.375     5/12/24       1,400,000     GBP  1,318,534  (c) 

Silversea Cruise Finance Ltd., Senior Secured Notes

    7.250     2/1/25       1,335,000       1,259,339  (a)  

Viking Cruises Ltd., Senior Notes

    5.875     9/15/27       2,100,000       1,265,639  (a)  

VOC Escrow Ltd., Senior Secured Notes

    5.000     2/15/28       1,680,000       1,382,111  (a)  

Wynn Macau Ltd., Senior Notes

    5.500     10/1/27       240,000       243,097  (a)  

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

    7.750     4/15/25       2,710,000       2,828,562  (a)  

Yum! Brands Inc., Senior Notes

    7.750     4/1/25       620,000       686,650  (a)  

Total Hotels, Restaurants & Leisure

                            17,569,423  

Household Durables — 0.3%

                               

Newell Brands Inc., Senior Notes

    4.875     6/1/25       1,140,000       1,185,372  

Specialty Retail — 2.4%

                               

Maxeda DIY Holding BV, Senior Secured Notes

    6.125     7/15/22       1,917,000     EUR  1,524,092  (c) 

Michaels Stores Inc., Senior Notes

    8.000     7/15/27       1,270,000       1,025,290  (a)  

Party City Holdings Inc., Senior Notes

    6.125     8/15/23       1,070,000       183,237  (a)  

Party City Holdings Inc., Senior Notes

    6.625     8/1/26       1,340,000       219,425  (a)  

PetSmart Inc., Senior Secured Notes

    5.875     6/1/25       4,520,000       4,534,125  (a)  

Sally Holdings LLC/Sally Capital Inc., Senior Notes

    5.500     11/1/23       1,240,000       1,197,375  

Sally Holdings LLC/Sally Capital Inc., Senior Notes

    5.625     12/1/25       1,820,000       1,779,241  

Total Specialty Retail

                            10,462,785  

Textiles, Apparel & Luxury Goods — 0.5%

                               

CBR Fashion Finance BV, Senior Secured Notes

    5.125     10/1/22       750,000     EUR 674,083  (c)  

Hanesbrands Inc., Senior Notes

    4.875     5/15/26       1,350,000       1,370,000  (a)  

Total Textiles, Apparel & Luxury Goods

                            2,044,083  

Total Consumer Discretionary

                            52,194,084  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   11


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Consumer Staples — 2.8%                                

Food Products — 1.9%

                               

Kraft Heinz Foods Co., Senior Notes

    3.875     5/15/27       2,090,000     $ 2,197,358  (a) 

Kraft Heinz Foods Co., Senior Notes

    4.250     3/1/31       310,000       329,928  (a)  

Kraft Heinz Foods Co., Senior Notes

    4.375     6/1/46       740,000       700,891  

Kraft Heinz Foods Co., Senior Notes

    5.500     6/1/50       920,000       964,479  (a)  

Pilgrim’s Pride Corp., Senior Notes

    5.750     3/15/25       305,000       312,657  (a)  

Pilgrim’s Pride Corp., Senior Notes

    5.875     9/30/27       3,510,000       3,658,526  (a)  

Total Food Products

                            8,163,839  

Household Products — 0.5%

                               

Central Garden & Pet Co., Senior Notes

    6.125     11/15/23       280,000       287,321  

Energizer Holdings Inc., Senior Notes

    6.375     7/15/26       530,000       560,377  (a)  

Spectrum Brands Inc., Senior Notes

    6.125     12/15/24       380,000       390,885  

Spectrum Brands Inc., Senior Notes

    5.750     7/15/25       840,000       867,128  

Total Household Products

                            2,105,711  

Tobacco — 0.4%

                               

Altria Group Inc., Senior Notes

    5.950     2/14/49       1,110,000       1,441,832  

Total Consumer Staples

                            11,711,382  
Energy — 21.5%                                

Oil, Gas & Consumable Fuels — 21.5%

                               

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

    6.375     5/1/24       610,000       629,670  

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

    5.250     1/15/25       1,400,000       1,340,453  

Apache Corp., Senior Notes

    5.100     9/1/40       290,000       233,169  

Berry Petroleum Co. LLC, Senior Notes

    7.000     2/15/26       365,000       276,101  (a)  

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

    6.125     11/15/22       3,450,000       3,374,704  (a) 

Continental Resources Inc., Senior Notes

    3.800     6/1/24       1,040,000       910,000  

Continental Resources Inc., Senior Notes

    4.375     1/15/28       790,000       669,288  

Continental Resources Inc., Senior Notes

    4.900     6/1/44       300,000       222,750  

Diamondback Energy Inc., Senior Notes

    3.500     12/1/29       730,000       712,640  

 

See Notes to Financial Statements.

 

12    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

Ecopetrol SA, Senior Notes

    5.875     9/18/23       262,000     $ 284,570  

Ecopetrol SA, Senior Notes

    5.375     6/26/26       3,000,000       3,202,080  

Ecopetrol SA, Senior Notes

    5.875     5/28/45       1,820,000       1,900,635  

El Paso Natural Gas Co. LLC, Senior Notes

    8.375     6/15/32       70,000       96,401  

EQT Corp., Senior Notes

    3.900     10/1/27       1,380,000       1,215,262  

Gazprom PJSC Via Gaz Capital SA, Senior Notes

    6.510     3/7/22       1,920,000       2,068,207  (a) 

KazMunayGas National Co. JSC, Senior Notes

    4.750     4/19/27       2,000,000       2,134,714  (a) 

Kinder Morgan Inc., Senior Notes

    7.750     1/15/32       1,390,000       1,874,535  

Lukoil International Finance BV, Senior Notes

    6.656     6/7/22       496,000       541,830  (c)  

Lukoil International Finance BV, Senior Notes

    4.750     11/2/26       3,040,000       3,386,107  (a) 

MEG Energy Corp., Secured Notes

    6.500     1/15/25       200,000       197,256  (a)  

MEG Energy Corp., Senior Notes

    7.000     3/31/24       1,836,000       1,771,933  (a) 

MEG Energy Corp., Senior Notes

    7.125     2/1/27       1,090,000       995,982  (a)  

Montage Resources Corp., Senior Notes

    8.875     7/15/23       2,830,000       2,442,615  

NGPL PipeCo LLC, Senior Notes

    7.768     12/15/37       1,430,000       1,719,848  (a) 

Oasis Petroleum Inc., Senior Notes

    6.500     11/1/21       1,930,000       318,450  

Oasis Petroleum Inc., Senior Notes

    6.875     3/15/22       70,000       12,994  

Oasis Petroleum Inc., Senior Notes

    6.875     1/15/23       3,610,000       620,469  

Occidental Petroleum Corp., Senior Notes

    6.950     7/1/24       1,190,000       1,083,257  

Occidental Petroleum Corp., Senior Notes

    2.900     8/15/24       710,000       568,000  

Occidental Petroleum Corp., Senior Notes

    5.550     3/15/26       450,000       384,750  

Occidental Petroleum Corp., Senior Notes

    6.200     3/15/40       310,000       213,125  

Pertamina Persero PT, Senior Notes

    5.250     5/23/21       1,610,000       1,658,731  (a) 

Petrobras Global Finance BV, Senior Notes

    4.375     5/20/23       1,632,000       1,662,192  

Petrobras Global Finance BV, Senior Notes

    5.999     1/27/28       2,760,000       2,787,904  

Petrobras Global Finance BV, Senior Notes

    5.750     2/1/29       5,760,000       5,793,034  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   13


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡

  Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

Petrobras Global Finance BV, Senior Notes

    6.875     1/20/40       2,190,000     $ 2,232,256  

Petrobras Global Finance BV, Senior Notes

    6.750     1/27/41       3,910,000       3,944,779  

Petroleos Mexicanos, Senior Notes

    6.875     8/4/26       1,000,000       919,060  

Petroleos Mexicanos, Senior Notes

    6.375     1/23/45       4,882,000       3,638,530  

Range Resources Corp., Senior Notes

    5.000     3/15/23       1,100,000       998,475  

Range Resources Corp., Senior Notes

    4.875     5/15/25       770,000       646,319  

Range Resources Corp., Senior Notes

    9.250     2/1/26       5,380,000       5,044,584 (a) 

Rockies Express Pipeline LLC, Senior Notes

    7.500     7/15/38       1,020,000       999,600 (a)  

Rockies Express Pipeline LLC, Senior Notes

    6.875     4/15/40       1,070,000       1,041,431 (a) 

Sabine Pass Liquefaction LLC, Senior Secured Notes

    5.000     3/15/27       290,000       322,375  

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

    6.750     3/15/24       2,000,000       2,039,980  

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

    6.500     7/15/27       1,220,000       1,277,090  

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

    6.875     1/15/29       560,000       599,718  

Transcontinental Gas Pipe Line Co. LLC, Senior Notes

    7.850     2/1/26       1,500,000       1,905,294  

Transportadora de Gas del Peru SA, Senior Notes

    4.250     4/30/28       500,000       537,410 (a)  

Transportadora de Gas del Sur SA, Senior Notes

    6.750     5/2/25       1,930,000       1,589,230 (a) 

Western Midstream Operating LP, Senior Notes

    4.050     2/1/30       340,000       306,748  

Western Midstream Operating LP, Senior Notes

    5.450     4/1/44       2,000,000       1,630,000  

Western Midstream Operating LP, Senior Notes

    5.300     3/1/48       500,000       391,250  

Western Midstream Operating LP, Senior Notes

    5.250     2/1/50       6,715,000       5,470,710  

 

See Notes to Financial Statements.

 

14    Western Asset Global High Income Fund Inc. 2020 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

    3.700     1/15/23       740,000     $ 772,227  

Williams Cos. Inc., Senior Notes

    4.550     6/24/24       680,000       739,071  

Williams Cos. Inc., Senior Notes

    7.500     1/15/31       340,000       415,790  

Williams Cos. Inc., Senior Notes

    8.750     3/15/32       486,000       651,336  

Williams Cos. Inc., Senior Notes

    5.750     6/24/44       1,510,000       1,765,423  

WPX Energy Inc., Senior Notes

    8.250     8/1/23       180,000       192,806  

YPF SA, Senior Notes

    8.500     7/28/25       7,140,000       4,675,665  (a) 

Total Energy

                            92,050,813  
Financials — 17.0%                                

Banks — 13.1%

                               

Banco Bilbao Vizcaya Argentaria Colombia SA, Subordinated Notes

    4.875     4/21/25       540,000       552,774  (a) 

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       1,294,026  (d)(e) 

Bank of America Corp., Subordinated Notes

    4.250     10/22/26       1,000,000       1,125,525  

Barclays Bank PLC, Subordinated Notes

    10.179     6/12/21       2,520,000       2,727,060  (a) 

Barclays Bank PLC, Subordinated Notes

    7.625     11/21/22       3,430,000       3,688,931  

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       1,620,000       1,661,399  (d)(e) 

Barclays PLC, Subordinated Notes

    5.200     5/12/26       500,000       551,023  

Barclays PLC, Subordinated Notes (5.088% to 6/20/29 then 3 mo. USD LIBOR + 3.054%)

    5.088     6/20/30       1,200,000       1,339,937  (e) 

BBVA Banco Continental SA, Subordinated Notes (5.250% to 9/22/24 then 5 year Treasury Constant Maturity Rate + 2.750%)

    5.250     9/22/29       240,000       254,954  (a)(e) 

BBVA Bancomer SA, Subordinated Notes (5.125% to 1/18/28 then 5 year Treasury Constant Maturity Rate + 2.650%)

    5.125     1/18/33       4,190,000       3,826,119  (a)(e) 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   15


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                               

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     $ 1,491,845  (a)(d)(e) 

CIT Group Inc., Senior Notes

    5.000     8/15/22       470,000       472,639  

CIT Group Inc., Senior Notes

    5.000     8/1/23       1,560,000       1,567,636  

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

    5.950     5/15/25       2,040,000       2,089,582  (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       3,180,000       3,180,954  (d)(e) 

Citigroup Inc., Subordinated Notes

    4.125     7/25/28       500,000       549,247  

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       2,483,309  (a)(d)(e) 

HSBC Holdings PLC, Junior Subordinated Notes (6.000% to 5/22/27 then USD 5 year ICE Swap Rate + 3.746%)

    6.000     5/22/27       1,230,000       1,195,665  (d)(e) 

HSBC Holdings PLC, Junior Subordinated Notes (6.500% to 3/23/28 then USD 5 year ICE Swap Rate + 3.606%)

    6.500     3/23/28       3,810,000       3,798,818  (d)(e) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.017     6/26/24       4,380,000       4,397,477  (a) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.710     1/15/26       4,250,000       4,377,333  (a) 

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

    6.000     8/1/23       1,630,000       1,631,133  (d)(e) 

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

    6.100     10/1/24       1,000,000       1,034,805  (d)(e) 

Lloyds Banking Group PLC, Subordinated Notes

    4.650     3/24/26       840,000       924,033  

NatWest Markets NV, Subordinated Notes

    7.750     5/15/23       490,000       549,923  

 

See Notes to Financial Statements.

 

16    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                               

Royal Bank of Scotland 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     $ 941,965 (d)(e) 

Royal Bank of Scotland 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       790,841  (d)(e) 

Royal Bank of Scotland Group PLC, Subordinated Notes

    5.125     5/28/24       1,760,000       1,895,610  

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      1,489,478  (c)(d)(e) 

TC Ziraat Bankasi AS, Senior Notes

    5.125     9/29/23       1,890,000       1,806,273  (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       2,371,220  (a)(e) 

Total Banks

                            56,061,534  

Capital Markets — 1.7%

                               

Credit Suisse Group AG, Junior Subordinated Notes (7.250% to 9/12/25 then 5 year Treasury Constant Maturity Rate + 4.332%)

    7.250     9/12/25       1,770,000       1,806,630  (a)(d)(e) 

Donnelley Financial Solutions Inc., Senior Notes

    8.250     10/15/24       1,330,000       1,308,248  

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       3,890,000       4,008,236  (a)(d)(e) 

Total Capital Markets

                            7,123,114  

Consumer Finance — 0.2%

                               

Navient Corp., Senior Notes

    5.875     10/25/24       480,000       442,505  

Navient Corp., Senior Notes

    6.750     6/15/26       410,000       378,149  

Total Consumer Finance

                            820,654  

Diversified Financial Services — 2.0%

                               

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

    4.625     10/30/20       180,000       179,291  

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

    4.500     5/15/21       500,000       487,411  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   17


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate    

Maturity
Date

    Face
Amount†
    Value  

Diversified Financial Services — continued

                               

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

    4.625     7/1/22       640,000     $ 601,541  

Banco Nacional de Comercio Exterior SNC, Senior Notes

    4.375     10/14/25       1,340,000       1,363,309 (a) 

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

    3.373     11/15/25       1,000,000       1,016,819  

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

    6.500     9/15/24       3,520,000       1,926,162  (a)(f) 

International Lease Finance Corp., Senior Notes

    8.250     12/15/20       2,620,000       2,665,129  

International Lease Finance Corp., Senior Notes

    5.875     8/15/22       580,000       585,434  

Total Diversified Financial Services

                            8,825,096  

Total Financials

                            72,830,398  
Health Care — 8.0%                                

Health Care Providers & Services — 2.9%

                               

Centene Corp., Senior Notes

    4.750     1/15/25       1,600,000       1,656,168  

CHS/Community Health Systems Inc., Senior Secured Notes

    8.000     3/15/26       1,000,000       979,215  (a) 

DaVita Inc., Senior Notes

    5.125     7/15/24       840,000       857,653  

DaVita Inc., Senior Notes

    5.000     5/1/25       990,000       1,017,844  

HCA Inc., Senior Notes

    5.625     9/1/28       1,690,000       1,941,066  

HCA Inc., Senior Secured Notes

    4.125     6/15/29       1,000,000       1,087,820  

LifePoint Health Inc., Senior Secured Notes

    6.750     4/15/25       900,000       951,750  (a) 

Magellan Health Inc., Senior Notes

    4.900     9/22/24       3,020,000       3,061,208  

Tenet Healthcare Corp., Senior Secured Notes

    7.500     4/1/25       750,000       821,250  (a) 

Total Health Care Providers & Services

                            12,373,974  

Pharmaceuticals — 5.1%

                               

Bausch Health Americas Inc., Senior Notes

    8.500     1/31/27       1,110,000       1,215,633  (a) 

Bausch Health Cos. Inc., Senior Notes

    5.875     5/15/23       102,000       101,952  (a) 

Bausch Health Cos. Inc., Senior Notes

    6.125     4/15/25       3,370,000       3,428,621  (a) 

Bausch Health Cos. Inc., Senior Secured Notes

    7.000     3/15/24       700,000       726,177  (a) 

 

See Notes to Financial Statements.

 

18    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Pharmaceuticals — continued

                               

Teva Pharmaceutical Finance Co. BV, Senior Notes

    2.950     12/18/22       2,440,000     $ 2,341,729  

Teva Pharmaceutical Finance IV BV, Senior Notes

    3.650     11/10/21       2,060,000       2,033,786  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    2.200     7/21/21       2,730,000       2,682,839  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    2.800     7/21/23       4,110,000       3,894,657  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    6.000     4/15/24       4,450,000       4,581,119  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       700,000       631,019  

Total Pharmaceuticals

                            21,637,532  

Total Health Care

                            34,011,506  
Industrials — 7.8%                                

Aerospace & Defense — 0.6%

                               

TransDigm Inc., Senior Secured Notes

    8.000     12/15/25       2,520,000       2,734,200  (a)   

Airlines — 2.6%

                               

Delta Air Lines Inc., Senior Notes

    3.400     4/19/21       310,000       297,886  

Delta Air Lines Inc., Senior Notes

    3.625     3/15/22       2,470,000       2,243,624  

Delta Air Lines Inc., Senior Notes

    3.800     4/19/23       1,740,000       1,547,638  

Delta Air Lines Inc., Senior Notes

    2.900     10/28/24       840,000       680,681  

Delta Air Lines Inc., Senior Secured Notes

    7.000     5/1/25       6,050,000       6,258,185  (a) 

Delta Air Lines Pass-Through Certificates Trust

    8.021     8/10/22       136,240       104,001  

Total Airlines

                            11,132,015  

Building Products — 1.0%

                               

Standard Industries Inc., Senior Notes

    5.000     2/15/27       2,440,000       2,519,239  (a) 

Standard Industries Inc., Senior Notes

    4.750     1/15/28       1,820,000       1,837,208  (a) 

Total Building Products

                            4,356,447  

Commercial Services & Supplies — 0.2%

                               

GFL Environmental Inc., Senior Notes

    8.500     5/1/27       834,000       916,203  (a)  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   19


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Electronic Equipment, Instruments & Components — 0.2%

                               

WESCO Distribution Inc., Senior Notes

    7.125     6/15/25       420,000     $ 420,000  (a)(g) 

WESCO Distribution Inc., Senior Notes

    7.250     6/15/28       460,000       456,522  (a)(g) 

Total Electronic Equipment, Instruments & Components

                            876,522  

Industrial Conglomerates — 0.2%

                               

Alfa SAB de CV, Senior Notes

    6.875     3/25/44       400,000       444,718  (a) 

General Electric Co., Junior Subordinated Notes (5.000% to 1/21/21 then 3 mo. USD LIBOR + 3.330%)

    5.000     1/21/21       400,000       307,630  (d)(e) 

Total Industrial Conglomerates

                            752,348  

Machinery — 0.6%

                               

Allison Transmission Inc., Senior Notes

    4.750     10/1/27       1,434,000       1,396,085  (a) 

Clark Equipment Co., Senior Secured Notes

    5.875     6/1/25       890,000       922,263  (a)  

Total Machinery

                            2,318,348  

Marine — 0.1%

                               

Navios Maritime Acquisition Corp./

Navios Acquisition Finance U.S. Inc., Senior Secured Notes

 

 

8.125

 

 

11/15/21

 

 

 

470,000

 

 

 

292,723

 (a)  

Trading Companies & Distributors — 2.3%

                               

Ashtead Capital Inc., Secured Notes

    4.125     8/15/25       2,180,000       2,219,480  (a) 

United Rentals North America Inc., Senior Notes

    5.500     7/15/25       450,000       466,922  

United Rentals North America Inc., Senior Notes

    6.500     12/15/26       4,040,000       4,327,103  

United Rentals North America Inc., Senior Notes

    5.500     5/15/27       500,000       532,157  

United Rentals North America Inc., Senior Notes

    4.875     1/15/28       2,170,000       2,240,775  

Total Trading Companies & Distributors

                            9,786,437  

Total Industrials

                            33,165,243  
Information Technology — 1.8%                                

Communications Equipment — 0.5%

                               

CommScope Inc., Senior Notes

    8.250     3/1/27       1,920,000       2,006,045  (a) 

CommScope Technologies LLC, Senior Notes

    6.000     6/15/25       40,000       39,014  (a) 

Total Communications Equipment

                            2,045,059  

 

See Notes to Financial Statements.

 

20    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Semiconductors & Semiconductor Equipment — 0.1%

                               

Sensata Technologies UK Financing Co. PLC, Senior Notes

    6.250     2/15/26       250,000     $ 263,704  (a)  

Software — 0.0%

                               

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

    6.000     7/15/25       90,000       93,947  (a)   

Technology Hardware, Storage & Peripherals — 1.2%

                               

Dell International LLC/EMC Corp., Senior Notes

    7.125     6/15/24       1,010,000       1,050,082  (a) 

Seagate HDD Cayman, Senior Notes

    4.750     6/1/23       410,000       433,362  

Seagate HDD Cayman, Senior Notes

    4.750     1/1/25       1,330,000       1,415,526  

Seagate HDD Cayman, Senior Notes

    4.875     6/1/27       630,000       672,580  

Western Digital Corp., Senior Notes

    4.750     2/15/26       1,390,000       1,466,234  

Total Technology Hardware, Storage & Peripherals

                            5,037,784  

Total Information Technology

                            7,440,494  
Materials — 9.7%                                

Chemicals — 1.6%

                               

Braskem America Finance Co., Senior Notes

    7.125     7/22/41       1,060,000       1,048,653  (c) 

Mexichem SAB de CV, Senior Notes

    5.875     9/17/44       2,000,000       2,086,110  (a) 

OCP SA, Senior Notes

    5.625     4/25/24       1,250,000       1,306,873  (a) 

OCP SA, Senior Notes

    4.500     10/22/25       1,070,000       1,072,437  (a) 

Valvoline Inc., Senior Notes

    4.375     8/15/25       1,250,000       1,276,431  

Total Chemicals

                            6,790,504  

Containers & Packaging — 2.8%

                               

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

    6.500     6/30/27       1,080,000       1,069,400  (a)(f) 

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

    6.000     2/15/25       3,890,000       4,015,258  (a) 

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

    5.250     8/15/27       1,710,000       1,688,309  (a)(g) 

Greif Inc., Senior Notes

    6.500     3/1/27       1,680,000       1,688,089  (a) 

Pactiv LLC, Senior Notes

    7.950     12/15/25       2,220,000       2,372,392  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   21


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Containers & Packaging — continued

                               

Pactiv LLC, Senior Notes

    8.375     4/15/27       110,000     $ 118,091  

Trivium Packaging Finance BV, Senior Notes

    8.500     8/15/27       950,000       1,004,449  (a) 

Total Containers & Packaging

                            11,955,988  

Metals & Mining — 3.7%

                               

Alcoa Nederland Holding BV, Senior Notes

    7.000     9/30/26       1,450,000       1,489,926  (a) 

Anglo American Capital PLC, Senior Notes

    4.125     4/15/21       520,000       528,870  (a)  

Anglo American Capital PLC, Senior Notes

    4.875     5/14/25       1,470,000       1,590,411  (a) 

ArcelorMittal SA, Senior Notes

    7.250     10/15/39       1,140,000       1,364,818  

First Quantum Minerals Ltd., Senior Notes

    7.250     4/1/23       2,690,000       2,494,450  (a) 

Freeport-McMoRan Inc., Senior Notes

    3.875     3/15/23       680,000       687,157  

Freeport-McMoRan Inc., Senior Notes

    4.550     11/14/24       360,000       366,338  

Freeport-McMoRan Inc., Senior Notes

    4.250     3/1/30       500,000       485,782  

Freeport-McMoRan Inc., Senior Notes

    5.400     11/14/34       2,530,000       2,512,050  

Freeport-McMoRan Inc., Senior Notes

    5.450     3/15/43       220,000       218,139  

Southern Copper Corp., Senior Notes

    6.750     4/16/40       730,000       944,185  

Southern Copper Corp., Senior Notes

    5.250     11/8/42       2,380,000       2,662,082  

Teck Resources Ltd., Senior Notes

    6.000     8/15/40       460,000       458,820  

Total Metals & Mining

                            15,803,028  

Paper & Forest Products — 1.6%

                               

Inversiones CMPC SA, Senior Notes

    4.500     4/25/22       500,000       514,329  (a)  

Inversiones CMPC SA, Senior Notes

    4.375     5/15/23       460,000       480,772  (a)  

Mercer International Inc., Senior Notes

    7.375     1/15/25       2,370,000       2,331,239  

Suzano Austria GmbH, Senior Notes

    5.750     7/14/26       3,400,000       3,633,104  (a) 

Total Paper & Forest Products

                            6,959,444  

Total Materials

                            41,508,964  

 

See Notes to Financial Statements.

 

22    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

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

Equity Real Estate Investment Trusts (REITs) — 1.5%

                               

CoreCivic Inc., Senior Notes

    5.000     10/15/22       570,000     $ 560,604  

CoreCivic Inc., Senior Notes

    4.625     5/1/23       360,000       350,325  

CoreCivic Inc., Senior Notes

    4.750     10/15/27       1,490,000       1,353,151  

Diversified Healthcare Trust, Senior Notes

    9.750     6/15/25       1,730,000       1,764,600  (g)  

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

    6.375     3/1/24       780,000       802,444  

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

    5.250     8/1/26       1,570,000       1,613,811  

Total Real Estate

                            6,444,935  
Utilities — 1.9%                                

Electric Utilities — 0.6%

                               

FirstEnergy Corp., Senior Notes

    7.375     11/15/31       330,000       485,235  

Pampa Energia SA, Senior Notes

    7.375     7/21/23       920,000       776,163  (c)  

Pampa Energia SA, Senior Notes

    7.500     1/24/27       1,500,000       1,138,537  (a) 

Total Electric Utilities

                            2,399,935  

Gas Utilities — 0.7%

                               

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

    5.875     3/1/27       3,100,000       3,080,036  

Independent Power and Renewable Electricity Producers — 0.6%

                               

Listrindo Capital BV, Senior Notes

    4.950     9/14/26       1,000,000       980,145  (a)  

Minejesa Capital BV, Senior Secured Notes

    5.625     8/10/37       1,780,000       1,805,445  (a)  

Total Independent Power and Renewable Electricity Producers

                            2,785,590  

Total Utilities

                            8,265,561  

Total Corporate Bonds & Notes (Cost — $402,827,048)

                            429,443,914  
Sovereign Bonds — 24.5%                                

Argentina — 1.7%

                               

Argentine Republic Government International Bond, Senior Notes

    6.875     4/22/21       2,680,000       1,108,515  *(b) 

Argentine Republic Government International Bond, Senior Notes

    5.625     1/26/22       5,780,000       2,346,766  *(b)  

Argentine Republic Government International Bond, Senior Notes

    4.625     1/11/23       5,250,000       2,119,189  *(b)  

Provincia de Buenos Aires, Senior Notes

    9.950     6/9/21       4,780,000       1,792,500  (a)  

Total Argentina

                            7,366,970  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   23


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Armenia — 0.2%

                               

Republic of Armenia International Bond, Senior Notes

    3.950     9/26/29       800,000     $ 799,577  (a)   

Brazil — 1.5%

                               

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/21       2,826,000  BRL      552,365  

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/23       18,677,000  BRL      3,972,301  

Brazilian Government International Bond, Senior Notes

    4.625     1/13/28       1,750,000       1,842,199  

Total Brazil

                            6,366,865  

Colombia — 0.8%

                               

Colombia Government International Bond, Senior Notes

    7.375     9/18/37       2,542,000       3,488,895  

Costa Rica — 0.1%

                               

Costa Rica Government International Bond, Senior Notes

    7.158     3/12/45       500,000       396,255  (a)   

Croatia — 0.4%

                               

Croatia Government International Bond, Senior Notes

    6.625     7/14/20       630,000       634,207  (a)  

Croatia Government International Bond, Senior Notes

    5.500     4/4/23       450,000       494,116  (c)  

Croatia Government International Bond, Senior Notes

    5.500     4/4/23       410,000       450,194  (a)  

Total Croatia

                            1,578,517  

Dominican Republic — 1.0%

                               

Dominican Republic International Bond, Senior Notes

    5.500     1/27/25       4,120,000       4,124,717  (a)   

Egypt — 0.7%

                               

Egypt Government International Bond, Senior Notes

    5.577     2/21/23       1,000,000       1,007,619  (a) 

Egypt Government International Bond, Senior Notes

    7.600     3/1/29       1,950,000       1,981,976  (a) 

Total Egypt

                            2,989,595  

Ghana — 0.5%

                               

Ghana Government International Bond

    10.750     10/14/30       920,000       1,038,248  (a) 

 

See Notes to Financial Statements.

 

24    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
   

Face

Amount†

    Value  

Ghana — continued

                               

Ghana Government International Bond, Senior Notes

    8.125     1/18/26       270,000     $ 263,357  (a) 

Ghana Government International Bond, Senior Notes

    7.625     5/16/29       900,000       806,175  (a)  

Total Ghana

                            2,107,780  

Guatemala — 0.3%

                               

Guatemala Government Bond, Senior Notes

    4.375     6/5/27       1,370,000       1,417,690  (a)   

Honduras — 0.4%

                               

Honduras Government International Bond, Senior Notes

    7.500     3/15/24       400,000       425,462  (c)  

Honduras Government International Bond, Senior Notes

    6.250     1/19/27       1,200,000       1,269,012  (a) 

Total Honduras

                            1,694,474  

Hungary — 0.3%

                               

Hungary Government International Bond, Senior Notes

    5.750     11/22/23       942,000       1,066,424  

Hungary Government International Bond, Senior Notes

    5.375     3/25/24       300,000       339,715  

Total Hungary

                            1,406,139  

Indonesia — 4.4%

                               

Indonesia Government International Bond, Senior Notes

    5.875     1/15/24       2,369,000       2,673,262  (a) 

Indonesia Government International Bond, Senior Notes

    4.125     1/15/25       1,110,000       1,201,442  (a) 

Indonesia Government International Bond, Senior Notes

    3.850     7/18/27       4,370,000       4,716,301  (a) 

Indonesia Government International Bond, Senior Notes

    3.500     1/11/28       520,000       552,061  

Indonesia Government International Bond, Senior Notes

    6.625     2/17/37       4,635,000       6,233,047  (c) 

Indonesia Treasury Bond, Senior Notes

    8.250     7/15/21       7,604,000,000  IDR      536,366  

Indonesia Treasury Bond, Senior Notes

    7.000     5/15/22       40,240,000,000  IDR      2,800,550  

Indonesia Treasury Bond, Senior Notes

    8.375     3/15/34       209,000,000  IDR      14,837  

Total Indonesia

                            18,727,866  

Ivory Coast — 0.3%

                               

Ivory Coast Government International Bond, Senior Notes

    5.750     12/31/32       1,282,500       1,215,772  (a)   

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   25


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Jamaica — 0.4%

                               

Jamaica Government International Bond, Senior Notes

    6.750     4/28/28       1,000,000     $ 1,053,570  

Jamaica Government International Bond, Senior Notes

    8.000     3/15/39       500,000       562,152  

Total Jamaica

                            1,615,722  

Kenya — 0.1%

                               

Kenya Government International Bond, Senior Notes

    7.250     2/28/28       600,000       571,602  (a)   

Mexico — 1.1%

                               

Mexico Government International Bond, Senior Notes

    3.600     1/30/25       2,200,000       2,306,590  

Total Mexico

                            4,786,858  

Nigeria — 0.5%

                               

Nigeria Government International Bond, Senior Notes

    7.875     2/16/32       2,200,000       1,957,725  (c)   

Oman — 0.2%

                               

Oman Government International Bond, Senior Notes

    5.625     1/17/28       1,000,000       837,574  (a)   

Panama — 0.1%

                               

Panama Government International Bond, Senior Notes

    6.700     1/26/36       460,000       641,955  

Paraguay — 0.2%

                               

Paraguay Government International Bond, Senior Notes

    5.000     4/15/26       730,000       793,196  (a)   

Peru — 1.4%

                               

Peruvian Government International Bond, Senior Notes

    7.350     7/21/25       750,000       954,304  

Peruvian Government International Bond, Senior Notes

    2.783     1/23/31       730,000       770,150  

Peruvian Government International Bond, Senior Notes

    8.750     11/21/33       2,604,000       4,338,134  

Total Peru

                            6,062,588  

Poland — 0.3%

                               

Republic of Poland Government International Bond, Senior Notes

    5.125     4/21/21       1,390,000       1,445,954  

Russia — 3.2%

                               

Russian Federal Bond — OFZ

    7.000     1/25/23       74,770,000  RUB      1,122,945  

Russian Federal Bond — OFZ

    7.750     9/16/26       375,770,000  RUB      6,113,978  

 

See Notes to Financial Statements.

 

26    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Russia — continued

                               

Russian Foreign Bond — Eurobond, Senior Notes

    12.750     6/24/28       42,000     $ 73,317  (c)  

Russian Foreign Bond — Eurobond, Senior Notes

    5.875     9/16/43       4,400,000       6,291,718  (a)  

Total Russia

                            13,601,958  

Senegal — 0.1%

                               

Senegal Government International Bond, Senior Notes

    6.250     7/30/24       450,000       450,817  (c)   

South Africa — 0.7%

                               

Republic of South Africa Government International Bond, Senior Notes

    4.875     4/14/26       1,500,000       1,468,905  

Republic of South Africa Government International Bond, Senior Notes

    5.650     9/27/47       1,800,000       1,471,500  

Total South Africa

                            2,940,405  

Sri Lanka — 0.5%

                               

Sri Lanka Government International Bond, Senior Notes

    6.250     7/27/21       2,700,000       1,944,000  (c)   

Turkey — 1.6%

                               

Turkey Government International Bond, Senior Notes

    4.250     4/14/26       5,000,000       4,447,290  

Turkey Government International Bond, Senior Notes

    4.875     10/9/26       2,800,000       2,542,403  

Total Turkey

                            6,989,693  

Ukraine — 1.2%

                               

Ukraine Government International Bond, Senior Notes

    7.750     9/1/20       1,810,000       1,813,218  (a)  

Ukraine Government International Bond, Senior Notes

    7.375     9/25/32       3,300,000       3,160,047  (a)  

Total Ukraine

                            4,973,265  

Uruguay — 0.3%

                               

Uruguay Government International Bond, Senior Notes

    9.875     6/20/22       62,870,000  UYU      1,428,087  (c)   

Total Sovereign Bonds (Cost — $101,382,639)

                            104,722,511  
U.S. Government & Agency Obligations — 9.1%

 

                       

U.S. Government Obligations — 9.1%

                               

U.S. Treasury Notes

    1.375     1/31/21       2,350,000       2,368,772  

U.S. Treasury Notes

    2.250     4/30/21       3,000,000       3,056,543  (h)  

U.S. Treasury Notes

    1.375     5/31/21       3,000,000       3,035,215  (h)  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   27


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

U.S. Government Obligations — continued

                               

U.S. Treasury Notes

    1.750     7/31/21       1,800,000     $ 1,832,695  

U.S. Treasury Notes

    1.625     12/31/21       3,750,000       3,836,133  

U.S. Treasury Notes

    1.125     2/28/22       3,000,000       3,050,508  (h) 

U.S. Treasury Notes

    1.625     5/31/23       2,500,000       2,607,178  (h) 

U.S. Treasury Notes

    2.750     8/31/23       4,250,000       4,600,459  (h) 

U.S. Treasury Notes

    2.875     9/30/23       2,700,000       2,939,309  (h) 

U.S. Treasury Notes

    2.125     11/30/23       4,750,000       5,066,450  (h) 

U.S. Treasury Notes

    2.125     3/31/24       3,000,000       3,216,445  (h) 

U.S. Treasury Notes

    2.000     6/30/24       3,250,000       3,481,055  (h) 

Total U.S. Government & Agency Obligations (Cost — $37,153,665)

 

            39,090,762  
Senior Loans — 7.1%                                
Communication Services — 0.5%                                

Media — 0.5%

                               

Charter Communications Operating LLC, Term Loan B2 (1 mo. USD LIBOR + 1.750%)

    1.930     2/1/27       997,494       977,430  (e)(i)(j) 

iHeartCommunications Inc., New Term Loan (1 mo. USD LIBOR + 3.000%)

    3.174     5/1/26       1,109,647       1,041,682  (e)(i)(j) 

Total Communication Services

                            2,019,112  
Consumer Discretionary — 5.1%                                

Diversified Consumer Services — 0.4%

                               

Prime Security Services Borrower LLC, 2019 Refinancing Term Loan B1 (1 mo. USD LIBOR + 3.250%)

    4.250     9/23/26       1,853,169       1,809,619  (e)(i)(j)  

Hotels, Restaurants & Leisure — 3.3%

                               

1011778 BC Unlimited Liability Co., Term Loan B4 (1 mo. USD LIBOR + 1.750%)

    1.924     11/19/26       3,818,438       3,675,246  (e)(i)(j) 

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

    1.924     3/11/25       1,179,497       1,130,843  (e)(i)(j) 

Caesars Resort Collection LLC, Term Loan B (1 mo. USD LIBOR + 2.750%)

    2.924     12/23/24       1,286,836       1,176,536  (e)(i)(j) 

Four Seasons Hotels Ltd., Restated Term Loan (1 mo. USD LIBOR + 2.000%)

    2.174     11/30/23       744,231       711,405  (e)(i)(j) 

 

See Notes to Financial Statements.

 

28    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Hotels, Restaurants & Leisure — continued

 

                       

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

    1.918     6/22/26       3,140,813     $ 3,003,045  (e)(i)(j) 

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

    1.924     5/30/25       4,475,814       4,282,794  (e)(i)(j) 

Total Hotels, Restaurants & Leisure

                            13,979,869  

Specialty Retail — 1.4%

                               

Michaels Stores Inc., 2018 New Replacement Term Loan B (1 mo. USD LIBOR + 2.500%)

    3.500 - 3.568     1/30/23       837,604       731,648  (e)(i)(j)(k) 

Party City Holdings Inc., 2018 Replacement Term Loan (1 mo. USD LIBOR + 2.500%)

    3.250 - 4.100     8/19/22       3,163,090       1,588,466  (e)(i)(j) 

PetSmart Inc., Term Loan B2 (3 mo. USD LIBOR + 4.000%)

    5.000     3/11/22       3,725,314       3,671,762  (e)(i)(j) 

Total Specialty Retail

                            5,991,876  

Total Consumer Discretionary

                            21,781,364  
Energy — 0.5%                                

Oil, Gas & Consumable Fuels — 0.5%

                               

Chesapeake Energy Corp., Term Loan A (2 mo. USD LIBOR + 8.000%)

    9.000     6/24/24       3,610,000       1,919,318  (e)(i)(j)  
Financials — 0.4%                                

Diversified Financial Services — 0.4%

                               

Trans Union LLC, Term Loan B5 (1 mo. USD LIBOR + 1.750%)

    1.924     11/16/26       1,976,987       1,904,333  (e)(i)(j)  
Health Care — 0.3%                                

Health Care Providers & Services — 0.3%

 

                       

Option Care Health Inc., First Lien Term Loan B (1 mo. USD LIBOR + 4.500%)

    4.674     8/6/26       1,346,625       1,306,226  (e)(i)(j)  
Industrials — 0.2%                                

Airlines — 0.2%

                               

Delta Air Lines Inc., Initial Term Loan

          4/29/23       1,000,000       988,625  (k)   

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   29


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Utilities — 0.1%                                

Electric Utilities — 0.1%

                               

Panda Temple Power LLC, Second Lien Term Loan (1 mo. USD LIBOR + 8.000% PIK)

    9.000     2/7/23       362,086     $ 362,086  (e)(f)(i)(j)  

Total Senior Loans (Cost — $32,852,293)

                            30,281,064  
Convertible Bonds & Notes — 0.8%                                
Communication Services — 0.8%                                

Media — 0.8%

                               

DISH Network Corp., Senior Notes (Cost — $3,264,339)

    3.375     8/15/26       4,030,000       3,561,105  
Non-U.S. Treasury Inflation Protected Securities — 0.1%

 

               

Argentina — 0.1%

                               

Argentina Treasury Bond (Cost — $307,398)

    1.000     8/5/21       32,535,895  ARS      261,171  (l)   
                   Shares         
Common Stocks — 0.0%                                
Energy — 0.0%                                

Energy Equipment & Services — 0.0%

                               

Hercules Offshore Inc. (Escrow)

                    37,071       32,798  *(l)(m)  

KCAD Holdings I Ltd.

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

Total Energy Equipment & Services

                            32,798  

Oil, Gas & Consumable Fuels — 0.0%

                               

MWO Holdings LLC

                    417       31,963  *(l)(m)  

Total Common Stocks (Cost — $2,299,572)

 

    64,761  

Total Investments before Short-Term Investments (Cost — $580,086,954)

 

    607,425,288  
     Rate                       
Short-Term Investments — 0.3%                                

Dreyfus Government Cash

                               

Management, Institutional Shares (Cost — $1,318,712)

    0.095             1,318,712       1,318,712  

Total Investments — 142.4% (Cost — $581,405,666)

 

                    608,744,000  

Liabilities in Excess of Other Assets — (42.4)%

 

                    (181,225,328

Total Net Assets — 100.0%

                          $ 427,518,672  

 

See Notes to Financial Statements.

 

30    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

 

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.

 

* 

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) 

The coupon payment on these securities is currently in default as of May 31, 2020.

 

(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) 

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

 

(h) 

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

 

(i) 

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

 

(j) 

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.

 

(k) 

All or a portion of this loan is unfunded as of May 31, 2020. The interest rate for fully unfunded term loans is to be determined.

 

(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.

 

Abbreviation(s) used in this schedule:

ARS   — Argentine Peso
BRL   — Brazilian Real
EUR   — Euro
GBP   — British Pound
ICE   — Intercontinental Exchange
IDR   — Indonesian Rupiah
JSC   — Joint Stock Company
LIBOR   — London Interbank Offered Rate
OFZ   — Obligatsyi Federal’novo Zaima (Russian Federal Loan Obligation)
OJSC   — Open Joint Stock Company
PIK   Payment-In-Kind
PJSC   — Private Joint Stock Company
RUB   — Russian Ruble
USD   — United States Dollar
UYU   — Uruguayan Peso

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   31


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Summary of Investments by Country** (unaudited)       
United States      52.4
United Kingdom      4.5  
Brazil      4.5  
Indonesia      3.8  
Russia      3.4  
Mexico      2.8  
Israel      2.7  
Argentina      2.6  
France      2.3  
Italy      2.1  
Canada      1.8  
Peru      1.7  
Colombia      1.6  
Turkey      1.5  
Switzerland      1.0  
Netherlands      0.9  
Luxembourg      0.8  
South Africa      0.8  
Ukraine      0.8  
Dominican Republic      0.7  
Germany      0.5  
Egypt      0.5  
Zambia      0.4  
Morocco      0.4  
Kazakhstan      0.4  
Ghana      0.4  
Panama      0.4  
Nigeria      0.3  
Sri Lanka      0.3  
Cayman Islands      0.3  
Honduras      0.3  
Jamaica      0.3  
Croatia      0.3  
Poland      0.2  
Uruguay      0.2  
Guatemala      0.2  
Hungary      0.2  
Ireland      0.2  
Ivory Coast      0.2  
Chile      0.2  
South Korea      0.2  

 

See Notes to Financial Statements.

 

32    Western Asset Global High Income Fund Inc. 2020 Annual Report


Western Asset Global High Income Fund Inc.

 

Summary of Investments by Country** (unaudited) (cont’d)       
Hong Kong      0.1
Oman      0.1  
Armenia      0.1  
Paraguay      0.1  
Kenya      0.1  
Senegal      0.1  
Costa Rica      0.1  
Macau      0.0 ‡ 
Short-Term Investments      0.2  
       100.0

 

**

As a percentage of total investments. Please note that the Fund holdings are as of May 31, 2020 and are subject to change.

Represents less than 0.1%.

At May 31, 2020, 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      0.520      3/25/2020        6/5/2020      $ 3,015,000        U.S. Government & Agency Obligations      $ 3,035,215  
Deutsche Bank AG      0.520      3/26/2020        6/5/2020        3,015,000        U.S. Government & Agency Obligations        3,050,508  
Deutsche Bank AG      0.720      3/13/2020        6/5/2020        24,672,750        U.S. Government & Agency Obligations        24,967,438  
                                $ 30,702,750               $ 31,053,161  

 

*

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

At May 31, 2020, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
   

Currency

Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
GBP     576,164     USD     718,043     BNP Paribas SA     7/16/20     $ (6,337)  
USD     21,865     EUR     20,000     BNP Paribas SA     7/16/20       (359)  
USD     784,437     EUR     720,000     BNP Paribas SA     7/16/20       (15,595)  
USD     1,604,854     EUR     1,468,000     BNP Paribas SA     7/16/20       (26,321)  
USD     2,633,573     GBP     2,121,215     Citibank N.A.     7/16/20       13,344  
GBP     1,000,000     USD     1,241,425     Goldman Sachs Group Inc.     7/16/20       (6,176)  
MXN     1,511,611     USD     61,407     Goldman Sachs Group Inc.     7/16/20       6,274  
USD     573,179     EUR     522,397     JPMorgan Chase & Co.     7/16/20       (7,285)  
Total                                   $ (42,455)  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   33


Schedule of investments (cont’d)

May 31, 2020

 

Western Asset Global High Income Fund Inc.

 

Abbreviation(s) used in this table:

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

 

See Notes to Financial Statements.

 

34    Western Asset Global High Income Fund Inc. 2020 Annual Report


Statement of assets and liabilities

May 31, 2020

 

Assets:         

Investments, at value (Cost — $581,405,666)

   $ 608,744,000  

Foreign currency, at value (Cost — $788,827)

     700,347  

Cash

     514,320  

Interest receivable

     9,099,186  

Receivable for securities sold

     9,045,824  

Security litigation proceeds receivable

     22,127  

Unrealized appreciation on forward foreign currency contracts

     19,618  

Deposits with brokers for futures contracts

     10,004  

Other receivables

     3,329  

Prepaid expenses

     18,648  

Total Assets

     628,177,403  
Liabilities:         

Loan payable (Note 5)

     158,000,000  

Payable for open reverse repurchase agreements (Note 3)

     30,702,750  

Payable for securities purchased

     8,325,204  

Distributions payable

     2,939,121  

Investment management fee payable

     432,860  

Unrealized depreciation on forward foreign currency contracts

     62,073  

Interest expense payable

     56,858  

Directors’ fees payable

     9,808  

Accrued expenses

     130,057  

Total Liabilities

     200,658,731  
Total Net Assets    $ 427,518,672  
Net Assets:         

Par value ($0.001 par value; 43,867,477 shares issued and outstanding; 100,000,000 shares authorized)

   $ 43,867  

Paid-in capital in excess of par value

     533,095,344  

Total distributable earnings (loss)

     (105,620,539
Total Net Assets    $ 427,518,672  
Shares Outstanding      43,867,477  
Net Asset Value    $ 9.75  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   35


Statement of operations

For the Year Ended May 31, 2020

 

Investment Income:         

Interest

   $ 46,088,054  

Dividends

     18,865  

Total Investment Income

     46,106,919  
Expenses:         

Investment management fee (Note 2)

     5,601,072  

Interest expense (Notes 3 and 5)

     5,219,099  

Transfer agent fees

     1,016,484  

Legal fees

     312,885  

Directors’ fees

     146,072  

Audit and tax fees

     75,984  

Custody fees

     36,867  

Shareholder reports

     28,544  

Stock exchange listing fees

     22,695  

Fund accounting fees

     8,000  

Insurance

     7,063  

Commitment fees (Note 5)

     6,459  

Miscellaneous expenses

     190,221  

Total Expenses

     12,671,445  

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

     (97,891

Net Expenses

     12,573,554  
Net Investment Income      33,533,365  
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts,
Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
        

Net Realized Gain (Loss) From:

        

Investment transactions

     (31,680,941

Futures contracts

     49,850  

Forward foreign currency contracts

     462,310  

Foreign currency transactions

     (617,811

Net Realized Loss

     (31,786,592

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     (2,733,290

Forward foreign currency contracts

     (237,138

Foreign currencies

     (62,297

Change in Net Unrealized Appreciation (Depreciation)

     (3,032,725
Net Loss on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions      (34,819,317
Decrease in Net Assets From Operations    $ (1,285,952

 

See Notes to Financial Statements.

 

36    Western Asset Global High Income Fund Inc. 2020 Annual Report


Statements of changes in net assets

 

For the Years Ended May 31,    2020     2019  
Operations:                 

Net investment income

   $ 33,533,365     $ 32,149,912  

Net realized loss

     (31,786,592     (18,544,844

Change in net unrealized appreciation (depreciation)

     (3,032,725     15,793,374  

Increase (Decrease) in Net Assets From Operations

     (1,285,952     29,398,442  
Distributions to Shareholders From (Note 1):                 

Total distributable earnings

     (30,138,905     (30,963,056

Return of capital

     (4,158,234     (1,693,954

Decrease in Net Assets From Distributions to Shareholders

     (34,297,139     (32,657,010
Fund Share Transactions:                 

Cost of shares repurchased (239,229 and 816,259 shares repurchased, respectively)

     (1,781,056     (7,135,435

Decrease in Net Assets From Fund Share Transactions

     (1,781,056     (7,135,435

Decrease in Net Assets

     (37,364,147     (10,394,003
Net Assets:                 

Beginning of year

     464,882,819       475,276,822  

End of year

   $ 427,518,672     $ 464,882,819  

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   37


Statement of cash flows

For the Year Ended May 31, 2020

 

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

Net decrease in net assets resulting from operations

   $ (1,285,952)  

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

        

Purchases of portfolio securities

     (391,728,966)  

Sales of portfolio securities

     415,533,745  

Net purchases, sales and maturities of short-term investments

     (869,657)  

Payment-in-kind

     (125,242)  

Return of capital

     46,362  

Net amortization of premium (accretion of discount)

     (8,128,195)  

Increase in receivable for securities sold

     (4,519,690)  

Increase in security litigation proceeds receivable

     (22,127)  

Decrease in interest receivable

     812,740  

Decrease in prepaid expenses

     102  

Decrease in other receivables

     1,238  

Decrease in payable for securities purchased

     (261,100)  

Decrease in investment management fee payable

     (32,626)  

Decrease in Directors’ fees payable

     (2,362)  

Decrease in interest expense payable

     (16,545)  

Increase in accrued expenses

     34,347  

Net realized loss on investments

     31,680,941  

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

     2,970,428  

Net Cash Provided by Operating Activities*

     44,087,441  
Cash Flows From Financing Activities:         

Distributions paid on common stock

     (34,092,634)  

Repayment of loan facility borrowings

     (22,000,000)  

Increase in payable for reverse repurchase agreements

     13,793,250  

Payment for shares repurchased

     (1,781,056)  

Net Cash Used in Financing Activities

     (44,080,440)  
Net Increase in Cash and Restricted Cash      7,001  

Cash and restricted cash at beginning of year

     1,217,670  

Cash and restricted cash at end of year

   $ 1,224,671  

 

*

Included in operating expenses is cash of $5,236,419 paid for interest and commitment fees on borrowings.

 

 

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, 2020  
Cash    $ 1,214,667  
Restricted cash      10,004  
Total cash and restricted cash shown in the Statement of Cash Flows    $ 1,224,671  

 

 

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

 

See Notes to Financial Statements.

 

38    Western Asset Global High Income Fund Inc. 2020 Annual Report


Financial highlights

 

For a share of capital stock outstanding throughout each year ended May 31:  
     20201     20191     20181     20171     20161  
Net asset value, beginning of year     $10.54       $10.58       $11.31       $10.55       $12.33  
Income (loss) from operations:          

Net investment income

    0.76       0.72       0.73       0.82       0.97  

Net realized and unrealized gain (loss)

    (0.78)       (0.04)       (0.69)       0.98       (1.59)  

Total income (loss) from operations

    (0.02)       0.68       0.04       1.80       (0.62)  
Less distributions from:          

Net investment income

    (0.69)       (0.70)       (0.75)       (0.93)       (1.16)  

Return of capital

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

Total distributions

    (0.78)       (0.74)       (0.78)       (1.04)       (1.16)  

Anti-dilutive impact of repurchase plan

    0.01 2       0.03 2       0.01 2              
Net asset value, end of year     $9.75       $10.54       $10.58       $11.31       $10.55  
Market price, end of year     $9.07       $9.59       $9.18       $10.23       $9.52  

Total return, based on NAV3,4

    (0.17) %5,6      6.90     0.29     17.82     (4.66)

Total return, based on Market Price7

    2.66     13.17     (2.99)     19.21     (1.08)
Net assets, end of year (millions)     $428       $465       $475       $512       $327  
Ratios to average net assets:          

Gross expenses

    2.76 %6       2.54     2.06 %8       1.89 %8       1.79 %8  

Net expenses9

    2.73 6       2.52       2.02 8       1.82 8       1.72 8  

Net investment income

    7.29       6.93       6.58       7.41       8.99  
Portfolio turnover rate     60     89     97     78     71
Supplemental data:

 

       

Loan Outstanding, End of Year (000s)

    $158,000       $180,000       $168,000       $171,000       $120,000  

Asset Coverage Ratio for Loan Outstanding10

    371     358     383     399     373

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding10

    $3,706       $3,583       $3,829       $3,992       $3,729  

Weighted Average Loan (000s)

    $175,765       $177,490       $170,507       $156,400       $120,027  

Weighted Average Interest Rate on Loan

    2.74     3.06     2.36     1.72     1.18

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   39


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 

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.

 

4 

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

 

5 

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.

 

6 

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.

 

7 

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.

 

8 

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.

 

9 

Reflects fee waivers and/or expense reimbursements.

 

10 

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.

 

40    Western Asset Global High Income Fund Inc. 2020 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 October 31, 2019 and April 1, 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 use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   41


Notes to financial statements (cont’d)

 

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

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

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

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

 

42    Western Asset Global High Income Fund Inc. 2020 Annual Report


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.

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

        $ 429,443,914           $ 429,443,914  

Sovereign Bonds

          104,722,511             104,722,511  

U.S. Government & Agency Obligations

          39,090,762             39,090,762  

Senior Loans

          30,281,064             30,281,064  

Convertible Bonds & Notes

          3,561,105             3,561,105  

Non-U.S. Treasury Inflation Protected Securities

          261,171             261,171  

Common Stocks

              $ 64,761       64,761  
Total Long-Term Investments           607,360,527       64,761       607,425,288  
Short-Term Investments†   $ 1,318,712                   1,318,712  
Total Investments   $ 1,318,712     $ 607,360,527     $ 64,761     $ 608,744,000  
Other Financial Instruments:                                

Forward Foreign Currency Contracts

        $ 19,618           $ 19,618  
Total   $ 1,318,712     $ 607,380,145     $ 64,761     $ 608,763,618  
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

        $ 62,073           $ 62,073  

 

See Schedule of Investments for additional detailed categorizations.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   43


Notes to financial statements (cont’d)

 

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

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

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

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

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

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

(d) 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.

 

44    Western Asset Global High Income Fund Inc. 2020 Annual Report


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

(e) 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, 2020, the Fund had sufficient cash and/or securities to cover these commitments.

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

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

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

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   45


Notes to financial statements (cont’d)

 

(h) 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.

(i) 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 are presented in the Statement of Cash Flows.

(j) 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.

(k) 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

 

46    Western Asset Global High Income Fund Inc. 2020 Annual Report


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.

(l) 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.

(m) 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 derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   47


Notes to financial statements (cont’d)

 

contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

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

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

As of May 31, 2020, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $62,073. 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.

(n) 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.

(o) 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.

 

48    Western Asset Global High Income Fund Inc. 2020 Annual Report


(p) 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.

(q) 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.

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, 2020, 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.

(r) 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 Fund had no reclassifications.

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. LMPFA, Western Asset, Western Asset Limited and Western Asset Singapore are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.85% 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

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   49


Notes to financial statements (cont’d)

 

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.

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.

Effective December 1, 2018, LMPFA implemented a voluntary investment management fee waiver of 0.025% that continued until November 30, 2019.

During the year ended May 31, 2020, fees waived and/or expenses reimbursed amounted to $97,891.

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

3. Investments

During the year ended May 31, 2020, 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      $ 334,495,329        $ 57,233,637  
Sales        372,166,902          43,366,843  

At May 31, 2020, 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    $ 588,910,526      $ 44,882,359      $ (25,048,885)      $ 19,833,474  
Forward foreign currency contracts             19,618        (62,073)        (42,455)  

Transactions in reverse repurchase agreements for the Fund during the year ended May 31, 2020 were as follows:

 

Average Daily
Balance*
  Weighted Average
Interest Rate*
  Maximum Amount
Outstanding
$23,205,439   1.77%   $30,702,750

 

*

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

 

50    Western Asset Global High Income Fund Inc. 2020 Annual Report


Interest rates on reverse repurchase agreements ranged from 0.52% to 2.70% during the year ended May 31, 2020. Interest expense incurred on reverse repurchase agreements totaled $409,916.

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, 2020.

 

ASSET DERIVATIVES1  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ 19,618  

 

LIABILITY DERIVATIVES1  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ 62,073  

 

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, 2020. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Total  
Futures contracts    $ 49,850             $ 49,850  
Forward foreign currency contracts           $ 462,310        462,310  
Total    $ 49,850      $ 462,310      $ 512,160  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ (237,138)  

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   51


Notes to financial statements (cont’d)

 

During the year ended May 31, 2020, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)†      $ 2,417,148  
Futures contracts (to sell)†        989,028  
Forward foreign currency contracts (to buy)        1,365,643  
Forward foreign currency contracts (to sell)        8,267,868  

 

  

At May 31, 2020, there were no open positions held in this derivative.

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, 2020.

 

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
 
BNP Paribas SA           $ (48,612)      $ (48,612)             $ (48,612)  
Citibank N.A.    $ 13,344               13,344               13,344  
Goldman Sachs Group Inc.      6,274        (6,176)        98               98  
JPMorgan Chase & Co.             (7,285)        (7,285)               (7,285)  
Total    $ 19,618      $ (62,073)      $ (42,455)             $ (42,455)  

 

1  

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

 

2 

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

5. Loan

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. 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

 

52    Western Asset Global High Income Fund Inc. 2020 Annual Report


to utilize borrowing under the agreement. Interest expense related to this loan for the year ended May 31, 2020 was $4,808,867. For the year ended May 31, 2020, the Fund incurred commitment fees of $6,459. For the year ended May 31, 2020, 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 $175,765,027 and the weighted average interest rate was 2.74%. At May 31, 2020 the Fund had $158,000,000 of borrowings outstanding per the Credit Agreement.

6. Distributions subsequent to May 31, 2020

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  
5/21/2020        6/1/2020        $ 0.0670  
6/23/2020        7/1/2020        $ 0.0670  
7/24/2020        8/3/2020        $ 0.0670  
8/24/2020        9/1/2020        $ 0.0670  

7. 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, 2020, the Fund repurchased and retired 0.54% of its common shares outstanding under the repurchase plan. The weighted average discount per share on these repurchases was 13.32% for the year ended May 31, 2020. Shares repurchased and the corresponding dollar amount are included in the Statements of Changes in Net Assets. The anti-dilutive impact of these share repurchases is included in the Financial Highlights.

Since the commencement of the stock repurchase program through May 31, 2020, the Fund repurchased 1,374,693 shares or 3.04% of its common shares outstanding for a total amount of $11,947,493.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   53


Notes to financial statements (cont’d)

 

8. Income tax information and distributions to shareholders

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

 

        2020        2019  
Distributions paid from:                      
Ordinary income      $ 30,138,905        $ 30,963,056  
Tax return of capital        4,158,234          1,693,954  
Total distributions paid      $ 34,297,139        $ 32,657,010  

As of May 31, 2020, the components of distributable earnings (loss) on a tax basis were as follows:

 

Deferred capital losses*      $ (122,139,043)  
Other book/tax temporary differences(a)        (3,147,225)  
Unrealized appreciation (depreciation)(b)        19,665,729  
Total distributable earnings (loss) — net      $ (105,620,539)  

 

*

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

 

(a) 

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, the difference between cash and accrual basis distributions paid, 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 and the difference between book and tax amortization methods for premiums on fixed income securities.

9. Other matters

On February 18, 2020, Franklin Resources, Inc. (“Franklin Resources”) and Legg Mason announced that they have entered into a definitive agreement for Franklin Resources to acquire Legg Mason in an all-cash transaction. As part of this transaction, LMPFA and the subadviser(s), each currently a subsidiary of Legg Mason, would become a subsidiary of Franklin Resources. The transaction is subject to approval by Legg Mason’s shareholders and customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the transaction is expected to be consummated later this year.

Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the Fund’s management contract, and any related subadvisory contract(s), where applicable. Therefore, the Fund’s Board has approved new management and subadvisory contracts that have been presented to the shareholders of the Fund for their approval.

***

 

54    Western Asset Global High Income Fund Inc. 2020 Annual Report


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. Plans are underway to phase out the use of LIBOR by the end of 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.

10. Subsequent event

The Fund announced on June 22, 2020 that the Fund’s Board has authorized (subject to certain conditions) a cash tender offer for up to 50% of the Fund’s outstanding shares of common stock (the “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. The commencement of the tender offer will be announced at a later date. The tender offer will not expire prior to November 13, 2020, or such later date as determined by the Fund’s Board. The commencement of the tender offer is pursuant to an agreement between the Fund and Saba Capital Management, L.P. (“Saba”) and certain associated parties (the “Settlement Agreement”). During the effective period of the Settlement Agreement, Saba has agreed to (1) be bound by the terms of the Settlement Agreement, including certain standstill covenants, and (2) vote its Shares on all proposals submitted to shareholders in accordance with the recommendation of the Fund’s Board.

 

Western Asset Global High Income Fund Inc. 2020 Annual Report   55


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, 2020, the related statements of operations and cash flows for the year ended May 31, 2020, the statement of changes in net assets for each of the two years in the period ended May 31, 2020, including the related notes, and the financial highlights for each of the three years in the period ended May 31, 2020 (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, 2020, 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, 2020 and the financial highlights for each of the three years in the period ended May 31, 2020 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 each of the periods ended on or prior to May 31, 2017 (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, 2020 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 22, 2020

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

 

56    Western Asset Global High Income Fund Inc. 2020 Annual Report


Board approval of new management and new subadvisory agreements (unaudited)

 

Background

On March 9, 2020, during a telephonic meeting of the Boards of Directors (each, a “Board” and each Board member, a “Director” or a “Board Member”) of the closed-end funds under the Board’s purview (each, a “Fund” and together, the “Funds”), Board Members discussed with management of Legg Mason, Inc. (“Legg Mason”) and certain representatives of Franklin Resources, Inc. and its subsidiaries (together, “Franklin Templeton”) the acquisition of Legg Mason by Franklin Templeton (the “Transaction”) and Franklin Templeton’s plans and intentions regarding the Funds and Legg Mason’s asset management business, including the preservation and continued investment autonomy of the investment advisory businesses conducted by Legg Mason’s separate investment advisory subsidiaries and the combination of Legg Mason’s and Franklin Templeton’s distribution resources. The Board of each Fund was advised that the Transaction, if completed, would constitute a change of control under the Investment Company Act of 1940, as amended (the “1940 Act”), that would result in the termination of the current management agreement between each Fund and Legg Mason Partners Fund Advisor, LLC (the “Manager”) (the “Current Management Agreements”) and the current subadvisory agreements with each Fund’s subadviser or subadvisers (each, a “Subadviser” and together, the “Subadvisers”) (the “Current Subadvisory Agreements”).

At meetings held on April 1, 2020 the Board of each Fund, including a majority of the Board Members who are not “interested persons” of the Fund or the Manager as defined in the 1940 Act (the “Independent Board Members”), approved the new management agreement between each Fund and the Manager (each, a “New Management Agreement”) and each new subadvisory agreement between each Fund’s Manager and its Subadviser or Subadvisers relating to the Fund (each, a “New Subadvisory Agreement”).1 (The New Management Agreement for a Fund and the New Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “New Agreements,” the Current Management Agreement for a Fund and the Current Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “Current Agreements,” and the Manager and the Subadviser or Subadvisers for a Fund are referred to, collectively, as the “Advisers.”)

At these meetings, which included meetings of the full Board of each Fund and separate meetings of the Independent Board Members, the Board considered, among other things, whether it would be in the best interests of each Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Funds and their shareholders. To assist the Board of each Fund in its consideration of the New

 

1 

This meeting was held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the exemptive order is necessary and appropriate due to circumstances related to current or potential effects of COVID-19. All Board Members participating in the telephonic meeting were able to hear each other simultaneously during the meeting. Reliance on the exemptive order requires Board Members, including a majority of the Independent Board Members, to ratify actions taken pursuant to the exemptive order by vote cast at the next in-person meeting.

 

Western Asset Global High Income Fund Inc.   57


Board approval of new management and new subadvisory agreements (unaudited) (cont’d)

 

Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, Legg Mason provided materials and information about Legg Mason, including performance and expense comparison data and profitability information by Fund and with respect to the Legg Mason fund complex as a whole, and Franklin Templeton and Legg Mason provided materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.

Before and during the April 1, 2020 meetings, the Board of each Fund sought certain information as it deemed necessary and appropriate. In connection with their consideration of the New Agreements, the Independent Board Members worked with their independent legal counsel to prepare requests for additional information that were submitted to Franklin Templeton and Legg Mason. The requests for information of the Board of each Fund sought information relevant to the Board’s consideration of the New Agreements and other anticipated impacts of the Transaction on the Funds and their shareholders. Franklin Templeton and Legg Mason provided documents and information in response to these requests for information. Following their review of this information, the Independent Board Members requested additional information from Franklin Templeton and Legg Mason. Franklin Templeton and Legg Mason provided further information in response to these requests, which the Board of each Fund reviewed. Senior management representatives from Franklin Templeton and Legg Mason participated in a portion of each of these meetings and addressed various questions raised by the Board of each Fund.

At the April 1, 2020 meeting of the Board of each Fund, representatives of Legg Mason and Franklin Templeton made presentations to, and responded to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Agreements.

Board Approval of New Management Agreements and New Subadvisory Agreements

Each Fund’s Board’s evaluation of the New Agreements reflected the information provided specifically in connection with their review of the New Agreements, as well as, where relevant, information that was previously furnished to the Board in connection with the most recent renewal of the Current Agreements at in-person meetings held on November 14, 2019 and at other Board meetings throughout the prior year.

Among other things, the Board Members considered:

 

(i)

the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;

 

58    Western Asset Global High Income Fund Inc.


 

(ii)

that Franklin Templeton has informed the Board of each Fund that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries;

 

(iii)

that Franklin Templeton and Legg Mason have informed the Board of each Fund that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and have represented that there are not expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;

 

(iv)

that Franklin Templeton and Legg Mason have informed the Board of each Fund regarding transition plans, including Legg Mason’s provision of retention incentives for certain Legg Mason corporate personnel until the Transaction closes, and Franklin Templeton’s provision of long-term retention mechanisms for certain personnel following the closing;

 

(v)

that there are not expected to be any changes to any Fund’s custodian or other service providers as a result of the Transaction;

 

(vi)

that Franklin Templeton has informed the Board of each Fund that it has no present intention to alter currently effective expense waivers and reimbursements after their expiration, and, while it reserves the right to do so in the future, it would consult with the applicable Fund’s Board before making any changes;

 

(vii)

that Franklin Templeton does not expect to propose any changes to the investment objective(s) of any Fund or any changes to the principal investment strategies of any Fund as a result of the Transaction;

 

(viii)

the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment opportunities;

 

(ix)

that Franklin Templeton and Legg Mason will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;

 

(x)

the fact that each Fund’s contractual management fee rates will remain the same and will not increase by virtue of the New Agreements;

 

(xi)

the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for their respective dates of execution, effectiveness and termination;

 

Western Asset Global High Income Fund Inc.   59


Board approval of new management and new subadvisory agreements (unaudited) (cont’d)

 

(xii)

the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Board of each Fund approve the New Agreements;

 

(xiii)

that the Current Agreements, except in the case of newer Funds, are the product of multiple years of review and negotiation and information received and considered by the applicable Fund’s Board in the exercise of their business judgment during those years, and that within the past six-months the Board of each Fund had performed a full review of and approved the Current Agreements as required by the 1940 Act and had determined in the exercise of the Board Members’ business judgment that each applicable Adviser had the capabilities, resources and personnel necessary to provide the services provided to each Fund, and that the management and subadvisory fees paid by or in respect of the Fund, taking into account any applicable agreed-upon fee reductions, represented reasonable compensation to the applicable Adviser in light of the services provided, the costs to the Adviser of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board Members considered relevant in the exercise of their business judgment, and represented an appropriate sharing between Fund shareholders and the Advisers of any economies of scale in the management of the Fund at current and anticipated asset levels;

 

(xiv)

that the Current Agreements were considered and approved as recently as November 2019, except in the case of one Fund, which is currently in the initial term of its agreement;

 

(xv)

that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, regardless of whether the Transaction is consummated; and

 

(xvi)

that under the a definitive agreement between Legg Mason and Franklin Templeton (the “Transaction Agreement”), Franklin Templeton has acknowledged that Legg Mason had entered into the Transaction Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board of any Fund shall be “interested persons” (as defined in the 1940 Act) of any investment adviser for a Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an “unfair burden” (within the meaning of the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission) on any Fund as a result of the transactions contemplated by the Transaction Agreement or any express or implied terms, conditions or understandings applicable thereto.

 

 

60    Western Asset Global High Income Fund Inc.


 

Certain of these considerations are discussed in more detail below.

In their deliberations, the Board Members considered information received in connection with the most recent approval or continuation of each Current Agreement in addition to information provided by Franklin Templeton and Legg Mason in connection with their evaluation of the terms and conditions of the New Agreements. In connection with the most recent approval or continuation of each Current Agreement, and in connection with their review of each New Agreement, the Board Members did not identify any particular information that was all-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis with respect to their consideration of the Current Agreements and the New Agreements, and their determinations were made separately in respect of each Fund.

The information provided and presentations made to the Board of each Fund encompassed each Fund and all other Funds for which the Board has responsibility. The discussion below covers both the advisory and the administrative functions rendered by the Manager for each Fund, both of which functions are encompassed by the New Management Agreement for the Fund, as well as the advisory functions rendered by the Subadviser(s) pursuant to the New Subadvisory Agreement(s) for the Fund. The Independent Board Members of each Fund considered the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of their review. In doing so, they considered the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.

The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreements for the Fund. The Independent Board Members of each Fund, including Western Asset Global High Income Fund Inc. (the “Western Asset Fund”), reviewed the proposed approval of the New Agreements for the Fund on multiple occasions with their independent legal counsel in private sessions at which no representatives of Franklin Templeton, Legg Mason, or the Manager or Subadviser(s) for the Fund were present.

Nature, Extent and Quality of the Services under the New Agreements

The Board of each Fund received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser(s) under the Current Agreements. In evaluating the nature, quality and extent of the services to be provided by the Advisers under the New Agreements, the Board Members considered,

 

Western Asset Global High Income Fund Inc.   61


Board approval of new management and new subadvisory agreements (unaudited) (cont’d)

 

among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Adviser, and that Franklin Templeton and Legg Mason have advised the Board of each Fund that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction. In this regard, the Board of each Fund took into account that Franklin Templeton and Legg Mason have informed the Board regarding Legg Mason’s provision of retention incentives for certain Legg Mason corporate personnel until the Transaction closes, and Franklin Templeton’s provision of long-term retention mechanisms for certain personnel following the closing. The Board of each Fund has received information at regular meetings throughout the past year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. Each Fund’s Board’s evaluation of the services provided by the Manager and the Subadviser(s) took into account the Board Members’ knowledge gained as Board Members of other Funds in the Legg Mason fund complex, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadviser(s), and the quality of the Manager’s administrative and other services. The Board of each Fund observed that the scope of services provided by the Manager and the Subadviser(s), and the undertakings required of the Manager and Subadviser(s) in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board of each Fund has received and reviewed on a regular basis information from the Manager and the Subadviser(s) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, and took that information into account in its evaluation of the New Agreements. The Board of each Fund also considered the risks associated with the Fund borne by the Advisers and their affiliates (such as entrepreneurial, operational, reputational, litigation and regulatory risk), as well as the risk management processes of the Manager and Subadviser(s).

The Board of each Fund considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition (pre- and post-closing).

The Board of each Fund also reviewed the qualifications, backgrounds and responsibilities of the senior personnel of the Manager and the Subadviser(s) and the team of investment professionals primarily responsible for the day-to-day portfolio management of the Fund. The Board of each Fund noted in particular that following the Transaction, Franklin Templeton is expected to have resources that will provide it with substantial capacity to invest across the business. The Board of each Fund also considered the financial resources of Legg Mason and Franklin Templeton and the importance of having a Fund manager with, or with access to, significant organizational and financial resources.

 

62    Western Asset Global High Income Fund Inc.


 

The Board also considered the benefits to each Fund of being part of a larger combined organization with greater financial resources following the Transaction, particularly during periods of market disruptions and volatility. In addition, the Board also considered Franklin Templeton’s significant experience in dealing with issues unique to the management of closed-end funds.

The Board of each Fund also considered the policies and practices of the Manager and the Subadvisers regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund.

The Board of each Fund received performance information for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (“Lipper”). The Board of each Fund was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that while the Board of each Fund has found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. It was also noted that the Board of each Fund has received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. In addition, the Board of each Fund considered the Fund’s performance in light of overall financial market conditions. Where a Fund’s performance was below the median during one or more specified periods, the Fund’s Board noted the explanations from the Advisers concerning the Fund’s relative performance versus the peer group for the various periods

Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members of each Fund determined that the Transaction was not expected to affect adversely the nature, extent and quality of services provided by each Adviser and that the Transaction was not expected to have an adverse effect on the ability of the Advisers to provide those services, and the Board of each Fund, including the Western Asset Fund, concluded that, overall, the nature, extent and quality of services expected to be provided, including performance, under the New Agreements for the Fund were sufficient for approval.

 

Western Asset Global High Income Fund Inc.   63


Board approval of new management and new subadvisory agreements (unaudited) (cont’d)

 

Management Fees and Expense Ratios

The Board of each Fund considered that it had reviewed the Fund’s management fee and total expense ratio at the November 2019 contract renewal meeting. The Board of each Fund considered that the New Management Agreement does not change any Fund’s management fee rate or the computation method for calculating such fees, and that there is no present intention to alter expense waiver and reimbursement arrangements that are currently in effect. The Board of each Fund noted that by their terms none of the current expense waiver and reimbursement arrangements would expire before December 2020 and that Franklin Templeton had indicated that it would consult with the applicable Fund’s Board before making any changes to the Fund’s current expense waiver and reimbursement arrangements.

The Board of each Fund reviewed and considered the contractual management fee and the actual management fees paid by the Fund to the Manager in light of the nature, extent and quality of the management and subadvisory services to be provided by the Manager and the Subadviser(s). The Board of each Fund also noted that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, or in some cases another Subadviser, and not the Fund. In addition, the Board of each Fund received and considered information provided by Broadridge comparing the contractual management fee and the actual management fee for the Fund, as well as the total actual expenses for the Fund, with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that, while the Board of each Fund has found the Broadridge data generally useful, it recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board of each Fund also considered the overall management fee, the fees of each Subadviser and the portion of the management fee retained by the Manager after payment of the subadvisory fees, in each case in light of the services rendered for those amounts. The Board of each Fund also received an analysis of Legg Mason complex-wide management fees for Funds with a similar strategy provided by the Manager, which, among other things, set out a framework of fees based on asset classes.

The Board of each Fund reviewed information regarding fees charged by the Manager and/or the Subadviser(s) to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts. The Manager reviewed with the Board of each Fund the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board of each Fund considered the fee comparisons in light of the differences in management of these different types of accounts and the differences in associated risks borne by the Advisers.

 

64    Western Asset Global High Income Fund Inc.


 

In evaluating the costs of the services to be provided by the Advisers under the New Agreements, the Board Members considered, among other things, whether management fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members determined that the Transaction would not increase the total fees payable by any Fund for management services.

Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund, including the Western Asset Fund, determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the New Agreements.

Profitability and Economies of Scale

The Board of each Fund received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board of each Fund also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board of each Fund received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been previously reviewed by an outside consultant. The profitability of the Manager and its affiliates was considered by each Fund’s Board not to be excessive in light of the nature, extent and quality of the services provided to the Fund, including the Western Asset Fund.

The Board of each Fund received and considered information concerning whether the Advisers realize economies of scale as the Fund’s assets grow. In conjunction with their most recent or prior deliberations concerning the Current Agreements, the Board Members have noted that advisory or management fee reductions had been implemented for certain Funds, as well as expense limitations, and that after taking those reductions and expense limitations into account, the Board Members had determined that the total fees for management services, and administrative services for the applicable Funds, were reasonable in light of the services provided to the Funds, including the Western Asset Fund, and that any economies of scale were being shared appropriately.

The Board Members noted that Franklin Templeton and Legg Mason expected to realize cost savings from the Transaction based on synergies of operations, primarily at the holding company distribution level, as well as to benefit from possible growth of the Funds resulting from enhanced distribution capabilities. The Board of each Fund took into account that cost synergies were not the primary driver of the Transaction. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect the Advisers’ profitability from their relationship with the Funds, nor to quantify at this time any possible future economies of scale. The Board Members noted they will have the opportunity to periodically re-examine such profitability and any economies of scale going forward.

 

Western Asset Global High Income Fund Inc.   65


Board approval of new management and new subadvisory agreements (unaudited) (cont’d)

 

Other Benefits to the Advisers

The Board of each Fund considered other benefits received by the Manager, the Subadviser(s) and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management and other services to the Funds and the ongoing commitment of the Manager and the Subadviser(s) to the Funds, the Board of each Fund considered that the ancillary benefits that the Manager, the Subadviser(s) and their affiliates received as a result of their relationship with the Fund, including the Western Asset Fund, were reasonable. In evaluating the fall-out benefits to be received by the Advisers under the New Agreements, the Board Members considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Agreements.

The Board of each Fund considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason investment affiliates’ names in connection with operating and marketing the Funds. The Board of each Fund considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.

Conclusion

After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Board Members, including the Independent Board Members, concluded that the New Agreements, including the fees payable thereunder, were fair and reasonable to each Fund and that entering into the New Agreements for each Fund, including the Western Asset Fund, was in the best interests of the Fund’s shareholders, and they voted to approve the New Agreements for each Fund and to recommend that the Fund’s shareholders approve the New Agreements.

 

66    Western Asset Global High Income Fund Inc.


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)   24
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)   24
Other board memberships held by Director during the past five years   None

 

Western Asset Global High Income Fund Inc.   67


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

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)   24
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)   24
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)   24
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. (banking)

 

68    Western Asset Global High Income Fund Inc.


 

 

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   National Association of Corporate Directors Board Leadership Fellow (since 2016) and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
 
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)   24
Other board memberships held by Director during the past five years   Director of the India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); Director of The Asia Tigers Fund, Inc. (2016 to 2018)

 

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Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

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 Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 149 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007)
Number of portfolios in fund complex overseen by Director (including the Fund)   148
Other board memberships held by Director during the past five years   None
 
Additional Officers    

Fred Jensen*

Legg Mason

620 Eighth Avenue, 49th 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   Managing Director of Legg Mason & Co. (since 2006); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (since 2006); 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

Legg Mason

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

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

 

70    Western Asset Global High Income Fund Inc.


 

 

Additional Officers cont’d    

Robert I. Frenkel

Legg Mason

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

 
Year of birth   1954
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2003
Principal occupation(s) during the past five years   Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)
 

Thomas C. Mandia

Legg Mason

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

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

Christopher Berarducci**

Legg Mason

620 Eighth Avenue, 49th 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   Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Managing Director (since 2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.; formerly, Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010)

 

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Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers cont’d    

Jeanne M. Kelly

Legg Mason

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

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

 

 

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

 

* 

Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.

 

** 

Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial 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 2020, 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.

 

72    Western Asset Global High Income Fund Inc.


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.

 

Western Asset Global High Income Fund Inc.   73


Other shareholder communications regarding accounting matters (unaudited)

 

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

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 49th Floor

New York, New York 10018

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

 

74    Western Asset Global High Income Fund Inc.


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.

 

Western Asset Global High Income Fund Inc.   75


Dividend reinvestment plan (unaudited) (cont’d)

 

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.

 

76    Western Asset Global High Income Fund Inc.


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended May 31, 2020:

 

Record date:        Monthly          Monthly  
Payable date:       
June 2019 through
December 2019
 
 
      
January 2020 through
May 2020
 
 
Ordinary Income:                      
Qualified Dividend Income for Individuals        1.44%          3.32%  
Dividends Qualifying for the Dividends Received Deduction for Corporations        1.33%          3.32%  
Interest from Federal Obligations        1.46%          3.35%  
Tax Return of Capital                 35.51%  

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 aliens and foreign corporations:

 

Record date:      Monthly      Monthly
Payable date:      June 2019 through
December 2019
     January 2020 through
May 2020
Interest-related Dividends      27.00%      70.00%

 

Western Asset Global High Income Fund Inc.   77


 

 

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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

Robert I. Frenkel

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

49th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadvisers

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company 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 September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer.

**

Effective April 17, 2020, Mr. Jensen became Chief Compliance 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 Funds at 1-888-777-0102.

Revised April 2018

 

NOT PART OF THE ANNUAL REPORT


Western Asset Global High Income Fund Inc.

Western Asset Global High Income Fund Inc.

620 Eighth Avenue

49th Floor

New York, NY 10018

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

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year 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 7/20 SR20-3932


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

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

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending May 31, 2019 and May 31, 2020 (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 $92,644 in May 31, 2019 and $67,960 in May 31, 2020.

(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 $3,000 in May 31, 2019 and $0 in May 31, 2020.

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

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in May 31, 2019 and $0 in May 31, 2020. 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, 2019 and $0 in May 31, 2020.


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, 2019 and May 31, 2020; Tax Fees were 100% and 100% for May 31, 2019 and May 31, 2020; and Other Fees were 100% and 100% for May 31, 2019 and May 31, 2020.


(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 $678,000 in May 31, 2019 and $457,301 in May 31, 2020.

(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

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.

INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND ADDRESS

  

LENGTH OF
TIME SERVED

  

PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

S. Kenneth Leech

 

Western Asset
385 East Colorado Blvd. Pasadena, CA 91101

   Since 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, 2020.

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    $169.74 billion    None    None
   Other Pooled Vehicles    227    $76.09 billion    11    $2.10 billion
   Other Accounts    635    $220.59 billion    22    $11.45 billion

Michael C. Buchanan ‡

   Other Registered Investment Companies    33    $18.11 billion    None    None
   Other Pooled Vehicles    63    $20.44 billion    5    $733 million
   Other Accounts    156    $72.25 billion    7    $3.54 billion

Chia-Liang Lian‡

   Other Registered Investment Companies    14    $8.68 billion    None    None
   Other Pooled Vehicles    32    $6.40 billion    4    $528 million
   Other Accounts    55    $6.40 billion    2    $635 million

Christopher Kilpatrick ‡

   Other Registered Investment Companies    10    $2.96 billion    None    None


   Other Pooled Vehicles    5    $434 million    None    None
   Other Accounts    None    None    None    None

Ryan Brist ‡

   Other Registered Investment Companies    8    $5.75 billion    None    None
   Other Pooled Vehicles    17    $9.06 billion    None    None
   Other Accounts    92    $41.08 billion    3    $1.24 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

With respect to the compensation of the investment professionals, Western Asset’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

In addition, the subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to a fund, the benchmark set forth in the fund’s Prospectus to which the fund’s average annual total returns are compared or, if none, the benchmark set forth in the fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 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 funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the subadviser’s business.

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


Potential Conflicts of Interest

The subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the subadviser or an affiliate has an interest in the account. The subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.

The subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the subadviser have access to transactions and holdings information regarding client accounts and the subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the Investment Company Act of 1940, as amended, and Rule 204A-1 under the Investment Advisers Act of


1940, to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the subadviser’s compliance monitoring program.

The subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.


Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2020

 

Portfolio Manager(s)

   Dollar Range of
Portfolio
Securities
Beneficially
Owned

S. Kenneth Leech

   D

Michael C. Buchanan

   A

Ryan K. Brist

   A

Christopher F. Kilpatrick

   E

Chia- Liang Lian

   A

 

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

 

     (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        3,388,753  

July 1 through July 31

     0        0        0        3,388,753  

August 1 through August 31

     0        0        0        3,388,753  

September 1 through September 30

     0        0        0        3,388,753  


October 1 through October 31

     0        0        0        3,388,753  

November 1 through November 30

     0        0        0        3,388,753  

December 1 through December 31

     0        0        0        3,388,753  

January 1 through January 31

     0        0        0        3,388,753  

February 1 through February 29

     0        0        0        3,388,753  

March 1 through March 31

     167,196      $ 7.48        167,196        3,221,557  

April 1 through April 30

     72,033      $ 7.36        72,033        3,149,524  

May 1 through May 31

     0        0        0        3,149,524  

Total

           

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.

 

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.
   (a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
   (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.


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 27, 2020

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 27, 2020

 

By:   /s/ Christopher Berarducci
  Christopher Berarducci
  Principal Financial Officer
Date:   July 27, 2020