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 811-10603
Western Asset Premier Bond Fund
Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira.
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: December 31
Date of reporting period: December 31, 2024
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
III
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1
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7
|
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8
|
|
10
|
|
34
|
|
35
|
|
36
|
|
37
|
|
38
|
|
39
|
|
56
|
|
57
|
|
64
|
|
65
|
|
66
|
|
81
|
|
83
|
Performance Snapshot as of December 31, 2024
|
|
Price Per Share
|
12-Month
Total Return**
|
$11.16 (NAV)
|
4.81
%†
|
$10.77 (Market Price)
|
7.69
%‡
|
Net Asset Value
|
|
Average annual total returns1
|
|
Twelve Months Ended 12/31/24
|
4.81
%
|
Five Years Ended 12/31/24
|
1.03
|
Ten Years Ended 12/31/24
|
3.72
|
Cumulative total returns1
|
|
12/31/14 through 12/31/24
|
44.12
%
|
Market Price
|
|
Average annual total returns2
|
|
Twelve Months Ended 12/31/24
|
7.69
%
|
Five Years Ended 12/31/24
|
0.63
|
Ten Years Ended 12/31/24
|
4.35
|
Cumulative total returns2
|
|
12/31/14 through 12/31/24
|
53.11
%
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
at net asset value.
|
2
|
Assumes the reinvestment of all distributions, including returns of capital, if any,
in additional shares in
accordance with the Fund’s Dividend Reinvestment Plan.
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Corporate Bonds & Notes — 115.1%
|
|||||
Communication Services — 13.3%
|
|||||
Diversified Telecommunication Services — 5.3%
|
|||||
Altice Financing SA, Senior Secured Notes
|
5.750%
|
8/15/29
|
1,090,000
|
$799,098
(a)(b)
|
|
Altice France Holding SA, Senior Secured
Notes
|
6.000%
|
2/15/28
|
820,000
|
217,246
(a)
|
|
Altice France SA, Senior Secured Notes
|
5.500%
|
10/15/29
|
310,000
|
233,744
(a)
|
|
British Telecommunications PLC, Senior
Notes
|
5.125%
|
12/4/28
|
500,000
|
501,304
|
|
British Telecommunications PLC, Senior
Notes
|
3.250%
|
11/8/29
|
500,000
|
460,410
(a)
|
|
EchoStar Corp., Senior Secured Notes
|
10.750%
|
11/30/29
|
1,271,800
|
1,368,915
(b)
|
|
EchoStar Corp., Senior Secured Notes
(6.750% Cash or 6.750% PIK)
|
6.750%
|
11/30/30
|
675,705
|
613,789
(c)
|
|
Orange SA, Junior Subordinated Notes
(2.375% to 4/15/25 then EUR 5 year Swap
Rate + 2.359%)
|
2.375%
|
1/15/25
|
100,000
EUR
|
103,173
(d)(e)(f)
|
|
Orange SA, Senior Notes
|
9.000%
|
3/1/31
|
600,000
|
714,773
|
|
Verizon Communications Inc., Senior Notes
|
3.875%
|
2/8/29
|
1,670,000
|
1,611,479
(b)
|
|
Verizon Communications Inc., Senior Notes
|
2.355%
|
3/15/32
|
500,000
|
414,785
|
|
Total Diversified Telecommunication Services
|
7,038,716
|
||||
Entertainment — 2.1%
|
|||||
Banijay Entertainment SAS, Senior Secured
Notes
|
8.125%
|
5/1/29
|
340,000
|
353,658
(a)
|
|
Netflix Inc., Senior Notes
|
6.375%
|
5/15/29
|
310,000
|
328,721
|
|
Walt Disney Co., Senior Notes
|
3.350%
|
3/24/25
|
300,000
|
299,189
|
|
Walt Disney Co., Senior Notes
|
2.650%
|
1/13/31
|
1,280,000
|
1,133,438
(b)
|
|
Warnermedia Holdings Inc., Senior Notes
|
3.638%
|
3/15/25
|
700,000
|
697,815
(b)
|
|
Total Entertainment
|
2,812,821
|
||||
Media — 3.1%
|
|||||
AMC Networks Inc., Senior Secured Notes
|
10.250%
|
1/15/29
|
350,000
|
373,008
(a)
|
|
Charter Communications Operating LLC/
Charter Communications Operating Capital
Corp., Senior Secured Notes
|
6.484%
|
10/23/45
|
480,000
|
454,123
(b)
|
|
Comcast Corp., Senior Notes
|
7.050%
|
3/15/33
|
1,000,000
|
1,115,384
(b)
|
|
Comcast Corp., Senior Notes
|
4.200%
|
8/15/34
|
920,000
|
842,396
(b)
|
|
DirecTV Financing LLC/DirecTV Financing
Co-Obligor Inc., Senior Secured Notes
|
5.875%
|
8/15/27
|
130,000
|
126,797
(a)(b)
|
|
Fox Corp., Senior Notes
|
3.500%
|
4/8/30
|
500,000
|
464,490
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Media — continued
|
|||||
Time Warner Cable LLC, Senior Secured
Notes
|
5.875%
|
11/15/40
|
720,000
|
$644,971
(b)
|
|
Total Media
|
4,021,169
|
||||
Wireless Telecommunication Services — 2.8%
|
|||||
CSC Holdings LLC, Senior Notes
|
11.250%
|
5/15/28
|
550,000
|
543,448
(a)
|
|
CSC Holdings LLC, Senior Notes
|
3.375%
|
2/15/31
|
200,000
|
141,219
(a)
|
|
CSC Holdings LLC, Senior Notes
|
4.500%
|
11/15/31
|
740,000
|
533,737
(a)(b)
|
|
Millicom International Cellular SA, Senior
Notes
|
4.500%
|
4/27/31
|
500,000
|
438,591
(a)
|
|
Sprint Capital Corp., Senior Notes
|
6.875%
|
11/15/28
|
420,000
|
446,148
(b)
|
|
Sprint Capital Corp., Senior Notes
|
8.750%
|
3/15/32
|
30,000
|
35,856
(b)
|
|
T-Mobile USA Inc., Senior Notes
|
3.500%
|
4/15/31
|
1,140,000
|
1,034,608
(b)
|
|
Vmed O2 UK Financing I PLC, Senior
Secured Notes
|
4.500%
|
7/15/31
|
500,000
GBP
|
535,970
(a)
|
|
Total Wireless Telecommunication Services
|
3,709,577
|
||||
|
|||||
Total Communication Services
|
17,582,283
|
||||
Consumer Discretionary — 16.5%
|
|||||
Automobile Components — 2.1%
|
|||||
Adient Global Holdings Ltd., Senior Notes
|
4.875%
|
8/15/26
|
330,000
|
325,384
(a)
|
|
American Axle & Manufacturing Inc., Senior
Notes
|
6.500%
|
4/1/27
|
440,000
|
436,876
(b)
|
|
American Axle & Manufacturing Inc., Senior
Notes
|
5.000%
|
10/1/29
|
150,000
|
137,193
|
|
Garrett Motion Holdings Inc./Garrett LX I
Sarl, Senior Notes
|
7.750%
|
5/31/32
|
270,000
|
274,246
(a)
|
|
JB Poindexter & Co. Inc., Senior Notes
|
8.750%
|
12/15/31
|
890,000
|
937,951
(a)(b)
|
|
ZF North America Capital Inc., Senior Notes
|
4.750%
|
4/29/25
|
340,000
|
338,639
(a)
|
|
ZF North America Capital Inc., Senior Notes
|
7.125%
|
4/14/30
|
280,000
|
275,153
(a)
|
|
Total Automobile Components
|
2,725,442
|
||||
Automobiles — 4.3%
|
|||||
Ford Motor Co., Senior Notes
|
3.250%
|
2/12/32
|
1,700,000
|
1,414,342
(b)
|
|
General Motors Co., Senior Notes
|
6.125%
|
10/1/25
|
82,000
|
82,660
|
|
General Motors Co., Senior Notes
|
4.200%
|
10/1/27
|
750,000
|
736,496
(b)
|
|
General Motors Co., Senior Notes
|
6.600%
|
4/1/36
|
140,000
|
147,084
(b)
|
|
Mercedes-Benz Finance North America LLC,
Senior Notes
|
8.500%
|
1/18/31
|
1,000,000
|
1,169,676
(b)
|
|
Nissan Motor Acceptance Co. LLC, Senior
Notes
|
2.750%
|
3/9/28
|
1,570,000
|
1,428,080
(a)(b)
|
|
PM General Purchaser LLC, Senior Secured
Notes
|
9.500%
|
10/1/28
|
330,000
|
328,052
(a)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Automobiles — continued
|
|||||
Volkswagen Group of America Finance LLC,
Senior Notes
|
1.250%
|
11/24/25
|
400,000
|
$387,659
(a)
|
|
Total Automobiles
|
5,694,049
|
||||
Broadline Retail — 1.5%
|
|||||
Amazon.com Inc., Senior Notes
|
2.100%
|
5/12/31
|
700,000
|
598,133
(b)
|
|
Marks & Spencer PLC, Senior Notes
|
7.125%
|
12/1/37
|
1,050,000
|
1,098,281
(a)(b)
|
|
Prosus NV, Senior Notes
|
4.193%
|
1/19/32
|
300,000
|
267,787
(e)
|
|
Total Broadline Retail
|
1,964,201
|
||||
Distributors — 0.5%
|
|||||
Ritchie Bros Holdings Inc., Senior Notes
|
7.750%
|
3/15/31
|
610,000
|
638,665
(a)
|
|
Diversified Consumer Services — 0.1%
|
|||||
WW International Inc., Senior Secured
Notes
|
4.500%
|
4/15/29
|
320,000
|
65,470
(a)
|
|
Hotels, Restaurants & Leisure — 6.2%
|
|||||
888 Acquisitions Ltd., Senior Secured Notes
|
7.558%
|
7/15/27
|
600,000
EUR
|
609,648
(a)
|
|
Carnival PLC, Senior Notes
|
1.000%
|
10/28/29
|
1,210,000
EUR
|
1,112,781
|
|
Las Vegas Sands Corp., Senior Notes
|
3.900%
|
8/8/29
|
1,310,000
|
1,218,677
(b)
|
|
Marston’s Issuer PLC, Secured Notes
(SONIA + 2.669%)
|
7.479%
|
7/16/35
|
540,000
GBP
|
565,562
(e)(f)
|
|
NCL Corp. Ltd., Senior Notes
|
7.750%
|
2/15/29
|
130,000
|
136,610
(a)
|
|
NCL Corp. Ltd., Senior Secured Notes
|
8.125%
|
1/15/29
|
140,000
|
147,622
(a)
|
|
NCL Finance Ltd., Senior Notes
|
6.125%
|
3/15/28
|
700,000
|
702,771
(a)(b)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
5.375%
|
7/15/27
|
1,150,000
|
1,143,673
(a)(b)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
5.500%
|
4/1/28
|
720,000
|
715,129
(a)(b)
|
|
Saga PLC, Senior Notes
|
5.500%
|
7/15/26
|
140,000
GBP
|
168,643
(e)
|
|
Sands China Ltd., Senior Notes
|
3.250%
|
8/8/31
|
1,340,000
|
1,148,413
|
|
Wynn Macau Ltd., Senior Notes
|
5.125%
|
12/15/29
|
620,000
|
575,773
(a)
|
|
Total Hotels, Restaurants & Leisure
|
8,245,302
|
||||
Household Durables — 0.5%
|
|||||
Lennar Corp., Senior Notes
|
5.000%
|
6/15/27
|
430,000
|
431,404
|
|
Lennar Corp., Senior Notes
|
4.750%
|
11/29/27
|
250,000
|
249,364
|
|
Total Household Durables
|
680,768
|
||||
Specialty Retail — 1.1%
|
|||||
Global Auto Holdings Ltd./AAG FH UK Ltd.,
Senior Notes
|
11.500%
|
8/15/29
|
740,000
|
753,885
(a)
|
|
Global Auto Holdings Ltd./AAG FH UK Ltd.,
Senior Notes
|
8.750%
|
1/15/32
|
200,000
|
180,219
(a)
|
|
Michaels Cos. Inc., Senior Secured Notes
|
5.250%
|
5/1/28
|
190,000
|
143,671
(a)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Specialty Retail — continued
|
|||||
Sally Holdings LLC/Sally Capital Inc., Senior
Notes
|
6.750%
|
3/1/32
|
400,000
|
$401,230
|
|
Total Specialty Retail
|
1,479,005
|
||||
Textiles, Apparel & Luxury Goods — 0.2%
|
|||||
Saks Global Enterprises LLC, Senior Secured
Notes
|
11.000%
|
12/15/29
|
320,000
|
308,485
(a)
|
|
|
|||||
Total Consumer Discretionary
|
21,801,387
|
||||
Consumer Staples — 2.5%
|
|||||
Beverages — 1.1%
|
|||||
Anheuser-Busch Cos. LLC/Anheuser-Busch
InBev Worldwide Inc., Senior Notes
|
4.700%
|
2/1/36
|
1,540,000
|
1,462,072
|
|
Food Products — 0.6%
|
|||||
JBS USA Holding Lux Sarl/JBS USA Food
Co./JBS Lux Co. Sarl, Senior Notes
|
3.750%
|
12/1/31
|
500,000
|
445,179
|
|
Kraft Heinz Foods Co., Senior Notes
|
5.500%
|
6/1/50
|
340,000
|
319,597
(b)
|
|
Total Food Products
|
764,776
|
||||
Tobacco — 0.8%
|
|||||
Altria Group Inc., Senior Notes
|
2.450%
|
2/4/32
|
1,000,000
|
823,340
(b)
|
|
Reynolds American Inc., Senior Notes
|
5.850%
|
8/15/45
|
260,000
|
247,915
|
|
Total Tobacco
|
1,071,255
|
||||
|
|||||
Total Consumer Staples
|
3,298,103
|
||||
Energy — 20.3%
|
|||||
Energy Equipment & Services — 0.7%
|
|||||
Halliburton Co., Senior Notes
|
4.850%
|
11/15/35
|
750,000
|
713,243
(b)
|
|
Noble Finance II LLC, Senior Notes
|
8.000%
|
4/15/30
|
280,000
|
283,075
(a)
|
|
Total Energy Equipment & Services
|
996,318
|
||||
Oil, Gas & Consumable Fuels — 19.6%
|
|||||
Anadarko Finance Co., Senior Notes
|
7.500%
|
5/1/31
|
570,000
|
596,413
|
|
Cheniere Energy Partners LP, Senior Notes
|
4.000%
|
3/1/31
|
500,000
|
462,691
|
|
Columbia Pipeline Group Inc., Senior Notes
|
4.500%
|
6/1/25
|
500,000
|
498,782
(b)
|
|
Continental Resources Inc., Senior Notes
|
4.375%
|
1/15/28
|
210,000
|
204,286
|
|
Continental Resources Inc., Senior Notes
|
4.900%
|
6/1/44
|
250,000
|
202,529
|
|
Crescent Energy Finance LLC, Senior Notes
|
7.625%
|
4/1/32
|
350,000
|
348,523
(a)
|
|
Devon Energy Corp., Senior Notes
|
5.600%
|
7/15/41
|
600,000
|
555,175
|
|
Diamondback Energy Inc., Senior Notes
|
3.500%
|
12/1/29
|
400,000
|
372,225
|
|
Ecopetrol SA, Senior Notes
|
5.875%
|
5/28/45
|
390,000
|
268,981
|
|
Ecopetrol SA, Senior Notes
|
5.875%
|
11/2/51
|
2,400,000
|
1,613,468
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Oil, Gas & Consumable Fuels — continued
|
|||||
Energy Transfer LP, Junior Subordinated
Notes (6.625% to 2/15/28 then 3 mo. USD
LIBOR + 4.155%)
|
6.625%
|
2/15/28
|
550,000
|
$542,974
(d)(f)
|
|
EOG Resources Inc., Senior Notes
|
3.150%
|
4/1/25
|
1,250,000
|
1,245,351
(b)
|
|
EQM Midstream Partners LP, Senior Notes
|
4.500%
|
1/15/29
|
213,000
|
203,083
(a)
|
|
EQM Midstream Partners LP, Senior Notes
|
7.500%
|
6/1/30
|
280,000
|
298,969
(a)
|
|
EQT Corp., Senior Notes
|
3.900%
|
10/1/27
|
1,050,000
|
1,021,679
(b)
|
|
EQT Corp., Senior Notes
|
5.000%
|
1/15/29
|
1,260,000
|
1,242,808
(b)
|
|
Hilcorp Energy I LP/Hilcorp Finance Co.,
Senior Notes
|
8.375%
|
11/1/33
|
280,000
|
286,091
(a)
|
|
KazMunayGas National Co. JSC, Senior
Notes
|
3.500%
|
4/14/33
|
1,120,000
|
929,734
(a)
|
|
Kinder Morgan Inc., Senior Notes
|
7.750%
|
1/15/32
|
190,000
|
216,035
|
|
Kinder Morgan Inc., Senior Notes
|
5.550%
|
6/1/45
|
1,500,000
|
1,403,831
(b)
|
|
New Generation Gas Gathering LLC, Senior
Secured Notes (3 mo. Term SOFR + 5.750%)
|
10.309%
|
9/30/29
|
86,487
|
85,189
(a)(f)(g)(h)
|
|
NGPL PipeCo LLC, Senior Notes
|
7.768%
|
12/15/37
|
490,000
|
549,341
(a)
|
|
Occidental Petroleum Corp., Senior Notes
|
6.200%
|
3/15/40
|
250,000
|
247,461
|
|
ONEOK Inc., Senior Notes
|
5.550%
|
11/1/26
|
500,000
|
506,598
|
|
Pan American Energy LLC, Senior Notes
|
8.500%
|
4/30/32
|
400,000
|
427,174
(a)
|
|
Permian Resources Operating LLC, Senior
Notes
|
6.250%
|
2/1/33
|
330,000
|
326,010
(a)
|
|
Petrobras Global Finance BV, Senior Notes
|
6.750%
|
1/27/41
|
920,000
|
876,764
(b)
|
|
Petroleos del Peru SA, Senior Notes
|
4.750%
|
6/19/32
|
670,000
|
507,369
(a)
|
|
Petroleos Mexicanos, Senior Notes
|
5.500%
|
6/27/44
|
360,000
|
224,256
|
|
Puma International Financing SA, Senior
Notes
|
7.750%
|
4/25/29
|
550,000
|
559,336
(a)
|
|
Range Resources Corp., Senior Notes
|
4.875%
|
5/15/25
|
190,000
|
189,618
|
|
Range Resources Corp., Senior Notes
|
8.250%
|
1/15/29
|
300,000
|
309,099
|
|
Rockies Express Pipeline LLC, Senior Notes
|
7.500%
|
7/15/38
|
350,000
|
349,878
(a)
|
|
Sabine Pass Liquefaction LLC, Senior
Secured Notes
|
5.000%
|
3/15/27
|
1,850,000
|
1,854,864
(b)
|
|
Southern Natural Gas Co. LLC, Senior Notes
|
4.800%
|
3/15/47
|
800,000
|
668,510
(a)(b)
|
|
Targa Resources Partners LP/Targa
Resources Partners Finance Corp., Senior
Notes
|
6.500%
|
7/15/27
|
250,000
|
251,971
|
|
Targa Resources Partners LP/Targa
Resources Partners Finance Corp., Senior
Notes
|
6.875%
|
1/15/29
|
20,000
|
20,509
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Oil, Gas & Consumable Fuels — continued
|
|||||
Tengizchevroil Finance Co. International
Ltd., Senior Secured Notes
|
3.250%
|
8/15/30
|
350,000
|
$297,859
(a)
|
|
Transcontinental Gas Pipe Line Co. LLC,
Senior Notes
|
7.850%
|
2/1/26
|
1,000,000
|
1,025,497
(b)
|
|
Transportadora de Gas del Peru SA, Senior
Notes
|
4.250%
|
4/30/28
|
600,000
|
588,427
(a)
|
|
Venture Global LNG Inc., Junior
Subordinated Notes (9.000% to 9/30/29
then 5 year Treasury Constant Maturity Rate
+ 5.440%)
|
9.000%
|
9/30/29
|
380,000
|
397,909
(a)(d)(f)
|
|
Venture Global LNG Inc., Senior Secured
Notes
|
9.875%
|
2/1/32
|
240,000
|
263,497
(a)
|
|
Western Midstream Operating LP, Senior
Notes
|
4.050%
|
2/1/30
|
900,000
|
844,766
(b)
|
|
Western Midstream Operating LP, Senior
Notes
|
5.300%
|
3/1/48
|
100,000
|
85,011
|
|
Western Midstream Operating LP, Senior
Notes
|
5.250%
|
2/1/50
|
1,680,000
|
1,431,954
(i)
|
|
Williams Cos. Inc., Senior Notes
|
7.500%
|
1/15/31
|
443,000
|
490,125
|
|
Williams Cos. Inc., Senior Notes
|
8.750%
|
3/15/32
|
39,000
|
46,081
|
|
Total Oil, Gas & Consumable Fuels
|
25,938,701
|
||||
|
|||||
Total Energy
|
26,935,019
|
||||
Financials — 23.9%
|
|||||
Banks — 13.5%
|
|||||
Banco Mercantil del Norte SA, Junior
Subordinated Notes (6.625% to 1/24/32
then 10 year Treasury Constant Maturity
Rate + 5.034%)
|
6.625%
|
1/24/32
|
490,000
|
440,967
(a)(d)(f)
|
|
Bank of America Corp., Subordinated Notes
|
4.250%
|
10/22/26
|
1,500,000
|
1,488,350
(b)
|
|
Bank of Nova Scotia, Senior Notes
|
2.700%
|
8/3/26
|
500,000
|
485,470
|
|
Bank of Nova Scotia, Senior Notes
|
2.450%
|
2/2/32
|
600,000
|
500,963
|
|
Barclays PLC, Junior Subordinated Notes
(6.125% to 6/15/26 then 5 year Treasury
Constant Maturity Rate + 5.867%)
|
6.125%
|
12/15/25
|
250,000
|
249,724
(d)(f)
|
|
Barclays PLC, Subordinated Notes
|
5.200%
|
5/12/26
|
1,000,000
|
1,001,966
(b)
|
|
BBVA Bancomer SA, Subordinated Notes
(5.125% to 1/17/28 then 5 year Treasury
Constant Maturity Rate + 2.650%)
|
5.125%
|
1/18/33
|
300,000
|
279,290
(a)(f)
|
|
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
|
610,000
|
614,754
(a)(b)(d)(f)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Banks — continued
|
|||||
Citigroup Inc., Junior Subordinated Notes
(5.950% to 5/15/25 then 3 mo. Term SOFR +
4.167%)
|
5.950%
|
5/15/25
|
900,000
|
$900,194
(b)(d)(f)
|
|
Citigroup Inc., Subordinated Notes
|
4.125%
|
7/25/28
|
800,000
|
778,347
(b)
|
|
Citigroup Inc., Subordinated Notes
|
6.625%
|
6/15/32
|
1,000,000
|
1,069,163
(b)
|
|
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
|
1,080,000
|
1,103,031
(a)(b)(d)(f)
|
|
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
|
400,000
|
392,091
(d)(f)
|
|
HSBC Holdings PLC, Senior Notes (3.973%
to 5/22/29 then 3 mo. Term SOFR + 1.872%)
|
3.973%
|
5/22/30
|
1,130,000
|
1,067,263
(b)(f)
|
|
HSBC Holdings PLC, Subordinated Notes
(8.113% to 11/3/32 then SOFR + 4.250%)
|
8.113%
|
11/3/33
|
700,000
|
787,512
(f)
|
|
Intesa Sanpaolo SpA, Subordinated Notes
|
5.710%
|
1/15/26
|
1,260,000
|
1,260,931
(a)
|
|
JPMorgan Chase & Co., Subordinated
Notes
|
4.950%
|
6/1/45
|
500,000
|
454,517
(b)
|
|
Lloyds Banking Group PLC, Junior
Subordinated Notes (7.500% to 9/27/25
then USD 5 year ICE Swap Rate + 4.496%)
|
7.500%
|
9/27/25
|
500,000
|
505,183
(d)(f)
|
|
Lloyds Banking Group PLC, Subordinated
Notes
|
4.650%
|
3/24/26
|
1,500,000
|
1,492,262
(b)
|
|
PNC Financial Services Group Inc., Senior
Notes
|
2.550%
|
1/22/30
|
750,000
|
666,295
(b)
|
|
PNC Financial Services Group Inc., Senior
Notes (5.812% to 6/12/25 then SOFR +
1.322%)
|
5.812%
|
6/12/26
|
750,000
|
753,271
(b)(f)
|
|
Santander UK Group Holdings PLC,
Subordinated Notes
|
5.625%
|
9/15/45
|
1,000,000
|
837,681
(a)(b)
|
|
Truist Financial Corp., Senior Notes (5.711%
to 1/24/34 then SOFR + 1.922%)
|
5.711%
|
1/24/35
|
700,000
|
705,686
(f)
|
|
Total Banks
|
17,834,911
|
||||
Capital Markets — 5.8%
|
|||||
Charles Schwab Corp., Junior Subordinated
Notes (4.000% to 12/1/30 then 10 year
Treasury Constant Maturity Rate + 3.079%)
|
4.000%
|
12/1/30
|
2,000,000
|
1,729,102
(b)(d)(f)
|
|
CME Group Inc., Senior Notes
|
3.000%
|
3/15/25
|
500,000
|
498,265
|
|
Credit Suisse AG AT1 Claim
|
—
|
—
|
2,560,000
|
0
*(g)(h)(j)
|
|
Daimler Truck Finance North America LLC,
Senior Notes
|
5.200%
|
1/17/25
|
400,000
|
400,041
(a)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Capital Markets — continued
|
|||||
Goldman Sachs Group Inc., Senior Notes
(2.640% to 2/24/27 then SOFR + 1.114%)
|
2.640%
|
2/24/28
|
2,400,000
|
$2,289,349
(f)(i)
|
|
KKR Group Finance Co. VI LLC, Senior Notes
|
3.750%
|
7/1/29
|
500,000
|
473,719
(a)(b)
|
|
Morgan Stanley, Senior Notes (2.699% to
1/22/30 then SOFR + 1.143%)
|
2.699%
|
1/22/31
|
500,000
|
444,427
(f)
|
|
UBS AG, Senior Notes
|
7.500%
|
2/15/28
|
400,000
|
428,432
(b)
|
|
UBS Group AG, Junior Subordinated Notes
(6.875% to 8/7/25 then USD 5 year ICE
Swap Rate + 4.590%)
|
6.875%
|
8/7/25
|
680,000
|
681,778
(d)(e)(f)
|
|
UBS Group AG, Senior Notes (6.537% to
8/12/32 then SOFR + 3.920%)
|
6.537%
|
8/12/33
|
770,000
|
816,657
(a)(b)(f)
|
|
Total Capital Markets
|
7,761,770
|
||||
Financial Services — 2.9%
|
|||||
AerCap Ireland Capital DAC/AerCap Global
Aviation Trust, Senior Notes
|
3.400%
|
10/29/33
|
2,500,000
|
2,130,484
(i)
|
|
Ahold Lease USA Inc. Pass-Through-Trust,
Senior Secured Notes
|
8.620%
|
1/2/25
|
1,459
|
1,459
|
|
Boost Newco Borrower LLC/GTCR W Dutch
Finance Sub BV, Senior Secured Notes
|
8.500%
|
1/15/31
|
100,000
GBP
|
134,231
(a)
|
|
Jane Street Group/JSG Finance Inc., Senior
Secured Notes
|
7.125%
|
4/30/31
|
790,000
|
812,512
(a)
|
|
VFH Parent LLC/Valor Co-Issuer Inc., Senior
Secured Notes
|
7.500%
|
6/15/31
|
380,000
|
391,266
(a)
|
|
VistaJet Malta Finance PLC/Vista
Management Holding Inc., Senior Notes
|
6.375%
|
2/1/30
|
400,000
|
349,936
(a)
|
|
Total Financial Services
|
3,819,888
|
||||
Insurance — 1.4%
|
|||||
APH Somerset Investor 2 LLC/APH2
Somerset Investor 2 LLC/APH3 Somerset
Investor 2 LLC, Senior Notes
|
7.875%
|
11/1/29
|
200,000
|
202,892
(a)
|
|
Marsh & McLennan Cos. Inc., Senior Notes
|
5.000%
|
3/15/35
|
1,000,000
|
976,630
(b)
|
|
MetLife Inc., Junior Subordinated Notes
|
10.750%
|
8/1/39
|
500,000
|
668,082
|
|
Total Insurance
|
1,847,604
|
||||
Mortgage Real Estate Investment Trusts (REITs) — 0.3%
|
|||||
Starwood Property Trust Inc., Senior Notes
|
7.250%
|
4/1/29
|
350,000
|
359,469
(a)
|
|
|
|||||
Total Financials
|
31,623,642
|
||||
Health Care — 14.8%
|
|||||
Biotechnology — 1.7%
|
|||||
AbbVie Inc., Senior Notes
|
5.050%
|
3/15/34
|
500,000
|
494,186
|
|
Amgen Inc., Senior Notes
|
5.150%
|
3/2/28
|
700,000
|
705,256
(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Biotechnology — continued
|
|||||
Amgen Inc., Senior Notes
|
2.450%
|
2/21/30
|
400,000
|
$353,783
|
|
Gilead Sciences Inc., Senior Notes
|
1.200%
|
10/1/27
|
750,000
|
683,974
(b)
|
|
Total Biotechnology
|
2,237,199
|
||||
Health Care Equipment & Supplies — 0.7%
|
|||||
Becton Dickinson and Co., Senior Notes
|
3.700%
|
6/6/27
|
500,000
|
488,369
|
|
Solventum Corp., Senior Notes
|
5.600%
|
3/23/34
|
500,000
|
497,753
(a)
|
|
Total Health Care Equipment & Supplies
|
986,122
|
||||
Health Care Providers & Services — 8.4%
|
|||||
Centene Corp., Senior Notes
|
3.375%
|
2/15/30
|
2,440,000
|
2,174,784
(b)
|
|
CHS/Community Health Systems Inc.,
Senior Secured Notes
|
10.875%
|
1/15/32
|
940,000
|
970,999
(a)(b)
|
|
Cigna Group, Senior Notes
|
2.400%
|
3/15/30
|
1,000,000
|
875,511
(b)
|
|
CVS Health Corp., Senior Notes
|
3.250%
|
8/15/29
|
500,000
|
455,465
|
|
CVS Health Corp., Senior Notes
|
3.750%
|
4/1/30
|
1,000,000
|
916,441
(b)
|
|
CVS Health Corp., Senior Notes
|
5.250%
|
2/21/33
|
400,000
|
383,630
|
|
CVS Pass-Through Trust
|
5.789%
|
1/10/26
|
54,268
|
54,272
(a)
|
|
CVS Pass-Through Trust
|
7.507%
|
1/10/32
|
236,357
|
248,950
(a)(b)
|
|
CVS Pass-Through Trust, Secured Trust
|
5.880%
|
1/10/28
|
141,135
|
141,525
|
|
CVS Pass-Through Trust, Secured Trust
|
6.036%
|
12/10/28
|
167,224
|
168,178
(b)
|
|
CVS Pass-Through Trust, Secured Trust
|
6.943%
|
1/10/30
|
200,839
|
204,936
(b)
|
|
Elevance Health Inc., Senior Notes
|
4.100%
|
5/15/32
|
750,000
|
693,796
(b)
|
|
HCA Inc., Senior Notes
|
4.500%
|
2/15/27
|
1,000,000
|
990,904
(b)
|
|
HCA Inc., Senior Notes
|
3.500%
|
9/1/30
|
1,000,000
|
908,625
(b)
|
|
Humana Inc., Senior Notes
|
5.875%
|
3/1/33
|
400,000
|
401,672
|
|
Sotera Health Holdings LLC, Senior Secured
Notes
|
7.375%
|
6/1/31
|
480,000
|
486,889
(a)
|
|
Tenet Healthcare Corp., Secured Notes
|
6.250%
|
2/1/27
|
670,000
|
669,998
|
|
UnitedHealth Group Inc., Senior Notes
|
2.000%
|
5/15/30
|
500,000
|
431,092
|
|
Total Health Care Providers & Services
|
11,177,667
|
||||
Pharmaceuticals — 4.0%
|
|||||
Endo Finance Holdings Inc., Senior Secured
Notes
|
8.500%
|
4/15/31
|
480,000
|
509,176
(a)
|
|
Johnson & Johnson, Senior Notes
|
0.550%
|
9/1/25
|
1,000,000
|
975,318
(b)
|
|
Par Pharmaceutical Inc., Escrow
|
—
|
—
|
330,000
|
0
*(a)(g)(h)(j)
|
|
Pfizer Inc., Senior Notes
|
3.000%
|
12/15/26
|
500,000
|
486,657
(b)
|
|
Pfizer Investment Enterprises Pte Ltd.,
Senior Notes
|
4.750%
|
5/19/33
|
1,800,000
|
1,749,735
(b)
|
|
Teva Pharmaceutical Finance Netherlands III
BV, Senior Notes
|
3.150%
|
10/1/26
|
780,000
|
750,174
(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Pharmaceuticals — continued
|
|||||
Teva Pharmaceutical Finance Netherlands III
BV, Senior Notes
|
5.125%
|
5/9/29
|
646,000
|
$631,433
|
|
Teva Pharmaceutical Finance Netherlands III
BV, Senior Notes
|
4.100%
|
10/1/46
|
200,000
|
144,049
|
|
Total Pharmaceuticals
|
5,246,542
|
||||
|
|||||
Total Health Care
|
19,647,530
|
||||
Industrials — 10.7%
|
|||||
Aerospace & Defense — 2.3%
|
|||||
Avolon Holdings Funding Ltd., Senior Notes
|
3.250%
|
2/15/27
|
750,000
|
721,297
(a)(b)
|
|
Avolon Holdings Funding Ltd., Senior Notes
|
2.750%
|
2/21/28
|
1,000,000
|
927,863
(a)(b)
|
|
Boeing Co., Senior Notes
|
3.200%
|
3/1/29
|
500,000
|
461,035
(b)
|
|
Bombardier Inc., Senior Notes
|
7.500%
|
2/1/29
|
310,000
|
322,810
(a)
|
|
TransDigm Inc., Senior Secured Notes
|
7.125%
|
12/1/31
|
610,000
|
625,380
(a)(b)
|
|
Total Aerospace & Defense
|
3,058,385
|
||||
Building Products — 0.1%
|
|||||
Masterbrand Inc., Senior Notes
|
7.000%
|
7/15/32
|
170,000
|
171,384
(a)
|
|
Commercial Services & Supplies — 1.5%
|
|||||
CoreCivic Inc., Senior Notes
|
8.250%
|
4/15/29
|
860,000
|
910,226
(b)
|
|
GEO Group Inc., Senior Notes
|
10.250%
|
4/15/31
|
460,000
|
502,044
|
|
GEO Group Inc., Senior Secured Notes
|
8.625%
|
4/15/29
|
340,000
|
359,453
|
|
GFL Environmental Inc., Senior Secured
Notes
|
6.750%
|
1/15/31
|
190,000
|
195,340
(a)
|
|
Total Commercial Services & Supplies
|
1,967,063
|
||||
Construction & Engineering — 0.6%
|
|||||
Arcosa Inc., Senior Notes
|
6.875%
|
8/15/32
|
210,000
|
213,626
(a)
|
|
Tutor Perini Corp., Senior Notes
|
11.875%
|
4/30/29
|
540,000
|
599,249
(a)
|
|
Total Construction & Engineering
|
812,875
|
||||
Ground Transportation — 0.5%
|
|||||
Carriage Purchaser Inc., Senior Notes
|
7.875%
|
10/15/29
|
660,000
|
628,451
(a)
|
|
Industrial Conglomerates — 0.4%
|
|||||
Honeywell International Inc., Senior Notes
|
2.700%
|
8/15/29
|
500,000
|
458,556
|
|
Machinery — 0.5%
|
|||||
Cellnex Finance Co. SA, Senior Notes
|
2.000%
|
2/15/33
|
500,000
EUR
|
461,632
(e)
|
|
Titan International Inc., Senior Secured
Notes
|
7.000%
|
4/30/28
|
210,000
|
206,653
|
|
Total Machinery
|
668,285
|
||||
Passenger Airlines — 2.6%
|
|||||
American Airlines Inc., Senior Secured
Notes
|
8.500%
|
5/15/29
|
620,000
|
651,346
(a)(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Passenger Airlines — continued
|
|||||
Delta Air Lines Inc., Senior Notes
|
7.375%
|
1/15/26
|
260,000
|
$265,793
(b)
|
|
Delta Air Lines Inc., Senior Secured Notes
|
7.000%
|
5/1/25
|
1,490,000
|
1,496,600
(a)(i)
|
|
Latam Airlines Group SA, Senior Secured
Notes
|
7.875%
|
4/15/30
|
290,000
|
293,947
(a)
|
|
Spirit Loyalty Cayman Ltd./Spirit IP Cayman
Ltd., Senior Secured Notes
|
8.000%
|
9/20/25
|
419,999
|
327,599
*(a)(k)
|
|
Spirit Loyalty Cayman Ltd./Spirit IP Cayman
Ltd., Senior Secured Notes
|
8.000%
|
9/20/25
|
230,000
|
179,400
*(a)(k)
|
|
United Airlines Pass-Through Trust
|
4.875%
|
1/15/26
|
268,000
|
267,679
(b)
|
|
Total Passenger Airlines
|
3,482,364
|
||||
Trading Companies & Distributors — 2.2%
|
|||||
Air Lease Corp., Senior Notes
|
3.375%
|
7/1/25
|
1,100,000
|
1,091,672
(b)
|
|
Ashtead Capital Inc., Senior Notes
|
2.450%
|
8/12/31
|
1,230,000
|
1,023,533
(a)(b)
|
|
United Rentals North America Inc., Secured
Notes
|
3.875%
|
11/15/27
|
730,000
|
699,891
(b)
|
|
United Rentals North America Inc., Senior
Notes
|
5.500%
|
5/15/27
|
80,000
|
79,738
|
|
Total Trading Companies & Distributors
|
2,894,834
|
||||
|
|||||
Total Industrials
|
14,142,197
|
||||
Information Technology — 3.7%
|
|||||
Communications Equipment — 1.1%
|
|||||
Connect Finco SARL/Connect US Finco LLC,
Senior Secured Notes
|
9.000%
|
9/15/29
|
1,550,000
|
1,413,684
(a)
|
|
Viasat Inc., Senior Notes
|
7.500%
|
5/30/31
|
120,000
|
83,572
(a)
|
|
Total Communications Equipment
|
1,497,256
|
||||
Electronic Equipment, Instruments & Components — 0.3%
|
|||||
EquipmentShare.com Inc., Secured Notes
|
8.625%
|
5/15/32
|
210,000
|
219,723
(a)
|
|
EquipmentShare.com Inc., Senior Secured
Notes
|
8.000%
|
3/15/33
|
120,000
|
121,966
(a)
|
|
Total Electronic Equipment, Instruments & Components
|
341,689
|
||||
IT Services — 0.5%
|
|||||
Amentum Holdings Inc., Senior Notes
|
7.250%
|
8/1/32
|
320,000
|
322,790
(a)
|
|
Shift4 Payments LLC/Shift4 Payments
Finance Sub Inc., Senior Notes
|
6.750%
|
8/15/32
|
300,000
|
305,366
(a)
|
|
Total IT Services
|
628,156
|
||||
Semiconductors & Semiconductor Equipment — 1.1%
|
|||||
Broadcom Corp./Broadcom Cayman Finance
Ltd., Senior Notes
|
3.125%
|
1/15/25
|
500,000
|
499,701
|
|
Foundry JV Holdco LLC, Senior Secured
Notes
|
5.900%
|
1/25/30
|
500,000
|
507,335
(a)(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Semiconductors & Semiconductor Equipment — continued
|
|||||
Texas Instruments Inc., Senior Notes
|
1.375%
|
3/12/25
|
500,000
|
$496,934
|
|
Total Semiconductors & Semiconductor Equipment
|
1,503,970
|
||||
Software — 0.4%
|
|||||
Cloud Software Group Inc., Senior Secured
Notes
|
8.250%
|
6/30/32
|
460,000
|
474,718
(a)
|
|
Technology Hardware, Storage & Peripherals — 0.3%
|
|||||
Diebold Nixdorf Inc., Senior Secured Notes
|
7.750%
|
3/31/30
|
210,000
|
216,101
(a)
|
|
Seagate HDD Cayman, Senior Notes
|
4.875%
|
6/1/27
|
260,000
|
256,372
|
|
Total Technology Hardware, Storage & Peripherals
|
472,473
|
||||
|
|||||
Total Information Technology
|
4,918,262
|
||||
Materials — 6.5%
|
|||||
Chemicals — 2.0%
|
|||||
Braskem Netherlands Finance BV, Senior
Notes
|
5.875%
|
1/31/50
|
350,000
|
240,143
(e)
|
|
Cerdia Finanz GmbH, Senior Secured Notes
|
9.375%
|
10/3/31
|
160,000
|
166,907
(a)
|
|
OCP SA, Senior Notes
|
6.750%
|
5/2/34
|
1,220,000
|
1,244,964
(a)
|
|
Orbia Advance Corp. SAB de CV, Senior
Notes
|
1.875%
|
5/11/26
|
350,000
|
330,649
(a)
|
|
Sasol Financing USA LLC, Senior Notes
|
8.750%
|
5/3/29
|
700,000
|
711,181
(a)
|
|
Total Chemicals
|
2,693,844
|
||||
Construction Materials — 0.4%
|
|||||
Smyrna Ready Mix Concrete LLC, Senior
Secured Notes
|
8.875%
|
11/15/31
|
440,000
|
462,752
(a)
|
|
Containers & Packaging — 0.0%††
|
|||||
Pactiv LLC, Senior Notes
|
7.950%
|
12/15/25
|
50,000
|
50,900
|
|
Metals & Mining — 2.7%
|
|||||
ArcelorMittal SA, Senior Notes
|
7.000%
|
10/15/39
|
430,000
|
459,315
(i)
|
|
First Quantum Minerals Ltd., Secured Notes
|
9.375%
|
3/1/29
|
330,000
|
351,351
(a)
|
|
Freeport Indonesia PT, Senior Notes
|
5.315%
|
4/14/32
|
450,000
|
438,492
(a)
|
|
Freeport-McMoRan Inc., Senior Notes
|
5.400%
|
11/14/34
|
220,000
|
217,789
|
|
Freeport-McMoRan Inc., Senior Notes
|
5.450%
|
3/15/43
|
580,000
|
542,389
|
|
Glencore Funding LLC, Senior Notes
|
4.000%
|
3/27/27
|
400,000
|
392,360
(a)
|
|
Teck Resources Ltd., Senior Notes
|
6.000%
|
8/15/40
|
210,000
|
205,271
|
|
Vale Overseas Ltd., Senior Notes
|
6.875%
|
11/10/39
|
940,000
|
998,223
(b)
|
|
Total Metals & Mining
|
3,605,190
|
||||
Paper & Forest Products — 1.4%
|
|||||
Suzano Austria GmbH, Senior Notes
|
5.750%
|
7/14/26
|
950,000
|
955,387
(a)(b)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Paper & Forest Products — continued
|
|||||
Suzano Austria GmbH, Senior Notes
|
3.750%
|
1/15/31
|
1,000,000
|
$883,189
(b)
|
|
Total Paper & Forest Products
|
1,838,576
|
||||
|
|||||
Total Materials
|
8,651,262
|
||||
Real Estate — 0.6%
|
|||||
Diversified REITs — 0.4%
|
|||||
Vornado Realty LP, Senior Notes
|
3.500%
|
1/15/25
|
500,000
|
499,454
(b)
|
|
Hotel & Resort REITs — 0.1%
|
|||||
Service Properties Trust, Senior Notes
|
8.875%
|
6/15/32
|
220,000
|
203,834
|
|
Real Estate Management & Development — 0.1%
|
|||||
Cushman & Wakefield US Borrower LLC,
Senior Secured Notes
|
8.875%
|
9/1/31
|
120,000
|
129,276
(a)
|
|
|
|||||
Total Real Estate
|
832,564
|
||||
Utilities — 2.3%
|
|||||
Electric Utilities — 1.5%
|
|||||
Alpha Generation LLC, Senior Notes
|
6.750%
|
10/15/32
|
140,000
|
138,642
(a)
|
|
CenterPoint Energy Houston Electric LLC,
Senior Secured Bonds
|
5.050%
|
3/1/35
|
500,000
|
488,496
|
|
Comision Federal de Electricidad, Senior
Notes
|
3.348%
|
2/9/31
|
400,000
|
331,748
(a)
|
|
Pacific Gas and Electric Co., First Mortgage
Bonds
|
6.950%
|
3/15/34
|
700,000
|
767,101
|
|
Vistra Operations Co. LLC, Senior Notes
|
7.750%
|
10/15/31
|
300,000
|
314,999
(a)
|
|
Total Electric Utilities
|
2,040,986
|
||||
Independent Power and Renewable Electricity Producers — 0.8%
|
|||||
Lightning Power LLC, Senior Secured Notes
|
7.250%
|
8/15/32
|
330,000
|
340,269
(a)
|
|
Minejesa Capital BV, Senior Secured Notes
|
4.625%
|
8/10/30
|
696,276
|
672,929
(a)(b)
|
|
Total Independent Power and Renewable Electricity Producers
|
1,013,198
|
||||
|
|||||
Total Utilities
|
3,054,184
|
||||
Total Corporate Bonds & Notes (Cost — $148,848,304)
|
152,486,433
|
||||
Senior Loans — 12.3%
|
|||||
Consumer Discretionary — 3.1%
|
|||||
Diversified Consumer Services — 0.0%††
|
|||||
WW International Inc., Initial Term Loan (1
mo. Term SOFR + 3.614%)
|
7.971%
|
4/13/28
|
200,000
|
45,600
(f)(l)(m)
|
|
Hotels, Restaurants & Leisure — 3.1%
|
|||||
Caesars Entertainment Inc., Incremental
Term Loan B1 (1 mo. Term SOFR + 2.250%)
|
6.607%
|
2/6/31
|
375,680
|
376,971
(f)(l)(m)
|
|
Flutter Entertainment Public Ltd. Co., 2024
Term Loan B (3 mo. Term SOFR + 1.750%)
|
6.079%
|
11/30/30
|
694,750
|
694,100
(f)(l)(m)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Hotels, Restaurants & Leisure — continued
|
|||||
Four Seasons Hotels Ltd., 2024 Term Loan
B2 (1 mo. Term SOFR + 1.750%)
|
6.107%
|
11/30/29
|
890,909
|
$893,862
(f)(l)(m)
|
|
Hilton Worldwide Finance LLC, Term Loan
B4 (1 mo. Term SOFR + 1.750%)
|
6.088%
|
11/8/30
|
900,000
|
905,630
(f)(l)(m)
|
|
Scientific Games International Inc., Term
Loan B2 (1 mo. Term SOFR + 2.250%)
|
6.632%
|
4/14/29
|
1,233,758
|
1,240,371
(f)(l)(m)
|
|
Total Hotels, Restaurants & Leisure
|
4,110,934
|
||||
|
|||||
Total Consumer Discretionary
|
4,156,534
|
||||
Energy — 0.4%
|
|||||
Oil, Gas & Consumable Fuels — 0.4%
|
|||||
Buckeye Partners LP, Term Loan B2 (1 mo.
Term SOFR + 2.000%)
|
6.357%
|
11/22/30
|
496,256
|
497,356
(f)(l)(m)
|
|
|
|||||
Financials — 4.1%
|
|||||
Consumer Finance — 0.7%
|
|||||
Blackhawk Network Holdings Inc., Term
Loan B (1 mo. Term SOFR + 5.000%)
|
9.357%
|
3/12/29
|
119,400
|
121,020
(f)(l)(m)
|
|
TransUnion Intermediate Holdings Inc., Term
Loan B9 (1 mo. Term SOFR + 1.750%)
|
6.107%
|
6/24/31
|
845,750
|
845,594
(f)(l)(m)
|
|
Total Consumer Finance
|
966,614
|
||||
Financial Services — 2.7%
|
|||||
Boost Newco Borrower LLC, Term Loan B1
(3 mo. Term SOFR + 2.500%)
|
6.829%
|
1/31/31
|
1,147,125
|
1,155,493
(f)(l)(m)
|
|
Citadel Securities LP, 2024 Term Loan
Facility (3 mo. Term SOFR + 2.000%)
|
6.329%
|
10/31/31
|
2,210,789
|
2,219,831
(f)(l)(m)
|
|
Nexus Buyer LLC, Refinancing Term Loan (1
mo. Term SOFR + 4.000%)
|
8.357%
|
7/31/31
|
248,752
|
249,967
(f)(l)(m)
|
|
Total Financial Services
|
3,625,291
|
||||
Insurance — 0.4%
|
|||||
Asurion LLC, New Term Loan B10 (1 mo.
Term SOFR + 4.100%)
|
8.457%
|
8/19/28
|
494,937
|
494,266
(f)(l)(m)
|
|
Mortgage Real Estate Investment Trusts (REITs) — 0.3%
|
|||||
Starwood Property Mortgage LLC, Term
Loan B (1 mo. Term SOFR + 2.250%)
|
6.607%
|
11/18/27
|
346,480
|
346,480
(f)(h)(l)(m)
|
|
|
|||||
Total Financials
|
5,432,651
|
||||
Health Care — 0.4%
|
|||||
Life Sciences Tools & Services — 0.4%
|
|||||
IQVIA Inc., Term Loan B4 (3 mo. Term SOFR
+ 2.000%)
|
6.329%
|
1/2/31
|
495,000
|
498,960
(f)(l)(m)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Industrials — 1.2%
|
|||||
Passenger Airlines — 0.9%
|
|||||
Delta Air Lines Inc., Initial Term Loan (3 mo.
Term SOFR + 3.750%)
|
8.367%
|
10/20/27
|
239,167
|
$243,765
(f)(l)(m)
|
|
Spirit Airlines Inc., Term Loan
|
—
|
11/18/25
|
251,464
|
252,093
(f)(g)(h)(l)(m)(n)
|
|
United Airlines Inc., Term Loan B (3 mo.
Term SOFR + 2.000%)
|
6.635%
|
2/22/31
|
724,625
|
727,925
(f)(l)(m)
|
|
Total Passenger Airlines
|
1,223,783
|
||||
Trading Companies & Distributors — 0.3%
|
|||||
United Rentals North America Inc.,
Restatement Term Loan (1 mo. Term SOFR +
1.750%)
|
6.107%
|
2/14/31
|
297,750
|
300,727
(f)(l)(m)
|
|
|
|||||
Total Industrials
|
1,524,510
|
||||
Information Technology — 1.2%
|
|||||
Electronic Equipment, Instruments & Components — 0.5%
|
|||||
Coherent Corp., Term Loan B1 (1 mo. Term
SOFR + 2.500%)
|
6.857%
|
7/2/29
|
639,742
|
642,407
(f)(l)(m)
|
|
Semiconductors & Semiconductor Equipment — 0.3%
|
|||||
MKS Instruments Inc., 2024 Dollar Term
Loan B1 (1 mo. Term SOFR + 2.250%)
|
6.589%
|
8/17/29
|
472,654
|
474,648
(f)(l)(m)
|
|
Software — 0.4%
|
|||||
DCert Buyer Inc., First Lien Initial Term Loan
(1 mo. Term SOFR + 4.000%)
|
8.357%
|
10/16/26
|
306,469
|
295,192
(f)(l)(m)
|
|
Modena Buyer LLC, Initial Term Loan (1 mo.
Term SOFR + 4.500%)
|
8.857%
|
7/1/31
|
200,000
|
194,214
(f)(l)(m)
|
|
Total Software
|
489,406
|
||||
|
|||||
Total Information Technology
|
1,606,461
|
||||
Materials — 1.3%
|
|||||
Containers & Packaging — 0.6%
|
|||||
Berry Global Inc., Term Loan AA (1 mo. Term
SOFR + 1.864%)
|
6.342%
|
7/1/29
|
788,633
|
791,251
(f)(l)(m)
|
|
Paper & Forest Products — 0.7%
|
|||||
Asplundh Tree Expert LLC, 2021 Refinancing
Term Loan (1 mo. Term SOFR + 1.750%)
|
6.207%
|
9/7/27
|
956,522
|
959,339
(f)(l)(m)
|
|
|
|||||
Total Materials
|
1,750,590
|
||||
Utilities — 0.6%
|
|||||
Electric Utilities — 0.6%
|
|||||
Vistra Operations Co. LLC, 2018 Incremental
Term Loan (1 mo. Term SOFR + 1.750%)
|
6.107%
|
12/20/30
|
742,500
|
745,032
(f)(l)(m)
|
|
|
|||||
Total Senior Loans (Cost — $16,267,736)
|
16,212,094
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Asset-Backed Securities — 7.1%
|
|||||
AGL CLO Ltd., 2021-11A E (3 mo. Term SOFR
+ 6.622%)
|
11.278%
|
4/15/34
|
350,000
|
$352,140
(a)(f)
|
|
AGL CLO Ltd., 2024-35A E (3 mo. Term SOFR
+ 5.150%)
|
9.662%
|
1/21/38
|
330,000
|
329,968
(a)(f)
|
|
American Home Mortgage Investment Trust,
2007-A 4A (1 mo. Term SOFR + 1.014%)
|
5.353%
|
7/25/46
|
425,983
|
92,013
(a)(f)
|
|
AMMC CLO Ltd., 2021-24A ER (3 mo. Term
SOFR + 6.500%)
|
11.060%
|
1/20/35
|
320,000
|
326,686
(a)(f)
|
|
Apex Credit CLO Ltd., 2019-2A ERR (3 mo.
Term SOFR + 7.670%)
|
11.975%
|
1/25/38
|
420,000
|
420,000
*(a)(f)
|
|
Apidos CLO Ltd., 2024-50A E (3 mo. Term
SOFR + 5.100%)
|
9.612%
|
1/20/38
|
270,000
|
269,971
(a)(f)
|
|
Ares CLO Ltd., 2017-44A CR (3 mo. Term
SOFR + 3.662%)
|
8.318%
|
4/15/34
|
180,000
|
181,190
(a)(f)
|
|
Bain Capital Credit CLO Ltd., 2020-3A DRR
(3 mo. Term SOFR + 3.100%)
|
7.726%
|
10/23/34
|
380,000
|
381,606
(a)(f)
|
|
Balboa Bay Loan Funding Ltd., 2020-1A ERR
(3 mo. Term SOFR + 7.150%)
|
11.731%
|
10/20/35
|
440,000
|
448,348
(a)(f)
|
|
Bayview Financial Asset Trust, 2007-SR1A
M4 (1 mo. Term SOFR + 1.614%)
|
5.953%
|
3/25/37
|
27,919
|
27,801
(a)(f)
|
|
Bear Mountain Park CLO Ltd., 2022-1A ER (3
mo. Term SOFR + 5.950%)
|
10.606%
|
7/15/37
|
390,000
|
398,787
(a)(f)
|
|
Clover CLO LLC, 2021-3A ER (3 mo. Term
SOFR + 4.900%)
|
9.205%
|
1/25/35
|
570,000
|
570,000
(a)(f)(g)(o)
|
|
Elevation CLO Ltd., 2016-5A ERR (3 mo.
Term SOFR + 7.580%)
|
11.885%
|
1/25/38
|
400,000
|
398,000
(a)(f)
|
|
Goldentree Loan Management US CLO Ltd.,
2020-8A ERR (3 mo. Term SOFR + 5.750%)
|
10.352%
|
10/20/34
|
410,000
|
411,019
(a)(f)
|
|
Golub Capital Partners CLO Ltd., 2024-77A E
(3 mo. Term SOFR + 4.850%)
|
9.155%
|
1/25/38
|
680,000
|
680,000
(a)(f)(o)
|
|
GSAMP Trust, 2003-SEA2 A1
|
5.421%
|
7/25/33
|
322,236
|
311,146
|
|
Halsey Point CLO Ltd., 2019-1A FR (3 mo.
Term SOFR + 10.730%)
|
15.291%
|
10/20/37
|
500,000
|
498,057
(a)(f)
|
|
Indymac Manufactured Housing Contract
Pass-Through Certificates, 1997-1 A5
|
6.970%
|
2/25/28
|
6,460
|
6,430
|
|
Morgan Stanley ABS Capital Inc. Trust,
2003-SD1 A1 (1 mo. Term SOFR + 1.114%)
|
5.453%
|
3/25/33
|
4,196
|
4,080
(f)
|
|
Mountain View CLO Ltd., 2022-1A DR (3 mo.
Term SOFR + 4.190%)
|
8.846%
|
4/15/34
|
180,000
|
181,369
(a)(f)
|
|
Oaktree CLO Ltd., 2022-2A D1R2 (3 mo.
Term SOFR + 3.250%)
|
7.865%
|
10/15/37
|
340,000
|
344,880
(a)(f)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Asset-Backed Securities — continued
|
|||||
Obra CLO Ltd., 2024-1A E (3 mo. Term SOFR
+ 6.750%)
|
11.173%
|
1/20/38
|
390,000
|
$389,936
(a)(f)
|
|
Ocean Trails CLO Ltd., 2023-14A ER (3 mo.
Term SOFR + 6.340%)
|
10.645%
|
1/20/38
|
480,000
|
475,200
(a)(f)(o)
|
|
Ocean Trails CLO Ltd., 2024-16A E (3 mo.
Term SOFR + 6.690%)
|
11.251%
|
1/20/38
|
170,000
|
170,608
(a)(f)
|
|
Octagon Investment Partners Ltd., 2020-1A
ER2 (3 mo. Term SOFR + 6.000%)
|
10.305%
|
1/22/38
|
500,000
|
500,000
(a)(f)(o)
|
|
OHA Credit Funding Ltd., 2022-11A D1R (3
mo. Term SOFR + 2.850%)
|
7.467%
|
7/19/37
|
150,000
|
151,637
(a)(f)
|
|
Origen Manufactured Housing Contract
Trust, 2007-A A2
|
6.836%
|
4/15/37
|
230,394
|
213,394
(f)
|
|
Palmer Square CLO Ltd., 2022-3A D1R (3
mo. Term SOFR + 2.950%)
|
7.567%
|
7/20/37
|
110,000
|
111,898
(a)(f)
|
|
TCW CLO Ltd., 2020-1A DR3 (3 mo. Term
SOFR + 3.400%)
|
7.705%
|
4/20/34
|
550,000
|
550,000
(a)(f)(o)
|
|
Trinitas CLO Ltd., 2024-27A D1 (3 mo. Term
SOFR + 4.300%)
|
8.932%
|
4/18/37
|
110,000
|
111,695
(a)(f)
|
|
Warwick Capital CLO Ltd., 2024-3A D (3 mo.
Term SOFR + 4.500%)
|
9.117%
|
4/20/37
|
100,000
|
102,374
(a)(f)
|
|
|
|||||
Total Asset-Backed Securities (Cost — $9,438,059)
|
9,410,233
|
||||
Sovereign Bonds — 6.3%
|
|||||
Angola — 0.3%
|
|||||
Angolan Government International Bond,
Senior Notes
|
8.000%
|
11/26/29
|
400,000
|
358,642
(a)
|
|
Argentina — 0.6%
|
|||||
Argentine Republic Government
International Bond, Senior Notes
|
1.000%
|
7/9/29
|
43,394
|
35,344
|
|
Provincia de Buenos Aires, Senior Notes
|
6.625%
|
9/1/37
|
451,668
|
302,279
(a)
|
|
Provincia de Cordoba, Senior Notes
|
6.990%
|
6/1/27
|
560,000
|
532,112
(a)
|
|
Total Argentina
|
869,735
|
||||
Colombia — 1.0%
|
|||||
Colombia Government International Bond,
Senior Notes
|
3.250%
|
4/22/32
|
1,750,000
|
1,345,313
|
|
Dominican Republic — 0.3%
|
|||||
Dominican Republic International Bond,
Senior Notes
|
4.875%
|
9/23/32
|
380,000
|
340,100
(a)
|
|
Indonesia — 1.4%
|
|||||
Indonesia Government International Bond,
Senior Notes
|
3.850%
|
7/18/27
|
300,000
|
292,379
(a)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
Indonesia — continued
|
|||||
Indonesia Government International Bond,
Senior Notes
|
3.500%
|
1/11/28
|
1,670,000
|
$1,596,004
(b)
|
|
Total Indonesia
|
1,888,383
|
||||
Mexico — 1.5%
|
|||||
Mexico Government International Bond,
Senior Notes
|
3.750%
|
1/11/28
|
500,000
|
475,938
|
|
Mexico Government International Bond,
Senior Notes
|
2.659%
|
5/24/31
|
360,000
|
292,982
|
|
Mexico Government International Bond,
Senior Notes
|
4.350%
|
1/15/47
|
1,750,000
|
1,226,242
|
|
Total Mexico
|
1,995,162
|
||||
Panama — 0.8%
|
|||||
Panama Government International Bond,
Senior Notes
|
4.500%
|
5/15/47
|
1,650,000
|
1,064,046
|
|
Saudi Arabia — 0.4%
|
|||||
Saudi Government International Bond,
Senior Notes
|
4.000%
|
4/17/25
|
500,000
|
498,742
(a)
|
|
|
|||||
Total Sovereign Bonds (Cost — $8,543,893)
|
8,360,123
|
||||
Collateralized Mortgage Obligations(p) — 6.0%
|
|||||
280 Park Avenue Mortgage Trust, 2017-
280P F (1 mo. Term SOFR + 3.127%)
|
7.610%
|
9/15/34
|
220,000
|
206,143
(a)(f)
|
|
Bear Stearns ALT-A Trust, 2004-3 A1 (1 mo.
Term SOFR + 0.754%)
|
5.093%
|
4/25/34
|
25,613
|
25,348
(f)
|
|
CHL Mortgage Pass-Through Trust, 2005-7
1A1 (1 mo. Term SOFR + 0.654%)
|
4.993%
|
3/25/35
|
138,761
|
127,522
(f)
|
|
Citigroup Commercial Mortgage Trust,
2015-GC29 D
|
3.110%
|
4/10/48
|
250,000
|
229,472
(a)
|
|
Citigroup Commercial Mortgage Trust,
2015-P1 D
|
3.225%
|
9/15/48
|
440,000
|
399,912
(a)
|
|
Citigroup Commercial Mortgage Trust,
2015-P1 E
|
4.369%
|
9/15/48
|
500,000
|
387,812
(a)(f)
|
|
CSAIL Commercial Mortgage Trust, 2015-C3
C
|
4.362%
|
8/15/48
|
410,000
|
352,645
(f)
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2020-DNA6 B1 (30 Day Average
SOFR + 3.000%)
|
7.569%
|
12/25/50
|
310,000
|
335,642
(a)(f)
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2021-DNA7 B2 (30 Day Average
SOFR + 7.800%)
|
12.369%
|
11/25/41
|
450,000
|
488,112
(a)(f)
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
Collateralized Mortgage Obligations(p) — continued
|
|||||
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2022-DNA2 M2 (30 Day Average
SOFR + 3.750%)
|
8.319%
|
2/25/42
|
910,000
|
$955,426
(a)(f)
|
|
Federal Home Loan Mortgage Corp.
(FHLMC) REMIC, Structured Agency Credit
Risk Trust, 2022-DNA6 M2 (30 Day Average
SOFR + 5.750%)
|
10.319%
|
9/25/42
|
1,000,000
|
1,111,743
(a)(f)
|
|
Federal National Mortgage Association
(FNMA) — CAS, 2023-R06 1M2 (30 Day
Average SOFR + 2.700%)
|
7.269%
|
7/25/43
|
560,000
|
582,547
(a)(f)
|
|
Federal National Mortgage Association
(FNMA) — CAS, 2024-R02 1M2 (30 Day
Average SOFR + 1.800%)
|
6.369%
|
2/25/44
|
520,000
|
525,586
(a)(f)
|
|
Federal National Mortgage Association
(FNMA), 2004-W15 1A2
|
6.500%
|
8/25/44
|
36,990
|
38,136
|
|
GS Mortgage Securities Corp. II, 2024-70P E
|
8.965%
|
3/10/41
|
270,000
|
275,000
(a)(f)
|
|
Hawaii Hotel Trust, 2019-MAUI F (1 mo.
Term SOFR + 3.047%)
|
7.445%
|
5/15/38
|
350,000
|
350,334
(a)(f)
|
|
Impac CMB Trust, 2004-10 2A (1 mo. Term
SOFR + 0.754%)
|
5.093%
|
3/25/35
|
42,015
|
38,679
(f)
|
|
Impac CMB Trust, 2005-2 2A2 (1 mo. Term
SOFR + 0.914%)
|
5.253%
|
4/25/35
|
10,409
|
9,738
(f)
|
|
MAFI II Remic Trust, 1998-BI B1
|
4.848%
|
11/20/24
|
82,845
|
70,535
(f)
|
|
MERIT Securities Corp., 2011-PA B3 (1 mo.
USD LIBOR + 2.250%)
|
7.210%
|
9/28/32
|
365,444
|
346,975
(a)(f)
|
|
Morgan Stanley Capital Trust, 2015-UBS8 C
|
4.576%
|
12/15/48
|
410,000
|
369,585
(f)
|
|
Morgan Stanley Capital I Trust, 2016-BNK2
B
|
3.485%
|
11/15/49
|
430,000
|
359,636
|
|
Prime Mortgage Trust, 2005-2 2XB, IO
|
1.743%
|
10/25/32
|
755,773
|
40,611
(f)
|
|
Prime Mortgage Trust, 2005-5 1X, IO
|
1.116%
|
7/25/34
|
927,979
|
24,838
(f)
|
|
RAMP Trust, 2005-SL2 APO, STRIPS, PO
|
0.000%
|
2/25/32
|
1,540
|
1,330
|
|
Sequoia Mortgage Trust, 2003-2 A2 (6 mo.
Term SOFR + 1.108%)
|
5.540%
|
6/20/33
|
2,523
|
2,444
(f)
|
|
Structured Asset Securities Corp. Mortgage
Pass-Through Certificates, 2003-9A 2A2
|
6.698%
|
3/25/33
|
18,193
|
17,575
(f)
|
|
UBS Commercial Mortgage Trust, 2018-C15
C
|
5.139%
|
12/15/51
|
285,000
|
260,519
(f)
|
|
|
|||||
Total Collateralized Mortgage Obligations (Cost — $7,580,770)
|
7,933,845
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
|||||
U.S. Government & Agency Obligations — 0.9%
|
|||||
U.S. Government Obligations — 0.9%
|
|||||
U.S. Treasury Notes
|
4.125%
|
1/31/25
|
250,000
|
$249,946
|
|
U.S. Treasury Notes
|
3.625%
|
8/31/29
|
910,000
|
881,321
|
|
|
|||||
Total U.S. Government & Agency Obligations (Cost — $1,166,860)
|
1,131,267
|
||||
|
|
|
|
Shares
|
|
Preferred Stocks — 0.6%
|
|||||
Financials — 0.6%
|
|||||
Mortgage Real Estate Investment Trusts (REITs) — 0.6%
|
|||||
AGNC Investment Corp., Non Voting Shares
(6.125% to 4/15/25 then 3 mo. USD LIBOR +
4.697%)
|
6.125%
|
|
17,121
|
421,861
(f)
|
|
Chimera Investment Corp., Non Voting
Shares (7.750% to 9/30/25 then 3 mo. USD
LIBOR + 4.743%)
|
7.750%
|
|
5,224
|
120,936
(f)
|
|
MFA Financial Inc., Non Voting Shares
(6.500% to 3/31/25 then 3 mo. USD LIBOR +
5.345%)
|
6.500%
|
|
9,538
|
232,536
(f)
|
|
|
|||||
Total Preferred Stocks (Cost — $785,025)
|
775,333
|
||||
|
|
|
Maturity
Date
|
Face
Amount†
|
|
Convertible Bonds & Notes — 0.4%
|
|||||
Communication Services — 0.4%
|
|||||
Diversified Telecommunication Services — 0.4%
|
|||||
EchoStar Corp., Senior Secured Notes
(3.875% Cash or 3.875%
PIK) (Cost — $593,813)
|
3.875%
|
11/30/30
|
534,934
|
563,973
(c)
|
|
|
|
|
|
Shares
|
|
Common Stocks — 0.0%††
|
|||||
Health Care — 0.0%††
|
|||||
Pharmaceuticals — 0.0%††
|
|||||
Endo Inc. (Cost — $49,143)
|
|
1,978
|
47,373
*
|
Security
|
|
|
Expiration
Date
|
Warrants
|
Value
|
Warrants — 0.0%††
|
|||||
Industrials — 0.0%††
|
|||||
Passenger Airlines — 0.0%††
|
|||||
flyExclusive Inc. (Cost — $8,421)
|
|
5/28/28
|
8,795
|
$1,730
*
|
|
Total Investments before Short-Term Investments (Cost — $193,282,024)
|
196,922,404
|
||||
|
|
Rate
|
|
Shares
|
|
Short-Term Investments — 1.7%
|
|||||
Western Asset Premier Institutional
Government Reserves, Premium Shares
(Cost — $2,219,515)
|
4.440%
|
|
2,219,515
|
2,219,515
(q)(r)
|
|
Total Investments — 150.4% (Cost — $195,501,539)
|
199,141,919
|
||||
Liabilities in Excess of Other Assets — (50.4)%
|
(66,696,048
)
|
||||
Total Net Assets — 100.0%
|
$132,445,871
|
†
|
Face amount denominated in U.S. dollars, unless otherwise noted.
|
††
|
Represents less than 0.1%.
|
*
|
Non-income producing security.
|
(a)
|
Security is exempt from registration under Rule 144A of the Securities Act of 1933.
This security may be resold in
transactions that are exempt from registration, normally to qualified institutional
buyers. This security has been
deemed liquid pursuant to guidelines approved by the Board of Trustees.
|
(b)
|
All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5).
|
(c)
|
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.
|
(d)
|
Security has no maturity date. The date shown represents the next call date.
|
(e)
|
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 Trustees.
|
(f)
|
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.
|
(g)
|
Security is fair valued in accordance with procedures approved by the Board of Trustees (Note 1).
|
(h)
|
Security is valued using significant unobservable inputs (Note 1).
|
(i)
|
All or a portion of this security is held by the counterparty as collateral for open
reverse repurchase agreements.
|
(j)
|
Value is less than $1.
|
(k)
|
The coupon payment on this security is currently in default as of December 31, 2024.
|
(l)
|
Interest rates disclosed represent the effective rates on senior loans. Ranges in
interest rates are attributable to
multiple contracts under the same loan.
|
(m)
|
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.
|
(n)
|
All or a portion of this loan has not settled as of December 31, 2024. Interest rates
are not effective until
settlement date. Interest rates shown, if any, are for the settled portion of the
loan.
|
(o)
|
Securities traded on a when-issued or delayed delivery basis.
|
(p)
|
Collateralized mortgage obligations are secured by an underlying pool of mortgages
or mortgage pass-through
certificates that are structured to direct payments on underlying collateral to different
series or classes of the
obligations. The interest rate may change positively or inversely in relation to one
or more interest rates, financial
indices or other financial indicators and may be subject to an upper and/or lower
limit.
|
(q)
|
Rate shown is one-day yield as of the end of the reporting period.
|
(r)
|
In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund
ownership of at least 5% of the outstanding voting securities of an issuer, or a company
which is under common
ownership or control with the Fund. At December 31, 2024, the total market value of
investments in Affiliated
Companies was $2,219,515 and the cost was $2,219,515 (Note 8).
|
Abbreviation(s) used in this schedule:
|
||
CAS
|
—
|
Connecticut Avenue Securities
|
CLO
|
—
|
Collateralized Loan Obligation
|
EUR
|
—
|
Euro
|
GBP
|
—
|
British Pound
|
ICE
|
—
|
Intercontinental Exchange
|
IO
|
—
|
Interest Only
|
JSC
|
—
|
Joint Stock Company
|
LIBOR
|
—
|
London Interbank Offered Rate
|
PIK
|
—
|
Payment-In-Kind
|
PO
|
—
|
Principal Only
|
REMIC
|
—
|
Real Estate Mortgage Investment Conduit
|
SOFR
|
—
|
Secured Overnight Financing Rate
|
SONIA
|
—
|
Sterling Overnight Index Average
|
STRIPS
|
—
|
Separate Trading of Registered Interest and Principal Securities
|
USD
|
—
|
United States Dollar
|
Counterparty
|
Rate
|
Effective
Date
|
Maturity
Date
|
Face Amount
of Reverse
Repurchase
Agreements
|
Asset Class
of Collateral*
|
Collateral
Value**
|
Deutsche Bank AG
|
4.750%
|
12/18/2024
|
3/25/2025
|
$5,760,575
|
Corporate Bonds &
Notes
|
$6,048,266
|
Royal Bank of Canada
|
5.120%
|
11/1/2024
|
1/30/2025
|
1,419,600
|
Corporate Bonds &
Notes
|
1,468,703
|
|
|
|
|
$7,180,175
|
|
$7,516,969
|
*
|
Refer to the Schedule of Investments for positions held at the counterparty as collateral
for reverse repurchase
agreements.
|
**
|
Including accrued interest.
|
Currency
Purchased
|
Currency
Sold
|
Counterparty
|
Settlement
Date
|
Unrealized
Appreciation
(Depreciation)
|
||
MXN
|
26,350,836
|
USD
|
1,266,106
|
JPMorgan Chase & Co.
|
1/15/25
|
$(5,793
)
|
USD
|
1,333,274
|
MXN
|
26,350,836
|
JPMorgan Chase & Co.
|
1/15/25
|
72,961
|
USD
|
1,438,842
|
EUR
|
1,305,285
|
Bank of America N.A.
|
1/16/25
|
85,901
|
USD
|
681,062
|
GBP
|
519,960
|
Bank of America N.A.
|
1/16/25
|
30,213
|
Net unrealized appreciation on open forward foreign currency contracts
|
$183,282
|
Abbreviation(s) used in this table:
|
||
EUR
|
—
|
Euro
|
GBP
|
—
|
British Pound
|
MXN
|
—
|
Mexican Peso
|
USD
|
—
|
United States Dollar
|
CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES — SELL PROTECTION1
|
||||||
Reference Entity
|
Notional
Amount2
|
Termination
Date
|
Periodic
Payments
Received by
the Fund†
|
Market
Value3
|
Upfront
Premiums
Paid
(Received)
|
Unrealized
Depreciation
|
Markit CDX.NA.HY.43 Index
|
$1,410,000
|
12/20/29
|
5.000% quarterly
|
$108,511
|
$116,930
|
$(8,419)
|
1
|
If the Fund is a seller of protection and a credit event occurs, as defined under
the terms of that particular swap
agreement, the Fund will either (i) pay to the buyer of protection an amount equal
to the notional amount of the
swap and take delivery of the referenced obligation or underlying securities comprising
the referenced index or (ii)
pay a net settlement amount in the form of cash or securities equal to the notional
amount of the swap less the
recovery value of the referenced obligation or underlying securities comprising the
referenced index.
|
2
|
The maximum potential amount the Fund could be required to pay as a seller of credit
protection or receive as a
buyer of credit protection if a credit event occurs as defined under the terms of
that particular swap agreement.
|
3
|
The quoted market prices and resulting values for credit default swap agreements on
asset-backed securities and
credit indices serve as an indicator of the current status of the payment/performance
risk and represent the
likelihood of an expected loss (or profit) for the credit derivative had the notional
amount of the swap agreement
been closed/sold as of the period end. Decreasing market values (sell protection)
or increasing market values (buy
protection), when compared to the notional amount of the swap, represent a deterioration
of the referenced
entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under
the terms of the agreement.
|
†
|
Percentage shown is an annual percentage rate.
|
Assets:
|
|
Investments in unaffiliated securities, at value (Cost — $193,282,024)
|
$196,922,404
|
Investments in affiliated securities, at value (Cost — $2,219,515)
|
2,219,515
|
Foreign currency, at value (Cost — $98,839)
|
70,697
|
Cash
|
123,740
|
Interest and dividends receivable from unaffiliated investments
|
2,504,642
|
Unrealized appreciation on forward foreign currency contracts
|
189,075
|
Deposits with brokers for centrally cleared swap contracts
|
143,033
|
Dividends receivable from affiliated investments
|
4,037
|
Principal paydown receivable
|
804
|
Receivable from brokers — net variation margin on centrally cleared swap contracts
|
554
|
Other receivables
|
4,783
|
Prepaid expenses
|
601
|
Total Assets
|
202,183,885
|
Liabilities:
|
|
Loan payable (Note 5)
|
59,000,000
|
Payable for open reverse repurchase agreements (Note 3)
|
7,180,175
|
Payable for securities purchased
|
3,019,340
|
Interest and commitment fees payable
|
319,450
|
Investment management fee payable
|
72,147
|
Administration fee payable
|
21,247
|
Unrealized depreciation on forward foreign currency contracts
|
5,793
|
Trustees’ fees payable
|
597
|
Accrued expenses
|
119,265
|
Total Liabilities
|
69,738,014
|
Total Net Assets
|
$132,445,871
|
Net Assets:
|
|
Common shares, no par value, unlimited number of shares authorized, 11,865,600 shares
issued and outstanding
|
$156,146,340
|
Total distributable earnings (loss)
|
(23,700,469
)
|
Total Net Assets
|
$132,445,871
|
Shares Outstanding
|
11,865,600
|
Net Asset Value
|
$11.16
|
Investment Income:
|
|
Interest
|
$13,616,079
|
Dividends from affiliated investments
|
112,033
|
Dividends from unaffiliated investments
|
29,369
|
Less: Foreign taxes withheld
|
(3,787
)
|
Total Investment Income
|
13,753,694
|
Expenses:
|
|
Interest expense (Notes 3 and 5)
|
3,689,746
|
Investment management fee (Note 2)
|
1,070,893
|
Audit and tax fees
|
74,164
|
Fund accounting fees
|
42,100
|
Commitment fees (Note 5)
|
26,753
|
Legal fees
|
17,295
|
Transfer agent fees
|
14,581
|
Trustees’ fees
|
12,675
|
Stock exchange listing fees
|
12,500
|
Shareholder reports
|
9,390
|
Insurance
|
1,463
|
Custody fees
|
554
|
Miscellaneous expenses
|
11,733
|
Total Expenses
|
4,983,847
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
(2,569
)
|
Net Expenses
|
4,981,278
|
Net Investment Income
|
8,772,416
|
Realized and Unrealized Gain (Loss) on Investments, Swap Contracts, Forward Foreign
Currency
Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):
|
|
Net Realized Gain (Loss) From:
|
|
Investment transactions in unaffiliated securities
|
343,831
|
Swap contracts
|
4,026
|
Forward foreign currency contracts
|
(98,062
)
|
Foreign currency transactions
|
(357
)
|
Net Realized Gain
|
249,438
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
Investments in unaffiliated securities
|
(3,045,767
)
|
Swap contracts
|
(8,419
)
|
Forward foreign currency contracts
|
380,863
|
Foreign currencies
|
(22,759
)
|
Change in Net Unrealized Appreciation (Depreciation)
|
(2,696,082
)
|
Net Loss on Investments, Swap Contracts, Forward Foreign Currency Contracts and
Foreign Currency Transactions
|
(2,446,644
)
|
Increase in Net Assets From Operations
|
$6,325,772
|
For the Years Ended December 31,
|
2024
|
2023
|
Operations:
|
|
|
Net investment income
|
$8,772,416
|
$9,192,635
|
Net realized gain (loss)
|
249,438
|
(6,932,978
)
|
Change in net unrealized appreciation (depreciation)
|
(2,696,082
)
|
10,147,896
|
Increase in Net Assets From Operations
|
6,325,772
|
12,407,553
|
Distributions to Shareholders From (Note 1):
|
|
|
Total distributable earnings
|
(9,967,104
)
|
(9,539,942
)
|
Decrease in Net Assets From Distributions to Shareholders
|
(9,967,104
)
|
(9,539,942
)
|
Increase (Decrease) in Net Assets
|
(3,641,332
)
|
2,867,611
|
Net Assets:
|
|
|
Beginning of year
|
136,087,203
|
133,219,592
|
End of year
|
$132,445,871
|
$136,087,203
|
Increase (Decrease) in Cash:
|
|
Cash Flows from Operating Activities:
|
|
Net increase in net assets resulting from operations
|
$6,325,772
|
Adjustments to reconcile net increase in net assets resulting from operations to net
cash
provided (used) by operating activities:
|
|
Purchases of portfolio securities
|
(93,943,095
)
|
Sales of portfolio securities
|
79,795,190
|
Net purchases, sales and maturities of short-term investments
|
(2,490,591
)
|
Net amortization of premium (accretion of discount)
|
(2,630,778
)
|
Securities litigation proceeds
|
7,602
|
Decrease in receivable for securities sold
|
478,750
|
Increase in interest and dividends receivable from unaffiliated investments
|
(28,497
)
|
Increase in receivable from brokers — net variation margin on centrally cleared swap
contracts
|
(554
)
|
Decrease in prepaid expenses
|
236
|
Increase in other receivables
|
(4,783
)
|
Decrease in dividends receivable from affiliated investments
|
6,091
|
Increase in principal paydown receivable
|
(804
)
|
Increase in payable for securities purchased
|
3,019,340
|
Increase in investment management fee payable
|
6,495
|
Decrease in Trustees’ fees payable
|
(285
)
|
Increase in administration fee payable
|
1,886
|
Increase in interest and commitment fees payable
|
45,850
|
Decrease in accrued expenses
|
(34,971
)
|
Net realized gain on investments
|
(343,831
)
|
Change in net unrealized appreciation (depreciation) of investments and forward foreign
currency contracts
|
2,664,904
|
Net Cash Used in Operating Activities*
|
(7,126,073
)
|
Cash Flows from Financing Activities:
|
|
Distributions paid on common stock
|
(9,967,104
)
|
Proceeds from loan facility borrowings
|
11,500,000
|
Increase in payable for open reverse repurchase agreements
|
5,711,198
|
Net Cash Provided by Financing Activities
|
7,244,094
|
Net Increase in Cash and Restricted Cash
|
118,021
|
Cash and restricted cash at beginning of year
|
219,449
|
Cash and restricted cash at end of year
|
$337,470
|
*
|
Included in operating expenses is $3,670,649 paid for interest and commitment fees
on borrowings.
|
|
December 31, 2024
|
Cash
|
$194,437
|
Restricted cash
|
143,033
|
Total cash and restricted cash shown in the Statement of Cash Flows
|
$337,470
|
For a common share outstanding throughout each year ended December 31, unless otherwise
noted:
|
|||||
|
20241
|
20231
|
20221
|
20211
|
20201
|
Net asset value, beginning of year
|
$11.47
|
$11.23
|
$14.32
|
$14.85
|
$14.66
|
Income (loss) from operations:
|
|||||
Net investment income
|
0.74
|
0.77
|
0.82
|
0.87
|
0.87
|
Net realized and unrealized gain (loss)
|
(0.21
)
|
0.27
|
(3.12
)
|
(0.61
)
|
0.10
|
Total income (loss) from operations
|
0.53
|
1.04
|
(2.30)
|
0.26
|
0.97
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.84
)
|
(0.80
)
|
(0.79
)
|
(0.79
)
|
(0.79
)
|
Total distributions
|
(0.84
)
|
(0.80
)
|
(0.79
)
|
(0.79
)
|
(0.79
)
|
Anti-dilutive impact of repurchase plan
|
—
|
—
|
—
|
—
|
0.01
2
|
Net asset value, end of year
|
$11.16
|
$11.47
|
$11.23
|
$14.32
|
$14.85
|
Market price, end of year
|
$10.77
|
$10.80
|
$10.64
|
$14.33
|
$14.17
|
Total return, based on NAV3,4
|
4.81
%
|
9.77
%
|
(16.21
)%
|
1.80
%
|
7.28
%
|
Total return, based on Market Price5
|
7.69
%
|
9.57
%
|
(20.29
)%
|
6.87
%
|
2.64
%
|
Net assets, end of year (millions)
|
$132
|
$136
|
$133
|
$170
|
$176
|
Ratios to average net assets:
|
|||||
Gross expenses
|
3.71
%
|
3.29
%
|
2.19
%
|
1.22
%
|
1.50
%
|
Net expenses6
|
3.71
7
|
3.29
7
|
2.19
7
|
1.22
7
|
1.50
|
Net investment income
|
6.54
|
6.94
|
6.80
|
5.93
|
6.24
|
Portfolio turnover rate
|
43
%
|
36
%
|
72
%
|
32
%
|
55
%
|
Supplemental data:
|
|
|
|
|
|
Loan Outstanding, End of Year (000s)
|
$59,000
|
$47,500
|
$57,500
|
$57,500
|
$57,500
|
Asset Coverage Ratio for Loan Outstanding8
|
324
%
|
386
%
|
332
%
|
395
%
|
406
%
|
Asset Coverage, per $1,000 Principal Amount of
Loan Outstanding8
|
$3,245
|
$3,865
|
$3,317
|
$3,954
|
$4,064
|
Weighted Average Loan (000s)
|
$54,458
|
$48,240
|
$57,500
|
$57,500
|
$57,448
|
Weighted Average Interest Rate on Loan
|
6.04
%
|
5.81
%
|
2.42
%
|
0.80
%
|
1.48
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
The repurchase plan was completed at an average repurchase price of $10.38 for 44,671
shares and $462,743 for
the year ended December 31, 2020.
|
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 calculation assumes that distributions are reinvested in accordance with the Fund’s dividend
reinvestment plan. Past performance is no guarantee of future results.
|
6
|
The investment adviser has agreed to waive the Fund’s management fee to an extent sufficient to offset the net
management fee payable in connection with any investment in an affiliated money market
fund.
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
8
|
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.
|
ASSETS
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Long-Term Investments†:
|
|
|
|
|
Corporate Bonds & Notes:
|
|
|
|
|
Energy
|
—
|
$26,849,830
|
$85,189
|
$26,935,019
|
Health Care
|
—
|
19,647,530
|
0
*
|
19,647,530
|
Other Corporate Bonds &
Notes
|
—
|
105,903,884
|
—
|
105,903,884
|
Senior Loans:
|
|
|
|
|
Financials
|
—
|
5,086,171
|
346,480
|
5,432,651
|
Industrials
|
—
|
1,272,417
|
252,093
|
1,524,510
|
Other Senior Loans
|
—
|
9,254,933
|
—
|
9,254,933
|
Asset-Backed Securities
|
—
|
9,410,233
|
—
|
9,410,233
|
Sovereign Bonds
|
—
|
8,360,123
|
—
|
8,360,123
|
Collateralized Mortgage
Obligations
|
—
|
7,933,845
|
—
|
7,933,845
|
U.S. Government & Agency
Obligations
|
—
|
1,131,267
|
—
|
1,131,267
|
Preferred Stocks
|
$775,333
|
—
|
—
|
775,333
|
Convertible Bonds & Notes
|
—
|
563,973
|
—
|
563,973
|
Common Stocks
|
—
|
47,373
|
—
|
47,373
|
Warrants
|
—
|
1,730
|
—
|
1,730
|
Total Long-Term Investments
|
775,333
|
195,463,309
|
683,762
|
196,922,404
|
Short-Term Investments†
|
2,219,515
|
—
|
—
|
2,219,515
|
Total Investments
|
$2,994,848
|
$195,463,309
|
$683,762
|
$199,141,919
|
Other Financial Instruments:
|
|
|
|
|
Forward Foreign Currency
Contracts††
|
—
|
$189,075
|
—
|
$189,075
|
Total
|
$2,994,848
|
$195,652,384
|
$683,762
|
$199,330,994
|
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††
|
—
|
$5,793
|
—
|
$5,793
|
Centrally Cleared Credit
Default Swaps on Credit
Indices — Sell Protection††
|
—
|
8,419
|
—
|
8,419
|
Total
|
—
|
$14,212
|
—
|
$14,212
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
*
|
Amount represents less than $1.
|
††
|
Reflects the unrealized appreciation (depreciation) of the instruments.
|
|
Total Distributable
Earnings (Loss)
|
Paid-in
Capital
|
(a)
|
$19,735
|
$(19,735)
|
|
Investments
|
U.S. Government &
Agency Obligations
|
Purchases
|
$90,023,245
|
$3,919,850
|
Sales
|
75,326,642
|
4,468,548
|
|
Cost/Premiums
Paid (Received)
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
(Depreciation)
|
Securities
|
$195,863,661
|
$6,487,844
|
$(3,209,586)
|
$3,278,258
|
Forward foreign currency contracts
|
—
|
189,075
|
(5,793)
|
183,282
|
Swap contracts
|
116,930
|
—
|
(8,419)
|
(8,419)
|
Average Daily
Balance*
|
Weighted Average
Interest Rate*
|
Maximum Amount
Outstanding
|
$6,272,389
|
5.459%
|
$9,531,602
|
* Averages based on the number of days that the Fund had reverse repurchase agreements
outstanding.
|
ASSET DERIVATIVES1
|
|
|
Foreign
Exchange Risk
|
Forward foreign currency contracts
|
$189,075
|
LIABILITY DERIVATIVES1
|
|||
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
Forward foreign currency contracts
|
$5,793
|
—
|
$5,793
|
Centrally cleared swap contracts2
|
—
|
$8,419
|
8,419
|
Total
|
$5,793
|
$8,419
|
$14,212
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized
appreciation and for
liability derivatives is payables/net unrealized depreciation.
|
2
|
Includes cumulative unrealized appreciation (depreciation) of centrally cleared swap
contracts as reported in the
Schedule of Investments. Only net variation margin is reported within the receivables
and/or payables on the
Statement of Assets and Liabilities.
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|||
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
Swap contracts
|
—
|
$4,026
|
$4,026
|
Forward foreign currency contracts
|
$(98,062
)
|
—
|
(98,062
)
|
Total
|
$(98,062
)
|
$4,026
|
$(94,036
)
|
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|||
|
Foreign
Exchange Risk
|
Credit
Risk
|
Total
|
Swap contracts
|
—
|
$(8,419
)
|
$(8,419
)
|
Forward foreign currency contracts
|
$380,863
|
—
|
380,863
|
Total
|
$380,863
|
$(8,419
)
|
$372,444
|
|
Average Market
Value
|
Forward foreign currency contracts (to buy)
|
$718,591
|
Forward foreign currency contracts (to sell)
|
4,628,024
|
|
Average Notional
Balance
|
Credit default swap contracts (sell protection)
|
$216,923
|
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
|
Bank of America N.A.
|
$116,114
|
—
|
$116,114
|
—
|
$116,114
|
JPMorgan Chase & Co.
|
72,961
|
$(5,793)
|
67,168
|
—
|
67,168
|
Total
|
$189,075
|
$(5,793)
|
$183,282
|
—
|
$183,282
|
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.
|
Record Date
|
Payable Date
|
Amount
|
1/24/2025
|
2/3/2025
|
$0.0700
|
2/21/2025
|
3/3/2025
|
$0.0700
|
|
Affiliate
Value at
December 31, 2023
|
Purchased
|
Sold
|
||
Cost
|
Shares
|
Proceeds
|
Shares
|
||
Western Asset
Premier
Institutional
Government
Reserves, Premium
Shares
|
$2,196,036
|
$81,188,695
|
81,188,695
|
$81,165,216
|
81,165,216
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
December 31,
2024
|
Western Asset Premier
Institutional
Government Reserves,
Premium Shares
|
—
|
$112,033
|
—
|
$2,219,515
|
|
2024
|
2023
|
Distributions paid from:
|
|
|
Ordinary income
|
$9,967,104
|
$9,539,942
|
Undistributed ordinary income — net
|
$59,625
|
Deferred capital losses*
|
(26,998,678)
|
Other book/tax temporary differences(a)
|
(183,339)
|
Unrealized appreciation (depreciation)(b)
|
3,421,923
|
Total distributable earnings (loss) — net
|
$(23,700,469)
|
*
|
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 foreign currency contracts 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 other book/tax basis adjustments.
|
Independent Trustees†
|
|
Robert Abeles, Jr.
|
|
Year of birth
|
1945
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees and Chair of Audit Committee
|
Term of office and year service began1
|
Since 2013
|
Principal occupation(s) during the past five years
|
Board Member of Excellent Education Development
(since 2012); Senior Vice President Emeritus (since 2016) and
formerly, Senior Vice President, Finance and Chief Financial
Officer (2009 to 2016) at University of Southern California; and
formerly, Board Member of Great Public Schools Now (2018
to 2022)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
None
|
Jane F. Dasher
|
|
Year of birth
|
1949
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees
|
Term of office and year service began1
|
Since 1999
|
Principal occupation(s) during the past five years
|
Director (since 2022) and formerly, Chief Financial Officer, Long
Light Capital, LLC, formerly known as Korsant Partners, LLC (a
family investment company) (since 1997)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Formerly, Director, Visual Kinematics, Inc. (2018 to 2022)
|
Independent Trustees† (cont’d)
|
|
Anita L. DeFrantz
|
|
Year of birth
|
1952
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees
|
Term of office and year service began1
|
Since 1998
|
Principal occupation(s) during the past five years
|
President of Tubman Truth Corp. (since 2015); Vice President
(since 2017), Member of the Executive Board (since 2013) and
Member of the International Olympic Committee (since 1986);
and President Emeritus (since 2015) and formerly, President
(1987 to 2015) and Director (1990 to 2015) of LA84 (formerly
Amateur Athletic Foundation of Los Angeles)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
None
|
Susan B. Kerley
|
|
Year of birth
|
1951
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees and Chair of Investment and Performance
Committee
|
Term of office and year service began1
|
Since 1992
|
Principal occupation(s) during the past five years
|
Investment Consulting Partner, Strategic Management Advisors,
LLC (investment consulting) (since 1990)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Director and Trustee (since 1990) and Chairman (since 2017
and 2005 to 2012) of various series of MainStay Family of Funds
(66 funds); formerly, Chairman of the Independent Directors
Council (2012 to 2014); ICI Executive Committee (2011 to 2014);
and Investment Company Institute (ICI) Board of Governors (2006
to 2014)
|
Michael Larson
|
|
Year of birth
|
1959
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees
|
Term of office and year service began1
|
Since 2004
|
Principal occupation(s) during the past five years
|
Chief Investment Officer for William H. Gates III (since 1994)3
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Ecolab Inc. (since 2012); Fomento Economico Mexicano, SAB
(since 2011); and Republic Services, Inc. (since 2009)
|
Independent Trustees† (cont’d)
|
|
Avedick B. Poladian
|
|
Year of birth
|
1951
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees
|
Term of office and year service began1
|
Since 2007
|
Principal occupation(s) during the past five years
|
Director and Advisor (since 2017) and formerly, Executive Vice
President and Chief Operating Officer (2002 to 2016) of Lowe
Enterprises, Inc. (privately held real estate and hospitality firm);
and formerly, Partner, Arthur Andersen, LLP (1974 to 2002)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Public Storage (since 2010); Occidental Petroleum Corporation
(since 2008); and formerly, California Resources Corporation
(2014 to 2021)
|
William E.B. Siart
|
|
Year of birth
|
1946
|
Position(s) held with Fund
|
Trustee and Chair of the Board and Member of Audit, Executive
and Contracts, Investment and Performance and Governance
and Nominating Committees and Chair of Executive and
Contracts Committee
|
Term of office and year service began1
|
Since 1997
|
Principal occupation(s) during the past five years
|
Chairman of Excellent Education Development (since 2000);
formerly, Chairman of Great Public Schools Now (2015 to 2020);
Trustee of The Getty Trust (2005 to 2017); and Chairman of Walt
Disney Concert Hall, Inc. (1998 to 2006)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Trustee, University of Southern California (since 1994); and
formerly, Member of Board of United States Golf Association,
Executive Committee Member (2017 to 2021)
|
Independent Trustees† (cont’d)
|
|
Jaynie Miller Studenmund
|
|
Year of birth
|
1954
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees and Chair of Governance and Nominating
Committee
|
Term of office and year service began1
|
Since 2004
|
Principal occupation(s) during the past five years
|
Corporate Board Member and Advisor (since 2004); formerly,
Chief Operating Officer of Overture Services, Inc. (publicly traded
internet company that created search engine marketing) (2001
to 2004); President and Chief Operating Officer, PayMyBills
(internet innovator in bill presentment/payment space) (1999 to
2001); and Executive vice president for consumer and business
banking for three national financial institutions (1984 to 1997)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Director of Pacific Premier Bancorp Inc. and Pacific Premier Bank
(since 2019); Director of EXL (operations management and
analytics company) (since 2018); formerly, Director of LifeLock,
Inc. (identity theft protection company) (2015 to 2017); Director
of CoreLogic, Inc. (information, analytics and business services
company) (2012 to 2021); and Director of Pinnacle
Entertainment, Inc. (gaming and hospitality company) (2012 to
2018)
|
Peter J. Taylor
|
|
Year of birth
|
1958
|
Position(s) held with Fund
|
Trustee and Member of Audit, Executive and Contracts,
Investment and Performance and Governance and Nominating
Committees, and Coordinator of Alternative Investments
|
Term of office and year service began1
|
Since 2019
|
Principal occupation(s) during the past five years
|
Retired; formerly, President, ECMC Foundation (nonprofit
organization) (2014 to 2023); and Executive Vice President and
Chief Financial Officer for University of California system (2009
to 2014)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Director of Pacific Mutual Holding Company (since 2016);4 Ralph
M. Parson Foundation (since 2015); Edison International
(since 2011); formerly, Director of 23andMe, Inc. (genetics
and health care services company) (2021 to 2024); Member
of the Board of Trustees of California State University
system (2015 to 2022); and Kaiser Family Foundation (2012
to 2022)
|
Interested Trustee
|
|
Ronald L. Olson5
|
|
Year of birth
|
1941
|
Position(s) held with Fund
|
Trustee and Member of Investment and Performance Committee
|
Term of office and year service began1
|
Since 2005
|
Principal occupation(s) during the past five years
|
Partner of Munger, Tolles & Olson LLP (a law partnership) (since
1968)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
49
|
Other Trusteeships held by Trustee during the past five years
|
Director of Berkshire Hathaway, Inc. (since 1997); formerly,
Director of Provivi, Inc. (2017 to 2024)
|
|
|
Interested Trustee and Officer
|
|
Jane Trust, CFA6
|
|
Year of birth
|
1962
|
Position(s) held with Fund
|
Trustee and Member of Investment and Performance
Committee, President and Chief Executive Officer
|
Term of office and year service began1
|
Since 2015
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 114
funds associated with FTFA or its affiliates (since 2015);
President and Chief Executive Officer of FTFA (since 2015);
formerly, Senior Managing Director (2018 to 2020) and
Managing Director (2016 to 2018) of Legg Mason & Co., LLC
(“Legg Mason & Co.”); and Senior Vice President of FTFA (2015)
|
Number of portfolios in fund complex overseen by Trustee
(including the Fund)2
|
Trustee/Director of Franklin Templeton funds consisting of 114
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
|
Other Trusteeships held by Trustee during the past five years
|
None
|
Additional Officers
|
|
Ted P. Becker
|
|
Franklin Templeton
1 Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1951
|
Position(s) held with Fund
|
Chief Compliance Officer
|
Term of office1 and year service began7
|
Since 2007
|
Principal occupation(s) during the past five years
|
Vice President, Global Compliance of Franklin Templeton
(since 2020); Chief Compliance Officer of FTFA (since 2006);
Chief Compliance Officer of certain funds associated with Legg
Mason & Co. or its affiliates (since 2006); formerly, Director of
Global Compliance at Legg Mason (2006 to 2020); Managing
Director of Compliance of Legg Mason & Co. (2005 to 2020)
|
Additional Officers (cont’d)
|
|
Marc A. De Oliveira
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1971
|
Position(s) held with Fund
|
Secretary and Chief Legal Officer
|
Term of office1 and year service began7
|
Since 2020
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); formerly, Managing Director (2016
to 2020) and Associate General Counsel of Legg Mason & Co.
(2005 to 2020)
|
Thomas C. Mandia
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1962
|
Position(s) held with Fund
|
Senior Vice President
|
Term of office1 and year service began7
|
Since 2022
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel to Franklin Templeton
(since 2020); Senior Vice President (since 2020) and Assistant
Secretary of certain funds in the Franklin Templeton fund
complex (since 2006); Secretary of FTFA (since 2006); Secretary
of LMAS (since 2002) and LMFAM (formerly registered
investment advisers) (since 2013); formerly, Managing Director
and Deputy General Counsel of Legg Mason & Co. (2005
to 2020)
|
Christopher Berarducci
|
|
Franklin Templeton
1 Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1974
|
Position(s) held with Fund
|
Treasurer and Principal Financial Officer
|
Term of office1 and year service began7
|
Since 2019
|
Principal occupation(s) during the past five years
|
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and Principal
Financial Officer (since 2019) of certain funds associated with
Legg Mason & Co. or its affiliates; formerly, Managing
Director (2020), Director (2015 to 2020), and Vice President (2011
to 2015) of Legg Mason & Co.
|
Additional Officers (cont’d)
|
|
Jeanne M. Kelly
|
|
Franklin Templeton
1 Madison Avenue, 17th Floor, New York, NY 10010
|
|
Year of birth
|
1951
|
Position(s) held with Fund
|
Senior Vice President
|
Term of office1 and year service began7
|
Since 2007
|
Principal occupation(s) during the past five years
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020);
Senior Vice President of certain funds associated with Legg
Mason & Co. or its affiliates (since 2007); Senior Vice President
of FTFA (since 2006); President and Chief Executive Officer of
LMAS and LMFAM (since 2015); formerly, Managing Director of
Legg Mason & Co. (2005 to 2020); and Senior Vice President of
LMFAM (2013 to 2015)
|
|
Pursuant to:
|
Amount Reported
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$4,540,322
|
Qualified Business Income Dividends Earned
|
§199A
|
$10,429
|
Section 163(j) Interest Earned
|
§163(j)
|
$12,387,074
|
Interest Earned from Federal Obligations
|
Note (1)
|
$223,524
|
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 Trustees of the registrant has determined that Mr. Robert Abeles, Jr., possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial expert,” and have designated Mr. Abeles as the Audit Committee’s financial expert. Mr. Abeles is an “independent” Director pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.
Item 4. | Principal Accountant Fees and Services. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2023 and December 31, 2024 (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 $66,192 in December 31, 2023 and $70,164 in December 31, 2024.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in December 31, 2023 and $0 in December 31, 2024.
(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 $10,000 in December 31, 2023 and $10,000 in December 31, 2024. 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 Premier Bond Fund were $0 in December 31, 2023 and $0 in December 31, 2024.
All Other Fees. There were no other non-audit services rendered by the Auditor to Franklin Templeton Fund Adviser, LLC (“FTFA”), and any entity controlling, controlled by or under common control with FTFA that provided ongoing services to Western Asset Premier Bond Fund 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 FTFA 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) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Premier Bond Fund, FTFA and any entity controlling, controlled by, or under common control with FTFA that provides ongoing services to Western Asset Premier Bond Fund during the reporting period were $342,635 in December 31, 2023 and $334,889 in December 31, 2024.
(h) Yes. Western Asset Premier Bond Fund’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 Premier Bond Fund or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
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 Abeles, Jr
Jane F. Dasher
Anita L. DeFrantz
Susan B. Kerley
Michael Larson
Avedick B. Poladian
William E.B. Siart
Jaynie M. Studenmund
Peter J. Taylor
b) Not applicable
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
NOTE
The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC (“Western Asset” or the “Firm”) and all Western Asset affiliates, including Western Asset Management Company Limited (“Western Asset Limited”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
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 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, for instance, when fixed income securities are converted into equity by their terms or in connection with a bankruptcy or corporate workout. 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 Rule 206(4)-6 under the 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 Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURES
Responsibility and Oversight
The Legal & Compliance Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions team of the Investment Operations Group (“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 Portfolio Compliance Group 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 Portfolio Compliance Group for coordination and the following actions:
Proxies are reviewed to determine accounts impacted.
Impacted accounts are checked to confirm Western Asset voting authority.
Where appropriate, the Regulatory Affairs Group reviews the issues presented 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.
The Portfolio Compliance Group 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 Portfolio Compliance Group.
Portfolio Compliance Group 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’s Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
• | A copy of Western Asset’s proxy voting policies and procedures. |
Copies of proxy statements received with respect to securities in client accounts.
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:
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; |
8. | Whether the vote was cast for or against the recommendation of the issuer’s management team; |
9. | Funds are required to categorize their votes so that investors can focus on the topics they find important. Categories include, for example, votes related to director elections, extraordinary transactions, say-on-pay, shareholder rights and defenses, and the environment or climate, among others; and |
10. | Funds are required to disclose the number of shares voted or instructed to be cast, as well as the number of shares loaned but not recalled and, therefore, not voted by the fund. |
Records are maintained in an easily accessible place for a period of not less than five (5) years with the first two (2) years in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies and procedures are described in the Firm’s Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of Interest
All proxies that potentially present conflicts of interest are reviewed by the Regulatory Affairs Group for a materiality assessment. Issues to be reviewed include, but are not limited to:
1. | Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; |
2. | Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
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 are based on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a 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:
• | 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. |
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. | |
7. | Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business. What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle.
II. | Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a 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:
1. | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
2. | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
3. | Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
III. | Voting Shares of Investment Companies |
Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
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. |
V. | Environmental, Social and Governance (“ESG”) Matters |
Western Asset incorporates ESG considerations, among other relevant risks, as part of the overall process where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as “material” can vary, so votes are cast on a case-by-case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case-by-case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
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 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 Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor’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.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
NAME AND ADDRESS | LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101
|
Since 2010 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset (Since 2024); Co-Chief Investment Officer of Western Asset (2023-2024); employed by Western Asset Management as an investment professional for at least the past five years |
Ryan Brist Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2024 |
Co-portfolio manager of the fund; 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 of Logan Circle Partners 2007-2009);Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors (2000-2007) |
Christopher F. Kilpatrick Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2012 |
Co-portfolio manager of the fund; 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.
|
Blanton Keh Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2024 |
Co-portfolio manager of the fund; Responsible for the day-to-day management with other members of the Fund’s portfolio management team; he has been employed by Western Asset as an investment professional for at least the past five years. |
(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 December 31, 2024.
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 |
Michael Buchanan‡ | Other Registered Investment Companies | 68 | $85.40 billion | None | None |
Other Pooled Vehicles | 236 | $49.05 billion | 17 | $2.12 billion | |
Other Accounts | 444 | $126.34 billion | 16 | $9.63 billion | |
Christopher Kilpatrick‡ | Other Registered Investment Companies | 8 | $2.95 billion | None | None |
Other Pooled Vehicles | 6 | $463 million | 3 | $322 million | |
Other Accounts | None | None | None | None | |
Ryan Brist‡ | Other Registered Investment Companies | 27 | $11.80 billion | None | None |
Other Pooled Vehicles | 20 | $12.91 billion | None | None | |
Other Accounts | 125 | $49.19 billion | 5 | $1.36 billion | |
Blanton Keh‡ | Other Registered Investment Companies | 5 | $1.15 billion | None | None |
Other Pooled Vehicles | 11 | $8.11 billion | None | None | |
Other Accounts | 103 | $40.13 billion | 5 | $1.36 billion |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). 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): As of December 31, 2024:
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
(a)(4): Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of December 31, 2024.
Investment Professional(s) |
Dollar Range of | |
Michael C. Buchanan | A | |
Christopher Kilpatrick | A | |
Ryan Brist | A | |
Blanton Keh | 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 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 16. | 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 period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Western Asset Premier Bond Fund
By: | /s/ Jane Trust |
|
Jane Trust | ||
Chief Executive Officer | ||
Date: | February 26, 2025 |
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: | February 26, 2025 | |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | February 26, 2025 |
Code of Ethics for Principal Executives & Senior Financial Officers
Procedures | Revised [September 27, 2024] |
FRANKLIN TEMPLETON AFFILIATED FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVES AND
SENIOR FINANCIAL OFFICERS
I. | Covered Officers and Purpose of the Code |
This code of ethics (the “Code”) applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the “Covered Officers”) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission (“SEC”) (collectively, “FT Funds”) for the purpose of promoting:
• | Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professional relationships; |
• | Full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FT Funds; |
• | Compliance with applicable laws and governmental rules and regulations; |
• | The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
• | Accountability for adherence to the Code. |
Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.
* Rule 38a-1 under the Investment Company Act of 1940 (“1940 Act”) and Rule 206(4)-7 under the Investment Advisers Act of 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies and Procedures”).
II. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.
Franklin Resources, Inc. has separately adopted the Code of Ethics and Business Conduct (“Business Conduct”), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee’s business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employee policies.
Additionally, the Franklin Templeton Funds have separately adopted the FTI Personal Investments and Insider Trading Policy governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code.
Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies to you.
III. | Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest |
Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of a position with the FT Funds.
Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as “affiliated persons” of the FT Funds. The FT Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or for all three), be involved in establishing policies and implementing decisions that will have different effects on the
2 |
adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds.
Each Covered Officer must:
• | Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the FT Funds whereby the Covered Officer would benefit personally to the detriment of the FT Funds; |
• | Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the FT Funds; |
• | Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in good faith; |
• | Report at least annually the following affiliations or other relationships:1 |
• | all directorships for public companies and all companies that are required to file reports with the SEC; |
• | any direct or indirect business relationship with any independent directors of the FT Funds; |
• | any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to the firm’s service as the Covered Persons accountant); and |
• | any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of Franklin Resources). |
These reports will be reviewed by the Legal Department for compliance with the Code.
There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include2:
• | Service as a director on the board of any public or private Company. | |
• | The receipt of any gifts in excess of $100 from any person, from any corporation or association. |
1 Reporting of these affiliations or other relationships shall be made by completing the annual Directors and Officers Questionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy General Counsel.
2 Any activity or relationship that would present a conflict for a Covered Officer may also present a conflict for the Covered Officer if a member of the Covered Officer’s immediate family engages in such an activity or has such a relationship. The Covered Person should also obtain written approval by FT’s General Counsel in such situations.
3 |
• | The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of $1000. | |
• | Any ownership interest in, or any consulting or employment relationship with, any of the FT Fund’s service providers, other than an investment adviser, principal underwriter, administrator or any affiliated person thereof. | |
• | A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership. | |
• | Franklin Resources General Counsel or Deputy General Counsel, or the Chief Compliance Officer, will provide a report to the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting. |
IV. | Disclosure and Compliance |
• | Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the FT Funds; | |
• | Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds’ directors and auditors, and to governmental regulators and self-regulatory organizations; | |
• | Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund’s adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds; and | |
• | It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. |
V. | Reporting and Accountability |
Each Covered Officer must:
• | Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see Exhibit A); | |
• | Annually thereafter affirm to the Board that he has complied with the requirements of the Code; and | |
• | Notify Franklin Resources’ General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation of this Code. |
4 |
Franklin Resources’ General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation.3 However, the Independent Directors of the respective FT Funds will consider any approvals or waivers4 sought by any Chief Executive Officers of the Funds.
The FT Funds will follow these procedures in investigating and enforcing this Code:
• | Franklin Resources General Counsel or Deputy General Counsel will take all appropriate action to investigate any potential violations reported to the Legal Department; | |
• | If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take any further action; | |
• | Any matter that the General Counsel or Deputy General Counsel believes is a violation will be reported to the Independent Directors of the appropriate FT Fund; | |
• | If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; | |
• | The Independent Directors will be responsible for granting waivers, as appropriate; and | |
• | Any changes to or waivers of this Code will, to the extent required, are disclosed as provided by SEC rules.5 |
VI. | Other Policies and Procedures |
This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds’ advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FTI Personal Investments and Insider Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT’s Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of this Code.
VII. | Amendments |
Any amendments to this Code must be approved or ratified by a majority vote of the FT Funds’ Board including a majority of independent directors.
3 Franklin Resources General Counsel and Deputy General Counsel are authorized to consult, as appropriate, with members of the Audit Committee, counsel to the FT Funds and counsel to the Independent Directors, and are encouraged to do so.
4 Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant. See Part X.
5 See Part X.
5 |
VIII. | Confidentiality |
All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds’ Board and their counsel.
IX. | Internal Use |
The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion.
X. | Disclosure on Form N-CSR |
Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so.
The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention.
The Legal Department shall be responsible for ensuring that:
• | a copy of the Code is filed with the SEC as an exhibit to each Fund’s annual report; and | |
• | any amendments to, or waivers (including implicit waivers) from, a provision of the Code is disclosed in the registrant’s annual report on Form N-CSR. |
In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR.
In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences.
6 |
Exhibit A
ACKNOWLEDGMENT FORM
Franklin Templeton Funds Code of Ethics
For Principal Executives and Senior Financial Officers
Instructions:
1. | Complete all sections of this form. |
2. | Print the completed form, sign, and date. |
3. | Submit completed form to FT’s General Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered Officer and by February 15th of each subsequent year. |
E-mail: | Code of Ethics Inquiries & Requests (internal address); lpreclear@franklintempleton.com (external address) |
Covered Officer’s Name: | |
Title: | |
Department: | |
Location: | |
Certification for Year Ending: |
To: Franklin Resources General Counsel, Legal Department
I acknowledge receiving, reading and understanding the Franklin Templeton Fund’s Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Code”). I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary action, including termination of employment.
|
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Signature | Date signed |
7 |
CERTIFICATIONS PURSUANT TO SECTION 302
EX-99.CERT
CERTIFICATIONS
I, Jane Trust, certify that:
1. | I have reviewed this report on Form N-CSR of Western Asset Premier Bond Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | February 26, 2025 | /s/ Jane Trust | |
Jane Trust | |||
Chief Executive Officer |
CERTIFICATIONS
I, Christopher Berarducci, certify that:
1. | I have reviewed this report on Form N-CSR of Western Asset Premier Bond Fund; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | February 26, 2025 | /s/ Christopher Berarducci | |
Christopher Berarducci | |||
Principal Financial Officer |
CERTIFICATIONS PURSUANT TO SECTION 906
EX-99.906CERT
CERTIFICATION
Jane Trust, Chief Executive Officer, and Christopher Berarducci, Principal Financial Officer of Western Asset Premier Bond Fund (the “Registrant”), each certify to the best of their knowledge that:
1. The Registrant’s periodic report on Form N-CSR for the period ended December 31, 2024 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
Chief Executive Officer | Principal Financial Officer | |
Western Asset Premier Bond Fund | Western Asset Premier Bond Fund |
/s/ Jane Trust | /s/ Christopher Berarducci | |
Jane Trust | Christopher Berarducci | |
Date: February 26, 2025 | Date: February 26, 2025 |
This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.