UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-10603
(Exact name of registrant as specified in charter)
One Madison Avenue, 17th Floor, New York, NY 10010
(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:
| ITEM 1. | REPORT TO STOCKHOLDERS |
(a) The Report to Shareholders is filed herewith


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III
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6
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7
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9
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31
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32
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33
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34
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35
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36
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52
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53
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60
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61
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62
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77
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79
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|
Performance
Snapshot as of December 31, 2025
| |
|
Price
Per Share |
12-Month
Total
Return** |
|
$11.49
(NAV) |
10.89
%†
|
|
$11.03
(Market Price) |
10.52
%‡
|
|
Net
Asset Value | |
|
Average
annual total returns1
|
|
|
Twelve
Months Ended 12/31/25 |
10.89
% |
|
Five
Years Ended 12/31/25 |
1.70
|
|
Ten
Years Ended 12/31/25 |
5.31
|
|
Cumulative
total returns1
|
|
|
12/31/15
through 12/31/25 |
67.84
% |
|
Market
Price | |
|
Average
annual total returns2
|
|
|
Twelve
Months Ended 12/31/25 |
10.52
% |
|
Five
Years Ended 12/31/25 |
2.13
|
|
Ten
Years Ended 12/31/25 |
5.96
|
|
Cumulative
total returns2
|
|
|
12/31/15
through 12/31/25 |
78.33
% |
|
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 — 122.9% | |||||
|
Communication
Services — 16.6% | |||||
|
Diversified
Telecommunication Services — 4.9% | |||||
|
Altice
Financing SA, Senior Secured Notes |
5.000%
|
1/15/28
|
690,000
|
$483,731
(a)
| |
|
Altice
France Lux 3/Altice Holdings 1, Senior
Notes
|
10.000%
|
1/15/33
|
164,000
|
150,614
(a)
| |
|
Altice
France SA, Senior Secured Notes |
9.500%
|
11/1/29
|
830,000
|
857,473
(a)
| |
|
Altice
France SA, Senior Secured Notes |
6.875%
|
7/15/32
|
238,731
|
229,086
(a)
| |
|
British
Telecommunications PLC, Senior Notes |
5.125%
|
12/4/28
|
500,000
|
513,202
| |
|
British
Telecommunications PLC, Senior Notes |
3.250%
|
11/8/29
|
500,000
|
481,239
(a)(b)
| |
|
Level
3 Financing Inc., Senior Notes |
8.500%
|
1/15/36
|
400,000
|
410,135
(a)
| |
|
Level
3 Financing Inc., Senior Secured Notes |
6.875%
|
6/30/33
|
220,000
|
225,302
(a)
| |
|
Orange
SA, Senior Notes |
9.000%
|
3/1/31
|
600,000
|
722,374
(b)
| |
|
Verizon
Communications Inc., Senior Notes |
3.875%
|
2/8/29
|
1,670,000
|
1,664,441
(b)
| |
|
Verizon
Communications Inc., Senior Notes |
2.355%
|
3/15/32
|
500,000
|
440,770
(b)
| |
|
WULF
Compute LLC, Senior Secured Notes |
7.750%
|
10/15/30
|
500,000
|
515,504
(a)
| |
|
Total
Diversified Telecommunication Services |
6,693,871
| ||||
|
Entertainment
— 2.4% | |||||
|
Flutter
Treasury DAC, Senior Secured Notes |
5.875%
|
6/4/31
|
980,000
|
994,156
(a)(b)
| |
|
Netflix
Inc., Senior Notes |
6.375%
|
5/15/29
|
310,000
|
331,840
| |
|
Walt
Disney Co., Senior Notes |
2.650%
|
1/13/31
|
1,280,000
|
1,197,759
(b)
| |
|
Warnermedia
Holdings Inc., Senior Notes |
5.050%
|
3/15/42
|
1,160,000
|
819,250
(b)
| |
|
Total
Entertainment |
3,343,005
| ||||
|
Media
— 7.0% | |||||
|
AMC
Networks Inc., Senior Secured Notes |
10.250%
|
1/15/29
|
270,000
|
283,309
(a)
| |
|
Charter
Communications Operating LLC/
Charter
Communications Operating Capital
Corp.,
Senior Secured Notes |
6.550%
|
6/1/34
|
310,000
|
326,160
| |
|
Charter
Communications Operating LLC/
Charter
Communications Operating Capital
Corp.,
Senior Secured Notes |
6.484%
|
10/23/45
|
880,000
|
828,413
(b)
| |
|
Clear
Channel Outdoor Holdings Inc., Senior
Secured
Notes |
7.125%
|
2/15/31
|
430,000
|
451,796
(a)
| |
|
Comcast
Corp., Senior Notes |
7.050%
|
3/15/33
|
1,000,000
|
1,142,859
(b)
| |
|
Comcast
Corp., Senior Notes |
4.200%
|
8/15/34
|
920,000
|
879,637
(b)
| |
|
DirecTV
Financing LLC, Senior Secured Notes |
8.875%
|
2/1/30
|
400,000
|
405,218
(a)
| |
|
EchoStar
Corp., Senior Secured Notes |
10.750%
|
11/30/29
|
1,231,800
|
1,363,087
(b)
| |
|
Fox
Corp., Senior Notes |
3.500%
|
4/8/30
|
500,000
|
486,060
| |
|
Getty
Images Inc., Senior Secured Notes |
11.250%
|
2/21/30
|
60,000
|
56,313
(a)
| |
|
Getty
Images Inc., Senior Secured Notes |
10.500%
|
11/15/30
|
320,000
|
322,887
(a)
| |
|
Gray
Media Inc., Secured Notes |
9.625%
|
7/15/32
|
640,000
|
664,655
(a)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Media
— continued | |||||
|
Gray
Media Inc., Senior Secured Notes |
7.250%
|
8/15/33
|
360,000
|
$368,074
(a)
| |
|
Grupo
Televisa SAB, Senior Notes |
5.000%
|
5/13/45
|
550,000
|
364,401
| |
|
Time
Warner Cable LLC, Senior Secured Notes |
5.875%
|
11/15/40
|
720,000
|
666,868
(b)
| |
|
Univision
Communications Inc., Senior Secured
Notes
|
9.375%
|
8/1/32
|
280,000
|
301,148
(a)
| |
|
Versant
Media Group Inc., Senior Secured
Notes
|
7.250%
|
1/30/31
|
300,000
|
309,676
(a)
| |
|
VZ
Secured Financing BV, Senior Secured
Notes
|
7.500%
|
1/15/33
|
280,000
|
283,936
(a)
| |
|
Total
Media |
9,504,497
| ||||
|
Wireless
Telecommunication Services — 2.3% | |||||
|
CSC
Holdings LLC, Senior Notes |
11.750%
|
1/31/29
|
550,000
|
408,965
(a)
| |
|
CSC
Holdings LLC, Senior Notes |
3.375%
|
2/15/31
|
200,000
|
121,279
(a)
| |
|
CSC
Holdings LLC, Senior Notes |
4.500%
|
11/15/31
|
740,000
|
453,132
(a)(b)
| |
|
Sprint
Capital Corp., Senior Notes |
6.875%
|
11/15/28
|
420,000
|
450,860
(b)
| |
|
Sprint
Capital Corp., Senior Notes |
8.750%
|
3/15/32
|
30,000
|
36,300
(b)
| |
|
T-Mobile
USA Inc., Senior Notes |
3.500%
|
4/15/31
|
1,140,000
|
1,090,318
(b)
| |
|
Vmed
O2 UK Financing I PLC, Senior Secured
Notes
|
4.500%
|
7/15/31
|
500,000
GBP
|
600,479
(a)
| |
|
Total
Wireless Telecommunication Services |
3,161,333
| ||||
|
| |||||
|
Total
Communication Services |
22,702,706
| ||||
|
Consumer
Discretionary — 14.4% | |||||
|
Automobile
Components — 1.6% | |||||
|
American
Axle & Manufacturing Inc., Senior
Notes
|
7.750%
|
10/15/33
|
550,000
|
560,526
(a)
| |
|
Clarios
Global LP/Clarios US Finance Co.,
Senior
Secured Notes |
6.750%
|
2/15/30
|
390,000
|
408,159
(a)
| |
|
JB
Poindexter & Co. Inc., Senior Notes |
8.750%
|
12/15/31
|
350,000
|
367,054
(a)
| |
|
ZF
North America Capital Inc., Senior Notes |
7.500%
|
3/24/31
|
510,000
|
515,846
(a)
| |
|
ZF
North America Capital Inc., Senior Notes |
6.875%
|
4/23/32
|
290,000
|
283,817
(a)
| |
|
Total
Automobile Components |
2,135,402
| ||||
|
Automobiles
— 3.1% | |||||
|
Ford
Motor Co., Senior Notes |
3.250%
|
2/12/32
|
550,000
|
484,877
(b)
| |
|
General
Motors Co., Senior Notes |
4.200%
|
10/1/27
|
750,000
|
751,556
(b)
| |
|
General
Motors Co., Senior Notes |
6.600%
|
4/1/36
|
140,000
|
152,516
(b)
| |
|
Mercedes-Benz
Finance North America LLC,
Senior
Notes |
8.500%
|
1/18/31
|
1,000,000
|
1,185,806
(b)
| |
|
PM
General Purchaser LLC, Senior Secured
Notes
|
9.500%
|
10/1/28
|
1,850,000
|
1,600,250
(a)(b)
| |
|
Total
Automobiles |
4,175,005
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Broadline
Retail — 2.2% | |||||
|
Amazon.com
Inc., Senior Notes |
2.100%
|
5/12/31
|
350,000
|
$316,369
| |
|
Marks
& Spencer PLC, Senior Notes |
7.125%
|
12/1/37
|
1,050,000
|
1,155,691
(a)(b)
| |
|
MercadoLibre
Inc., Senior Notes |
3.125%
|
1/14/31
|
1,400,000
|
1,296,982
(b)
| |
|
Prosus
NV, Senior Notes |
4.193%
|
1/19/32
|
300,000
|
287,287
(c)
| |
|
Total
Broadline Retail |
3,056,329
| ||||
|
Hotels,
Restaurants & Leisure — 6.2% | |||||
|
Brightstar
Lottery PLC/Brightstar Global
Solutions
Corp., Senior Secured Notes |
5.750%
|
1/15/33
|
630,000
|
625,782
(a)
| |
|
Carnival
Corp., Senior Notes |
6.125%
|
2/15/33
|
390,000
|
402,915
(a)
| |
|
Carnival
PLC, Senior Notes |
1.000%
|
10/28/29
|
1,210,000
EUR
|
1,326,406
| |
|
Full
House Resorts Inc., Senior Secured Notes |
8.250%
|
2/15/28
|
990,000
|
863,775
(a)(b)
| |
|
Las
Vegas Sands Corp., Senior Notes |
5.625%
|
6/15/28
|
60,000
|
61,530
| |
|
Las
Vegas Sands Corp., Senior Notes |
3.900%
|
8/8/29
|
1,310,000
|
1,279,855
(b)
| |
|
Las
Vegas Sands Corp., Senior Notes |
6.000%
|
6/14/30
|
690,000
|
724,053
| |
|
Marston’s
Issuer PLC, Secured Notes (SONIA +
2.669%)
|
6.613%
|
7/16/35
|
540,000
GBP
|
679,670
(c)(d)
| |
|
Melco
Resorts Finance Ltd., Senior Notes |
6.500%
|
9/24/33
|
490,000
|
491,696
(a)
| |
|
NCL
Corp. Ltd., Senior Notes |
7.750%
|
2/15/29
|
130,000
|
138,467
(a)
| |
|
NCL
Finance Ltd., Senior Notes |
6.125%
|
3/15/28
|
560,000
|
577,733
(a)(b)
| |
|
Sands
China Ltd., Senior Notes |
3.250%
|
8/8/31
|
1,340,000
|
1,239,623
| |
|
Total
Hotels, Restaurants & Leisure |
8,411,505
| ||||
|
Household
Durables — 0.5% | |||||
|
Dream
Finders Homes Inc., Senior Notes |
6.875%
|
9/15/30
|
210,000
|
211,327
(a)
| |
|
Lennar
Corp., Senior Notes |
5.000%
|
6/15/27
|
430,000
|
433,546
| |
|
Total
Household Durables |
644,873
| ||||
|
Specialty
Retail — 0.8% | |||||
|
Global
Auto Holdings Ltd./AAG FH UK Ltd.,
Senior
Notes |
11.500%
|
8/15/29
|
740,000
|
778,039
(a)(b)
| |
|
Global
Auto Holdings Ltd./AAG FH UK Ltd.,
Senior
Notes |
8.750%
|
1/15/32
|
200,000
|
192,198
(a)
| |
|
Michaels
Cos. Inc., Senior Secured Notes |
5.250%
|
5/1/28
|
190,000
|
182,877
(a)
| |
|
Total
Specialty Retail |
1,153,114
| ||||
|
| |||||
|
Total
Consumer Discretionary |
19,576,228
| ||||
|
Consumer
Staples — 4.9% | |||||
|
Beverages
— 1.1% | |||||
|
Anheuser-Busch
Cos. LLC/Anheuser-Busch
InBev
Worldwide Inc., Senior Notes |
4.700%
|
2/1/36
|
1,540,000
|
1,524,967
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Food
Products — 1.2% | |||||
|
JBS
USA Holding Lux Sarl/JBS USA Food Co./
JBS
Lux Co. Sarl, Senior Notes |
3.750%
|
12/1/31
|
500,000
|
$475,834
(b)
| |
|
JBS
USA LUX Sarl/JBS USA Food Co./JBS
USA
Foods Group, Senior Notes |
5.950%
|
4/20/35
|
250,000
|
263,122
(a)
| |
|
JBS
USA LUX Sarl/JBS USA Food Co./JBS
USA
Foods Group, Senior Notes |
6.375%
|
2/25/55
|
620,000
|
632,583
(a)
| |
|
Kraft
Heinz Foods Co., Senior Notes |
5.500%
|
6/1/50
|
340,000
|
318,816
(b)
| |
|
Total
Food Products |
1,690,355
| ||||
|
Tobacco
— 2.6% | |||||
|
Altria
Group Inc., Senior Notes |
2.450%
|
2/4/32
|
1,000,000
|
885,285
(b)
| |
|
Altria
Group Inc., Senior Notes |
5.625%
|
2/6/35
|
260,000
|
270,474
| |
|
Altria
Group Inc., Senior Notes |
3.400%
|
2/4/41
|
1,000,000
|
773,904
(b)
| |
|
BAT
Capital Corp., Senior Notes |
5.625%
|
8/15/35
|
320,000
|
333,504
| |
|
BAT
Capital Corp., Senior Notes |
7.079%
|
8/2/43
|
550,000
|
620,300
| |
|
Reynolds
American Inc., Senior Notes |
5.850%
|
8/15/45
|
610,000
|
602,177
(b)
| |
|
Total
Tobacco |
3,485,644
| ||||
|
| |||||
|
Total
Consumer Staples |
6,700,966
| ||||
|
Energy
— 23.0% | |||||
|
Energy
Equipment & Services — 1.4% | |||||
|
Halliburton
Co., Senior Notes |
4.850%
|
11/15/35
|
750,000
|
740,437
(b)
| |
|
Nabors
Industries Inc., Senior Notes |
8.875%
|
8/15/31
|
580,000
|
563,051
(a)
| |
|
Noble
Finance II LLC, Senior Notes |
8.000%
|
4/15/30
|
280,000
|
291,078
(a)
| |
|
WBI
Operating LLC, Senior Notes |
6.500%
|
10/15/33
|
310,000
|
308,992
(a)
| |
|
Total
Energy Equipment & Services |
1,903,558
| ||||
|
Oil,
Gas & Consumable Fuels — 21.6% | |||||
|
Cheniere
Energy Partners LP, Senior Notes |
4.000%
|
3/1/31
|
500,000
|
487,034
| |
|
Chord
Energy Corp., Senior Notes |
6.000%
|
10/1/30
|
230,000
|
233,696
(a)
| |
|
Chord
Energy Corp., Senior Notes |
6.750%
|
3/15/33
|
270,000
|
279,390
(a)
| |
|
Continental
Resources Inc., Senior Notes |
4.375%
|
1/15/28
|
210,000
|
209,758
| |
|
Continental
Resources Inc., Senior Notes |
4.900%
|
6/1/44
|
250,000
|
199,253
| |
|
Crescent
Energy Finance LLC, Senior Notes |
7.375%
|
1/15/33
|
410,000
|
389,341
(a)
| |
|
Crescent
Energy Finance LLC, Senior Notes |
8.375%
|
1/15/34
|
130,000
|
129,214
(a)
| |
|
Devon
Energy Corp., Senior Notes |
5.600%
|
7/15/41
|
600,000
|
581,125
(b)
| |
|
Diamondback
Energy Inc., Senior Notes |
3.500%
|
12/1/29
|
400,000
|
388,250
| |
|
Ecopetrol
SA, Senior Notes |
5.875%
|
5/28/45
|
390,000
|
290,493
| |
|
Ecopetrol
SA, Senior Notes |
5.875%
|
11/2/51
|
2,400,000
|
1,733,077
| |
|
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
|
549,725
(d)(e)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Oil,
Gas & Consumable Fuels — continued | |||||
|
Granite
Ridge Resources Inc., Senior Notes |
8.875%
|
11/5/29
|
1,200,000
|
$1,157,250
(a)
| |
|
Hess
Midstream Operations LP, Senior Notes |
4.250%
|
2/15/30
|
720,000
|
706,691
(a)
| |
|
Howard
Midstream Energy Partners LLC,
Senior
Notes |
6.625%
|
1/15/34
|
460,000
|
472,790
(a)
| |
|
KazMunayGas
National Co. JSC, Senior Notes |
3.500%
|
4/14/33
|
1,120,000
|
1,012,490
(a)
| |
|
Kinder
Morgan Inc., Senior Notes |
7.750%
|
1/15/32
|
190,000
|
220,716
| |
|
Kinder
Morgan Inc., Senior Notes |
5.550%
|
6/1/45
|
1,500,000
|
1,453,074
(b)
| |
|
New
Generation Gas Gathering LLC, Senior
Secured
Notes (3 mo. Term SOFR + 5.750%) |
9.639%
|
9/30/29
|
302,702
|
314,811
(a)(d)(f)(g)
| |
|
NGPL
PipeCo LLC, Senior Notes |
7.768%
|
12/15/37
|
490,000
|
570,530
(a)(b)
| |
|
Northern
Oil & Gas Inc., Senior Notes |
7.875%
|
10/15/33
|
310,000
|
302,028
(a)
| |
|
Occidental
Petroleum Corp., Senior Notes |
6.200%
|
3/15/40
|
250,000
|
255,027
| |
|
ONEOK
Inc., Senior Notes |
5.550%
|
11/1/26
|
500,000
|
505,569
(b)
| |
|
Permian
Resources Operating LLC, Senior
Notes
|
6.250%
|
2/1/33
|
1,980,000
|
2,031,997
(a)(b)
| |
|
Petrobras
Global Finance BV, Senior Notes |
6.750%
|
1/27/41
|
920,000
|
925,794
(b)
| |
|
Petroleos
del Peru SA, Senior Notes |
4.750%
|
6/19/32
|
670,000
|
494,577
(a)
| |
|
Petroleos
Mexicanos, Senior Notes |
5.500%
|
6/27/44
|
360,000
|
271,688
| |
|
QazaqGaz
National Co. JSC, Senior Notes |
4.375%
|
9/26/27
|
650,000
|
648,463
(c)
| |
|
Range
Resources Corp., Senior Notes |
8.250%
|
1/15/29
|
300,000
|
306,132
| |
|
Rockies
Express Pipeline LLC, Senior Notes |
7.500%
|
7/15/38
|
280,000
|
306,667
(a)
| |
|
Sabine
Pass Liquefaction LLC, Senior Secured
Notes
|
5.000%
|
3/15/27
|
1,850,000
|
1,862,894
(b)
| |
|
Southern
Natural Gas Co. LLC, Senior Notes |
4.800%
|
3/15/47
|
800,000
|
705,751
(a)(b)
| |
|
Sunoco
LP, Junior Subordinated Notes (7.875%
to
9/18/30 then 5 year Treasury Constant
Maturity
Rate + 4.230%) |
7.875%
|
9/18/30
|
512,000
|
526,356
(a)(d)(e)
| |
|
Sunoco
LP, Senior Notes |
5.625%
|
3/15/31
|
500,000
|
503,923
(a)
| |
|
Targa
Resources Partners LP/Targa Resources
Partners
Finance Corp., Senior Notes |
6.875%
|
1/15/29
|
20,000
|
20,239
| |
|
Tengizchevroil
Finance Co. International Ltd.,
Senior
Secured Notes |
3.250%
|
8/15/30
|
350,000
|
325,115
(a)
| |
|
Tengizchevroil
Finance Co. International Ltd.,
Senior
Secured Notes |
3.250%
|
8/15/30
|
700,000
|
650,229
(c)
| |
|
Transportadora
de Gas del Peru SA, Senior
Notes
|
4.250%
|
4/30/28
|
450,000
|
449,641
(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
|
1,650,000
|
1,304,260
(a)(b)(d)(e)
| |
|
Venture
Global LNG Inc., Senior Secured Notes |
9.875%
|
2/1/32
|
380,000
|
392,805
(a)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Oil,
Gas & Consumable Fuels — continued | |||||
|
Venture
Global Plaquemines LNG LLC, Senior
Secured
Notes |
6.500%
|
6/15/34
|
400,000
|
$408,911
(a)
| |
|
Venture
Global Plaquemines LNG LLC, Senior
Secured
Notes |
7.750%
|
5/1/35
|
340,000
|
372,466
(a)
| |
|
Venture
Global Plaquemines LNG LLC, Senior
Secured
Notes |
6.750%
|
1/15/36
|
220,000
|
225,447
(a)
| |
|
Viper
Energy Partners LLC, Senior Notes |
5.700%
|
8/1/35
|
720,000
|
735,228
| |
|
Western
Midstream Operating LP, Senior
Notes
|
4.050%
|
2/1/30
|
1,100,000
|
1,078,139
(b)
| |
|
Western
Midstream Operating LP, Senior
Notes
|
5.300%
|
3/1/48
|
490,000
|
422,856
(b)
| |
|
Western
Midstream Operating LP, Senior
Notes
|
5.250%
|
2/1/50
|
1,680,000
|
1,439,241
(h)
| |
|
Williams
Cos. Inc., Senior Notes |
7.500%
|
1/15/31
|
443,000
|
503,140
(b)
| |
|
Williams
Cos. Inc., Senior Notes |
8.750%
|
3/15/32
|
39,000
|
47,373
| |
|
Total
Oil, Gas & Consumable Fuels |
29,400,664
| ||||
|
| |||||
|
Total
Energy |
31,304,222
| ||||
|
Financials
— 26.6% | |||||
|
Banks
— 11.7% | |||||
|
Banco
de Chile, Senior Notes |
2.990%
|
12/9/31
|
400,000
|
365,170
(a)
| |
|
Banco
de Credito e Inversiones SA, Senior
Notes
|
2.875%
|
10/14/31
|
400,000
|
367,352
(a)
| |
|
Bank
of America Corp., Subordinated Notes |
4.250%
|
10/22/26
|
1,500,000
|
1,503,751
(b)
| |
|
Bank
of America Corp., Subordinated Notes
(5.518%
to 10/25/34 then SOFR + 1.738%) |
5.518%
|
10/25/35
|
450,000
|
461,114
(d)
| |
|
Bank
of Nova Scotia, Senior Notes |
2.450%
|
2/2/32
|
600,000
|
536,779
(b)
| |
|
Barclays
PLC, Subordinated Notes |
5.200%
|
5/12/26
|
1,000,000
|
1,004,415
(b)
| |
|
Citigroup
Inc., Junior Subordinated Notes
(6.625%
to 2/15/31 then 5 year Treasury
Constant
Maturity Rate + 3.001%) |
6.625%
|
2/15/31
|
240,000
|
244,004
(d)(e)
| |
|
Citigroup
Inc., Junior Subordinated Notes
(6.875%
to 8/15/30 then 5 year Treasury
Constant
Maturity Rate + 2.890%) |
6.875%
|
8/15/30
|
180,000
|
187,155
(d)(e)
| |
|
Citigroup
Inc., Subordinated Notes |
4.125%
|
7/25/28
|
800,000
|
800,426
(b)
| |
|
Citigroup
Inc., Subordinated Notes |
6.625%
|
6/15/32
|
1,000,000
|
1,108,821
(b)
| |
|
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
|
404,688
(d)(e)
| |
|
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
|
1,116,582
(b)(d)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Banks
— continued | |||||
|
HSBC
Holdings PLC, Senior Notes (5.790% to
5/13/35
then SOFR + 1.880%) |
5.790%
|
5/13/36
|
400,000
|
$422,677
(d)
| |
|
HSBC
Holdings PLC, Subordinated Notes
(8.113%
to 11/3/32 then SOFR + 4.250%) |
8.113%
|
11/3/33
|
700,000
|
820,812
(b)(d)
| |
|
Intesa
Sanpaolo SpA, Subordinated Notes |
5.710%
|
1/15/26
|
1,260,000
|
1,260,629
(a)
| |
|
JPMorgan
Chase & Co., Junior Subordinated
Notes
(6.500% to 4/1/30 then 5 year Treasury
Constant
Maturity Rate + 2.152%) |
6.500%
|
4/1/30
|
500,000
|
519,936
(d)(e)
| |
|
JPMorgan
Chase & Co., Subordinated Notes |
4.950%
|
6/1/45
|
500,000
|
471,313
(b)
| |
|
Lloyds
Banking Group PLC, Subordinated Notes |
4.650%
|
3/24/26
|
1,500,000
|
1,501,915
(b)
| |
|
PNC
Financial Services Group Inc., Senior
Notes
|
2.550%
|
1/22/30
|
750,000
|
706,072
(b)
| |
|
Santander
UK Group Holdings PLC, Senior
Notes
(5.136% to 9/22/35 then SOFR +
1.578%)
|
5.136%
|
9/22/36
|
450,000
|
448,989
(d)
| |
|
Santander
UK Group Holdings PLC,
Subordinated
Notes |
5.625%
|
9/15/45
|
1,000,000
|
921,120
(a)(b)
| |
|
Truist
Financial Corp., Senior Notes (5.711% to
1/24/34
then SOFR + 1.922%) |
5.711%
|
1/24/35
|
700,000
|
736,698
(b)(d)
| |
|
Total
Banks |
15,910,418
| ||||
|
Capital
Markets — 5.7% | |||||
|
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
|
1,868,890
(b)(d)(e)
| |
|
Credit
Suisse AG AT1 Claim |
—
|
—
|
2,560,000
|
0
*(f)(g)(i)
| |
|
Goldman
Sachs Group Inc., Senior Notes
(2.640%
to 2/24/27 then SOFR + 1.114%) |
2.640%
|
2/24/28
|
2,400,000
|
2,363,357
(d)(h)
| |
|
Goldman
Sachs Group Inc., Senior Notes
(5.536%
to 1/28/35 then SOFR + 1.380%) |
5.536%
|
1/28/36
|
260,000
|
269,998
(d)
| |
|
KKR
Group Finance Co. VI LLC, Senior Notes |
3.750%
|
7/1/29
|
500,000
|
489,949
(a)(b)
| |
|
Morgan
Stanley, Senior Notes (2.699% to
1/22/30
then SOFR + 1.143%) |
2.699%
|
1/22/31
|
500,000
|
469,174
(d)
| |
|
UBS
AG, Senior Notes |
7.500%
|
2/15/28
|
400,000
|
429,644
| |
|
UBS
Group AG, Junior Subordinated Notes
(7.000%
to 8/10/30 then USD 5 year SOFR ICE
Swap
Rate + 3.077%) |
7.000%
|
2/10/30
|
340,000
|
348,866
(a)(d)(e)
| |
|
UBS
Group AG, Junior Subordinated Notes
(7.125%
to 2/10/35 then USD 5 year SOFR ICE
Swap
Rate + 3.179%) |
7.125%
|
8/10/34
|
620,000
|
635,717
(a)(d)(e)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Capital
Markets — continued | |||||
|
UBS
Group AG, Senior Notes (6.537% to
8/12/32
then SOFR + 3.920%) |
6.537%
|
8/12/33
|
770,000
|
$848,744
(a)(d)
| |
|
Total
Capital Markets |
7,724,339
| ||||
|
Consumer
Finance — 0.5% | |||||
|
Midcap
Financial Issuer Trust, Senior Notes |
5.370%
|
4/15/29
|
680,000
|
680,000
(a)(f)(j)
| |
|
Financial
Services — 5.1% | |||||
|
AerCap
Ireland Capital DAC/AerCap Global
Aviation
Trust, Senior Notes |
3.400%
|
10/29/33
|
2,500,000
|
2,258,214
(h)
| |
|
AerCap
Ireland Capital DAC/AerCap Global
Aviation
Trust, Senior Notes |
5.000%
|
11/15/35
|
450,000
|
445,908
| |
|
Block
Inc., Senior Notes |
6.000%
|
8/15/33
|
780,000
|
801,192
(a)
| |
|
Boost
Newco Borrower LLC, Senior Secured
Notes
|
7.500%
|
1/15/31
|
940,000
|
999,572
(a)
| |
|
Boost
Newco Borrower LLC/GTCR W Dutch
Finance
Sub BV, Senior Secured Notes |
8.500%
|
1/15/31
|
100,000
GBP
|
144,312
(a)
| |
|
Capstone
Borrower Inc., Senior Secured Notes |
8.000%
|
6/15/30
|
210,000
|
216,483
(a)
| |
|
Jane
Street Group/JSG Finance Inc., Senior
Secured
Notes |
7.125%
|
4/30/31
|
660,000
|
693,892
(a)(b)
| |
|
Rocket
Cos. Inc., Senior Notes |
6.125%
|
8/1/30
|
1,010,000
|
1,044,597
(a)(b)
| |
|
SGUS
LLC, Senior Secured Notes |
11.000%
|
12/15/29
|
181,645
|
68,117
*(a)(k)
| |
|
VistaJet
Malta Finance PLC/Vista
Management
Holding Inc., Senior Notes |
6.375%
|
2/1/30
|
320,000
|
304,771
(a)
| |
|
Total
Financial Services |
6,977,058
| ||||
|
Insurance
— 2.3% | |||||
|
Asurion
LLC/Asurion Co-Issuer Inc., Senior
Secured
Notes |
8.000%
|
12/31/32
|
1,430,000
|
1,484,521
(a)
| |
|
Marsh
& McLennan Cos. Inc., Senior Notes |
5.000%
|
3/15/35
|
1,000,000
|
1,013,386
(b)
| |
|
MetLife
Inc., Junior Subordinated Notes |
10.750%
|
8/1/39
|
500,000
|
669,066
| |
|
Total
Insurance |
3,166,973
| ||||
|
Mortgage
Real Estate Investment Trusts (REITs) — 1.3% | |||||
|
Arbor
Realty SR Inc., Senior Notes |
8.500%
|
12/15/28
|
270,000
|
269,008
(a)
| |
|
Arbor
Realty SR Inc., Senior Notes |
7.875%
|
7/15/30
|
470,000
|
449,698
(a)
| |
|
Ladder
Capital Finance Holdings LLLP/Ladder
Capital
Finance Corp., Senior Notes |
5.500%
|
8/1/30
|
330,000
|
337,919
| |
|
Ladder
Capital Finance Holdings LLLP/Ladder
Capital
Finance Corp., Senior Notes |
7.000%
|
7/15/31
|
670,000
|
710,852
(a)
| |
|
Total
Mortgage Real Estate Investment Trusts (REITs) |
1,767,477
| ||||
|
| |||||
|
Total
Financials |
36,226,265
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Health
Care — 12.6% | |||||
|
Biotechnology
— 1.2% | |||||
|
AbbVie
Inc., Senior Notes |
5.050%
|
3/15/34
|
500,000
|
$514,011
(b)
| |
|
Amgen
Inc., Senior Notes |
5.150%
|
3/2/28
|
700,000
|
716,520
(b)
| |
|
Amgen
Inc., Senior Notes |
2.450%
|
2/21/30
|
400,000
|
373,221
| |
|
Total
Biotechnology |
1,603,752
| ||||
|
Health
Care Equipment & Supplies — 0.7% | |||||
|
Solventum
Corp., Senior Notes |
5.600%
|
3/23/34
|
850,000
|
884,748
| |
|
Health
Care Providers & Services — 6.6% | |||||
|
CHS/Community
Health Systems Inc., Secured
Notes
|
6.875%
|
4/15/29
|
810,000
|
721,670
(a)(b)
| |
|
CHS/Community
Health Systems Inc., Senior
Secured
Notes |
10.875%
|
1/15/32
|
450,000
|
491,711
(a)
| |
|
CHS/Community
Health Systems Inc., Senior
Secured
Notes |
9.750%
|
1/15/34
|
740,000
|
778,168
(a)
| |
|
Cigna
Group, Senior Notes |
2.400%
|
3/15/30
|
1,000,000
|
928,488
(b)
| |
|
CVS
Health Corp., Senior Notes |
3.250%
|
8/15/29
|
500,000
|
482,847
| |
|
CVS
Health Corp., Senior Notes |
3.750%
|
4/1/30
|
700,000
|
683,777
| |
|
CVS
Health Corp., Senior Notes |
5.250%
|
2/21/33
|
400,000
|
411,954
| |
|
CVS
Pass-Through Trust |
5.789%
|
1/10/26
|
4,229
|
4,230
(a)
| |
|
CVS
Pass-Through Trust |
7.507%
|
1/10/32
|
208,993
|
221,879
(a)(b)
| |
|
CVS
Pass-Through Trust, Secured Trust |
5.880%
|
1/10/28
|
97,911
|
98,743
| |
|
CVS
Pass-Through Trust, Secured Trust |
6.036%
|
12/10/28
|
127,869
|
129,179
(b)
| |
|
CVS
Pass-Through Trust, Secured Trust |
6.943%
|
1/10/30
|
166,621
|
172,939
(b)
| |
|
Elevance
Health Inc., Senior Notes |
4.100%
|
5/15/32
|
750,000
|
730,023
(b)
| |
|
HCA
Inc., Senior Notes |
3.500%
|
9/1/30
|
1,000,000
|
962,013
(b)
| |
|
Humana
Inc., Senior Notes |
5.875%
|
3/1/33
|
400,000
|
420,376
| |
|
Sotera
Health Holdings LLC, Senior Secured
Notes
|
7.375%
|
6/1/31
|
480,000
|
504,034
(a)
| |
|
Tenet
Healthcare Corp., Senior Notes |
6.000%
|
11/15/33
|
970,000
|
999,312
(a)
| |
|
UnitedHealth
Group Inc., Senior Notes |
2.000%
|
5/15/30
|
320,000
|
291,992
| |
|
Total
Health Care Providers & Services |
9,033,335
| ||||
|
Pharmaceuticals
— 4.1% | |||||
|
1261229
BC Ltd., Senior Secured Notes |
10.000%
|
4/15/32
|
1,070,000
|
1,113,621
(a)(b)
| |
|
Bausch
Health Americas Inc., Senior Notes |
8.500%
|
1/31/27
|
860,000
|
852,185
(a)(b)
| |
|
Bausch
Health Cos. Inc., Senior Notes |
6.250%
|
2/15/29
|
100,000
|
80,625
(a)
| |
|
Pfizer
Inc., Senior Notes |
3.000%
|
12/15/26
|
500,000
|
496,779
(b)
| |
|
Pfizer
Investment Enterprises Pte Ltd., Senior
Notes
|
4.750%
|
5/19/33
|
1,800,000
|
1,819,632
(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
|
$653,824
| |
|
Teva
Pharmaceutical Finance Netherlands III
BV,
Senior Notes |
6.000%
|
12/1/32
|
460,000
|
483,123
(b)
| |
|
Teva
Pharmaceutical Finance Netherlands III
BV,
Senior Notes |
4.100%
|
10/1/46
|
200,000
|
151,509
| |
|
Total
Pharmaceuticals |
5,651,298
| ||||
|
| |||||
|
Total
Health Care |
17,173,133
| ||||
|
Industrials
— 9.1% | |||||
|
Aerospace
& Defense — 2.7% | |||||
|
Avolon
Holdings Funding Ltd., Senior Notes |
3.250%
|
2/15/27
|
1,090,000
|
1,078,472
(a)
| |
|
Avolon
Holdings Funding Ltd., Senior Notes |
2.750%
|
2/21/28
|
1,000,000
|
969,312
(a)(b)
| |
|
Boeing
Co., Senior Notes |
3.200%
|
3/1/29
|
500,000
|
484,927
(b)
| |
|
Boeing
Co., Senior Notes |
3.250%
|
2/1/35
|
240,000
|
210,662
| |
|
Bombardier
Inc., Senior Notes |
7.500%
|
2/1/29
|
310,000
|
323,474
(a)
| |
|
Bombardier
Inc., Senior Notes |
7.000%
|
6/1/32
|
220,000
|
232,736
(a)
| |
|
Bombardier
Inc., Senior Notes |
6.750%
|
6/15/33
|
420,000
|
444,459
(a)
| |
|
Total
Aerospace & Defense |
3,744,042
| ||||
|
Commercial
Services & Supplies — 1.5% | |||||
|
CoreCivic
Inc., Senior Notes |
8.250%
|
4/15/29
|
470,000
|
494,474
| |
|
GEO
Group Inc., Senior Notes |
10.250%
|
4/15/31
|
460,000
|
503,780
| |
|
GEO
Group Inc., Senior Secured Notes |
8.625%
|
4/15/29
|
170,000
|
178,922
| |
|
Neptune
Bidco US Inc., Senior Secured Notes |
10.375%
|
5/15/31
|
400,000
|
410,364
(a)
| |
|
RB
Global Holdings Inc., Senior Secured Notes |
6.750%
|
3/15/28
|
480,000
|
491,473
(a)
| |
|
Total
Commercial Services & Supplies |
2,079,013
| ||||
|
Construction
& Engineering — 0.2% | |||||
|
Tutor
Perini Corp., Senior Notes |
11.875%
|
4/30/29
|
210,000
|
234,097
(a)
| |
|
Ground
Transportation — 0.5% | |||||
|
Carriage
Purchaser Inc., Senior Notes |
7.875%
|
10/15/29
|
660,000
|
634,041
(a)
| |
|
Machinery
— 1.0% | |||||
|
Cellnex
Finance Co. SA, Senior Notes |
2.000%
|
2/15/33
|
500,000
EUR
|
525,656
(c)
| |
|
Park-Ohio
Industries Inc., Senior Secured
Notes
|
8.500%
|
8/1/30
|
290,000
|
299,212
(a)
| |
|
Vertiv
Group Corp., Senior Secured Notes |
4.125%
|
11/15/28
|
510,000
|
504,033
(a)
| |
|
Total
Machinery |
1,328,901
| ||||
|
Passenger
Airlines — 1.9% | |||||
|
American
Airlines Inc., Senior Secured Notes |
7.250%
|
2/15/28
|
590,000
|
603,452
(a)(b)
| |
|
American
Airlines Inc., Senior Secured Notes |
8.500%
|
5/15/29
|
380,000
|
397,677
(a)(b)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Passenger
Airlines — continued | |||||
|
JetBlue
Airways Corp./JetBlue Loyalty LP,
Senior
Secured Notes |
9.875%
|
9/20/31
|
480,000
|
$484,001
(a)
| |
|
United
Airlines Inc., Senior Secured Notes |
4.625%
|
4/15/29
|
1,000,000
|
996,368
(a)(b)
| |
|
United
Airlines Pass-Through Trust |
4.875%
|
1/15/26
|
153,514
|
153,519
(b)
| |
|
Total
Passenger Airlines |
2,635,017
| ||||
|
Trading
Companies & Distributors — 1.3% | |||||
|
Aircastle
Ltd./Aircastle Ireland DAC, Senior
Notes
|
5.250%
|
3/15/30
|
330,000
|
337,329
(a)
| |
|
Ashtead
Capital Inc., Senior Notes |
2.450%
|
8/12/31
|
1,230,000
|
1,097,695
(a)
| |
|
Herc
Holdings Inc., Senior Notes |
7.250%
|
6/15/33
|
270,000
|
286,463
(a)
| |
|
Total
Trading Companies & Distributors |
1,721,487
| ||||
|
| |||||
|
Total
Industrials |
12,376,598
| ||||
|
Information
Technology — 4.8% | |||||
|
Communications
Equipment — 0.8% | |||||
|
Connect
Finco SARL/Connect US Finco LLC,
Senior
Secured Notes |
9.000%
|
9/15/29
|
650,000
|
690,293
(a)(b)
| |
|
Viasat
Inc., Senior Notes |
7.500%
|
5/30/31
|
450,000
|
428,421
(a)
| |
|
Total
Communications Equipment |
1,118,714
| ||||
|
Electronic
Equipment, Instruments & Components — 1.0% | |||||
|
EquipmentShare.com
Inc., Secured Notes |
8.625%
|
5/15/32
|
310,000
|
327,832
(a)
| |
|
EquipmentShare.com
Inc., Secured Notes |
8.000%
|
3/15/33
|
940,000
|
990,270
(a)(b)
| |
|
Total
Electronic Equipment, Instruments & Components |
1,318,102
| ||||
|
IT
Services — 1.0% | |||||
|
APLD
ComputeCo LLC, Senior Secured Notes |
9.250%
|
12/15/30
|
370,000
|
363,220
(a)
| |
|
CoreWeave
Inc., Senior Notes |
9.250%
|
6/1/30
|
1,100,000
|
1,023,888
(a)
| |
|
Total
IT Services |
1,387,108
| ||||
|
Semiconductors
& Semiconductor Equipment — 1.1% | |||||
|
Foundry
JV Holdco LLC, Senior Secured Notes |
5.900%
|
1/25/30
|
500,000
|
523,215
(a)(b)
| |
|
Qnity
Electronics Inc., Senior Secured Notes |
5.750%
|
8/15/32
|
980,000
|
1,003,222
(a)(b)
| |
|
Total
Semiconductors & Semiconductor Equipment |
1,526,437
| ||||
|
Software
— 0.9% | |||||
|
Cloud
Software Group Inc., Senior Secured
Notes
|
8.250%
|
6/30/32
|
460,000
|
480,972
(a)
| |
|
Cloud
Software Group Inc., Senior Secured
Notes
|
6.625%
|
8/15/33
|
210,000
|
208,252
(a)
| |
|
Synopsys
Inc., Senior Notes |
5.150%
|
4/1/35
|
450,000
|
457,519
| |
|
Total
Software |
1,146,743
| ||||
|
| |||||
|
Total
Information Technology |
6,497,104
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Materials
— 6.9% | |||||
|
Chemicals
— 1.4% | |||||
|
Celanese
US Holdings LLC, Senior Notes |
7.000%
|
2/15/31
|
110,000
|
$112,690
| |
|
Celanese
US Holdings LLC, Senior Notes |
6.750%
|
4/15/33
|
480,000
|
477,916
(b)
| |
|
OCP
SA, Senior Notes |
6.750%
|
5/2/34
|
1,220,000
|
1,315,354
(a)
| |
|
Total
Chemicals |
1,905,960
| ||||
|
Metals
& Mining — 4.8% | |||||
|
Antofagasta
PLC, Senior Notes |
5.625%
|
5/13/32
|
900,000
|
936,743
(a)
| |
|
ArcelorMittal
SA, Senior Notes |
7.000%
|
10/15/39
|
430,000
|
485,925
(h)
| |
|
First
Quantum Minerals Ltd., Secured Notes |
9.375%
|
3/1/29
|
330,000
|
347,907
(a)
| |
|
First
Quantum Minerals Ltd., Senior Notes |
8.000%
|
3/1/33
|
2,570,000
|
2,747,836
(a)(b)
| |
|
Freeport-McMoRan
Inc., Senior Notes |
5.400%
|
11/14/34
|
220,000
|
227,018
| |
|
Freeport-McMoRan
Inc., Senior Notes |
5.450%
|
3/15/43
|
580,000
|
561,916
(b)
| |
|
Teck
Resources Ltd., Senior Notes |
6.000%
|
8/15/40
|
210,000
|
215,189
| |
|
Vale
Overseas Ltd., Senior Notes |
6.875%
|
11/10/39
|
940,000
|
1,068,921
| |
|
Total
Metals & Mining |
6,591,455
| ||||
|
Paper
& Forest Products — 0.7% | |||||
|
Suzano
Austria GmbH, Senior Notes |
3.750%
|
1/15/31
|
1,000,000
|
944,840
(b)
| |
|
| |||||
|
Total
Materials |
9,442,255
| ||||
|
Real
Estate — 1.8% | |||||
|
Diversified
REITs — 1.1% | |||||
|
MPT
Operating Partnership LP/MPT Finance
Corp.,
Senior Notes |
5.000%
|
10/15/27
|
430,000
|
416,769
| |
|
MPT
Operating Partnership LP/MPT Finance
Corp.,
Senior Notes |
3.692%
|
6/5/28
|
100,000
GBP
|
114,927
| |
|
MPT
Operating Partnership LP/MPT Finance
Corp.,
Senior Secured Notes |
8.500%
|
2/15/32
|
230,000
|
245,796
(a)
| |
|
Trust
2401, Senior Notes |
4.869%
|
1/15/30
|
461,000
|
454,389
(a)
| |
|
Trust
Fibra Uno, Senior Notes |
4.869%
|
1/15/30
|
239,000
|
234,053
(c)
| |
|
Total
Diversified REITs |
1,465,934
| ||||
|
Specialized
REITs — 0.7% | |||||
|
Millrose
Properties Inc., Senior Notes |
6.375%
|
8/1/30
|
790,000
|
808,857
(a)
| |
|
Millrose
Properties Inc., Senior Notes |
6.250%
|
9/15/32
|
230,000
|
232,244
(a)
| |
|
Total
Specialized REITs |
1,041,101
| ||||
|
| |||||
|
Total
Real Estate |
2,507,035
| ||||
|
Utilities
— 2.2% | |||||
|
Electric
Utilities — 1.8% | |||||
|
Alpha
Generation LLC, Senior Notes |
6.750%
|
10/15/32
|
140,000
|
145,003
(a)
| |
|
CenterPoint
Energy Houston Electric LLC,
Senior
Secured Bonds |
5.050%
|
3/1/35
|
500,000
|
505,179
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Electric
Utilities — continued | |||||
|
Comision
Federal de Electricidad, Senior Notes |
3.348%
|
2/9/31
|
400,000
|
$363,683
(a)
| |
|
Pacific
Gas and Electric Co., First Mortgage
Bonds
|
6.950%
|
3/15/34
|
700,000
|
778,972
(b)
| |
|
Talen
Energy Supply LLC, Senior Notes |
6.500%
|
2/1/36
|
330,000
|
341,456
(a)
| |
|
Vistra
Operations Co. LLC, Senior Notes |
7.750%
|
10/15/31
|
300,000
|
317,894
(a)
| |
|
Total
Electric Utilities |
2,452,187
| ||||
|
Independent
Power and Renewable Electricity Producers — 0.4% | |||||
|
Minejesa
Capital BV, Senior Secured Notes |
4.625%
|
8/10/30
|
582,552
|
580,867
(a)(b)
| |
|
| |||||
|
Total
Utilities |
3,033,054
| ||||
|
Total
Corporate Bonds & Notes (Cost — $160,624,292) |
167,539,566
| ||||
|
Asset-Backed
Securities — 7.7% | |||||
|
American
Home Mortgage Investment Trust,
2007-A
4A (1 mo. Term SOFR + 1.014%) |
4.746%
|
7/25/46
|
425,983
|
87,867
(a)(d)
| |
|
AMMC
CLO Ltd., 2021-24A ER (3 mo. Term
SOFR
+ 6.500%) |
10.384%
|
1/20/35
|
320,000
|
313,829
(a)(d)
| |
|
AMMC
CLO Ltd., 2022-27A DR (3 mo. Term
SOFR
+ 2.700%) |
6.584%
|
1/20/37
|
150,000
|
150,695
(a)(d)
| |
|
Apex
Credit CLO LLC, 2021-2A CR (3 mo. Term
SOFR
+ 3.750%) |
7.634%
|
10/20/34
|
260,000
|
260,123
(a)(d)
| |
|
Apex
Credit CLO Ltd., 2019-2A ERR (3 mo.
Term
SOFR + 7.670%) |
11.528%
|
1/25/38
|
420,000
|
413,895
(a)(d)
| |
|
Apidos
CLO Ltd., 2024-50A E (3 mo. Term SOFR
+
5.100%) |
8.984%
|
1/20/38
|
270,000
|
271,372
(a)(d)
| |
|
Ares
CLO Ltd., 2017-44A CRR (3 mo. Term
SOFR
+ 2.750%) |
6.655%
|
4/15/34
|
250,000
|
250,988
(a)(d)
| |
|
Bain
Capital Credit CLO Ltd., 2020-3A DRR (3
mo.
Term SOFR + 3.100%) |
6.960%
|
10/23/34
|
380,000
|
380,582
(a)(d)
| |
|
Balboa
Bay Loan Funding Ltd., 2020-1A ERR (3
mo.
Term SOFR + 7.150%) |
11.034%
|
10/20/35
|
440,000
|
442,251
(a)(d)
| |
|
Bayview
Financial Asset Trust, 2007-SR1A M4
(1
mo. Term SOFR + 1.614%) |
5.346%
|
3/25/37
|
25,252
|
25,761
(a)(d)
| |
|
Bear
Mountain Park CLO Ltd., 2022-1A ER (3
mo.
Term SOFR + 5.950%) |
9.855%
|
7/15/37
|
390,000
|
391,639
(a)(d)
| |
|
Black
Diamond CLO Ltd., 2021-1A CR (3 mo.
Term
SOFR + 3.900%) |
7.757%
|
11/22/34
|
400,000
|
401,966
(a)(d)
| |
|
Capital
Four US CLO Ltd., 2025-4A D1 (3 mo.
Term
SOFR + 3.250%) |
7.008%
|
10/18/38
|
340,000
|
339,945
(a)(d)
| |
|
Dryden
Senior Loan Fund, 2015-41A DR (3 mo.
Term
SOFR + 2.862%) |
6.766%
|
4/15/31
|
500,000
|
501,661
(a)(d)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Asset-Backed
Securities — continued | |||||
|
Dryden
CLO Ltd., 2022-113A D1R3 (3 mo. Term
SOFR
+ 3.000%) |
6.905%
|
10/15/37
|
350,000
|
$352,312
(a)(d)
| |
|
Elevation
CLO Ltd., 2016-5A ERR (3 mo. Term
SOFR
+ 7.580%) |
11.438%
|
1/25/38
|
400,000
|
403,463
(a)(d)
| |
|
GoldenTree
Loan Management US CLO Ltd.,
2020-8A
ERR (3 mo. Term SOFR + 5.750%) |
9.634%
|
10/20/34
|
410,000
|
404,553
(a)(d)
| |
|
Golub
Capital Partners CLO Ltd., 2024-77A E (3
mo.
Term SOFR + 4.850%) |
8.708%
|
1/25/38
|
680,000
|
683,808
(a)(d)
| |
|
GSAMP
Trust, 2003-SEA2 A1 |
5.421%
|
7/25/33
|
275,553
|
273,607
| |
|
HalseyPoint
CLO Ltd., 2019-1A FR (3 mo. Term
SOFR
+ 10.730%) |
14.614%
|
10/20/37
|
500,000
|
500,561
(a)(d)
| |
|
Indymac
Manufactured Housing Contract Pass-
Through
Certificates, 1997-1 A5 |
6.970%
|
2/25/28
|
6,460
|
6,437
| |
|
Jamestown
CLO Ltd., 2016-9A CR3 (3 mo.
Term
SOFR + 3.250%) |
7.108%
|
7/25/34
|
280,000
|
278,411
(a)(d)
| |
|
Morgan
Stanley ABS Capital Inc. Trust, 2003-
SD1
A1 (1 mo. Term SOFR + 1.114%) |
4.846%
|
3/25/33
|
3,806
|
3,831
(d)
| |
|
New
Mountain CLO Ltd., 5A D1R (3 mo. Term
SOFR
+ 3.150%) |
7.034%
|
7/20/36
|
290,000
|
291,357
(a)(d)
| |
|
Oaktree
CLO Ltd., 2022-2A D1R2 (3 mo. Term
SOFR
+ 3.250%) |
7.155%
|
10/15/37
|
340,000
|
342,700
(a)(d)
| |
|
Obra
CLO Ltd., 2024-1A E (3 mo. Term SOFR +
6.750%)
|
10.634%
|
1/20/38
|
390,000
|
401,886
(a)(d)
| |
|
Ocean
Trails CLO Ltd., 2023-14A ER (3 mo.
Term
SOFR + 6.340%) |
10.224%
|
1/20/38
|
480,000
|
484,716
(a)(d)
| |
|
Ocean
Trails CLO Ltd., 2024-16A E (3 mo. Term
SOFR
+ 6.690%) |
10.574%
|
1/20/38
|
170,000
|
171,682
(a)(d)
| |
|
OCP
CLO Ltd., 2023-26A ER (3 mo. Term SOFR
+
4.450%) |
8.332%
|
4/17/37
|
310,000
|
308,182
(a)(d)
| |
|
Octagon
Investment Partners Ltd., 2020-1A
ER2
(3 mo. Term SOFR + 6.000%) |
9.857%
|
1/22/38
|
500,000
|
488,750
(a)(d)
| |
|
OHA
Credit Funding Ltd., 2022-11A D1R (3 mo.
Term
SOFR + 2.850%) |
6.734%
|
7/19/37
|
150,000
|
150,628
(a)(d)
| |
|
Origen
Manufactured Housing Contract Trust,
2007-A
A2 |
5.973%
|
4/15/37
|
147,302
|
137,204
(d)
| |
|
Palmer
Square CLO Ltd., 2022-3A D1R (3 mo.
Term
SOFR + 2.950%) |
6.834%
|
7/20/37
|
110,000
|
110,352
(a)(d)
| |
|
Trinitas
CLO Ltd., 2024-27A D1 (3 mo. Term
SOFR
+ 4.300%) |
8.184%
|
4/18/37
|
110,000
|
111,095
(a)(d)
| |
|
Voya
CLO Ltd., 2020-3A D1RR (3 mo. Term
SOFR
+ 2.700%) |
6.570%
|
1/20/38
|
210,000
|
210,901
(a)(d)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Asset-Backed
Securities — continued | |||||
|
Warwick
Capital CLO Ltd., 2024-3A D (3 mo.
Term
SOFR + 4.500%) |
8.384%
|
4/20/37
|
100,000
|
$100,739
(a)(d)
| |
|
| |||||
|
Total
Asset-Backed Securities (Cost — $10,518,651) |
10,449,749
| ||||
|
Senior
Loans — 6.3% | |||||
|
Communication
Services — 0.6% | |||||
|
Interactive
Media & Services — 0.6% | |||||
|
X
Corp., Term Loan B1 (6 mo. Term SOFR +
6.750%)
|
10.448%
|
10/26/29
|
119,079
|
117,251
(d)(l)(m)
| |
|
X
Corp., Term Loan B3 |
9.500%
|
10/26/29
|
670,000
|
668,921
(l)(m)
| |
|
| |||||
|
Total
Communication Services |
786,172
| ||||
|
Consumer
Discretionary — 1.0% | |||||
|
Diversified
Consumer Services — 0.1% | |||||
|
WW
International Inc., Take-Back Term Loan (3
mo.
Term SOFR + 6.800%)
|
10.489%
|
6/24/30
|
149,391
|
132,318
(d)(l)(m)
| |
|
Hotels,
Restaurants & Leisure — 0.9% | |||||
|
Light
& Wonder International Inc., Term Loan
B2
(1 mo. Term SOFR + 2.250%)
|
5.986%
|
4/14/29
|
1,221,389
|
1,227,881
(d)(l)(m)
| |
|
| |||||
|
Total
Consumer Discretionary |
1,360,199
| ||||
|
Financials
— 3.0% | |||||
|
Consumer
Finance — 0.1% | |||||
|
Blackhawk
Network Holdings Inc., Term Loan B
(3
mo. Term SOFR + 4.000%)
|
7.672%
|
3/12/29
|
118,206
|
118,917
(d)(l)(m)
| |
|
Financial
Services — 2.7% | |||||
|
Boost
Newco Borrower LLC, Term Loan B2 (3
mo.
Term SOFR + 2.000%) |
5.672%
|
1/31/31
|
1,138,522
|
1,141,727
(d)(l)(m)
| |
|
Citadel
Securities LP, 2024 Term Loan Facility
(3
mo. Term SOFR + 2.000%) |
5.672%
|
10/31/31
|
2,188,681
|
2,202,645
(d)(l)(m)
| |
|
Nexus
Buyer LLC, Amendment No. 10 Term
Loan
(1 mo. Term SOFR + 4.000%) |
7.716%
|
7/31/31
|
129,675
|
128,892
(d)(l)(m)
| |
|
Nexus
Buyer LLC, Amendment No. 9
Refinancing
Term Loan (1 mo. Term SOFR +
3.500%)
|
7.216%
|
7/31/31
|
246,886
|
243,813
(d)(l)(m)
| |
|
Total
Financial Services |
3,717,077
| ||||
|
Mortgage
Real Estate Investment Trusts (REITs) — 0.2% | |||||
|
Starwood
Property Mortgage LLC, 2025
Repricing
Term Loan (1 mo. Term SOFR +
1.750%)
|
5.466%
|
11/18/27
|
343,020
|
343,448
(d)(g)(l)(m)
| |
|
| |||||
|
Total
Financials |
4,179,442
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Industrials
— 0.8% | |||||
|
Passenger
Airlines — 0.8% | |||||
|
Spirit
Airlines LLC, Contingent DIP Facility |
—
|
1/1/30
|
421,189
|
$171,719
*(f)(g)(n)
| |
|
Spirit
Airlines LLC, New Money Term Loan (1
mo.
Term SOFR + 8.000%) |
11.750%
|
1/2/40
|
91,904
|
91,617
(d)(l)(m)
| |
|
Spirit
Airlines LLC, Second New Money Term
Loan
|
—
|
7/14/26
|
22,793
|
19,716
(n)
| |
|
Spirit
Airlines LLC, Third DIP New Money Term
Loan
|
—
|
7/14/26
|
45,017
|
44,876
(n)
| |
|
United
Airlines Inc., Term Loan B (1 mo. Term
SOFR
+ 2.000%) |
5.732%
|
2/22/31
|
717,324
|
721,585
(d)(l)(m)
| |
|
| |||||
|
Total
Industrials |
1,049,513
| ||||
|
Information
Technology — 0.9% | |||||
|
Semiconductors
& Semiconductor Equipment — 0.3% | |||||
|
MKS
Instruments Inc., 2025 Dollar Term Loan
B
(1 mo. Term SOFR + 2.000%)
|
5.716%
|
8/17/29
|
393,377
|
395,918
(d)(l)(m)
| |
|
Software
— 0.6% | |||||
|
Modena
Buyer LLC, Initial Term Loan (3 mo.
Term
SOFR + 4.250%) |
8.090%
|
7/1/31
|
198,000
|
197,365
(d)(l)(m)
| |
|
X.Ai
Corp., Initial Term Loan |
12.500%
|
6/30/28
|
577,100
|
607,819
(l)(m)
| |
|
Total
Software |
805,184
| ||||
|
| |||||
|
Total
Information Technology |
1,201,102
| ||||
|
Total
Senior Loans (Cost — $8,612,744) |
8,576,428
| ||||
|
Collateralized
Mortgage Obligations(o)
— 4.3% | |||||
|
280
Park Avenue Mortgage Trust, 2017-280P F
(1
mo. Term SOFR + 3.127%) |
6.905%
|
9/15/34
|
220,000
|
214,892
(a)(d)
| |
|
Bear
Stearns ALT-A Trust, 2004-3 A1 (1 mo.
Term
SOFR + 0.754%) |
4.486%
|
4/25/34
|
15,730
|
15,650
(d)
| |
|
CHL
Mortgage Pass-Through Trust, 2005-7 1A1
(1
mo. Term SOFR + 0.654%) |
4.386%
|
3/25/35
|
115,436
|
109,557
(d)
| |
|
Citigroup
Commercial Mortgage Trust, 2015-P1
D
|
3.225%
|
9/15/48
|
18,422
|
17,884
(a)
| |
|
Federal
Home Loan Mortgage Corp. (FHLMC)
REMIC,
Structured Agency Credit Risk Trust,
2020-DNA6
B1 (30 Day Average SOFR +
3.000%)
|
6.874%
|
12/25/50
|
310,000
|
331,327
(a)(d)
| |
|
Federal
Home Loan Mortgage Corp. (FHLMC)
REMIC,
Structured Agency Credit Risk Trust,
2021-DNA7
B2 (30 Day Average SOFR +
7.800%)
|
11.674%
|
11/25/41
|
450,000
|
473,225
(a)(d)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Collateralized
Mortgage Obligations(o)
— continued | |||||
|
Federal
Home Loan Mortgage Corp. (FHLMC)
REMIC,
Structured Agency Credit Risk Trust,
2022-DNA2
M2 (30 Day Average SOFR +
3.750%)
|
7.624%
|
2/25/42
|
910,000
|
$937,543
(a)(d)
| |
|
Federal
Home Loan Mortgage Corp. (FHLMC)
REMIC,
Structured Agency Credit Risk Trust,
2022-DNA6
M2 (30 Day Average SOFR +
5.750%)
|
9.624%
|
9/25/42
|
1,000,000
|
1,078,130
(a)(d)
| |
|
Federal
National Mortgage Association
(FNMA)
— CAS, 2023-R06 1M2 (30 Day
Average
SOFR + 2.700%) |
6.574%
|
7/25/43
|
560,000
|
576,113
(a)(d)
| |
|
Federal
National Mortgage Association
(FNMA)
— CAS, 2024-R02 1M2 (30 Day
Average
SOFR + 1.800%) |
5.674%
|
2/25/44
|
520,000
|
523,470
(a)(d)
| |
|
Federal
National Mortgage Association
(FNMA),
2004-W15 1A2 |
6.500%
|
8/25/44
|
29,686
|
31,069
| |
|
GS
Mortgage Securities Corp. II, 2024-70P E |
8.965%
|
3/10/41
|
270,000
|
280,744
(a)(d)
| |
|
Impac
CMB Trust, 2004-10 2A (1 mo. Term
SOFR
+ 0.754%) |
4.486%
|
3/25/35
|
35,470
|
33,531
(d)
| |
|
Impac
CMB Trust, 2005-2 2A2 (1 mo. Term
SOFR
+ 0.914%) |
4.646%
|
4/25/35
|
5,113
|
5,031
(d)
| |
|
MAFI
II Remic Trust, 1998-BI B1 |
—
|
11/20/24
|
67,830
|
46,749
*(d)(p)
| |
|
MERIT
Securities Corp., 2011-PA B3 (1 mo.
USD
LIBOR + 2.250%) |
7.210%
|
9/28/32
|
261,761
|
222,660
(a)(d)
| |
|
Morgan
Stanley Capital I Trust, 2015-UBS8 C |
4.386%
|
12/15/48
|
229,016
|
222,889
(d)
| |
|
Morgan
Stanley Capital I Trust, 2016-BNK2 B |
3.485%
|
11/15/49
|
430,000
|
400,137
| |
|
Prime
Mortgage Trust, 2005-2 2XB, IO |
1.743%
|
10/25/32
|
636,184
|
33,726
(d)
| |
|
Prime
Mortgage Trust, 2005-5 1X, IO |
1.094%
|
7/25/34
|
610,663
|
15,722
(d)
| |
|
RAMP
Trust, 2005-SL2 APO, STRIPS, PO |
0.000%
|
2/25/32
|
695
|
651
| |
|
Sequoia
Mortgage Trust, 2003-2 A2 (6 mo.
Term
SOFR + 1.108%) |
4.908%
|
6/20/33
|
1,560
|
1,538
(d)
| |
|
Structured
Asset Securities Corp. Mortgage
Pass-Through
Certificates, 2003-9A 2A2 |
5.881%
|
3/25/33
|
14,493
|
14,184
(d)
| |
|
UBS
Commercial Mortgage Trust, 2018-C15 C |
5.137%
|
12/15/51
|
285,000
|
274,262
(d)
| |
|
| |||||
|
Total
Collateralized Mortgage Obligations (Cost — $5,732,607) |
5,860,684
| ||||
|
Sovereign
Bonds — 3.9% | |||||
|
Angola
— 0.3% | |||||
|
Angolan
Government International Bond,
Senior
Notes |
8.000%
|
11/26/29
|
400,000
|
391,087
(a)
| |
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
| |||||
|
Argentina
— 0.6% | |||||
|
Argentine
Republic Government International
Bond,
Senior Notes |
1.000%
|
7/9/29
|
34,715
|
$30,931
| |
|
Provincia
de Buenos Aires, Senior Notes |
6.625%
|
9/1/37
|
430,571
|
331,617
(a)
| |
|
Provincia
de Cordoba, Senior Notes |
6.990%
|
6/1/27
|
420,000
|
417,900
(a)
| |
|
Total
Argentina |
780,448
| ||||
|
Dominican
Republic — 0.3% | |||||
|
Dominican
Republic International Bond, Senior
Notes
|
4.875%
|
9/23/32
|
380,000
|
366,586
(a)
| |
|
Mexico
— 1.6% | |||||
|
Mexico
Government International Bond, Senior
Notes
|
2.659%
|
5/24/31
|
360,000
|
321,300
| |
|
Mexico
Government International Bond, Senior
Notes
|
5.850%
|
7/2/32
|
492,000
|
506,101
(b)
| |
|
Mexico
Government International Bond, Senior
Notes
|
4.350%
|
1/15/47
|
1,750,000
|
1,323,875
(b)
| |
|
Total
Mexico |
2,151,276
| ||||
|
Panama
— 0.9% | |||||
|
Panama
Government International Bond,
Senior
Notes |
4.500%
|
5/15/47
|
1,650,000
|
1,313,152
| |
|
Poland
— 0.2% | |||||
|
Bank
Gospodarstwa Krajowego, Senior Notes |
5.375%
|
5/22/33
|
350,000
|
360,605
(c)
| |
|
| |||||
|
Total
Sovereign Bonds (Cost — $5,086,874) |
5,363,154
| ||||
|
|
|
|
|
Shares
|
|
|
Preferred
Stocks — 0.6% | |||||
|
Financials
— 0.6% | |||||
|
Mortgage
Real Estate Investment Trusts (REITs) — 0.6% | |||||
|
AGNC
Investment Corp., Non Voting Shares (3
mo.
Term SOFR + 4.959%) |
8.863%
|
|
16,546
|
406,039
(d)
| |
|
Chimera
Investment Corp., Non Voting Shares
(3
mo. Term SOFR + 5.005%) |
8.690%
|
|
5,224
|
111,428
(d)
| |
|
MFA
Financial Inc., Non Voting Shares (3 mo.
Term
SOFR + 5.607%) |
9.258%
|
|
9,538
|
217,657
(d)
| |
|
| |||||
|
Total
Preferred Stocks (Cost — $770,651) |
735,124
| ||||
|
Security
|
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Convertible
Bonds & Notes — 0.2% | |||||
|
Communication
Services — 0.2% | |||||
|
Media
— 0.2% | |||||
|
EchoStar
Corp., Senior Secured Notes (3.875%
Cash
or 3.875% PIK) (Cost — $89,732) |
3.875%
|
11/30/30
|
82,932
|
$277,200
(q)
| |
|
|
|
|
|
Shares
|
|
|
Common
Stocks — 0.1% | |||||
|
Communication
Services — 0.1% | |||||
|
Diversified
Telecommunication Services — 0.1% | |||||
|
Altice
France Luxco |
|
8,602
|
154,922
*
| ||
|
| |||||
|
Industrials
— 0.0%†† | |||||
|
Passenger
Airlines — 0.0%†† | |||||
|
Spirit
Aviation Holdings Inc. |
|
5,706
|
1,432
*
| ||
|
| |||||
|
Total
Common Stocks (Cost — $98,429) |
156,354
| ||||
|
|
|
|
Expiration
Date
|
Rights
|
|
|
Rights
— 0.0%†† | |||||
|
Communication
Services — 0.0%††
| |||||
|
Diversified
Telecommunication Services — 0.0%†† | |||||
|
Altice
France Luxco (Cost — $0) |
|
—
|
685
|
11,371
*
| |
|
Total
Investments before Short-Term Investments (Cost — $191,533,980) |
198,969,630
| ||||
|
|
|
Rate
|
|
Shares
|
|
|
Short-Term
Investments — 0.6% | |||||
|
Western
Asset Premier Institutional
Government
Reserves, Premium Shares
(Cost
— $828,276)
|
3.739%
|
|
828,276
|
828,276
(r)(s)
| |
|
Total
Investments — 146.6% (Cost — $192,362,256) |
199,797,906
| ||||
|
Liabilities
in Excess of Other Assets — (46.6)% |
(63,476,683
) | ||||
|
Total
Net Assets — 100.0% |
$136,321,223
| ||||
|
†
|
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)
|
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. |
|
(d)
|
Variable
rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate
securities
are not based on a published reference rate and spread but are determined by the issuer or agent and
are
based on current market conditions. These securities do not indicate a reference rate and spread in their
description
above. |
|
(e)
|
Security
has no maturity date. The date shown represents the next call date. |
|
(f)
|
Security
is fair valued in accordance with procedures approved by the Board of Trustees (Note
1). |
|
(g)
|
Security
is valued using significant unobservable inputs (Note
1). |
|
(h)
|
All
or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements. |
|
(i)
|
Value
is less than $1. |
|
(j)
|
Securities
traded on a when-issued or delayed delivery basis. |
|
(k)
|
The
coupon payment on this security is currently in default as of December 31, 2025. |
|
(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, 2025. Interest rates are not effective until
settlement
date. Interest rates shown, if any, are for the settled portion of the loan. |
|
(o)
|
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. |
|
(p)
|
The
maturity principal is currently in default as of December 31, 2025. |
|
(q)
|
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.
|
|
(r)
|
Rate
shown is one-day yield as of the end of the reporting period.
|
|
(s)
|
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, 2025, the total market value of investments in Affiliated
Companies
was $828,276 and the cost was $828,276 (Note
8). |
|
Abbreviation(s)
used in this schedule: | ||
|
CAS
|
—
|
Connecticut
Avenue Securities |
|
CLO
|
—
|
Collateralized
Loan Obligation |
|
DAC
|
—
|
Designated
Activity Company |
|
DIP
|
—
|
Debtor-in-possession
|
|
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 |
4.160%
|
12/17/2025
|
3/11/2026
|
$4,851,485
|
Corporate
Bonds &
Notes
|
$5,150,842
|
|
Royal
Bank of Canada |
4.290%
|
11/25/2025
|
2/26/2026
|
1,392,300
|
Corporate
Bonds &
Notes
|
1,475,991
|
|
|
|
|
|
$6,243,785
|
|
$6,626,833
|
|
*
|
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)
| ||
|
USD
|
83,217
|
GBP
|
62,666
|
BNP
Paribas SA |
1/16/26
|
$(1,253
) |
|
USD
|
442,898
|
GBP
|
329,311
|
BNP
Paribas SA |
1/16/26
|
(989
) |
|
EUR
|
12,115
|
USD
|
14,251
|
Citibank
N.A. |
1/16/26
|
(2
) |
|
GBP
|
9,172
|
USD
|
12,340
|
Citibank
N.A. |
1/16/26
|
24
|
|
Currency
Purchased
|
Currency
Sold
|
Counterparty
|
Settlement
Date
|
Unrealized
Appreciation
(Depreciation)
| ||
|
USD
|
619,214
|
EUR
|
533,058
|
JPMorgan
Chase & Co. |
1/16/26
|
$(7,711
) |
|
Net
unrealized depreciation on open forward foreign currency contracts |
$(9,931
) | |||||
|
Abbreviation(s)
used in this table: | ||
|
EUR
|
—
|
Euro
|
|
GBP
|
—
|
British
Pound |
|
USD
|
—
|
United
States Dollar |
|
Assets:
|
|
|
Investments
in unaffiliated securities, at value (Cost — $191,533,980) |
$198,969,630
|
|
Investments
in affiliated securities, at value (Cost — $828,276) |
828,276
|
|
Foreign
currency, at value (Cost — $77,251) |
71,557
|
|
Cash
|
307
|
|
Interest
and dividends receivable from unaffiliated investments |
2,958,990
|
|
Dividends
receivable from affiliated investments |
8,408
|
|
Unrealized
appreciation on forward foreign currency contracts |
24
|
|
Prepaid
expenses |
665
|
|
Total
Assets |
202,837,857
|
|
Liabilities:
|
|
|
Loan
payable (Note
5) |
59,000,000
|
|
Payable
for open reverse repurchase agreements (Note
3) |
6,243,785
|
|
Payable
for securities purchased |
746,393
|
|
Interest
and commitment fees payable |
278,777
|
|
Investment
management fee payable |
72,584
|
|
Administration
fee payable |
21,430
|
|
Unrealized
depreciation on forward foreign currency contracts |
9,955
|
|
Trustees’
fees payable |
208
|
|
Accrued
expenses |
143,502
|
|
Total
Liabilities |
66,516,634
|
|
Total
Net Assets |
$136,321,223
|
|
Net
Assets: |
|
|
Common
shares, no par value, unlimited number of shares authorized, 11,865,600 shares
issued
and outstanding |
$155,226,790
|
|
Total
distributable earnings (loss)
|
(18,905,567
) |
|
Total
Net Assets |
$136,321,223
|
|
Shares
Outstanding |
11,865,600
|
|
Net
Asset Value |
$11.49
|
|
Investment
Income: |
|
|
Interest
|
$13,653,645
|
|
Dividends
from affiliated investments |
76,559
|
|
Dividends
from unaffiliated investments |
67,948
|
|
Less:
Foreign taxes withheld |
(3,872
) |
|
Total
Investment Income |
13,794,280
|
|
Expenses:
|
|
|
Interest
expense (Notes
3 and 5)
|
3,379,148
|
|
Investment
management fee (Note
2) |
1,097,570
|
|
Audit
and tax fees |
74,866
|
|
Shareholder
reports |
44,883
|
|
Fund
accounting fees |
42,100
|
|
Transfer
agent fees |
41,969
|
|
Legal
fees |
21,420
|
|
Commitment
fees (Note
5) |
19,771
|
|
Trustees’
fees |
19,606
|
|
Stock
exchange listing fees |
12,500
|
|
Insurance
|
1,314
|
|
Custody
fees |
1,306
|
|
Miscellaneous
expenses |
13,323
|
|
Total
Expenses |
4,769,776
|
|
Less:
Fee waivers and/or expense reimbursements (Note
2) |
(2,019
) |
|
Net
Expenses |
4,767,757
|
|
Net
Investment Income |
9,026,523
|
|
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 From: |
|
|
Investment
transactions in unaffiliated securities |
1,132,700
|
|
Swap
contracts |
33,036
|
|
Forward
foreign currency contracts |
9,297
|
|
Foreign
currency transactions |
4,286
|
|
Net
Realized Gain
|
1,179,319
|
|
Change
in Net Unrealized Appreciation (Depreciation) From: |
|
|
Investments
in unaffiliated securities |
3,795,270
|
|
Swap
contracts |
8,419
|
|
Forward
foreign currency contracts |
(193,213
) |
|
Foreign
currencies |
26,138
|
|
Change
in Net Unrealized Appreciation (Depreciation)
|
3,636,614
|
|
Net
Gain on Investments, Swap Contracts, Forward Foreign Currency Contracts and
Foreign
Currency Transactions
|
4,815,933
|
|
Increase
in Net Assets From Operations |
$13,842,456
|
|
For
the Years Ended December 31, |
2025
|
2024
|
|
Operations:
|
|
|
|
Net
investment income
|
$9,026,523
|
$8,772,416
|
|
Net
realized gain
|
1,179,319
|
249,438
|
|
Change
in net unrealized appreciation (depreciation)
|
3,636,614
|
(2,696,082
) |
|
Increase
in Net Assets From Operations |
13,842,456
|
6,325,772
|
|
Distributions
to Shareholders From (Note
1): |
|
|
|
Total
distributable earnings |
(9,047,554
) |
(9,967,104
) |
|
Return
of capital |
(919,550
) |
—
|
|
Decrease
in Net Assets From Distributions to Shareholders |
(9,967,104
) |
(9,967,104
) |
|
Increase
(Decrease) in Net Assets |
3,875,352
|
(3,641,332
) |
|
Net
Assets: |
|
|
|
Beginning
of year |
132,445,871
|
136,087,203
|
|
End
of year |
$136,321,223
|
$132,445,871
|
|
Increase
(Decrease) in Cash: |
|
|
Cash
Flows from Operating Activities: |
|
|
Net
increase in net assets resulting from operations |
$13,842,456
|
|
Adjustments
to reconcile net increase in net assets resulting from operations to net cash
provided
(used) by operating activities: |
|
|
Purchases
of portfolio securities |
(112,266,199
) |
|
Sales
of portfolio securities |
112,698,828
|
|
Net
purchases, sales and maturities of short-term investments |
5,547,512
|
|
Payment-in-kind
|
(5,874
) |
|
Net
amortization of premium (accretion of discount) |
(1,708,678
) |
|
Securities
litigation proceeds |
6,394
|
|
Increase
in interest and dividends receivable from unaffiliated investments |
(454,348
) |
|
Decrease
in receivable from brokers — net variation margin on centrally cleared swap
contracts
|
554
|
|
Increase
in prepaid expenses |
(64
) |
|
Decrease
in other receivables |
4,783
|
|
Increase
in dividends receivable from affiliated investments |
(4,371
) |
|
Decrease
in principal paydown receivable |
804
|
|
Decrease
in payable for securities purchased |
(2,272,947
) |
|
Increase
in investment management fee payable |
437
|
|
Decrease
in Trustees’ fees payable |
(389
) |
|
Increase
in administration fee payable |
183
|
|
Increase
in interest and commitment fees payable |
(40,673
) |
|
Increase
in accrued expenses |
24,237
|
|
Net
realized gain on investments |
(1,132,700
) |
|
Change
in net unrealized appreciation (depreciation) of investments and forward foreign
currency
contracts |
(3,602,057
) |
|
Net
Cash Provided in Operating Activities* |
10,637,888
|
|
Cash
Flows from Financing Activities: |
|
|
Distributions
paid on common stock |
(9,967,104
) |
|
Decrease
in payable for open reverse repurchase agreements |
(936,390
) |
|
Net
Cash Used by Financing Activities |
(10,903,494
) |
|
Net
Decrease in Cash and Restricted Cash |
(265,606
) |
|
Cash
and restricted cash at beginning of year |
337,470
|
|
Cash
and restricted cash at end of year |
$71,864
|
|
*
|
Included
in operating expenses is $3,439,592 paid for interest and commitment fees on borrowings. |
|
|
December
31, 2025 |
|
Cash
|
$71,864
|
|
Restricted
cash |
—
|
|
Total
cash and restricted cash shown in the Statement of Cash Flows |
$71,864
|
|
For
a common share outstanding throughout each year ended December 31: | |||||
|
|
20251
|
20241
|
20231
|
20221
|
20211
|
|
Net
asset value, beginning of year |
$11.16
|
$11.47
|
$11.23
|
$14.32
|
$14.85
|
|
Income
(loss) from operations: | |||||
|
Net
investment income |
0.76
|
0.74
|
0.77
|
0.82
|
0.87
|
|
Net
realized and unrealized gain (loss) |
0.41
|
(0.21
) |
0.27
|
(3.12
) |
(0.61
) |
|
Total
income (loss) from operations |
1.17
|
0.53
|
1.04
|
(2.30)
|
0.26
|
|
Less
distributions from: |
|
|
|
|
|
|
Net
investment income |
(0.76
) |
(0.84
) |
(0.80
) |
(0.79
) |
(0.79
) |
|
Return
of capital |
(0.08
) |
—
|
—
|
—
|
—
|
|
Total
distributions |
(0.84
) |
(0.84
) |
(0.80
) |
(0.79
) |
(0.79
) |
|
Net
asset value, end of year |
$11.49
|
$11.16
|
$11.47
|
$11.23
|
$14.32
|
|
Market
price, end of year |
$11.03
|
$10.77
|
$10.80
|
$10.64
|
$14.33
|
|
Total
return, based on NAV2,3
|
10.89
% |
4.81
% |
9.77
% |
(16.21
)% |
1.80
% |
|
Total
return, based on Market Price4
|
10.52
% |
7.69
% |
9.57
% |
(20.29
)% |
6.87
% |
|
Net
assets, end of year (millions) |
$136
|
$132
|
$136
|
$133
|
$170
|
|
Ratios
to average net assets: | |||||
|
Gross
expenses |
3.55
% |
3.71
% |
3.29
% |
2.19
% |
1.22
% |
|
Net
expenses5,6
|
3.55
|
3.71
|
3.29
|
2.19
|
1.22
|
|
Net
investment income |
6.73
|
6.54
|
6.94
|
6.80
|
5.93
|
|
Portfolio
turnover rate |
57
% |
43
% |
36
% |
72
% |
32
% |
|
Supplemental
data: |
|
|
|
|
|
|
Loan
Outstanding, End of Year (000s) |
$59,000
|
$59,000
|
$47,500
|
$57,500
|
$57,500
|
|
Asset
Coverage Ratio for Loan Outstanding7
|
331
% |
324
% |
386
% |
332
% |
395
% |
|
Asset
Coverage, per $1,000 Principal Amount of
Loan
Outstanding7
|
$3,311
|
$3,245
|
$3,865
|
$3,317
|
$3,954
|
|
Weighted
Average Loan (000s) |
$59,000
|
$54,458
|
$48,240
|
$57,500
|
$57,500
|
|
Weighted
Average Interest Rate on Loan
|
5.14
% |
6.04
% |
5.81
% |
2.42
% |
0.80
% |
|
1
|
Per
share amounts have been calculated using the average shares method. |
|
2
|
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.
|
|
3
|
The
total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of
future
results.
|
|
4
|
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. |
|
5
|
Reflects
fee waivers and/or expense reimbursements. |
|
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
|
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
|
—
|
$30,989,411
|
$314,811
|
$31,304,222
|
|
Financials
|
—
|
36,226,265
|
0
* |
36,226,265
|
|
Other
Corporate Bonds &
Notes
|
—
|
100,009,079
|
—
|
100,009,079
|
|
Asset-Backed
Securities |
—
|
10,449,749
|
—
|
10,449,749
|
|
Senior
Loans: |
|
|
|
|
|
Financials
|
—
|
3,835,994
|
343,448
|
4,179,442
|
|
Industrials
|
—
|
877,794
|
171,719
|
1,049,513
|
|
Other
Senior Loans |
—
|
3,347,473
|
—
|
3,347,473
|
|
Collateralized
Mortgage
Obligations
|
—
|
5,860,684
|
—
|
5,860,684
|
|
Sovereign
Bonds |
—
|
5,363,154
|
—
|
5,363,154
|
|
Preferred
Stocks |
$735,124
|
—
|
—
|
735,124
|
|
Convertible
Bonds & Notes |
—
|
277,200
|
—
|
277,200
|
|
Common
Stocks: |
|
|
|
|
|
Communication
Services |
—
|
154,922
|
—
|
154,922
|
|
Industrials
|
1,432
|
—
|
—
|
1,432
|
|
Rights
|
—
|
11,371
|
—
|
11,371
|
|
Total
Long-Term Investments |
736,556
|
197,403,096
|
829,978
|
198,969,630
|
|
Short-Term
Investments† |
828,276
|
—
|
—
|
828,276
|
|
Total
Investments |
$1,564,832
|
$197,403,096
|
$829,978
|
$199,797,906
|
|
Other
Financial Instruments: |
|
|
|
|
|
Forward
Foreign Currency
Contracts††
|
—
|
$24
|
—
|
$24
|
|
Total
|
$1,564,832
|
$197,403,120
|
$829,978
|
$199,797,930
|
|
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††
|
—
|
$9,955
|
—
|
$9,955
|
|
†
|
See
Schedule of Investments for additional detailed categorizations. |
|
*
|
Amount
represents less than $1. |
|
††
|
Reflects
the unrealized appreciation (depreciation) of the instruments. |
|
|
Investments
|
U.S.
Government &
Agency
Obligations |
|
Purchases
|
$104,670,763
|
$7,595,436
|
|
Sales
|
103,940,346
|
8,758,482
|
|
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
(Depreciation)
|
|
Securities
|
$192,574,348
|
$9,308,413
|
$(2,084,855)
|
$7,223,558
|
|
Forward
foreign currency contracts |
—
|
24
|
(9,955)
|
(9,931)
|
|
Average
Daily
Balance*
|
Weighted
Average
Interest
Rate* |
Maximum
Amount
Outstanding
|
|
$6,419,043
|
4.671%
|
$7,203,229
|
|
* Averages
based on the number of days that the Fund had reverse repurchase agreements outstanding. |
|
ASSET
DERIVATIVES1
| |
|
|
Foreign
Exchange
Risk |
|
Forward
foreign currency contracts |
$24
|
|
LIABILITY
DERIVATIVES1
| |
|
|
Foreign
Exchange
Risk |
|
Forward
foreign currency contracts |
$9,955
|
|
1
|
Generally,
the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for
liability
derivatives is payables/net unrealized depreciation. |
|
AMOUNT
OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | |||
|
|
Foreign
Exchange
Risk |
Credit
Risk
|
Total
|
|
Swap
contracts |
—
|
$33,036
|
$33,036
|
|
Forward
foreign currency contracts |
$9,297
|
—
|
9,297
|
|
Total
|
$9,297
|
$33,036
|
$42,333
|
|
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 |
$(193,213
) |
—
|
(193,213
) |
|
Total
|
$(193,213
) |
$8,419
|
$(184,794
) |
|
|
Average
Market
Value*
|
|
Forward
foreign currency contracts (to buy) |
$330,834
|
|
Forward
foreign currency contracts (to sell) |
1,849,796
|
|
|
Average
Notional
Balance**
|
|
Credit
default swap contracts (sell protection)† |
$886,308
|
|
*
|
Based
on the average of the market values at each month-end during the period. |
|
**
|
Based
on the average of the notional amounts at each month-end during the period. |
|
†
|
At
December 31, 2025, there were no open positions held in this derivative. |
|
Counterparty
|
Gross
Assets
Subject
to
Master
Agreements1
|
Gross
Liabilities
Subject
to
Master
Agreements1
|
Net
Assets
(Liabilities)
Subject
to
Master
Agreements
|
Collateral
Pledged
(Received)
|
Net
Amount2,3
|
|
BNP
Paribas SA |
—
|
$(2,242)
|
$(2,242)
|
—
|
$(2,242)
|
|
Citibank
N.A. |
$24
|
(2)
|
22
|
—
|
22
|
|
JPMorgan
Chase & Co. |
—
|
(7,711)
|
(7,711)
|
—
|
(7,711)
|
|
Total
|
$24
|
$(9,955)
|
$(9,931)
|
—
|
$(9,931)
|
|
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
|
Net
amount may also include forward foreign currency exchange contracts that are not required to be
collateralized.
|
|
3
|
Represents
the net amount receivable (payable) from (to) the counterparty in the event of default. |
|
Record
Date |
Payable
Date |
Amount
|
|
1/23/2026
|
1/30/2026
|
$0.0700
|
|
2/20/2026
|
2/27/2026
|
$0.0700
|
|
3/24/2026
|
3/31/2026
|
$0.0700
|
|
4/23/2026
|
4/30/2026
|
$0.0700
|
|
5/21/2026
|
5/29/2026
|
$0.0700
|
|
|
Affiliate
Value at
December 31, 2024
|
Purchased
|
Sold
| ||
|
Cost
|
Shares
|
Proceeds
|
Shares
| ||
|
Western
Asset
Premier
Institutional
Government
Reserves,
Premium
Shares
|
$2,219,515
|
$56,200,013
|
56,200,013
|
$57,591,252
|
57,591,252
|
|
(cont’d)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease)
in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
December
31,
2025
|
|
Western
Asset Premier
Institutional
Government
Reserves,
Premium
Shares |
—
|
$76,559
|
—
|
$828,276
|
|
|
2025
|
2024
|
|
Distributions
paid from: |
|
|
|
Ordinary
income |
$9,047,554
|
$9,967,104
|
|
Tax
return of capital |
919,550
|
—
|
|
Total
distributions paid |
$9,967,104
|
$9,967,104
|
|
Deferred
capital losses* |
$(26,124,065)
|
|
Other
book/tax temporary differences(a)
|
9,931
|
|
Unrealized
appreciation (depreciation)(b)
|
7,208,567
|
|
Total
distributable earnings (loss) — net |
$(18,905,567)
|
|
*
|
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 realization for tax purposes of unrealized gains
(losses)
on foreign currency contracts. |
|
(b)
|
The
difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral
of losses on wash sales, book/tax differences in the accrual of interest income on securities in default
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 complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
49
|
|
Other
Trusteeships held by Trustee during the past five years |
Director
and Trustee (since 1990) and Chairman (2017 to 2024
and
2005 to 2012) of various series of New York Life
Investments
Family of Funds (86 funds), including certain series
previously
known as the MainStay Family of 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)4
|
|
Number
of portfolios in fund complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
49
|
|
Other
Trusteeships held by Trustee during the past five years |
Director
of Columbia Bank (2025 to present, coincident with
Columbia
Bank’s acquisition of Pacific Premier Bank); formerly,
Director
of Pacific Premier Bancorp Inc. and Pacific Premier Bank
(2019
to 2025); Director of EXL (operations management and
analytics
company) (2018 to 2025); 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 complex2
overseen by Trustee
(including
the Fund)3
|
49
|
|
Other
Trusteeships held by Trustee during the past five years |
Director
of Pacific Mutual Holding Company (since 2016);5
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. Olson6
| |
|
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 complex2
overseen by Trustee
(including
the Fund)3
|
49
|
|
Other
Trusteeships held by Trustee during the past five years |
Director
of Andersen Group Inc. (professional services company)
(since
2025); formerly, Director of Berkshire Hathaway, Inc. (1997
to
2025); Director of Provivi, Inc. (2017 to 2024)
|
|
|
|
|
Interested
Trustee and Officer
| |
|
Jane
Trust, CFA7
| |
|
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 118
funds
associated with FTFA or its affiliates (since 2015); Trustee
of
Putnam Family of Funds consisting of 105 portfolios; 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 complex2
overseen by Trustee
(including
the Fund)3
|
Trustee/Director
of Franklin Templeton funds consisting of 118
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
One
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 began8
|
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 began8
|
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 began8
|
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
One
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 began8
|
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
One
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 began8
|
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)
|
$4,771,490
|
|
Section
163(j) Interest Earned |
§163(j)
|
$7,801,607
|
|
Interest
Earned from Federal Obligations |
Note
(1) |
$58,263
|
(b) Not applicable
| ITEM 2. | CODE OF ETHICS. |
a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Audit Committee of the Registrant’s Board of Trustees is comprised solely of Trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002 (the “Regulations”)). In addition, the Board of Trustees of the Registrant has determined that Mr. Robert Abeles, Jr. qualifies as an “audit committee financial expert” (as such term has been defined in the Regulations) based on its review of his pertinent experience, knowledge and education.
(Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations or liability of any other member of the audit committee or Board of Trustees.).
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2024 and December 31, 2025 (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 $70,164 in December 31, 2024 and $70,866 in December 31, 2025.
(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, 2024 and $0 in December 31, 2025.
(c) Tax Fees. he 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, 2024 and $10,000 in December 31, 2025. 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 the Registrant’s investment manager and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the Registrant (“Service Affiliates”) during the Reporting Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported in paragraphs (a) through (c) of this item, were $0 in December 31, 2024 and $0 in December 31, 2025.
There were no other non-audit services rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(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 the Registrant’s investment manager 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 service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“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 the 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 the Registrant and the Service Affiliates during the reporting period were $334,889 in December 31, 2024 and $344,935 in December 31, 2025.
h) Yes. The Registrant’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 Auditor’s independence. All services provided by the Auditor to the Registrant or to the 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 D. Agdern
Jane Dasher
Anita DeFrantz
Susan Kerley
Michael Larson
Avedick B. Poladian
William E.B. Siart
Jaynie Miller Studenmund
Peter Taylor
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
| (a) | Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| (b) | Not applicable. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS 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 POLICIES 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 | ||
|
Christopher 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.
| ||
|
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) | ||
|
Walter Kilcullen Western Asset 385 East Colorado Blvd Pasadena, CA 91101 |
Since 2025 |
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 since 2002.
|
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of December 31, 2025.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
| Michael C. Buchanan ‡ | Other Registered Investment Companies | 61 | $83.34 billion | None | None |
| Other Pooled Vehicles | 189 | $47.17 billion | 16 | $3.01 billion | |
| Other Accounts | 273 | $79.61 billion | 11 | $6.20 billion | |
| Christopher Kilpatrick‡ | Other Registered Investment Companies | 11 | $4.53 billion | None | None |
| Other Pooled Vehicles | 7 | $546 million | 3 | $389 million | |
| Other Accounts | 13 | $820 million | None | None | |
| Ryan Brist‡ | Other Registered Investment Companies | 27 | $11.00 billion | None | None |
| Other Pooled Vehicles | 15 | $13.22 billion | None | None | |
| Other Accounts | 74 | $31.20 billion | 4 | $1.51 billion | |
| Walter Kilcullen‡ | Other Registered Investment Companies | 8 | $3.01 billion | None | None |
| Other Pooled Vehicles | 13 | $6.11 billion | 3 | $389 million | |
| Other Accounts | 11 | $1.54 billion | None | None |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). They are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): Portfolio Manager Compensation (As of December 31, 2025):
Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of December 31, 2025.
Investment Professional(s) |
Dollar Range of | |
| Michael C. Buchanan | A | |
| Christopher Kilpatrick | A | |
|
Ryan Brist Walter Kilcullen |
A A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
| ITEM 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. |
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| 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 27, 2026 | |
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 27, 2026 |
| By: | /s/ Christopher Berarducci | |
| Christopher Berarducci | ||
| Principal Financial Officer | ||
| Date: | February 27, 2026 |
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.
|
||
| 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 27, 2026 | /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 27, 2026 | /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, 2025 (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 Diversified Income Fund | Western Asset Diversified Income Fund | |
| /s/ Jane Trust | /s/ Christopher Berarducci | |
| Jane Trust | Christopher Berarducci | |
| Date: February 27, 2026 | Date: February 27, 2026 |
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.
N-2 |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Cover [Abstract] | |
| Entity Central Index Key | 0001163792 |
| Amendment Flag | false |
| Entity Inv Company Type | N-2 |
| Document Type | N-CSR |
| Entity Registrant Name | Western Asset Premier Bond Fund |
| Document Period End Date | Dec. 31, 2025 |
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