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WEA Western Asset Premier Bond Fund

10.69
0.00 (0.00%)
Pre Market
Last Updated: 12:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Western Asset Premier Bond Fund NYSE:WEA NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 10.69 0 12:00:00

Certified Annual Shareholder Report for Management Investment Companies (n-csr)

01/03/2023 5:24pm

Edgar (US Regulatory)


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-10603

 

 

Western Asset Premier Bond Fund

Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Marc A. De Oliveira.

Franklin Templeton

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 1-888-777-0102

Date of fiscal year end: December 31

Date of reporting period: December 31, 2022

 

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.


LOGO

 

Annual Report   December 31, 2022

WESTERN ASSET

PREMIER BOND FUND (WEA)

 

 

 

 

 

LOGO

 

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


 

What’s inside      
Letter from the president     III  
Fund overview     1  
Fund at a glance     6  
Fund performance     7  
Schedule of investments     9  
Statement of assets and liabilities     27  
Statement of operations     28  
Statements of changes in net assets     29  
Statement of cash flows     30  
Financial highlights     31  
Notes to financial statements     33  
Report of independent registered public accounting firm     50  
Additional information     51  
Annual chief executive officer and principal financial officer certifications     57  
Other shareholder communications regarding accounting matters     58  
Summary of information regarding the Fund     59  
Dividend reinvestment plan     73  
Important tax information     75  

 

    

Fund objective

The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds.

Under normal market conditions, the Fund expects to invest substantially all (but at least 80%) of its total managed assets in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities, and at least 65% of its total managed assets in bonds that, at the time of purchase, are of investment grade quality. The Fund may invest up to 35% of its total managed assets in bonds of below investment grade quality (commonly referred to as “junk bonds”) at the time of purchase. The Fund may invest in securities or instruments other than bonds (including preferred stock) and may invest up to 10% of its total managed assets in instruments denominated in currencies other than the U.S. dollar. The Fund may invest in a variety of derivative instruments for investment or risk management purposes. The Fund expects that the average effective duration of its portfolio will range between 3.5 and seven years, although this target duration may change from time to time. Trust preferred interests and capital securities are considered bonds and not preferred stock for purposes of the foregoing guidelines.

 

 

II

   Western Asset Premier Bond Fund


Letter from the president

 

LOGO

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Premier Bond Fund for the twelve-month reporting period ended December 31, 2022. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

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

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

President and Chief Executive Officer

January 31, 2023

 

Western Asset Premier Bond Fund  

 

III


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds. Under normal market conditions, the Fund expects to invest substantially all (but at least 80%) of its total managed assetsi in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities, and at least 65% of its total managed assets in bonds that, at the time of purchase, are of investment grade quality. The Fund may invest up to 35% of its total managed assets in bonds of below investment grade quality (commonly referred to as “junk” bonds) at the time of purchase. The Fund may invest in securities or instruments other than bonds (including preferred stock) and may invest up to 10% of its total managed assets in instruments denominated in currencies other than the U.S. dollar. The Fund may invest in a variety of derivative instruments for investment or risk management purposes. The Fund expects that the average effective duration of its portfolio will range between 3.5 and seven years, although this target duration may change from time to time. Trust preferred interests and capital securities are considered bonds and not preferred stock for purposes of the foregoing guidelines. If a security is rated by multiple nationally recognized statistical rating organizations (“NRSROs”) and receives different ratings, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.

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

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

A. Fixed income markets experienced periods of volatility and fell sharply over the twelve-month reporting period ended December 31, 2022. The market’s decline was driven by a number of factors, including elevated and persistent inflation, aggressive Federal Reserve Board (the “Fed”) monetary policy tightening, the repercussions from the COVID-19 pandemic and its variants, the weakening global economy, and the war in Ukraine.

Short-term U.S. Treasury yields moved sharply higher as the Fed began to aggressively raise interest rates in March 2022 in an attempt to rein in inflation. Over the next nine months, the central bank hiked rates an additional six times, bringing the federal funds rate to a range between 4.25% and 4.50% — the highest level since 2008. The yield for the two-year Treasury note began the reporting period at 0.73% (the low for the reporting period) and ended the period at 4.41%. The peak of 4.72% occurred on November 7, 2022. The

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

1


Fund overview (cont’d)

 

yield for the ten-year Treasury note began the reporting period at 1.52% (the low for the reporting period) and ended the period at 3.88%. The peak of 4.25% took place on October 24, 2022.

All told, the Bloomberg U.S. Aggregate Indexii returned -13.01% for the twelve months ended December 31, 2022. For comparison purposes, riskier fixed income securities, including high yield bonds and emerging market debt, produced mixed results. Over the fiscal year, the Bloomberg U.S. Corporate High Yield — 2% Issuer Cap Indexiii and the JPMorgan Emerging Markets Bond Index Globaliv returned -11.18% and -16.45%, respectively.

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

A. A number of adjustments were made to the Fund’s portfolio during the reporting period. We reduced duration given our expectations for rising rates. We increased the Fund’s allocation to investment-grade bonds, mainly in financials (banking and insurance), industrials (basic industry), consumer non-cyclicals1 and energy. In contrast, we reduced the Fund’s allocations to below-investment-grade corporate bonds, bank loans and emerging markets.

During the reporting period, we employed currency forwards to manage the Fund’s currency exposure, which contributed to the performance.

The use of leverage was tactically managed during the reporting period. The Fund ended the period with leverage as a percentage of total assets at roughly 34%, versus 29% from the beginning of the reporting period. Overall, leverage detracted from performance given the negative total return of the assets of the Fund in 2022.

Performance Review

For the twelve months ended December 31, 2022, Western Asset Premier Bond Fund returned -16.21% based on its net asset value (“NAV”)v and -20.29% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Bloomberg U.S. Corporate High Yield Indexvi and the Bloomberg U.S. Credit Indexvii, returned -11.19% and -15.26%, respectively, for the same period. The Lipper Corporate BBB-Rated Debt Closed-End Funds (Leveraged) Category Averageviii returned -18.28% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

The Fund has a practice of seeking to maintain a relatively stable level of distributions to shareholders. This practice has no impact on the Fund’s investment strategy and may reduce the Fund’s NAV. The Fund’s manager believes the practice helps maintain the Fund’s competitiveness and may benefit the Fund’s market price and premium/discount to the Fund’s NAV.

 

1 

Non-cyclicals consists of the following industries: consumer products, food/beverage, health care, pharmaceuticals, supermarkets and tobacco.

 

 

2

    Western Asset Premier Bond Fund 2022 Annual Report


 

During the twelve-month period, the Fund made distributions to shareholders totaling $0.79 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of December 31, 2022. Past performance is no guarantee of future results.

 

Performance Snapshot as of December 31, 2022  
Price Per Share   12-Month
Total Return**
 
$11.23 (NAV)     -16.21 %† 
$10.64 (Market Price)     -20.29 %‡ 

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

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

† Total return assumes the reinvestment of all distributions at NAV.

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

Q. What were the leading contributors to performance?

A. Among the largest contributors to the Fund’s absolute performance during the reporting period was its exposure to Capital Goods, led by positions in TransDigm Group and General Electric. Within the energy sector, a position in Southwestern Energy added the most value. In terms of the transportation space, an allocation to American Airlines was rewarded.

Q. What were the leading detractors from performance?

A. The largest detractor from absolute performance was the Fund’s exposure to banking, driven by a position in Credit Suisse. Within the communications space, an allocation to Charter Communications was a headwind for returns. Elsewhere, the Fund’s emerging market sovereign exposure detracted from performance, partially due to our Russia exposure.

Looking for additional information?

The Fund is traded under the symbol “WEA” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol “XWEAX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information.

In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.franklintempleton.com. In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday

 

*

For the tax character of distributions paid during the fiscal year ended December 31, 2022, please refer to page 46 of this report.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

3


Fund overview (cont’d)

 

through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

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

Sincerely,

Western Asset Management Company, LLC

January 24, 2023

RISKS: The Fund is a diversified closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common shares are traded on the NYSE. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Diversification does not assure against market loss. The Fund’s investments are subject to a number of risks, including credit, inflation and interest rate risks. As interest rates rise, bond prices fall, reducing the value of a fixed income investment’s price. The Fund may invest in high yield bonds (commonly referred to as “junk” bonds), which are rated below investment grade and carry more risk than higher-rated securities. To the extent that the Fund invests in asset-backed, mortgage-backed or mortgage-related securities, its exposure to prepayment and extension risks may be greater than if it invested in other fixed income securities. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and social, political and economic uncertainties which could result in significant volatility. These risks are magnified in emerging or developing markets. Emerging market countries tend to have economic, political, and legal systems that are less developed and are less stable than those of more developed countries. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadvisers. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.

This material is not intended as a recommendation or as investment advice of any kind, including in connection with rollovers, transfers, and distributions. Such material is not provided in a fiduciary capacity, may not be relied upon for or in connection with the making of investment decisions, and does not constitute a solicitation of an offer to buy or sell securities. All content has been provided for informational or educational purposes only and is not intended to be and should not be construed as legal or tax advice and/or a legal opinion. Always consult a financial, tax and/or legal professional regarding your specific situation.

 

 

4

    Western Asset Premier Bond Fund 2022 Annual Report


 

Portfolio holdings and breakdowns are as of December 31, 2022 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 9 through 26 for a list and percentage breakdown of the Fund’s holdings.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. Portfolio holdings are subject to change at any time and may not be representative of the portfolio managers’ current or future investments. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2022 were: financials (30.0%), energy (21.4%), consumer discretionary (18.2%), industrials (16.0%) and communication services (15.8%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

i 

“Total managed assets” equals the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).

 

ii 

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

 

iii 

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

 

iv 

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

 

v 

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

 

vi 

The Bloomberg U.S. Corporate High Yield Index covers the universe of fixed-rate, non-investment grade debt, including corporate and non-corporate sectors. Pay-in-kind (“PIK”) bonds, Eurobonds and debt issues from countries designated as emerging markets are excluded, but Canadian and global bonds (SEC registered) of issuers in non-emerging market countries are included. Original issue zero coupon bonds, step-up coupon structures and 144A securities are also included.

 

vii 

The Bloomberg U.S. Credit Index is an index composed of corporate and non-corporate debt issues that are investment grade (rated Baa3/BBB- or higher).

 

viii 

Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 8 funds in the Fund’s Lipper category.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

5


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

LOGO

 

The bar graph above represents the Fund’s portfolio as of December 31, 2022 and December 31, 2021 and does not include derivatives, such as forward foreign currency contracts. The Fund’s portfolio is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

 

6

    Western Asset Premier Bond Fund 2022 Annual Report


Fund performance (unaudited)

 

  Net Asset Value       
Average annual total returns1        
Twelve Months Ended 12/31/22      -16.21
Five Years Ended 12/31/22      0.69  
Ten Years Ended 12/31/22      3.79  
Cumulative total returns1        
12/31/12 through 12/31/22      45.08
  
  Market Price       
Average annual total returns2        
Twelve Months Ended 12/31/22      -20.29
Five Years Ended 12/31/22      0.89  
Ten Years Ended 12/31/22      3.03  
Cumulative total returns2        
12/31/12 through 12/31/22      34.78

All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

 

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.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

7


Fund performance (unaudited) (cont’d)

 

Historical performance

Value of $10,000 invested in

Western Asset Premier Bond Fund vs. Bloomberg U.S. Corporate High Yield Index and Bloomberg U.S. Credit Index† — December 2012 - December 2022

 

LOGO

All figures represent past performance and are not a guarantee of future results. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.

 

Hypothetical illustration of $10,000 invested in Western Asset Premier Bond Fund on December 31, 2012, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan through December 31, 2022. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg U.S. Corporate High Yield Index and the Bloomberg U.S. Credit Index (together, the “Indices”). The Bloomberg U.S. Corporate High Yield Index covers the universe of fixed-rate, non-investment grade debt, including corporate and non-corporate sectors. Pay-in-kind (“PIK”) bonds, Eurobonds and debt issues from countries designated as emerging markets are excluded, but Canadian and global bonds (SEC registered) of issuers in non-emerging market countries are included. Original issue zero coupon bonds, step-up coupon structures and 144A securities are also included. The Bloomberg U.S. Credit Index is an index composed of corporate and non-corporate debt issues that are investment grade. The Indices are unmanaged. Please note that an investor cannot invest directly in an index.

 

 

8

    Western Asset Premier Bond Fund 2022 Annual Report


Schedule of investments

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  
Corporate Bonds & Notes — 117.4%                                
Communication Services — 14.7%                                

Diversified Telecommunication Services — 4.0%

 

                       

Altice Financing SA, Senior Secured Notes

    5.750     8/15/29       200,000     $ 157,688  (a) 

Altice France Holding SA, Senior Notes

    6.000     2/15/28       620,000       367,314  (a) 

Altice France Holding SA, Senior Secured Notes

    10.500     5/15/27       910,000       695,831  (a) 

Altice France SA, Senior Secured Notes

    5.125     7/15/29       200,000       150,306  (a) 

Altice France SA, Senior Secured Notes

    5.500     10/15/29       360,000       275,153  (a) 

Lumen Technologies Inc., Senior Notes

    7.600     9/15/39       1,050,000       718,632  (b) 

Orange SA, Senior Notes

    9.000     3/1/31       600,000       735,834  

Telecom Italia SpA, Senior Notes

    5.303     5/30/24       250,000       237,375  (a) 

Verizon Communications Inc., Senior Notes

    3.875     2/8/29       1,670,000       1,570,393  

Verizon Communications Inc., Senior Notes

    2.355     3/15/32       500,000       397,674  

Total Diversified Telecommunication Services

 

                    5,306,200  

Entertainment — 0.2%

                               

Netflix Inc., Senior Notes

    6.375     5/15/29       310,000       319,600  

Interactive Media & Services — 0.3%

                               

Match Group Holdings II LLC, Senior Notes

    3.625     10/1/31       500,000       384,082  (a) 

Media — 7.1%

                               

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

    4.250     1/15/34       1,600,000       1,184,000  (a)(b) 

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

    4.200     3/15/28       1,000,000       920,866  (b) 

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

    6.384     10/23/35       420,000       410,882  (b) 

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

    6.484     10/23/45       1,130,000       1,023,805  (b) 

Comcast Corp., Senior Notes

    7.050     3/15/33       1,000,000       1,155,295  (b) 

DirecTV Financing LLC/DirecTV Financing Co-Obligor Inc., Senior Secured Notes

    5.875     8/15/27       2,720,000       2,438,643  (a)(b) 

DISH DBS Corp., Senior Notes

    5.875     11/15/24       450,000       419,082  (b) 

DISH DBS Corp., Senior Notes

    7.750     7/1/26       710,000       574,000  (b) 

DISH DBS Corp., Senior Notes

    7.375     7/1/28       940,000       666,578  (b) 

Time Warner Cable LLC, Senior Secured Notes

    7.300     7/1/38       720,000       716,958  

Total Media

 

                    9,510,109  

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

9


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Wireless Telecommunication Services — 3.1%

                               

CSC Holdings LLC, Senior Notes

    5.000     11/15/31       1,800,000     $ 1,008,000  (a)(b) 

Sprint Capital Corp., Senior Notes

    6.875     11/15/28       420,000       436,882  (b) 

Sprint Capital Corp., Senior Notes

    8.750     3/15/32       30,000       35,771  (b) 

Sprint LLC, Senior Notes

    7.875     9/15/23       760,000       772,301  (b) 

T-Mobile USA Inc., Senior Notes

    3.500     4/15/31       1,140,000       986,926  (b) 

Vmed O2 UK Financing I PLC, Senior Secured Notes

    4.750     7/15/31       1,040,000       846,877  (a) 

Total Wireless Telecommunication Services

 

                    4,086,757  

Total Communication Services

                            19,606,748  
Consumer Discretionary — 15.7%                                

Auto Components — 1.7%

                               

Adient Global Holdings Ltd., Senior Notes

    4.875     8/15/26       580,000       540,815  (a) 

American Axle & Manufacturing Inc., Senior Notes

    6.500     4/1/27       900,000       813,207  (b) 

JB Poindexter & Co. Inc., Senior Notes

    7.125     4/15/26       1,020,000       985,911  (a)(b) 

Total Auto Components

                            2,339,933  

Automobiles — 3.6%

                               

Ford Motor Co., Senior Notes

    3.250     2/12/32       1,700,000       1,277,927  (b) 

General Motors Co., Senior Notes

    6.125     10/1/25       130,000       132,437  (b) 

General Motors Co., Senior Notes

    4.200     10/1/27       750,000       706,489  (b) 

General Motors Co., Senior Notes

    6.600     4/1/36       140,000       137,614  (b) 

Mercedes-Benz Finance North America LLC, Senior Notes

    8.500     1/18/31       1,000,000       1,235,922  

Nissan Motor Acceptance Co. LLC, Senior Notes

    2.750     3/9/28       1,570,000       1,274,112  (a)(b) 

Total Automobiles

                            4,764,501  

Diversified Consumer Services — 1.2%

                               

APCOA Parking Holdings GmbH, Senior Secured Notes

    4.625     1/15/27       130,000  EUR      120,160  (c) 

APCOA Parking Holdings GmbH, Senior Secured Notes

    4.625     1/15/27       320,000  EUR      295,779  (a) 

Carriage Services Inc., Senior Notes

    4.250     5/15/29       800,000       636,319  (a) 

StoneMor Inc., Senior Secured Notes

    8.500     5/15/29       430,000       344,559  (a) 

WW International Inc., Senior Secured Notes

    4.500     4/15/29       320,000       160,285  (a) 

Total Diversified Consumer Services

                            1,557,102  

Hotels, Restaurants & Leisure — 8.2%

                               

Carnival Corp., Senior Notes

    7.625     3/1/26       990,000       786,421  (a)(b) 

IRB Holding Corp., Senior Secured Notes

    7.000     6/15/25       430,000       429,592  (a) 

Las Vegas Sands Corp., Senior Notes

    3.900     8/8/29       2,610,000       2,203,982  (b) 

 

See Notes to Financial Statements.

 

 

10

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Hotels, Restaurants & Leisure — continued

                               

Marston’s Issuer PLC, Secured Notes (3 mo. GBP LIBOR + 2.669%)

    5.549     7/16/35       540,000  GBP    $ 486,590  (c)(d) 

NCL Corp. Ltd., Senior Notes

    3.625     12/15/24       760,000       650,513  (a)(b) 

NCL Corp. Ltd., Senior Notes

    7.750     2/15/29       130,000       97,999  (a) 

NCL Finance Ltd., Senior Notes

    6.125     3/15/28       700,000       517,630  (a) 

Royal Caribbean Cruises Ltd., Senior Notes

    5.375     7/15/27       1,150,000       932,594  (a)(b) 

Royal Caribbean Cruises Ltd., Senior Notes

    5.500     4/1/28       720,000       575,870  (a) 

Saga PLC, Senior Notes

    3.375     5/12/24       460,000  GBP      501,826  (c) 

Saga PLC, Senior Notes

    5.500     7/15/26       300,000  GBP      272,014  (c) 

Sands China Ltd., Senior Notes

    3.350     3/8/29       410,000       335,508  

Sands China Ltd., Senior Notes

    4.875     6/18/30       240,000       211,234  

Sands China Ltd., Senior Notes

    3.750     8/8/31       1,340,000       1,056,263  

Wheel Bidco Ltd., Senior Secured Notes

    6.750     7/15/26       250,000  GBP      244,253  (a) 

Wynn Macau Ltd., Senior Notes

    5.500     1/15/26       400,000       367,568  (a) 

Wynn Macau Ltd., Senior Notes

    5.625     8/26/28       200,000       171,259  (a) 

Wynn Macau Ltd., Senior Notes

    5.125     12/15/29       1,370,000       1,110,693  (a) 

Total Hotels, Restaurants & Leisure

                            10,951,809  

Household Durables — 0.8%

                               

Lennar Corp., Senior Notes

    5.000     6/15/27       430,000       418,879  

Lennar Corp., Senior Notes

    4.750     11/29/27       250,000       241,436  

Newell Brands Inc., Senior Notes

    4.875     6/1/25       420,000       409,135  

Total Household Durables

                            1,069,450  

Specialty Retail — 0.2%

                               

Michaels Cos. Inc., Senior Notes

    7.875     5/1/29       340,000       227,782  (a) 

Total Consumer Discretionary

                            20,910,577  
Consumer Staples — 3.7%                                

Beverages — 1.1%

                               

Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide Inc., Senior Notes

    4.700     2/1/36       1,540,000       1,460,258  (b) 

Food & Staples Retailing — 1.0%

                               

Bellis Acquisition Co. PLC, Senior Secured Notes

    3.250     2/16/26       140,000  GBP      138,343  (c) 

CVS Pass-Through Trust

    5.789     1/10/26       148,645       147,628  (a) 

CVS Pass-Through Trust

    7.507     1/10/32       285,309       297,055  (a)(b) 

CVS Pass-Through Trust, Secured Trust

    5.880     1/10/28       220,335       217,989  

CVS Pass-Through Trust, Secured Trust

    6.943     1/10/30       262,563       267,449  (b) 

CVS Pass-Through Trust, Senior Secured Trust

    6.036     12/10/28       240,280       236,760  (b) 

Total Food & Staples Retailing

                            1,305,224  

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

11


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Food Products — 0.9%

                               

Kraft Heinz Foods Co., Senior Notes

    5.500     6/1/50       340,000     $ 326,813  (b) 

Pilgrim’s Pride Corp., Senior Notes

    5.875     9/30/27       920,000       893,960  (a)(b) 

Total Food Products

                            1,220,773  

Tobacco — 0.7%

                               

Altria Group Inc., Senior Notes

    2.450     2/4/32       1,000,000       756,854  

Reynolds American Inc., Senior Notes

    5.850     8/15/45       260,000       222,541  

Total Tobacco

                            979,395  

Total Consumer Staples

                            4,965,650  
Energy — 21.4%                                

Energy Equipment & Services — 0.1%

                               

Sunnova Energy Corp., Senior Notes

    5.875     9/1/26       100,000       89,464  (a) 

Oil, Gas & Consumable Fuels — 21.3%

                               

Anadarko Finance Co., Senior Notes

    7.500     5/1/31       570,000       571,853  

Burlington Resources LLC, Senior Notes

    7.400     12/1/31       450,000       518,449  

Continental Resources Inc., Senior Notes

    3.800     6/1/24       560,000       545,472  

Continental Resources Inc., Senior Notes

    4.375     1/15/28       210,000       192,757  

Continental Resources Inc., Senior Notes

    4.900     6/1/44       250,000       185,781  

Diamondback Energy Inc., Senior Notes

    3.500     12/1/29       400,000       351,805  

Ecopetrol SA, Senior Notes

    5.875     9/18/23       45,000       44,808  

Ecopetrol SA, Senior Notes

    5.375     6/26/26       750,000       709,013  

Ecopetrol SA, Senior Notes

    5.875     5/28/45       390,000       272,389  

Ecopetrol SA, Senior Notes

    5.875     11/2/51       2,400,000       1,617,581  

Energy Transfer LP, Junior Subordinated Notes (6.625% to 2/15/28 then 3 mo. USD LIBOR + 4.155%)

    6.625     2/15/28       610,000       455,213  (b)(d)(e) 

Energy Transfer LP, Junior Subordinated Notes (6.750% to 5/15/25 then 5 year Treasury Constant Maturity Rate + 5.134%)

    6.750     5/15/25       350,000       304,063  (b)(d)(e) 

Energy Transfer LP, Junior Subordinated Notes (7.125% to 5/15/30 then 5 year Treasury Constant Maturity Rate + 5.306%)

    7.125     5/15/30       1,310,000       1,097,125  (b)(d)(e) 

EOG Resources Inc., Senior Notes

    3.150     4/1/25       2,250,000       2,173,220  (b) 

EQM Midstream Partners LP, Senior Notes

    4.500     1/15/29       230,000       193,521  (a) 

EQM Midstream Partners LP, Senior Notes

    7.500     6/1/30       280,000       270,172  (a) 

EQT Corp., Senior Notes

    3.900     10/1/27       1,050,000       971,633  (b) 

EQT Corp., Senior Notes

    5.000     1/15/29       1,260,000       1,187,145  (b) 

KazMunayGas National Co. JSC, Senior Notes

    3.500     4/14/33       770,000       575,021  (a) 

Kinder Morgan Inc., Senior Notes

    7.750     1/15/32       190,000       214,232  

 

See Notes to Financial Statements.

 

 

12

    Western Asset Premier Bond Fund 2022 Annual Report


    

 

    

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Oil, Gas & Consumable Fuels — continued

                               

Kinder Morgan Inc., Senior Notes

    5.550     6/1/45       1,500,000     $ 1,374,737  (b) 

NGPL PipeCo LLC, Senior Notes

    7.768     12/15/37       490,000       512,049  (a) 

Occidental Petroleum Corp., Senior Notes

    6.200     3/15/40       250,000       245,093  

Petrobras Global Finance BV, Senior Notes

    5.999     1/27/28       710,000       707,320  

Petrobras Global Finance BV, Senior Notes

    6.750     1/27/41       920,000       860,359  

Petroleos del Peru SA, Senior Notes

    4.750     6/19/32       1,270,000       983,869  (a) 

Petroleos Mexicanos, Senior Notes

    5.500     6/27/44       360,000       212,148  

Range Resources Corp., Senior Notes

    4.875     5/15/25       190,000       180,791  

Range Resources Corp., Senior Notes

    8.250     1/15/29       300,000       309,537  

Rockies Express Pipeline LLC, Senior Notes

    7.500     7/15/38       350,000       326,219  (a) 

Sabine Pass Liquefaction LLC, Senior Secured Notes

    5.750     5/15/24       440,000       440,344  

Sabine Pass Liquefaction LLC, Senior Secured Notes

    5.000     3/15/27       1,850,000       1,816,798  (b) 

Summit Midstream Holdings LLC/Summit Midstream Finance Corp., Secured Notes

    8.500     10/15/26       280,000       267,075  (a) 

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

    6.500     7/15/27       250,000       251,992  

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

    6.875     1/15/29       20,000       20,195  

Transcontinental Gas Pipe Line Co. LLC, Senior Notes

    7.850     2/1/26       1,000,000       1,068,393  (b) 

Transportadora de Gas del Peru SA, Senior Notes

    4.250     4/30/28       1,750,000       1,642,638  (a) 

Transportadora de Gas del Sur SA, Senior Notes

    6.750     5/2/25       300,000       278,456  (a) 

Western Midstream Operating LP, Senior Notes

    4.300     2/1/30       2,200,000       1,925,385  (b) 

Western Midstream Operating LP, Senior Notes

    5.300     3/1/48       100,000       82,400  

Western Midstream Operating LP, Senior Notes

    5.500     2/1/50       1,680,000       1,386,966  (b) 

Williams Cos. Inc., Senior Notes

    4.550     6/24/24       60,000       59,378  

Williams Cos. Inc., Senior Notes

    7.500     1/15/31       443,000       486,336  

Williams Cos. Inc., Senior Notes

    8.750     3/15/32       39,000       46,072  

YPF SA, Senior Notes

    8.500     7/28/25       630,000       529,343  (a) 

Total Oil, Gas & Consumable Fuels

                            28,465,146  

Total Energy

                            28,554,610  

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

13


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  
Financials — 30.0%                                

Banks — 20.7%

                               

Banco Mercantil del Norte SA, Junior Subordinated Notes (6.625% to 1/24/32 then 10 year Treasury Constant Maturity Rate + 5.034%)

    6.625     1/24/32       720,000     $ 597,471  (a)(d)(e) 

Bank of America Corp., Subordinated Notes

    4.250     10/22/26       2,200,000       2,128,158  (b) 

Barclays PLC, Junior Subordinated Notes (7.750% to 9/15/23 then USD 5 year ICE Swap Rate + 4.842%)

    7.750     9/15/23       230,000       225,124  (b)(d)(e) 

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

    8.000     6/15/24       320,000       311,714  (b)(d)(e) 

Barclays PLC, Subordinated Notes

    5.200     5/12/26       1,000,000       973,726  (b) 

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

    5.125     1/18/33       300,000       269,769  (a)(d) 

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

    7.375     8/19/25       1,010,000       999,367  (a)(d)(e) 

BPCE SA, Subordinated Notes

    5.150     7/21/24       1,000,000       979,508  (a) 

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

    5.950     5/15/25       900,000       811,755  (b)(d)(e) 

Citigroup Inc., Subordinated Notes

    3.500     5/15/23       500,000       497,660  (b) 

Citigroup Inc., Subordinated Notes

    4.125     7/25/28       800,000       746,111  (b) 

Citigroup Inc., Subordinated Notes

    6.625     6/15/32       1,000,000       1,056,154  (b) 

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

    8.125     12/23/25       1,080,000       1,097,496  (a)(d)(e) 

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

    6.000     5/22/27       400,000       368,124  (d)(e) 

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

    6.500     3/23/28       1,130,000       1,042,900  (d)(e) 

HSBC Holdings PLC, Subordinated Notes (8.113% to 11/3/32 then SOFR + 4.250%)

    8.113     11/3/33       700,000       742,763  (d) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.017     6/26/24       1,320,000       1,269,667  (a) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.710     1/15/26       2,070,000       1,991,535  (a) 

 

See Notes to Financial Statements.

 

 

14

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Banks — continued

                               

Intesa Sanpaolo SpA, Subordinated Notes (4.198% to 6/1/31 then 1 year Treasury Constant Maturity Rate + 2.600%)

    4.198     6/1/32       400,000     $ 294,698  (a)(d) 

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

    6.000     8/1/23       2,600,000       2,549,560  (b)(d)(e) 

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

    6.100     10/1/24       400,000       389,558  (b)(d)(e) 

JPMorgan Chase & Co., Subordinated Notes

    4.950     6/1/45       500,000       449,133  (b) 

Lloyds Banking Group PLC, Junior Subordinated Notes (6.750% to 6/27/26 then 5 year Treasury Constant Maturity Rate + 4.815%)

    6.750     6/27/26       500,000       474,927  (d)(e) 

Lloyds Banking Group PLC, Subordinated Notes

    4.650     3/24/26       1,500,000       1,438,057  

NatWest Group PLC, Subordinated Notes

    6.000     12/19/23       150,000       150,798  

NatWest Group PLC, Subordinated Notes

    5.125     5/28/24       1,330,000       1,317,685  

NatWest Markets NV, Subordinated Notes

    7.750     5/15/23       140,000       140,341  

Santander UK Group Holdings PLC, Subordinated Notes

    5.625     9/15/45       1,000,000       768,629  (a) 

UniCredit SpA, Subordinated Notes (2.000%to 9/23/24 then EUR 5 year Swap Rate + 2.400%)

    2.000     9/23/29       400,000  EUR      393,525  (c)(d) 

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

    7.296     4/2/34       880,000       808,149  (a)(b)(d) 

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

    5.900     6/15/24       2,500,000       2,245,275  (b)(d)(e) 

Total Banks

                            27,529,337  

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       2,300,000       1,837,010  (b)(d)(e) 

Credit Suisse Group AG, Junior Subordinated Notes (5.250% to 8/11/27 then 5 year Treasury Constant Maturity Rate + 4.889%)

    5.250     2/11/27       1,440,000       940,581  (a)(b)(d)(e) 

Credit Suisse Group AG, Junior Subordinated Notes (6.375% to 8/21/26 then 5 year Treasury Constant Maturity Rate + 4.822%)

    6.375     8/21/26       500,000       359,584  (a)(b)(d)(e) 

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

15


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Capital Markets — continued

                               

Credit Suisse Group AG, Junior Subordinated Notes (9.750% to 12/23/27 then 5 year Treasury Constant Maturity Rate + 6.383%)

    9.750     6/23/27       620,000     $ 541,612  (a)(b)(d)(e) 

Credit Suisse Group AG, Senior Notes (6.537% to 8/12/32 then SOFR + 3.920%)

    6.537     8/12/33       770,000       677,519  (a)(b)(d) 

Goldman Sachs Group Inc., Senior Notes (2.640% to 2/24/27 then SOFR + 1.114%)

    2.640     2/24/28       2,000,000       1,783,620  (d) 

UBS Group AG, Junior Subordinated Notes (6.875% to 8/7/25 then USD 5 year ICE Swap Rate + 4.590%)

    6.875     8/7/25       680,000       666,104  (c)(d)(e) 

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

    7.000     1/31/24       820,000       808,785  (a)(d)(e) 

Total Capital Markets

                            7,614,815  

Diversified Financial Services — 3.1%

                               

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

    3.400     10/29/33       2,500,000       1,902,269  

Ahold Lease USA Inc. Pass-Through-Trust, Senior Secured Notes

    8.620     1/2/25       112,473       115,651  

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

    6.500     9/15/24       1,949,728       1,661,461  (a)(f) 

Huarong Finance 2019 Co. Ltd., Senior Notes

    2.500     2/24/23       200,000       198,500  (c) 

Huarong Finance 2019 Co. Ltd., Senior Notes

    2.125     9/30/23       200,000       192,500  (c) 

Total Diversified Financial Services

                            4,070,381  

Insurance — 0.5%

                               

MetLife Inc., Junior Subordinated Notes

    10.750     8/1/39       500,000       665,455  

Total Financials

                            39,879,988  
Health Care — 8.1%                                

Biotechnology — 0.4%

                               

AbbVie Inc., Senior Notes

    2.950     11/21/26       500,000       465,691  

Health Care Providers & Services — 5.2%

                               

Centene Corp., Senior Notes

    3.375     2/15/30       2,940,000       2,492,017  (b) 

CVS Health Corp., Senior Notes

    3.750     4/1/30       1,000,000       909,011  (b) 

HCA Inc., Senior Notes

    4.125     6/15/29       550,000       503,251  

HCA Inc., Senior Secured Notes

    4.500     2/15/27       1,000,000       965,265  (b) 

Humana Inc., Senior Notes

    3.950     3/15/27       1,200,000       1,152,135  (b) 

Legacy LifePoint Health LLC, Senior Secured Notes

    4.375     2/15/27       360,000       305,064  (a) 

Tenet Healthcare Corp., Secured Notes

    6.250     2/1/27       670,000       644,902  (a) 

Total Health Care Providers & Services

                            6,971,645  

 

See Notes to Financial Statements.

 

 

16

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Pharmaceuticals — 2.5%

                               

Bausch Health Cos. Inc., Senior Secured Notes

    4.875     6/1/28       370,000     $ 236,027  (a) 

Bristol-Myers Squibb Co., Senior Notes

    3.400     7/26/29       242,000       224,497  

Bristol-Myers Squibb Co., Senior Notes

    4.625     5/15/44       250,000       229,779  

Par Pharmaceutical Inc., Senior Secured Notes

    7.500     4/1/27       330,000       251,493  *(a)(g) 

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    6.000     4/15/24       760,000       746,425  (b) 

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       780,000       683,694  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    5.125     5/9/29       1,046,000       932,872  

Total Pharmaceuticals

                            3,304,787  

Total Health Care

                            10,742,123  
Industrials — 13.8%                                

Aerospace & Defense — 4.1%

                               

Avolon Holdings Funding Ltd., Senior Notes

    3.250     2/15/27       750,000       642,838  (a) 

Boeing Co., Senior Notes

    3.200     3/1/29       750,000       659,164  (b) 

Boeing Co., Senior Notes

    3.625     2/1/31       2,550,000       2,240,579  (b) 

Boeing Co., Senior Notes

    6.125     2/15/33       600,000       611,728  (b) 

Boeing Co., Senior Notes

    3.750     2/1/50       500,000       345,377  (b) 

TransDigm Inc., Senior Secured Notes

    8.000     12/15/25       920,000       935,631  (a)(b) 

Total Aerospace & Defense

                            5,435,317  

Airlines — 5.6%

                               

American Airlines Group Inc., Senior Notes

    3.750     3/1/25       570,000       483,689  (a)(b) 

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

    5.500     4/20/26       430,000       414,263  (a)(b) 

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

    5.750     4/20/29       170,000       155,679  (a)(b) 

Delta Air Lines Inc., Senior Notes

    3.800     4/19/23       1,100,000       1,090,964  (b) 

Delta Air Lines Inc., Senior Notes

    2.900     10/28/24       310,000       294,193  (b) 

Delta Air Lines Inc., Senior Notes

    7.375     1/15/26       260,000       266,076  (b) 

Delta Air Lines Inc., Senior Secured Notes

    7.000     5/1/25       1,490,000       1,524,044  (a)(b) 

Delta Air Lines Inc./SkyMiles IP Ltd., Senior Secured Notes

    4.750     10/20/28       340,000       320,113  (a)(b) 

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

    6.500     6/20/27       828,053       825,074  (a)(b) 

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

    8.000     9/20/25       1,169,999       1,175,814  (a)(b) 

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

17


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Airlines — continued

                               

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

    8.000     9/20/25       220,000     $ 221,420  (a) 

United Airlines Pass-Through Trust

    4.875     1/15/26       701,040       667,751 (b) 

Total Airlines

                            7,439,080  

Building Products — 1.5%

                               

Standard Industries Inc., Senior Notes

    5.000     2/15/27       592,000       547,137  (a)(b) 

Standard Industries Inc., Senior Notes

    4.750     1/15/28       511,000       460,590  (a)(b) 

Standard Industries Inc., Senior Notes

    4.375     7/15/30       1,278,000       1,044,138  (a) 

Total Building Products

                            2,051,865  

Commercial Services & Supplies — 0.7%

                               

CoreCivic Inc., Senior Notes

    8.250     4/15/26       930,000       955,008  (b) 

Industrial Conglomerates — 0.2%

                               

General Electric Co., Junior Subordinated Notes (3 mo. USD LIBOR + 3.330%)

    8.099     3/15/23       260,000       256,410  (b)(d)(e) 

Machinery — 0.4%

                               

Cellnex Finance Co. SA, Senior Notes

    2.000     2/15/33       500,000  EUR      395,010  (c) 

Titan International Inc., Senior Secured Notes

    7.000     4/30/28       110,000       103,996  

Total Machinery

                            499,006  

Trading Companies & Distributors — 1.3%

                               

H&E Equipment Services Inc., Senior Notes

    3.875     12/15/28       750,000       640,159  (a)(b) 

United Rentals North America Inc., Secured Notes

    3.875     11/15/27       1,000,000       927,120  (b) 

United Rentals North America Inc., Senior Notes

    5.500     5/15/27       80,000       79,106  

United Rentals North America Inc., Senior Notes

    4.875     1/15/28       110,000       104,484  

Total Trading Companies & Distributors

                            1,750,869  

Total Industrials

                            18,387,555  
Information Technology — 1.8%                                

Communications Equipment — 0.1%

                               

CommScope Inc., Senior Notes

    8.250     3/1/27       40,000       31,063  (a) 

CommScope Inc., Senior Notes

    7.125     7/1/28       130,000       93,144  (a) 

Total Communications Equipment

                            124,207  

Semiconductors & Semiconductor Equipment — 0.3%

                               

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

    3.125     1/15/25       500,000       480,934  

Technology Hardware, Storage & Peripherals — 1.4%

                               

Seagate HDD Cayman, Senior Notes

    4.750     1/1/25       1,220,000       1,188,548  (b) 

 

See Notes to Financial Statements.

 

 

18

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate    

Maturity

Date

   

Face

Amount†

    Value  

Technology Hardware, Storage & Peripherals — continued

                               

Seagate HDD Cayman, Senior Notes

    4.875     6/1/27       260,000     $ 242,823  

Western Digital Corp., Senior Notes

    4.750     2/15/26       430,000       405,886  

Total Technology Hardware, Storage & Peripherals

                            1,837,257  

Total Information Technology

                            2,442,398  
Materials — 5.4%                                

Chemicals — 2.2%

                               

Braskem America Finance Co., Senior Notes

    7.125     7/22/41       920,000       873,527  (c) 

Celanese US Holdings LLC, Senior Notes

    5.900     7/5/24       2,090,000       2,090,567  (b) 

Total Chemicals

                            2,964,094  

Containers & Packaging — 0.0%††

                               

Pactiv LLC, Senior Notes

    7.950     12/15/25       50,000       48,370  

Metals & Mining — 1.8%

                               

ArcelorMittal SA, Senior Notes

    7.000     10/15/39       430,000       438,180  

Freeport-McMoRan Inc., Senior Notes

    5.400     11/14/34       220,000       208,154  

Freeport-McMoRan Inc., Senior Notes

    5.450     3/15/43       580,000       524,491  

Teck Resources Ltd., Senior Notes

    6.000     8/15/40       210,000       201,278  

Vale Overseas Ltd., Senior Notes

    6.875     11/10/39       940,000       992,709  (b) 

Total Metals & Mining

                            2,364,812  

Paper & Forest Products — 1.4%

                               

Suzano Austria GmbH, Senior Notes

    5.750     7/14/26       950,000       954,171  (a)(b) 

Suzano Austria GmbH, Senior Notes

    3.750     1/15/31       1,000,000       841,182  

Total Paper & Forest Products

                            1,795,353  

Total Materials

                            7,172,629  
Real Estate — 1.3%                                

Equity Real Estate Investment Trusts (REITs) — 1.1%

                               

Diversified Healthcare Trust, Senior Notes

    4.375     3/1/31       120,000       76,267  

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

    5.000     10/15/27       1,500,000       1,264,140  (b) 

Service Properties Trust, Senior Notes

    4.375     2/15/30       290,000       192,077  

Total Equity Real Estate Investment Trusts (REITs)

                            1,532,484  

Real Estate Management & Development — 0.2%

                               

Samhallsbyggnadsbolaget i Norden AB, Senior Notes

    1.125     9/4/26       300,000  EUR      239,438  (c) 

Total Real Estate

                            1,771,922  
Utilities — 1.5%                                

Electric Utilities — 1.0%

                               

FirstEnergy Corp., Senior Notes

    7.375     11/15/31       700,000       789,618  (b) 

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

19


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Electric Utilities — continued

                               

InterGen NV, Senior Secured Notes

    7.000     6/30/23       210,000     $ 204,153  (a) 

Pampa Energia SA, Senior Notes

    7.500     1/24/27       280,000       256,662  (a) 

Total Electric Utilities

                            1,250,433  

Independent Power and Renewable Electricity Producers — 0.5%

                               

Minejesa Capital BV, Senior Secured Notes

    4.625     8/10/30       810,000       712,962  (a) 

Total Utilities

                            1,963,395  

Total Corporate Bonds & Notes (Cost — $158,256,030)

 

            156,397,595  
U.S. Government & Agency Obligations — 11.7%                                

U.S. Government Obligations — 11.7%

                               

U.S. Treasury Notes

    1.625     5/31/23       1,250,000       1,235,303  (h) 

U.S. Treasury Notes

    2.750     8/31/23       1,400,000       1,382,271  (h) 

U.S. Treasury Notes

    1.500     2/29/24       900,000       867,920  

U.S. Treasury Notes

    2.125     3/31/24       6,000,000       5,814,023  (h) 

U.S. Treasury Notes

    1.750     6/30/24       200,000       191,687  

U.S. Treasury Notes

    3.250     8/31/24       500,000       489,629  

U.S. Treasury Notes

    1.125     2/28/25       3,500,000       3,267,715  (h) 

U.S. Treasury Notes

    1.500     1/31/27       2,000,000       1,806,016  

U.S. Treasury Notes

    2.750     7/31/27       550,000       520,437  

Total U.S. Government & Agency Obligations (Cost — $15,615,155)

 

    15,575,001  
Sovereign Bonds — 10.5%                                

Angola — 0.3%

                               

Angolan Government International Bond, Senior Notes

    8.000     11/26/29       400,000       352,112  (a) 

Argentina — 0.5%

                               

Argentine Republic Government International Bond, Senior Notes

    1.000     7/9/29       43,394       11,628  

Provincia de Buenos Aires, Senior Notes, Step bond (5.250% to 9/1/23 then 6.375%)

    5.250     9/1/37       468,827       163,503  (a) 

Provincia de Cordoba, Senior Notes

    6.875     12/10/25       200,000       162,250  (a) 

Provincia de Cordoba, Senior Notes

    6.990     6/1/27       560,000       375,200  (a) 

Total Argentina

                            712,581  

Chile — 1.1%

                               

Chile Government International Bond, Senior Notes

    3.100     5/7/41       1,960,000       1,414,801  

Colombia — 0.4%

                               

Colombia Government International Bond, Senior Notes

    3.250     4/22/32       750,000       547,836  

 

See Notes to Financial Statements.

 

 

20

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Dominican Republic — 0.2%

                               

Dominican Republic International Bond, Senior Notes

    4.875     9/23/32       380,000     $ 316,848  (a) 

Indonesia — 2.2%

                               

Indonesia Government International Bond, Senior Notes

    4.125     1/15/25       300,000       297,913  (a) 

Indonesia Government International Bond, Senior Notes

    3.850     7/18/27       300,000       290,521  (a) 

Indonesia Government International Bond, Senior Notes

    3.500     1/11/28       2,420,000       2,304,201  (b) 

Total Indonesia

                            2,892,635  

Mexico — 2.5%

                               

Mexican Bonos, Bonds

    7.750     5/29/31       33,080,000  MXN      1,572,202  

Mexico Government International Bond, Senior Notes

    3.750     1/11/28       500,000       472,982  

Mexico Government International Bond, Senior Notes

    2.659     5/24/31       1,560,000       1,262,085  

Total Mexico

                            3,307,269  

Panama — 1.9%

                               

Panama Government International Bond, Senior Notes

    2.252     9/29/32       3,400,000       2,530,468  

Peru — 1.0%

                               

Peruvian Government International Bond, Senior Notes

    2.783     1/23/31       1,540,000       1,277,784  

Russia — 0.4%

                               

Russian Federal Bond — OFZ

    7.750     9/16/26       61,630,000  RUB      225,629  *(g) 

Russian Federal Bond — OFZ

    7.050     1/19/28       79,160,000  RUB      289,806  *(g) 

Russian Federal Bond — OFZ

    6.900     5/23/29       15,790,000  RUB      57,807  *(g) 

Total Russia

                            573,242  

Total Sovereign Bonds (Cost — $15,733,297)

                            13,925,576  
Senior Loans — 4.6%                                
Communication Services — 0.4%                                

Media — 0.4%

                               

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

    6.140     2/1/27       484,962       474,293  (d)(i)(j) 
Consumer Discretionary — 2.5%                                

Diversified Consumer Services — 0.1%

                               

WW International Inc., Initial Term Loan (1 mo. USD LIBOR + 3.500%)

    7.890     4/13/28       200,000       115,500  (d)(i)(j) 

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

21


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  

Hotels, Restaurants & Leisure — 2.4%

                               

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

    6.173     6/22/26       3,273,291     $ 3,266,957  (d)(i)(j) 

Total Consumer Discretionary

                            3,382,457  
Industrials — 1.7%                                

Airlines — 1.7%

                               

Delta Air Lines Inc., Initial Term Loan (3 mo. USD LIBOR + 3.750%)

    7.993     10/20/27       650,000       663,774  (d)(i)(j) 

Mileage Plus Holdings LLC, Initial Term Loan (3 mo. USD LIBOR + 5.250%)

    9.996     6/21/27       1,593,000       1,641,387  (d)(i)(j) 

Total Industrials

                            2,305,161  

Total Senior Loans (Cost — $6,071,505)

                            6,161,911  
Asset-Backed Securities — 2.0%                                

American Home Mortgage Investment Trust, 2007-A 4A (1 mo. USD LIBOR + 0.900%)

    5.289     7/25/46       437,871       130,846  (a)(d) 

Bayview Financial Asset Trust, 2007-SR1A M1 (1 mo. USD LIBOR + 0.800%)

    5.189     3/25/37       333,795       319,730  (a)(d) 

Bayview Financial Asset Trust, 2007-SR1A M4 (1 mo. USD LIBOR + 1.500%)

    5.889     3/25/37       34,530       34,313  (a)(d) 

Bear Stearns Asset Backed Securities Trust, 2006-SD3 1PO, STRIPS, PO

    0.000     8/25/36       177,437       117,927  

CWABS Asset Backed Notes Trust, 2007- SEA2 1A1 (1 mo. USD LIBOR + 2.000%)

    6.389     8/25/47       884       873  (a)(d) 

Financial Asset Securities Corp. Trust, 2005-1A 1A3B (1 mo. USD LIBOR + 0.410%)

    4.797     2/27/35       157,214       147,668  (a)(d) 

GSAMP Trust, 2003-SEA2 A1

    5.421     7/25/33       416,305       382,144  

Indymac Manufactured Housing Contract Pass-Through Certificates, 1997-1 A5

    6.970     2/25/28       11,687       11,546  

Morgan Stanley ABS Capital Inc. Trust, 2003- SD1 A1 (1 mo. USD LIBOR + 1.000%)

    5.389     3/25/33       5,493       5,310  (d) 

Morgan Stanley ABS Capital Inc. Trust, 2004- HE7 M1 (1 mo. USD LIBOR + 0.900%)

    5.289     8/25/34       850,900       792,959  (d) 

Oakwood Mortgage Investors Inc., 2002-B A3

    6.060     6/15/32       10,623       10,561  (d) 

Origen Manufactured Housing Contract Trust, 2006-A A2

    5.400     10/15/37       350,313       307,038  (d) 

Origen Manufactured Housing Contract Trust, 2007-A A2

    6.258     4/15/37       452,887       417,014  (d) 

Total Asset-Backed Securities (Cost — $2,565,516)

                            2,677,929  

 

See Notes to Financial Statements.

 

 

22

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Convertible Bonds & Notes — 1.2%                                
Communication Services — 0.7%                                

Media — 0.7%

                               

DISH Network Corp., Senior Notes

    0.000     12/15/25       1,440,000     $ 925,920  

DISH Network Corp., Senior Notes

    3.375     8/15/26       105,000       66,045  

Total Communication Services

                            991,965  
Industrials — 0.5%                                

Airlines — 0.5%

                               

Spirit Airlines Inc., Senior Notes

    1.000     5/15/26       800,000       648,000  (b) 

Total Convertible Bonds & Notes (Cost — $1,790,203)

                            1,639,965  
Collateralized Mortgage Obligations (k) — 0.9%                                

Banc of America Funding Trust, 2004-B 6A1

    2.373     12/20/34       136,118       108,581  (d) 

Bear Stearns ALT-A Trust, 2004-3 A1 (1 mo. USD LIBOR + 0.640%)

    5.029     4/25/34       43,987       41,533  (d) 

CHL Mortgage Pass-Through Trust, 2005-7 1A1 (1 mo. USD LIBOR + 0.540%)

    4.929     3/25/35       208,829       182,832  (d) 

Federal National Mortgage Association (FNMA), 2004-W15 1A2

    6.500     8/25/44       52,279       53,567  

Impac CMB Trust, 2004-10 2A (1 mo. USD LIBOR + 0.640%)

    5.029     3/25/35       53,448       46,862  (d) 

Impac CMB Trust, 2005-2 2A2 (1 mo. USD LIBOR + 0.800%)

    5.189     4/25/35       16,039       13,936  (d) 

MAFI II Remic Trust, 1998-BI B1

    5.582     11/20/24       126,150       102,060  (d) 

MERIT Securities Corp., 2011PA B3 (1 mo. USD LIBOR + 2.250%)

    6.639     9/28/32       442,672       400,889  (a)(d) 

Prime Mortgage Trust, 2005-2 2XB, IO

    1.743     10/25/32       1,021,871       71,867  (d) 

Prime Mortgage Trust, 2005-5 1X, IO

    1.104     7/25/34       1,268,201       39,905  (d) 

RAMP Trust, 2005-SL2 APO, STRIPS, PO

    0.000     2/25/32       2,023       1,620  

Regal Trust IV, 1999-1 A (11th District Cost of Funds + 1.500%)

    2.605     9/29/31       1,213       1,167  (a)(d) 

Sequoia Mortgage Trust, 2003-2 A2 (6 mo. USD LIBOR + 0.680%)

    5.802     6/20/33       5,189       4,882  (d) 

Sequoia Mortgage Trust, 2004-10 A1A (1 mo. USD LIBOR + 0.620%)

    4.973     11/20/34       3,852       3,425  (d) 

Structured Asset Securities Corp., 1998-RF2 A

    4.739     7/15/27       65,389       65,320  (a)(d) 

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

23


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

(Percentages shown based on Fund net assets)

 

Security   Rate     Maturity
Date
    Face
Amount†
    Value  
Collateralized Mortgage Obligations (k) — continued                                

Structured Asset Securities Corp. Mortgage Pass-Through Certificates, 2003-9A 2A2

    3.857     3/25/33       23,158     $ 22,168  (d) 

WaMu Mortgage Pass-Through Certificates Trust, 2004-AR6 A (1 mo. USD LIBOR + 0.840%)

    5.229     5/25/44       13,576       13,474  (d) 

Total Collateralized Mortgage Obligations (Cost — $1,012,908)

 

            1,174,088  
            Expiration
Date
    Warrants         
Warrants — 0.0%††                                
Financials — 0.0%††                                

Capital Markets — 0.0%††

                               

EG Acquisition Corp., Class A Shares (Cost — $9,613)

            5/28/28       10,040       1,938  
     Rate            Shares         
Preferred Stocks — 0.0%††                                
Financials — 0.0%††                                

Diversified Financial Services — 0.0%††

                               

Corporate Backed Trust Certificates (Cost — $0)

    7.375             33,900       34  *(g)(l)(m) 

Total Investments before Short-Term Investments (Cost — $201,054,227)

 

            197,554,037  
Short-Term Investments — 1.8%                                

Western Asset Premier Institutional Government Reserves, Premium Shares (Cost — $2,364,791)

    4.244             2,364,791       2,364,791  (n)(o) 

Total Investments — 150.1% (Cost — $203,419,018)

 

    199,918,828  

Liabilities in Excess of Other Assets — (50.1)%

                            (66,699,236

Total Net Assets — 100.0%

 

  $ 133,219,592  

 

See Notes to Financial Statements.

 

 

24

    Western Asset Premier Bond Fund 2022 Annual Report


 

 

Western Asset Premier Bond Fund

 

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)

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

(g)

The coupon payment on this security is currently in default as of December 31, 2022.

 

(h)

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

 

(i) 

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

 

(j)

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

 

(k)

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.

 

(l)

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

(m)

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

(n)

Rate shown is one-day yield as of the end of the reporting period.

 

(o)

In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At December 31, 2022, the total market value of investments in Affiliated Companies was $2,364,791 and the cost was $2,364,791 (Note 8).

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

25


Schedule of investments (cont’d)

December 31, 2022

 

Western Asset Premier Bond Fund

 

Abbreviation(s) used in this schedule:

EUR   — Euro
GBP   — British Pound
ICE   — Intercontinental Exchange
IO   — Interest Only
JSC   — Joint Stock Company
LIBOR   — London Interbank Offered Rate
MXN   — Mexican Peso
OFZ   — Obligatsyi Federal’novo Zaima (Russian Federal Loan Obligation)
PIK   — Payment-In-Kind
PO   — Principal Only
RUB   — Russian Ruble
SOFR   — Secured Overnight Financing Rate
STRIPS   — Separate Trading of Registered Interest and Principal Securities
USD   — United States Dollar

At December 31, 2022, the Fund had the following open reverse repurchase agreements:

 

Counterparty   Rate     Effective
Date
    Maturity
Date
  Face Amount
of Reverse
Repurchase
Agreements
    Asset Class of Collateral*     Collateral
Value**
 
Goldman Sachs & Co.     4.440     11/23/2022     2/23/2023   $ 2,609,760      
U.S. Government &
Agency Obligations
 
 
  $ 2,632,441  
Goldman Sachs & Co.     4.520     11/23/2022     2/23/2023     8,995,520      
U.S. Government &
Agency Obligations
 
 
    9,127,692  
                        $ 11,605,280             $ 11,760,133  

 

*

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

**

Including accrued interest.

At December 31, 2022, the Fund had the following open forward foreign currency contracts:

 

Currency
Purchased
   

Currency

Sold

    Counterparty   Settlement
Date
    Unrealized
Depreciation
 
USD     1,754,740     GBP     1,524,767     Goldman Sachs Group Inc.     1/18/23     $ (89,594)  
USD     148,249     EUR     150,000     JPMorgan Chase & Co.     1/18/23       (12,534)  
USD     225,909     EUR     213,722     JPMorgan Chase & Co.     1/18/23       (3,176)  
USD     1,094,495     EUR     1,089,028     JPMorgan Chase & Co.     1/18/23       (72,816)  
Total                                   $ (178,120)  

 

Abbreviation(s) used in this table:

EUR — Euro

GBP — British Pound

USD — United States Dollar

 

See Notes to Financial Statements.

 

 

26

    Western Asset Premier Bond Fund 2022 Annual Report


Statement of assets and liabilities

December 31, 2022

 

Assets:         

Investments in unaffiliated securities, at value (Cost — $201,054,227)

   $ 197,554,037  

Investments in affiliated securities, at value (Cost — $2,364,791)

     2,364,791  

Foreign currency, at value (Cost — $420,600)

     430,374  

Cash

     1,604  

Interest receivable

     2,749,148  

Dividends receivable from affiliated investments

     5,582  

Prepaid expenses

     891  

Total Assets

     203,106,427  
Liabilities:         

Loan payable (Note 5)

     57,500,000  

Payable for open reverse repurchase agreements (Note 3)

     11,605,280  

Interest expense payable

     304,793  

Unrealized depreciation on forward foreign currency contracts

     178,120  

Payable for securities purchased

     87,772  

Investment management fee payable

     73,931  

Administration fee payable

     21,783  

Trustees’ fees payable

     2,941  

Accrued expenses

     112,215  

Total Liabilities

     69,886,835  
Total Net Assets    $ 133,219,592  
Net Assets:         

Common shares, no par value, unlimited number of shares authorized, 11,865,600 shares issued and outstanding

   $ 156,215,947  

Total distributable earnings (loss)

     (22,996,355)  
Total Net Assets    $ 133,219,592  
Shares Outstanding      11,865,600  
Net Asset Value      $11.23  

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

27


Statement of operations

For the Year Ended December 31, 2022

 

Investment Income:         

Interest

   $ 12,906,333  

Dividends from unaffiliated investments

     20,938  

Dividends from affiliated investments

     18,289  

Less: Foreign taxes withheld

     (6,902)  

Total Investment Income

     12,938,658  
Expenses:         

Interest expense (Notes 3 and 5)

     1,627,067  

Investment management fee (Note 2)

     1,179,951  

Excise tax (Note 1)

     71,544  

Audit and tax fees

     70,192  

Transfer agent fees

     44,414  

Legal fees

     36,685  

Fund accounting fees

     30,000  

Commitment fees (Note 5)

     27,812  

Shareholder reports

     23,465  

Trustees’ fees

     22,360  

Stock exchange listing fees

     12,500  

Custody fees

     3,932  

Insurance

     985  

Miscellaneous expenses

     4,785  

Total Expenses

     3,155,692  

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

     (1,313)  

Net Expenses

     3,154,379  
Net Investment Income      9,784,279  
Realized and Unrealized Gain (Loss) on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions in unaffiliated securities

     (12,296,347)  

Forward foreign currency contracts

     449,281  

Foreign currency transactions

     (42,572)  

Net Realized Loss

     (11,889,638)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments in unaffiliated securities

     (24,979,714)  

Forward foreign currency contracts

     (195,041)  

Foreign currencies

     14,447  

Change in Net Unrealized Appreciation (Depreciation)

     (25,160,308)  
Net Loss on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions      (37,049,946)  
Decrease in Net Assets From Operations    $ (27,265,667)  

 

See Notes to Financial Statements.

 

 

28

    Western Asset Premier Bond Fund 2022 Annual Report


Statements of changes in net assets

 

 

For the Years Ended December 31,    2022      2021  
Operations:                  

Net investment income

   $ 9,784,279      $ 10,277,449  

Net realized gain (loss)

     (11,889,638)        1,148,539  

Change in net unrealized appreciation (depreciation)

     (25,160,308)        (8,366,148)  

Increase (Decrease) in Net Assets From Operations

     (27,265,667)        3,059,840  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (9,397,555)        (9,396,192)  

Decrease in Net Assets From Distributions to Shareholders

     (9,397,555)        (9,396,192)  
Fund Share Transactions:                  

Reinvestment of distributions (0 and 2,263 shares issued, respectively)

            32,850  

Increase in Net Assets From Fund Share Transactions

            32,850  

Decrease in Net Assets

     (36,663,222)        (6,303,502)  
Net Assets:                  

Beginning of year

     169,882,814        176,186,316  

End of year

   $ 133,219,592      $ 169,882,814  

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

29


Statement of cash flows

For the Year Ended December 31, 2022

 

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

Net decrease in net assets resulting from operations

   $ (27,265,667)  

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

        

Purchases of portfolio securities

     (152,230,076)  

Sales of portfolio securities

     157,532,186  

Net purchases, sales and maturities of short-term investments

     (1,629,740)  

Payment-in-kind

     (73,102)  

Net amortization of premium (accretion of discount)

     (1,998,579)  

Securities litigation proceeds

     2,942  

Increase in interest receivable

     (47,819)  

Increase in prepaid expenses

     (356)  

Decrease in other receivables

     16,898  

Increase in dividends receivable from affiliated investments

     (5,558)  

Decrease in payable for securities purchased

     (1,320,096)  

Decrease in investment management fee payable

     (12,711)  

Increase in Trustees’ fees payable

     2,403  

Decrease in administration fee payable

     (3,727)  

Increase in interest expense payable

     299,538  

Increase in accrued expenses

     42,936  

Net realized loss on investments

     12,296,347  

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

     25,174,755  

Net Cash Provided in Operating Activities*

     10,780,574  
Cash Flows from Financing Activities:         

Distributions paid on common shares (net of distributions payable)

     (9,397,555)  

Decrease in payable for open reverse repurchase agreements

     (1,569,906)  

Net Cash Used by Financing Activities

     (10,967,461)  
Net Decrease in Cash and Restricted Cash      (186,887)  
Cash and restricted cash at beginning of year      618,865  
Cash and restricted cash at end of year    $ 431,978  

 

*

Included in operating expenses is $1,360,818 paid for interest and commitment fees on borrowings.

 

 

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

 

      December 31, 2022  
Cash      $431,978  
Restricted cash       
Total cash and restricted cash shown in the Statement of Cash Flows      $431,978  

 

See Notes to Financial Statements.

 

 

30

    Western Asset Premier Bond Fund 2022 Annual Report


Financial highlights

 

 For a common share outstanding throughout each year ended December 31:  
      20221      20211      20201      20191      20181  
Net asset value, beginning of year      $14.32        $14.85        $14.66        $13.00        $14.51  
Income (loss) from operations:               

Net investment income

     0.82        0.87        0.87        0.82        0.75  

Net realized and unrealized gain (loss)

     (3.12)        (0.61)        0.10        1.63        (1.47)  

Total income (loss) from operations

     (2.30)        0.26        0.97        2.45        (0.72)  
Less distributions from:               

Net investment income

     (0.79)        (0.79)        (0.79)        (0.79)        (0.79)  

Total distributions

     (0.79)        (0.79)        (0.79)        (0.79)        (0.79)  

Anti-dilutive impact of repurchase plan

                   0.01 2               
Net asset value, end of year      $11.23        $14.32        $14.85        $14.66        $13.00  
Market price, end of year      $10.64        $14.33        $14.17        $14.65        $12.09  

Total return, based on NAV3,4

     (16.21)      1.80      7.28      19.22      (5.13)

Total return, based on Market Price5

     (20.29)      6.87      2.64      28.35      (6.85)
Net assets, end of year (millions)      $133        $170        $176        $175        $155  
Ratios to average net assets:               

Gross expenses

     2.19      1.22      1.50      2.14      1.93

Net expenses6

     2.19 7       1.22 7       1.50        2.14        1.93  

Net investment income

     6.80        5.93        6.24        5.78        5.49  
Portfolio turnover rate      72      32      55      47      106
Supplemental data:               

Loan Outstanding, End of Year (000s)

     $57,500        $57,500        $57,500        $57,000        $57,000  

Asset Coverage Ratio for Loan Outstanding8

     332      395      406      406      372

Asset Coverage, per $1,000 Principal Amount of Loan Outstanding8

     $3,317        $3,954        $4,064        $4,063        $3,715  

Weighted Average Loan (000s)

     $57,500        $57,500        $57,448        $57,000        $56,803  

Weighted Average Interest Rate on Loan

     2.42      0.80      1.48      3.09      2.72

 

See Notes to Financial Statements.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

31


Financial highlights (cont’d)

 

1 

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

 

2 

The repurchase plan was completed at an average repurchase price of $10.38 for 44,671 shares and $462,743 for the year ended December 31, 2020.

 

3 

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

 

4 

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

 

5 

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

 

6 

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

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

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

 

See Notes to Financial Statements.

 

 

32

    Western Asset Premier Bond Fund 2022 Annual Report


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Premier Bond Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified closed-end management investment company. The Fund commenced investment operations on March 28, 2002. The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds.

The Fund follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services –Investment Companies (“ASC 946”). The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”), including, but not limited to, ASC 946. Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services typically use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the adviser to be unreliable, the market price may be determined by the adviser using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

33


Notes to financial statements (cont’d)    

 

Pursuant to policies adopted by the Board of Trustees, the Fund’s adviser has been designated as the valuation designee and is responsible for the oversight of the daily valuation process. The Fund’s adviser is assisted by the Global Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Fund’s adviser and the Board of Trustees. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

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

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

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

 

 

34

    Western Asset Premier Bond Fund 2022 Annual Report


 

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

 

 

Level 1 — unadjusted quoted prices in active markets for identical investments

 

 

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

 

 

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

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

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

 

ASSETS  
Description   Quoted Prices
(Level 1)
    Other Significant
Observable Inputs
(Level 2)
   

Significant
Unobservable
Inputs

(Level 3)

    Total  
Long-Term Investments†:                                

Corporate Bonds & Notes

        $ 156,397,595           $ 156,397,595  

U.S. Government & Agency Obligations

          15,575,001             15,575,001  

Sovereign Bonds

          13,925,576             13,925,576  

Senior Loans

          6,161,911             6,161,911  

Asset-Backed Securities

          2,677,929             2,677,929  

Convertible Bonds & Notes

          1,639,965             1,639,965  

Collateralized Mortgage Obligations

          1,174,088             1,174,088  

Warrants

  $ 1,938                   1,938  

Preferred Stocks

              $ 34       34  
Total Long-Term Investments     1,938       197,552,065       34       197,554,037  
Short-Term Investments†     2,364,791                   2,364,791  
Total Investments   $ 2,366,729     $ 197,552,065     $ 34     $ 199,918,828  
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††

        $ 178,120           $ 178,120  

 

See Schedule of Investments for additional detailed categorizations.

 

††

Reflects the unrealized appreciation (depreciation) of the instruments.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

35


Notes to financial statements (cont’d)    

 

(b) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge exposure of bond positions or in an attempt to increase the Fund’s return. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

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

(c) Loan participations. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.

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

(d) Stripped securities. The Fund may invest in ‘‘Stripped Securities,’’ a term used collectively for components, or strips, of fixed income securities. Stripped Securities can be principal only securities (“PO”), which are debt obligations that have been stripped of unmatured interest coupons, or interest only securities (“IO”), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in economic conditions, rates of prepayment, interest rates and the market’s perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable maturities that pay interest currently. The amount of fluctuation may increase with a longer period of maturity.

The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater

 

 

36

    Western Asset Premier Bond Fund 2022 Annual Report


 

than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.

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

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

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

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

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

37


Notes to financial statements (cont’d)    

 

into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

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

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

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

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

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

(j) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign

 

 

38

    Western Asset Premier Bond Fund 2022 Annual Report


 

currencies, may require settlement in foreign currencies or may pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

(k) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other transactions where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment adviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment adviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

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

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

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

39


Notes to financial statements (cont’d)    

 

Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

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

As of December 31, 2022, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $178,120. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties

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

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

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

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

 

 

40

    Western Asset Premier Bond Fund 2022 Annual Report


 

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. During the year, the Fund paid $20,544 of excise tax attributable to calendar year 2021. For calendar year 2022, the Fund anticipates being subject to, and accrued, $65,000 of excise tax.

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2022, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

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

 

        Total Distributable
Earnings (Loss)
      

Paid-in

Capital

 
(a)      $ 85,544        $ (85,544)  

 

(a) 

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

2. Investment management agreement and other transactions with affiliates

The Fund has a management agreement with Western Asset Management Company, LLC (“Western Asset”). Pursuant to the terms of the management agreement, the Fund pays Western Asset an annual fee, payable monthly, in an amount equal to 0.55% of the average weekly value of the Fund’s total managed assets. “Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). Pursuant to a Portfolio Management Agreement between Western Asset and Western Asset Management Company Limited (“Western London”), Western Asset pays monthly a portion of the fees it receives from the Fund to Western London at an annual rate of 0.425% of the average weekly value of the Fund’s total managed assets that Western London manages. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) and Western Asset Management Company Ltd (“Western Asset Japan”) are additional investment advisers to the Fund under portfolio management agreements between Western Asset and Western Asset Singapore and Western Asset and Western Asset Japan, respectively. Western Asset pays monthly a portion of the fees it receives from the Fund to each Western Asset Singapore and Western Asset Japan at an annual rate of 0.425% of the average weekly value of the Fund’s total managed assets that each Western Asset Singapore and Western Asset Japan manages.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

41


Notes to financial statements (cont’d)

 

Western Asset Singapore and Western Asset Japan provide certain advisory services to the Fund relating to currency transactions and investments in non-U.S. dollar-denominated securities and related foreign currency instruments in Asia (excluding Japan) and Japan, respectively.

Under the terms of the administration services agreement between Western Asset and Legg Mason Partners Fund Advisor, LLC (“LMPFA”), Western Asset pays LMPFA a monthly fee at an annual rate of 0.125% of the Fund’s average weekly total managed assets, subject to a monthly minimum fee of $12,500.

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 (the “affiliated money market fund waiver”).

During the year ended December 31, 2022, fees waived and/or expenses reimbursed amounted to $1,313, all of which included an affiliated money market fund waiver.

LMPFA, Western Asset, Western London, Western Asset Singapore and Western Asset Japan are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

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

All officers and one Trustee of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.

3. Investments

During the year ended December 31, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:

 

      Investments      U.S. Government &
Agency Obligations
 
Purchases    $ 129,224,234      $ 23,005,842  
Sales      137,780,253        19,751,933  

At December 31, 2022, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
    

Net

Unrealized

Depreciation

 
Securities    $ 204,252,572      $ 3,768,739      $ (8,102,483)      $ (4,333,744)  
Forward foreign currency contracts                    (178,120)        (178,120)  

 

 

42

    Western Asset Premier Bond Fund 2022 Annual Report


 

Transactions in reverse repurchase agreements for the Fund during the year ended December 31, 2022 were as follows:

 

Average Daily

Balance*

  

Weighted Average

Interest Rate*

  

Maximum Amount

Outstanding

$12,726,577    1.666%    $13,175,186

 

*

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

Interest rates on reverse repurchase agreements ranged from 0.140% to 4.520% during the year ended December 31, 2022. Interest expense incurred on reverse repurchase agreements totaled $214,950.

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2022.

 

LIABILITY DERIVATIVES1  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ 178,120  

 

1 

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

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2022. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in net unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

     

Foreign

Exchange Risk

 
Forward foreign currency contracts    $ 449,281  
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

     

Foreign

Exchange Risk

 
Forward foreign currency contracts    $ (195,041)  

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

43


Notes to financial statements (cont’d)

 

During the year ended December 31, 2022, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Forward foreign currency contracts (to buy)†      $ 13,681  
Forward foreign currency contracts (to sell)        2,831,141  

 

At December 31, 2022, there were no open positions held in this derivative.

The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of December 31, 2022.

 

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
 
Goldman Sachs Group Inc.           $ (89,594)      $ (89,594)             $ (89,594)  
JPMorgan Chase & Co.             (88,526)        (88,526)               (88,526)  
Total           $ (178,120)      $ (178,120)             $ (178,120)  

 

1 

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

 

2 

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

5. Loan

Effective October 14, 2022, the Fund entered into a Margin Loan and Security Agreement (the “Credit Agreement”) with Bank of America, N.A. (“BofA”) that allows the Fund to borrow up to an aggregate amount of $72,000,000 and renews daily for a 179-day term unless notice to the contrary is given to the Fund. The Fund pays interest on borrowings calculated based on SOFR plus applicable margin. The Fund pays a commitment fee on the unutilized portion of the loan commitment amount at an annual rate of 0.20% except that the commitment fee is 0.15% when the aggregate outstanding balance of the loan is equal to or greater than 50% of the maximum commitment amount. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on behalf of BofA. The Credit Agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the Credit Agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to the Credit Agreement for the period ended December 31, 2022 was $567,653. For the period ended December 31, 2022, the Fund incurred commitment fees of $4,773. For the period ended December 31, 2022, based on the number of days

 

 

44

    Western Asset Premier Bond Fund 2022 Annual Report


 

during the reporting period that the Fund had a loan balance outstanding, the average daily loan balance was $57,500,000 and the weighted average interest rate was 4.50%. At December 31, 2022, the Fund had $57,500,000 of borrowings outstanding.

Prior to October 14, 2022, the Fund had a revolving credit agreement with National Australia Bank Limited (“Prior Credit Agreement”) that allowed the Fund to borrow up to an aggregate amount of $72,000,000. The Fund paid a commitment fee at an annual rate of 0.20% on the unutilized portion of the loan commitment amount. The interest on the loan was calculated at a variable rate based on a benchmark (LIBOR, but was subject to an alternative benchmark upon the occurrence of certain benchmark transition events including the cessation of publication of LIBOR) plus any applicable margin. Securities held by the Fund were subject to a lien granted to National Australia Bank Limited, to the extent of the borrowing outstanding and any additional expenses. The Fund’s Prior Credit Agreement contained customary covenants that, among other things, may have limited the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and required asset coverage ratios in addition to those required by the 1940 Act. In addition, the Prior Credit Agreement had early termination and other provisions that could have limited the Fund’s ability to utilize borrowing under the Prior Credit Agreement. Interest expense related to the Prior Credit Agreement for the period ended October 14, 2022, was $844,065. For the period ended October 14, 2022, the Fund incurred commitment fees of $23,039. For the period ended October 14, 2022, based on the number of days during the reporting period that the Fund had a loan balance outstanding, per the Prior Credit Agreement, the Fund had an average daily loan balance outstanding of $57,500,000 and the weighted average interest rate was 1.85%.

6. Distributions subsequent to December 31, 2022

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

 

Record Date      Payable Date      Amount
1/24/2023      2/1/2023      $0.0660
2/21/2023      3/1/2023      $0.0660
3/24/2023      4/3/2023      $0.0660
4/21/2023      5/1/2023      $0.0660
5/23/2023      6/1/2023      $0.0660

7. Share repurchase program

On November 20, 2015, the Fund announced that the Fund’s Board of Trustees (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common shares when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase its common shares at such times and in such amounts as management reasonably believes may enhance shareholder value. The Fund is under no obligation to purchase shares at any

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

45


Notes to financial statements (cont’d)

 

specific discount levels or in any specific amounts. During the year ended December 31, 2022 and the year ended December 31, 2021, the Fund did not repurchase any shares.

Since the commencement of the share repurchase program through December 31, 2022, the Fund repurchased 44,671 shares or 0.38% of its common shares outstanding for a total amount of $462,743.

8. Transactions with affiliated company

As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended December 31, 2022. The following transactions were effected in such company for the year ended December 31, 2022.

 

    

Affiliate
Value at
December 31,

2021

    

 

Purchased

    

 

Sold

 
      Cost      Shares      Proceeds      Shares  
Western Asset Premier Institutional Government Reserves, Premium Shares      $912,279        $40,829,664        40,829,664        $39,377,152        39,377,152  

 

(cont’d)    Realized
Gain (Loss)
     Dividend
Income
     Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
     Affiliate
Value at
December 31,
2022
 
Western Asset Premier Institutional Government Reserves, Premium Shares             $18,289               $2,364,791  

9. Income tax information and distributions to shareholders

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

 

        2022        2021  
Distributions paid from:                      
Ordinary income        $9,397,555          $9,396,192  

 

 

46

    Western Asset Premier Bond Fund 2022 Annual Report


 

As of December 31, 2022, the components of distributable earnings (loss) on a tax basis were as follows:

 

Undistributed ordinary income — net      $ 1,973,028  
Deferred capital losses*        (20,620,647)  
Other book/tax temporary differences(a)        152,587  
Unrealized appreciation (depreciation)(b)        (4,501,323)  
Total distributable earnings (loss) — net      $ (22,996,355)  

 

*

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

 

(a) 

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on foreign currency contracts and book/tax differences in the timing of the deductibility of various expenses.

 

(b) 

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, book/tax differences in the accrual of interest income on securities in default and other book/tax basis adjustments.

10. Recent accounting pronouncement

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

11. Other matters

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

*  *  *

The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

47


Notes to financial statements (cont’d)

 

short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023. All other LIBOR settings, including the one-week and two-month USD LIBOR settings, have ceased publication as of January 1, 2022. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended benchmark replacement will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. There remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally.

*  *  *

Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine. The United States and other countries have also imposed economic sanctions on Belarus and may impose sanctions on other countries that support Russia’s military invasion. These sanctions, as well as any other economic consequences related to the invasion, such as additional sanctions, boycotts or changes in consumer or purchaser preferences or cyberattacks on governments, companies or individuals, may further decrease the value and liquidity of certain Russian securities and securities of issuers in other countries that are subject to economic sanctions related to the invasion. To the extent that the Fund has exposure to Russian investments or investments in countries affected by the invasion, the Fund’s ability to price, buy, sell, receive or deliver such investments was impaired. The Fund could determine at any time that certain of the most affected securities have little or no value. In addition, any exposure that the Fund may have to counterparties in Russia or in countries affected by the invasion could negatively impact the Fund’s portfolio. The extent and duration of Russia’s military actions and the repercussions of such actions (including any retaliatory actions or countermeasures that may be taken by those subject to sanctions) are impossible to predict, but could result in significant market disruptions, including in the oil and natural gas markets, and may negatively affect global supply chains, inflation and global growth. These and any related events could significantly impact the Fund’s performance and the value of an investment in the Fund, even beyond any direct exposure the Fund may have to Russian issuers or issuers

 

 

48

    Western Asset Premier Bond Fund 2022 Annual Report


 

in other countries affected by the invasion. At December 31, 2022, the Fund had 0.43% of its net assets invested in securities with significant economic risk or exposure to Russia.

 

Western Asset Premier Bond Fund 2022 Annual Report    

 

49


Report of independent registered public accounting firm

 

To the Board of Trustees and Shareholders of Western Asset Premier Bond Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Premier Bond Fund (the “Fund”) as of December 31, 2022, the related statements of operations and cash flows for the year ended December 31, 2022, the statement of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 by correspondence with the custodian, agent banks and brokers. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland

February 24, 2023

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

 

 

50

    Western Asset Premier Bond Fund 2022 Annual Report


Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Western Asset Premier Bond Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Jane Trust, Franklin Templeton, 100 International Drive, 11th Floor, Baltimore, Maryland 21202.

Information pertaining to the Trustees and officers of the Fund is set forth below. The Fund’s annual proxy statement includes additional information about Trustees and is available, without charge, upon request by calling the Fund at 1-888-777-0102.

 

 Independent Trustees    
Robert Abeles, Jr.  
Year of birth   1945
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 2013
Principal occupation(s) during the past five years   Senior Vice President Emeritus (since 2016) and formerly, Senior Vice President, Finance and Chief Financial Officer (2009 to 2016) at University of Southern California; Board Member of Excellent Education Development (since 2012); and formerly, Board Member of Great Public Schools Now (2018 to 2022)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   None
Jane F. Dasher  
Year of birth   1949
Position(s) with Fund   Trustee
Term of office and length of time served1   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 funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Director, Visual Kinematics, Inc. (2018 to 2022)
Anita L. DeFrantz  
Year of birth   1952
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 1998
Principal occupation(s) during the past five years   President of Tubman Truth Corp. (since 2015); President Emeritus (since 2015) and formerly, President (1987 to 2015) and Director (1990 to 2015) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); Member (since 1986), Member of the Executive Board (since 2013) and Vice President (since 2017) of the International Olympic Committee
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   None

 

Western Asset Premier Bond Fund    

 

51


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 Independent Trustees† (cont’d)    
Susan B. Kerley  
Year of birth   1951
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 1992
Principal occupation(s) during the past five years   Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Director and Trustee (since 1990) and Chairman (since 2017 and 2005 to 2012) of various series of MainStay Family of Funds (66 funds); formerly, Investment Company Institute (ICI) Board of Governors (2006 to 2014); ICI Executive Committee (2011 to 2014); and Chairman of the Independent Directors Council (2012 to 2014)
Michael Larson  
Year of birth   1959
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 2004
Principal occupation(s) during the past five years   Chief Investment Officer for William H. Gates III (since 1994)3
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Republic Services, Inc. (since 2009); Fomento Economico Mexicano, SAB (since 2011); Ecolab Inc. (since 2012); and formerly, AutoNation, Inc. (2010 to 2018)
Avedick B. Poladian  
Year of birth   1951
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 2007
Principal occupation(s) during the past five years   Director and Advisor (since 2017) and former Executive Vice President and Chief Operating Officer (2002 to 2016) of Lowe Enterprises, Inc. (privately held real estate and hospitality firm); formerly, Partner, Arthur Andersen, LLP (1974 to 2002)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Occidental Petroleum Corporation (since 2008); California Resources Corporation (2014 to 2021); and Public Storage (since 2010)

 

 

52

    Western Asset Premier Bond Fund


 

 Independent Trustees† (cont’d)    
William E.B. Siart  
Year of birth   1946
Position(s) with Fund   Trustee and Chairman of the Board
Term of office and length of time served1   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 (since 2005 to 2017); Chairman of Walt Disney Concert Hall, Inc. (1998 to 2006)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships 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)
Jaynie Miller Studenmund  
Year of birth   1954
Position(s) with Fund   Trustee
Term of office and length of time served1   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); Executive vice president for consumer and business banking for three national financial institutions (1984 to 1997)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Director of Pacific Premier Bancorp Inc. and Pacific Premier Bank (since 2019); Director of EXL (operations management and analytics company) (since 2018); Director of CoreLogic, Inc. (information, analytics and business services company) (2012 to 2021); formerly, Director of Pinnacle Entertainment, Inc. (gaming and hospitality company) (2012 to 2018); and Director of LifeLock, Inc. (identity theft protection company) (2015 to 2017)
Peter J. Taylor  
Year of birth   1958
Position(s) with Fund   Trustee
Term of office and length of time served1   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 funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Director of 23andMe, Inc. (genetics and health care services company) (since 2021); Director of Pacific Mutual Holding Company4 (since 2016); Member of the Board of Trustees of California State University system (2015 to 2022); Ralph M. Parson Foundation (since 2015); Kaiser Family Foundation (2012 to 2022); and Edison International (since 2011)

 

Western Asset Premier Bond Fund    

 

53


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

  Interested Trustees    
Ronald L. Olson5  
Year of birth   1941
Position(s) with Fund   Trustee
Term of office and length of time served1   Since 2005
Principal occupation(s) during the past five years   Partner of Munger, Tolles & Olson LLP (law partnership) (since 1968)
Number of funds in fund complex overseen by Trustee2   51
Other board memberships held by Trustee during the past five years   Director of Berkshire Hathaway, Inc. (since 1997); and Director of Provivi, Inc. (since 2017)
        
 Interested Trustee and Officer    
Jane Trust, CFA6  
Year of birth   1962
Position(s) with Fund   Trustee, President and Chief Executive Officer
Term of office and length of time served1   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 127 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of funds in fund complex overseen by Trustee2   127
Other board memberships held by Trustee during the past five years   None
        
 Additional Officers    

Ted P. Becker

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1951
Position(s) with Fund   Chief Compliance Officer
Term of office1 and length of time served7   Since 2007
Principal occupation(s) during the past five years   Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (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, Inc. (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020)

 

 

54

    Western Asset Premier Bond Fund


 

 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) with Fund   Secretary and Chief Legal Officer
Term of office1 and length of time served7   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (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) with Fund   Senior Vice President
Term of office1 and length of time served7   Since 2022
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2020 to 2022)

Christopher Berarducci

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1974
Position(s) with Fund   Treasurer and Principal Financial Officer
Term of office1 and length of time served7   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.

 

Western Asset Premier Bond Fund    

 

55


Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

 Additional Officers (cont’d)        

Jeanne M. Kelly

Franklin Templeton

280 Park Avenue, 8th Floor, New York, NY 10017

 
Year of birth   1951
Position(s) with Fund   Senior Vice President
Term of office1 and length of time served7   Since 2007
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

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

 

1 

Each of the Trustees of the Fund holds office until his or her successor shall have been duly elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removal from office and applicable law and the rules of the New York Stock Exchange. Each officer holds office until his or her respective successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified.

 

2 

Each board member also serves as a member of the Boards of Western Asset Inflation-Linked Opportunities & Income Fund, Western Asset Inflation-Linked Income Fund and Western Asset Investment Grade Income Fund Inc. (each a closed-end investment company) and the portfolios of Western Asset Funds, Inc., Legg Mason Partners Income Trust, Legg Mason Partners Institutional Trust, Legg Mason Partners Money Market Trust, Legg Mason Partners Premium Money Market Trust, Legg Mason Partners Variable Income Trust and Master Portfolio Trust (each an open-end investment company), which are all considered part of the same fund complex as the Fund.

 

3 

Mr. Larson is the chief investment officer for William H. Gates III and in that capacity oversees the investments of Mr. Gates and the investments of the Bill and Melinda Gates Foundation Trust (such combined investments are referred to as the “Accounts”). Since 1997, Western Asset has provided discretionary investment advice with respect to one or more Accounts.

 

4 

Western Asset and its affiliates provide investment advisory services with respect to registered investment companies sponsored by an affiliate of Pacific Mutual Holding Company (“Pacific Holdings”). Affiliates of Pacific Holdings receive compensation from LMPFA or its affiliates for shareholder or distribution services provided with respect to registered investment companies for which Western Asset or its affiliates serve as investment adviser.

 

5 

Mr. Olson is an “interested person” of the Fund, as defined in the 1940 Act, because his law firm has provided legal services to Western Asset.

 

6 

Ms. Trust is an “interested person” of the Fund, as defined in the 1940 Act, because of her position with LMPFA and/or certain of its affiliates.

 

7 

Indicates the earliest year in which the officer took such office. Each officer of the Fund is an “interested person” (as defined above) of the Fund.

 

 

56

    Western Asset Premier Bond Fund


Annual chief executive officer and principal financial officer certifications (unaudited)

 

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

 

Western Asset Premier Bond Fund    

 

57


Other shareholder communications regarding accounting matters (unaudited)

 

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

The CCO may be contacted at:

Franklin Resources Inc.

Compliance Department

280 Park Ave, 8th Floor

New York, NY 10017

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

 

 

58

    Western Asset Premier Bond Fund


Summary of information regarding the Fund (unaudited)

 

Investment Objective

The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds.

Principal Investment Policies and Strategies

Under normal market conditions, the Fund expects to invest substantially all (but at least 80%) of its total managed assets1 in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities, and at least 65% of its total managed assets in bonds that, at the time of purchase, are of investment grade quality. Investment grade quality bonds are bonds rated within a rating agency’s four highest grades (Baa or BBB or higher by Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings, Inc. (“Fitch”) or another nationally recognized rating agency) or bonds that are unrated but judged to be of comparable quality by Western Asset. The Fund may invest up to 35% of its total managed assets in bonds of below investment grade quality (commonly referred to as “junk” bonds) at the time of purchase.

The Fund expects that the average effective duration2 of its portfolio will range between 3.5 and seven years, although this target duration may change from time to time. If a security is rated by multiple nationally recognized statistical rating organizations (“NRSROs”) and receives different ratings, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.

The Fund may invest in commercial mortgage-related securities. Other mortgage-related securities in which the Fund may invest include residential mortgage-related securities, mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities (“SMBSs”), interests in real estate mortgage investment conduits, adjustable rate mortgages, real estate investment trusts (“REITs”), including debt and preferred stock issued by REITs, and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property. The Fund may also invest in other types of asset-backed securities that are offered in the marketplace.

The Fund may also enter into dollar roll transactions in which the Fund sells a fixed income security for delivery in the current month and simultaneously contracts to purchase substantially similar (same type, coupon and maturity) securities at an agreed upon future time.

 

1 

“Total managed assets” equals the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).

 

2 

Effective duration is a duration calculation for bonds with embedded options. Effective duration takes into account that expected cash flows will fluctuate as interest rates change. Please note, duration measures the sensitivity of price (the value of principal) of a fixed-income investment to a change in interest rates. Funds that employ leverage calculate effective duration based off of net assets.

 

Western Asset Premier Bond Fund    

 

59


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

 

The Fund currently anticipates leveraging its portfolio by borrowing an aggregate amount of up to 33 1/3% of its total managed assets from one or more banks or other financial institutions. The Fund may also borrow through reverse repurchase agreements, credit default swaps, dollar rolls and other investment techniques. The Fund may (but is not required to) cover its commitments under these instruments by the segregation of liquid assets, equal in value to the amount of the Fund’s commitments, or by entering into offsetting transactions or owning positions covering its obligations. To the extent these instruments are so covered, investment in the instruments will not be considered “leverage” by the Fund. The Fund is permitted to incur leverage in an amount up to 38% of its total managed assets. The precise amount of leverage used by the Fund may vary from time to time, and the Fund will not necessarily incur the maximum amount of leverage permitted.

The Fund may invest in securities or instruments other than bonds (including preferred stock) and may invest up to 10% of its total managed assets in instruments denominated in currencies other than the U.S. dollar. Trust preferred interests and capital securities are considered bonds and not preferred stock for purposes of the foregoing guidelines. Western Asset may, but is not required to, use a variety of derivative instruments to earn income, facilitate portfolio management and mitigate risks, including currency risk. Examples of derivative instruments that the Fund may use include options contracts, futures contracts, options on futures contracts, warrants and swaps, including credit default swaps.

Upon Western Asset’s recommendation, during temporary defensive periods and in order to keep the Fund’s cash fully invested, the Fund may invest up to 100% of its total managed assets in short-term investments, including, but not limited to, U.S. government securities, certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements. Short-term investments will be counted as bonds for purposes of the 80% test described above. The Fund may not achieve its investment objective under these circumstances.

The Fund may invest in “structured” notes and other related instruments, which are privately negotiated debt obligations the principal and/or interest of which is determined by reference to the performance of a benchmark asset or market (an “embedded index”), such as selected securities or an index of securities, or the differential performance of two assets or markets, such as indices reflecting bonds.

The Fund may invest up to 10% of its total managed assets in securities of other closed-end or open-end investment companies that invest primarily in bonds or other securities and instruments of the types in which the Fund may invest directly. This limitation applies only at the time a security is purchased, and the Fund is not required to dispose of securities if, due to market movements, greater than 10% of the Fund’s assets are invested in securities

 

 

60

    Western Asset Premier Bond Fund


 

of other investment companies. The Fund may also invest in money market funds, including funds affiliated with Western Asset or the Fund’s subadvisers.

The Fund may borrow money in an amount up to 5% of its total assets as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions that otherwise might require untimely dispositions of Fund securities.

Consistent with the Fund’s investment objective and policies, Western Asset may invest in new types of securities and engage in new types of investment practices if Western Asset believes that these investments and investment techniques may assist the Fund in achieving its investment objective. In addition, Western Asset may use investment techniques and instruments that are not specifically described herein.

Principal Risk Factors

The Fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Diversification does not assure against market loss.

Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in the Fund’s common shares represents an indirect investment in the fixed income securities and other investments owned by the Fund. The value of the Fund’s portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your shares may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.

Market Discount Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities. Whether investors will realize gains or losses upon the sale of the common share will depend not upon the Fund’s net asset value but upon whether the market price of the common share at the time of sale is above or below the investor’s purchase price for the common share.

Because the market price of the common share will be determined by factors such as relative supply of and demand for the common share in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the common share will trade at, above or below net asset value or at,

 

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

 

above or below the initial public offering price. The Fund’s common share is designed primarily for long term investors and you should not view the Fund as a vehicle for trading purposes.

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

 

 

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

 

 

Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including swaps, futures contracts, options on futures and options based on U.S. Treasury securities, for the purpose of reducing the interest rate sensitivity of the portfolio, although there is no assurance that it will do so or that such strategies will be successful. Recently, there have been inflationary price movements. As such, fixed income securities markets may experience heightened levels of interest rate volatility and liquidity risk.

 

 

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

 

 

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio’s current earnings

 

 

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  rate. A decline in income could affect the Fund’s common share price, its distributions or its overall return.

 

 

Duration Risk. For the simplest fixed income securities, “duration” indicates the average time at which the security’s cash flows are to be received. For simple fixed income securities with interest payments occurring prior to the payment of principal, duration is always less than maturity. In general, the lower the stated or coupon rate of interest of a fixed income security, the closer its duration will be to its final maturity; conversely, the higher the stated or coupon rate of interest of a fixed income security, the shorter its duration will be compared to its final maturity.

Determining duration becomes more complex when fixed income security features like floating or adjustable coupon payments, optionality (for example, the right of the issuer to prepay or call the security), and structuring (for example, the right of the holders of certain securities to receive priority as to the issuer’s cash flows) are considered. The calculation of “effective duration” attempts to take into account optionality and other complex features. Generally, the longer the effective duration of a security, the greater will be the expected change in the percentage price of the security with respect to a change in the security’s own yield. By way of illustration, a security with an effective duration of 3.5 years might normally be expected to go down in price by 35 bps if its yield goes up by 10 bps, while another security with an effective duration of 4.0 years might normally be expected to go down in price by 40 bps if its yield goes up by 10 bps. The assumptions that are made about a security’s features and options when calculating effective duration may prove to be incorrect. For example, many mortgage pass-through securities may have stated final maturities of 30 years, but current prepayment rates, which can vary widely under different economic conditions, may have a large influence on the pass-through security’s response to changes in yield. In these situations, the Fund’s portfolio manager may consider other analytical techniques that seek to incorporate the security’s additional features into the determination of its response to changes in its yield.

A security may change in price for a variety of reasons. For example, floating rate securities may have final maturities of ten or more years, but their effective durations will tend to be very short. If there is an adverse credit event, or a perceived change in the issuer’s creditworthiness, these securities could experience a far greater negative price movement than would be predicted by the change in the security’s yield in relation to its effective duration. As a result, investors should be aware that effective duration is not an exact measurement and may not reliably predict a security’s price sensitivity to changes in yield or interest rates.

 

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Extension Risk. When interest rates rise, repayments of fixed income securities, particularly asset- and mortgage- backed securities, may occur more slowly than anticipated, extending the effective duration of these fixed income securities at below market interest rates and causing their market prices to decline more than they would have declined due to the rise in interest rates alone. This may cause the Fund’s share price to be more volatile.

Financials Sector Risk. The Fund may be susceptible to adverse economic or regulatory occurrences affecting the financial services sector. Financial services companies are subject to extensive government regulation and, as a result, their profitability may be affected by new regulations or regulatory interpretations. Unstable interest rates can have a disproportionate effect on the financial services sector and financial services companies whose securities the Fund may purchase may themselves have concentrated portfolios, which makes them vulnerable to economic conditions that affect that sector. Financial services companies have also been affected by increased competition, which could adversely affect the profitability or viability of such companies.

Energy Sector Risk. The Fund may be susceptible to adverse economic or regulatory occurrences affecting the energy sector. The Fund’s performance may be susceptible to fluctuations in commodity prices, changes in the supply of or demand for energy commodities, an inability to acquire additional energy deposits sufficient to replace the natural depletion of existing reserves, environmental and safety regulations, seasonal and extreme weather, catastrophic events or accidents, acquisition costs and erroneous assumptions regarding new acquisitions and the cyclical fluctuation and intense price competition inherent to the energy industry. Additionally, companies operating in the energy sector are subject to industry-specific risks related to infrastructure, which includes transportation via pipeline, the gathering, processing and midstream storage of resources, variations in upstream and downstream demand, and the effects of land, weather and unforeseen events on oil, oilfields, coal stockpiles, power infrastructure and marine transportation.

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

Counterparty Risk. The Fund may enter into transactions with counterparties that become unable or unwilling to fulfill their contractual obligations. There can be no assurance that

 

 

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any such counterparty will not default on its obligations to the Fund. In the event of a counterparty default, the Fund may be hindered or delayed in exercising rights against a counterparty and may experience significant losses. To the extent that the Fund enters into multiple transactions with a single or small set of counterparties, the Fund will be subject to increased counterparty risk.

Lower and Unrated Securities Risk. The Fund may invest in below investment grade securities (commonly referred to as “high-yield” securities or “junk bonds”) at the time of investment. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.

Leverage Risk. The value of your investment may be more volatile if the Fund uses leverage through borrowing of money and, under certain circumstances, reverse repurchase agreements, credit default swaps, dollar roll transactions and other investment techniques. The Fund’s leveraging strategy may not be successful. Leverage is a speculative technique that may expose the Fund to greater risk and increased costs. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage. As a result, leverage will cause greater changes in the Fund’s net asset value than if leverage were not used. The Fund will also have to pay interest with respect to its leverage, which may reduce the Fund’s return. This expense may be greater than the Fund’s return on the underlying investments. It is anticipated that interest with respect to leverage will be based on shorter-term interest rates that would be periodically reset. There can be no assurance that the use of leverage will result in a higher yield on the shares. When leverage is employed, the net asset value and market price of the shares and the yield to shareholders will be more volatile. The use of leverage will cause the Fund’s net asset value to fall more sharply in response to increases in interest rates than it would in the absence of the use of leverage. Leverage creates two major types of risks for shareholders: the likelihood of greater volatility of net asset value and market price of the shares because changes in the value of the Fund’s assets, including investments bought with the proceeds from the use of leverage, are borne entirely by the shareholders; and the possibility either that net investment income will fall if the interest and dividend rates on leverage rise or that net investment income will fluctuate because the interest and dividend rates on leverage vary.

Because the fees received by Western Asset are based on the average weekly value of the Fund’s total managed assets, Western Asset has a financial incentive for the Fund to incur leverage, which may create a conflict of interest between Western Asset and the

 

Western Asset Premier Bond Fund    

 

65


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

 

shareholders. The fees paid to Legg Mason Partners Fund Adviser are also based on the average weekly assets of the Fund.

Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. The Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, is unable to inspect audit work papers in certain foreign countries. Investors in foreign countries often have limited rights and few practical remedies to pursue shareholder claims, including class actions or fraud claims, and the ability of the Securities and Exchange Commission (the “SEC”), the U.S. Department of Justice and other authorities to bring and enforce actions against foreign issuers or foreign persons is limited. Foreign investments may also be adversely affected by U.S. government or international interventions, restrictions or economic sanctions, which could negatively affect the value of an investment or result in the Fund selling an investment at a disadvantageous time. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.

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

 

 

66

    Western Asset Premier Bond Fund


 

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

Mortgage-backed and Asset-backed Securities Risk. When market interest rates increase, the market values of mortgage-backed securities decline. At the same time, mortgage refinancings and prepayments slow, which lengthens the effective duration of these securities. As a result, the negative effect of the interest rate increase on the market value of mortgage-backed securities is usually more pronounced than it is for other types of fixed income securities, potentially increasing the volatility of the Fund. Conversely, when market interest rates decline, while the value of mortgage-backed securities may increase, the rate of prepayment of the underlying mortgages also tends to increase, which shortens the effective duration of these securities. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations and the value of property that secures the mortgage may decline in value and be insufficient, upon foreclosure, to repay the associated loan. Investments in asset-backed securities are subject to similar risks.

Derivatives Risk. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

 

Western Asset Premier Bond Fund    

 

67


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

 

Futures contracts require the Fund to deposit “initial margin” and may require the Fund to increase the level of its initial margin payment as a result of margin calls. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a disadvantageous time or price. If the Fund were unable to liquidate a futures contract or an option on a futures position due to the absence of a liquid secondary market, the imposition of price limits or otherwise, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the future or option or to maintain cash or securities in a segregated account.

Effective August 19, 2022, the Fund began operating under Rule 18f-4 under the 1940 Act which, among other things, governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value at risk (VaR) based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount is not subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. Rule 18f-4 may limit the Fund’s ability to use derivatives as part of its investment strategy.

Credit default swap contracts involve heightened risks and may result in losses to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.

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

Portfolio Turnover Risk. The length of time the Fund has held a particular security is not generally a consideration in investment decisions. A change in the securities held by the Fund is known as “portfolio turnover.” As a result of the Fund’s investment policies, under

 

 

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    Western Asset Premier Bond Fund


 

certain market conditions the Fund’s turnover rate may be higher than that of other investment companies. Portfolio turnover generally involves some expense to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities. These transactions may result in realization of taxable capital gains.

Higher portfolio turnover rates, such as those above 100%, are likely to result in higher brokerage commissions or other transaction costs and could give rise to a greater amount of taxable capital gains.

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.

Liquidity Risk. Liquidity risk exists when particular investments are difficult to sell. Securities may become “illiquid securities” after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.

Valuation Risk. The sales price the Fund could receive for any particular portfolio investment may differ from the Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. These differences may increase significantly and affect Fund investments more broadly during periods of market volatility. The Fund’s ability to value its investments may be impacted by technological issues and/or errors by pricing services or other third party service providers. The valuation of the Fund’s investments involves subjective judgment.

Investment in Other Investment Companies Risk. If the Fund acquires shares of investment companies, including ones affiliated with the Fund, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies (to the extent not offset by Western Asset or its affiliates through waivers).

Anti-Takeover Provisions Risk. The Fund’s Agreement and Declaration of Trust and Bylaws include provisions that are intended to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance,

 

Western Asset Premier Bond Fund    

 

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

 

however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.

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

For example, the ongoing impact of COVID-19 and its subsequent variants have been rapidly evolving and have resulted in extreme volatility in the financial markets; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel; significant disruptions to business operations (including business closures); strained healthcare systems; and disruptions to supply chains, consumer demand and employee availability. Some sectors of the economy and individual issuers have experienced particularly large losses. While in the process of gradually reversing, these circumstances may continue for an extended period of time and may result in a sustained domestic or even global economic downturn or recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. Developing or emerging market countries may be more impacted by the COVID-19 pandemic as they may have less established health care systems and may be less able to control or mitigate the effects of the pandemic. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, have taken extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve

 

 

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the desired results. Government actions to mitigate the economic impact of the pandemic have resulted in a large expansion of government deficits and debt, the long term consequences of which are not known. Recently, inflation and interest rates have increased and may rise further. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance. In addition, the COVID-19 pandemic, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. In 2017, the U.K. Financial Conduct Authority (“FCA”) announced its intention to cease compelling banks to provide the quotations needed to sustain LIBOR after 2021. ICE Benchmark Administration, the administrator of LIBOR, ceased publication of most LIBOR settings on a representative basis at the end of 2021 and is expected to cease publication of a majority of U.S. dollar LIBOR settings on a representative basis after June 30, 2023. In addition, global regulators have announced that, with limited exceptions, no new LIBOR-based contracts should be entered into after 2021. Actions by regulators have resulted in the establishment of alternative reference rates to LIBOR in most major currencies. In March 2022, the U.S. federal government enacted legislation to establish a process for replacing LIBOR in certain existing contracts that do not already provide for the use of a clearly defined or practicable replacement benchmark rate as described in the legislation. Generally speaking, for contracts that do not contain a fallback provision as described in the legislation, a benchmark replacement recommended by the Federal Reserve Board will effectively automatically replace the USD LIBOR benchmark in the contract after June 30, 2023. The recommended benchmark replacement will be based on the Secured Overnight Financing Rate (SOFR) published by the Federal Reserve Bank of New York, including certain spread adjustments and benchmark replacement conforming changes. Various financial industry groups have been planning for the transition away from LIBOR, but there remains uncertainty regarding the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. The transition away from LIBOR may lead to increased volatility and illiquidity in markets that rely on LIBOR and may adversely affect the Fund’s performance. The transition may also result in a reduction in the value of certain LIBOR-based investments held by the Fund or reduce the effectiveness of related transactions such as hedges. Any such effects of the transition away from LIBOR, as well as other unforeseen effects, could result in losses for the Fund. Since the usefulness of LIBOR as a benchmark could also deteriorate during the transition period, effects could occur at any time.

Operational Risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human

 

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

 

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

Cybersecurity Risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or customer data (including private shareholder information), or proprietary information, cause the Fund, Western Asset, the subadvisers and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing or exchanging shares or receiving distributions. The Fund, Western Asset, and the subadvisers have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund, Western Asset and/or the subadvisers. Cybersecurity incidents may result in financial losses to the Fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which the Fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.

Because technology is frequently changing, new ways to carry out cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the Fund’s ability to plan for or respond to a cyber attack. Like other funds and business enterprises, the Fund, Western Asset, Western London and their service providers are subject to the risk of cyber incidents occurring from time to time.

More Information

For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s prospectus and statement of additional information, dated March 25, 2002, as amended or superseded by subsequent disclosures. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.

 

 

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    Western Asset Premier Bond Fund


Dividend reinvestment plan (unaudited)

 

The Fund and Computershare Inc. (“Agent”), as the Transfer Agent and Registrar of the Fund, offer a convenient way to add shares of the Fund to your account. The Fund offers to all common shareholders a Dividend Reinvestment Plan (“Plan”). Under the Plan, cash distributions (e.g., dividends and capital gains) of registered shareholders (those who own shares in their own name on the Fund’s records) on the common shares are automatically invested in shares of the Fund unless the shareholder elects otherwise by contacting the Agent at the address set forth below. Shareholders who own shares in a brokerage, bank or other financial institution account must contact the company where their account is held in order to participate in the Plan.

As a participant in the Dividend Reinvestment Plan you will automatically receive your dividend or net capital gains distribution in newly issued shares of the Fund if the market price of a share on the date of the distribution is at or above the NAV of a Fund share, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market. The number of shares to be issued to you will be determined by dividing the amount of the cash distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the NAV per share on such date or 95% of the market price of a share on such date. If the market price of a share on such distribution date is below the NAV, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market, the Agent will, as agent for the participants, buy shares of the Fund through a broker on the open market. The price per share of shares purchased for each participant’s account with respect to a particular dividend or other distribution will be the average price (including brokerage commissions, transfer taxes and any other costs of purchase) of all shares purchased with respect to that dividend or other distribution. All common shares acquired on your behalf through the Plan will be automatically credited to an account maintained on the books of the Agent. Full and fractional shares will be voted by the Agent in accordance with your instructions.

Additional information regarding the plan

The Fund will pay all costs applicable to the Plan, except for brokerage commissions for open market purchases by the Agent under the Plan, which will be charged to participants. All shares acquired through the Plan receive voting rights and are eligible for any share split, share dividend, or other rights accruing to shareholders that the Board of Trustees may declare. Registered shareholder may terminate participation in the Plan at any time by giving notice to the Agent. Such termination will be effective prior to the record date next succeeding the receipt of such instructions or by a later date of termination specified in such instructions. Upon termination, a participant will receive a certificate for the full shares credited to his or her account or may request the sale of all or part of such shares. Fractional shares credited to a terminating account will be paid for in cash at the current market price at the time of termination. Shareholders who own shares in a brokerage, bank or other financial institution account must contact the company where their account is held in order to terminate participation in the Plan.

 

Western Asset Premier Bond Fund    

 

73


Dividend reinvestment plan (unaudited) (cont’d)

 

Dividends and other distributions invested in additional shares under the Plan are subject to income tax just as if they had been received in cash. After year end, dividends paid on the accumulated shares will be included in the Form 1099-DIV information return to the Internal Revenue Service (IRS) and only one Form 1099-DIV will be sent to participants each year. Inquiries regarding the Plan, as well as notices of termination, should be directed to Computershare Inc., P.O. Box 43006 Providence, RI 02940-3078. Investor Relations Telephone number 1-888-888-0151.

 

 

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Important tax information (unaudited)

 

By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.

The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.

The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended December 31, 2022:

 

       Pursuant to:        Amount Reported  
Qualified Net Interest Income (QII)    § 871(k)(1)(C)      $ 5,647,599  
Section 163(j) Interest Earned    § 163(j)      $ 12,361,996  

 

Western Asset Premier Bond Fund    

 

75


Western Asset

Premier Bond Fund

 

Trustees

Robert Abeles, Jr

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Ronald L. Olson

Avedick B. Poladian

William E.B. Siart

Chairman

Jaynie M. Studenmund

Peter J. Taylor

Jane Trust

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci

Treasurer and Principal Financial Officer

Ted P. Becker

Chief Compliance Officer

Marc A. De Oliveira

Secretary and Chief Legal Officer

Thomas C. Mandia

Senior Vice President

Jeanne M. Kelly

Senior Vice President

Western Asset Premier Bond Fund

620 Eighth Avenue

47th Floor

New York, NY 10018

Investment advisers

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company Pte. Ltd.

Western Asset Management Company Ltd

Custodian

The Bank of New York Mellon

Independent registered public accounting firm

PricewaterhouseCoopers LLP

100 East Pratt Street

Baltimore, MD 21202

Legal counsel

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Transfer agent

Computershare Inc.

P.O. Box 43006

Providence, RI 02940-3078

New York Stock Exchange Symbol

WEA


Legg Mason Funds Privacy and Security Notice

 

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

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

The Type of Nonpublic Personal Information the Funds Collect About You

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

Online account access user IDs, passwords, security challenge question responses.

How the Funds Use Nonpublic Personal Information About You

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

The Funds may disclose information about you to:

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

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

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

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Funds at 1-877-721-1926 for the Western Asset Money Market Funds or 1-888-777-0102 for the Legg Mason-sponsored closed-end funds.

Revised October 2022

 

NOT PART OF THE ANNUAL REPORT


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

 

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker, dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

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

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

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

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

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

Contact Information

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

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2022

 

NOT PART OF THE ANNUAL REPORT


Western Asset Premier Bond Fund

Western Asset Premier Bond Fund

620 Eighth Avenue

47th Floor

New York, NY 10018

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

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

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

Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.

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

Computershare Inc.

P.O. Box 43006

Providence, RI 02940-3078

 

 

WASX013147 2/23 SR23-4613


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that Mr. Robert Abeles, Jr., possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial expert,” and have designated Mr. Abeles as the Audit Committee’s financial expert. Mr. Abeles is an “independent” Director pursuant to paragraph (a) (2) of Item 3 to Form N-CSR.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending December 31, 2021 and December 31, 2022 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $66,192 in December 31, 2021 and $66,192 in December 31, 2022.

(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, 2021 and $0 in December 31, 2022.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $10,000 in December 31, 2021 and $10,000 in December 31, 2022. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Premier Bond Fund were $0 in December 31, 2021 and $0 in December 31, 2022.

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

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

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the


engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

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

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

(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable.

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Premier Bond Fund, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Premier Bond Fund during the reporting period were $343,489 in December 31, 2021 and $350,359 in December 31, 2022.

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

(i) Not applicable.

(j) Not applicable.


ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

Robert Abeles, Jr

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Avedick B. Poladian

William E.B. Siart

JaynieM. Studenmund

Peter J. Taylor

b) Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Western Asset Management Company, LLC

Proxy Voting Policies and Procedures

BACKGROUND

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

POLICY

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

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual


obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of 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 Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

   

Proxies are reviewed to determine accounts impacted.

 

   

Impacted accounts are checked to confirm Western Asset voting authority.

 

   

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

 

   

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

 

   

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


   

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

Timing

Western Asset’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)

A copy of Western Asset’s proxy voting policies and procedures.

 

  b)

Copies of proxy statements received with respect to securities in client accounts.

 

  c)

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

  d)

Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

  e)

A proxy log including:

 

  1.

Issuer name;

 

  2.

Exchange ticker symbol of the issuer’s shares to be voted;

 

  3.

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4.

A brief identification of the matter voted on;

 

  5.

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for a period of not less than five years with the first two years in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies and procedures are described in the firm’s Part 2A of Form ADV. 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 are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

  1.

Whether Western 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. This principle extends to Environmental, Social and Governance matters. 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 Matters

Western Asset considers ESG matters as part of the overall investment process. 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 Environmental, Social and Governance 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.

As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.


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.

Western Asset’s engagement process is aligned with the principles of the United Nations Global Compact (UNGC) and engages with issuers on the principles enshrined within it. Some of these issues include, but are not restricted to, Climate Risk and Environmental Management, Diversity and Development of Talent, Human Rights and Supply Chain Management, Product Safety and Security, Transparency in Reporting and Governance and Corporate Management As such, Western Asset seeks to integrate ESG principles into investment analysis where applicable and consistent with the Firm’s fiduciary duties. Although bondholders possess very different legal rights than shareholders, Western Asset believes it can impact ESG practices given its role in determining issuers’ cost of debt capital. By reinforcing the linkage between ESG practices and the cost of capital in meetings with issues, Western Asset seeks to guide issuers to improve their behavior around material ESG issues. Proxy voting practices reflect these priorities.

Situations can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm’s fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts and circumstances of each proposal.

Retirement Accounts

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.


Western Asset Management Company Limited

Proxy Voting and Corporate Actions Policy

NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.

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

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

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

RESPONSIBILITY AND OVERSIGHT

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

CLIENT AUTHORITY

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

PROXY GATHERING

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

PROXY VOTING

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

 

   

Proxies are reviewed to determine accounts impacted.

 

   

Impacted accounts are checked to confirm Western Asset voting authority.


   

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

 

   

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

 

   

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

 

   

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

TIMING

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

RECORDKEEPING

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

A copy of Western Asset’s policies and procedures.

Copies of proxy statements received regarding client securities.

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

A proxy log including:

 

   

Issuer name;

 

   

Exchange ticker symbol of the issuer’s shares to be voted;

 

   

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

   

A brief identification of the matter voted on;

 

   

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

 

   

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

DISCLOSURE

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

CONFLICT OF INTEREST

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:


   

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

   

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

   

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

VOTING GUIDELINES

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

BOARD APPROVAL PROPOSALS

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

Matters relating to the Board of Directors – Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

   

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

   

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

   

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

   

Votes are cast on a case-by-case basis in contested elections of directors.

Matters relating to Executive Compensation – Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by- case basis on board-approved proposals relating to executive compensation, except as follows:

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

   

Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

   

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

Matters relating to Capitalization – The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board- approved


proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

   

Western Asset votes for proposals relating to the authorization of additional common stock;

 

   

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits);

 

   

Western Asset votes for proposals authorizing share repurchase programs;

 

   

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions;

 

   

Western Asset votes these issues on a case-by-case basis on board-approved transactions;

Matters relating to Anti-Takeover Measures – Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

   

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans;

 

   

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

Other Business Matters – Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

   

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws;

 

   

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

SHAREHOLDER PROPOSALS

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans;

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals;

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

VOTING SHARES OF INVESTMENT COMPANIES

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

 

 

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

 

 

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

VOTING SHARES OF FOREIGN ISSUERS

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

 

   

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

 

   

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


   

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

 

   

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

RETIREMENT ACCOUNTS

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary.

Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.

CORPORATE ACTIONS

Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to any such corporate actions.


Western Asset Management Company Ltd (“WAMJ”) Proxy Voting Policies and Procedures

POLICY

As a fixed income only manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.

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

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

PROCEDURE

Responsibility and Oversight

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

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  a.

Proxies are reviewed to determine accounts impacted.

 

  b.

Impacted accounts are checked to confirm WAMJ voting authority.

 

  c.

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

 

  d.

If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and WAMJ obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by


  applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle), WAMJ seeks voting instructions from an independent third party.

 

  e.

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

 

  f.

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

Timing

WAMJ personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

WAMJ maintains records of proxies. These records include:

 

  a.

A copy of WAMJ’s policies and procedures.

 

  b.

Copies of proxy statements received regarding client securities.

 

  c.

A copy of any document created by WAMJ that was material to making a decision how to vote proxies.

 

  d.

Each written client request for proxy voting records and WAMJ’s written response to both verbal and written client requests.

 

  e.

A proxy log including:

 

  1.

Issuer name;

 

  2.

Exchange ticker symbol of the issuer’s shares to be voted;

 

  3.

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

  4.

A brief identification of the matter voted on;

 

  5.

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in WAMJ’s offices.

Disclosure

WAMJ’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:


  1.

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2.

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

  3.

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

WAMJ’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

  1b.

Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

  1.

Matters relating to the Board of Directors

WAMJ votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a.

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d.

Votes are cast on a case-by-case basis in contested elections of directors.

 

  2.

Matters relating to Executive Compensation

WAMJ generally favors compensation programs that relate executive compensation to a company’s long- term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for stock option plans that will result in a minimal annual dilution.

 

  b.

WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options.


  c.

WAMJ votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

  3.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, WAMJ votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.

 

  a.

WAMJ votes for proposals relating to the authorization of additional common stock.

 

  b.

WAMJ votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c.

WAMJ votes for proposals authorizing share repurchase programs.

 

  4.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on a case-by-case basis on board-approved transactions.

 

  5.

Matters relating to Anti-Takeover Measures

WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a.

WAMJ votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b.

WAMJ votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6.

Other Business Matters

WAMJ votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a.

WAMJ votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b.

WAMJ votes against authorization to transact other unidentified, substantive business at the meeting.

 

  2b.

Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. WAMJ votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  a.

WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  b.

WAMJ votes for shareholder proposals that are consistent with WAMJ’s proxy voting guidelines for board-approved proposals.

 

  c.

WAMJ votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

  3b.

Voting Shares of Investment Companies

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


   

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

 

   

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

 

  4b.

Voting Shares of Foreign Issuers

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

 

  1.

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

 

  2.

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

 

  3.

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

WAMJ votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.


Western Asset Management Company Pte. Ltd. (“WAMS”)

Compliance Policies and Procedures

Proxy Voting

WAMS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.

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

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

Procedure

Responsibility and Oversight

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

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

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


  4.

If a material conflict of interest exists, (4.1) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (4.2) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

  5.

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

 

  6.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

   

A copy of Western Asset’s policies and procedures.

 

   

Copies of proxy statements received regarding client securities.

 

   

A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

   

Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

   

A proxy log including:

 

   

Issuer name;

 

   

Exchange ticker symbol of the issuer’s shares to be voted;

 

   

Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

 

   

A brief identification of the matter voted on;

 

   

Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

 

   

Whether the vote was cast for or against the recommendation of the issuer’s management team.

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:


   

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

   

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

   

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers.

Part 1 - Board Approved Proposals 

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

   

Matters relating to the Board of Directors. Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

   

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

   

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

   

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

   

Votes are cast on a case-by-case basis in contested elections of directors.

 

   

Matters relating to Executive Compensation. Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

   

Western Asset votes against stock option plans or proposals that permit replacing or re-pricing of underwater options.

 

   

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

   

Matters relating to Capitalization. The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are


 

unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

   

Western Asset votes for proposals relating to the authorization of additional common stock.

 

   

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

   

Western Asset votes for proposals authorizing share repurchase programs.

 

   

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

   

Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

   

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

   

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

   

Other Business Matters. Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

   

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

   

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

Part 2 - Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

   

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

   

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

   

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

Part 3 – Voting Shares of Investment Companies

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

 

   

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

 

   

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

Part 4 – Voting Shares of Foreign Issuers

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

 

   

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


   

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

 

   

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

 

   

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have pre-emptive rights.

Retirement Accounts

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager. In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (1) the right to vote proxies has been reserved to a named fiduciary of the client, and (2) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.


ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND ADDRESS

  

LENGTH OF PRINCIPAL OCCUPATION(S) DURING TIME SERVED PAST 5 YEARS

S. Kenneth Leech

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2014    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014.

Michael C. Buchanan
Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

  

Since

2010

   Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management

Christopher F. Kilpatrick

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

  

Since

2012

   Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years.

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of December 31, 2022.

Other Accounts Managed by Portfolio Managers

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories:

registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.


Name of PM

   Type of Account    Number of
Accounts
Managed
   Total Assets
Managed
   Number of
Accounts
Managed for
which
Advisory Fee is
Performance-
Based
   Assets
Managed for
which

Advisory Fee is
Performance-
Based

S. Kenneth

Leech‡

   Other
Registered
Investment
Companies

 

   94    $146.79 billion    None    None
   Other
Pooled
Vehicles
   316    $70.47 billion    26    $2.74 billion
  

 

Other
Accounts

 

   638    $177.25 billion    26    $15.16 billion

Christopher

Kilpatrick‡

   Other
Registered
Investment
Companies

 

   7    $2.99 billion    None    None
   Other
Pooled
Vehicles

 

   5    $384 million    2    $209 million
   Other
Accounts

 

   None    None    None    None

Michael

Buchanan‡

   Other
Registered
Investment
Companies

 

   31    $16.75 billion    None    None
   Other
Pooled
Vehicles

 

   64    $18.68 billion    6    $1.30 billion
   Other
Accounts
   152    $50.59 billion    7    $2.50 billion

 

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

(a)(3): Investment Professional Compensation

Conflicts of Interest

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


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

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

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

Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.

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

Investment Professional Compensation

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


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

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

 

Investment Professional(s)   

Dollar Range of

Portfolio Securities Beneficially Owned

S. Kenneth Leech

   A

Michael C. Buchanan

   A

Christopher Kilpatrick

   A

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

 

ITEM 9.

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

Not applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.


  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting

 

ITEM 12.

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

Not applicable.

 

ITEM 13.

EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit 99.CODE ETH

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

Exhibit 99.CERT

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

Exhibit 99.906CERT


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Western Asset Premier Bond Fund

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer
Date:   February 28, 2023

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 28, 2023
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer
Date:   February 28, 2023

1 Year Western Asset Premier Chart

1 Year Western Asset Premier Chart

1 Month Western Asset Premier Chart

1 Month Western Asset Premier Chart