11/25/2024 | Press release | Distributed by Public on 11/25/2024 06:41
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 811-07920
Western Asset High Income Opportunity Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
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: September 30
Date of reporting period: September 30, 2024
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
Letter from the chairman
|
III
|
Fund overview
|
1
|
Fund at a glance
|
7
|
Fund performance
|
8
|
Schedule of investments
|
10
|
Statement of assets and liabilities
|
27
|
Statement of operations
|
28
|
Statements of changes in net assets
|
29
|
Financial highlights
|
30
|
Notes to financial statements
|
32
|
Report of independent registered public accounting firm
|
43
|
Board approval of management and subadvisory agreements
|
44
|
Additional information
|
51
|
Annual chief executive officer and principal financial officer certifications
|
58
|
Other shareholder communications regarding accounting matters
|
59
|
Summary of information regarding the Fund
|
60
|
Dividend reinvestment plan
|
71
|
Important tax information
|
73
|
Performance Snapshot as of September 30, 2024
|
|
Price Per Share
|
12-Month
Total Return**
|
$4.23 (NAV)
|
12.87
%†
|
$4.05 (Market Price)
|
24.11
%‡
|
Net Asset Value
|
|
Average annual total returns1
|
|
Twelve Months Ended 9/30/24
|
12.87
%
|
Five Years Ended 9/30/24
|
2.86
|
Ten Years Ended 9/30/24
|
3.50
|
Cumulative total returns1
|
|
9/30/14 through 9/30/24
|
41.05
%
|
Market Price
|
|
Average annual total returns2
|
|
Twelve Months Ended 9/30/24
|
24.11
%
|
Five Years Ended 9/30/24
|
4.40
|
Ten Years Ended 9/30/24
|
4.67
|
Cumulative total returns2
|
|
9/30/14 through 9/30/24
|
57.90
%
|
1
|
Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value.
|
2
|
Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in
accordance with the Fund's Dividend Reinvestment Plan.
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Corporate Bonds & Notes - 84.3%
|
|||||
Communication Services - 14.4%
|
|||||
Diversified Telecommunication Services - 3.0%
|
|||||
Altice Financing SA, Senior Secured Notes
|
5.000%
|
1/15/28
|
1,050,000
|
$889,125
(a)
|
|
Altice Financing SA, Senior Secured Notes
|
5.750%
|
8/15/29
|
4,690,000
|
3,773,405
(a)
|
|
Altice France Holding SA, Senior Secured
Notes
|
8.000%
|
5/15/27
|
720,000
EUR
|
250,459
(b)
|
|
Altice France Holding SA, Senior Secured
Notes
|
10.500%
|
5/15/27
|
2,770,000
|
960,824
(a)
|
|
Altice France Holding SA, Senior Secured
Notes
|
6.000%
|
2/15/28
|
1,230,000
|
384,262
(a)
|
|
Altice France SA, Senior Secured Notes
|
5.125%
|
7/15/29
|
750,000
|
528,111
(a)
|
|
Altice France SA, Senior Secured Notes
|
5.500%
|
10/15/29
|
1,890,000
|
1,325,909
(a)
|
|
Level 3 Financing Inc., Senior Secured
Notes
|
11.000%
|
11/15/29
|
1,760,000
|
1,951,533
(a)
|
|
Optics Bidco SpA, Senior Secured Notes
|
6.000%
|
9/30/34
|
939,000
|
955,263
(a)
|
|
Telecom Argentina SA, Senior Notes
|
9.500%
|
7/18/31
|
930,000
|
966,270
(a)
|
|
Telecom Italia Capital SA, Senior Notes
|
6.000%
|
9/30/34
|
61,000
|
60,889
|
|
Total Diversified Telecommunication Services
|
12,046,050
|
||||
Entertainment - 0.6%
|
|||||
Banijay Entertainment SAS, Senior Secured
Notes
|
8.125%
|
5/1/29
|
2,090,000
|
2,174,024
(a)
|
|
Interactive Media & Services - 0.3%
|
|||||
Match Group Holdings II LLC, Senior Notes
|
5.000%
|
12/15/27
|
1,000,000
|
991,604
(a)
|
|
Match Group Holdings II LLC, Senior Notes
|
3.625%
|
10/1/31
|
360,000
|
322,677
(a)
|
|
Total Interactive Media & Services
|
1,314,281
|
||||
Media - 5.6%
|
|||||
CCO Holdings LLC/CCO Holdings Capital
Corp., Senior Notes
|
4.250%
|
1/15/34
|
3,850,000
|
3,161,408
(a)
|
|
Charter Communications Operating LLC/
Charter Communications Operating Capital
Corp., Senior Secured Notes
|
3.850%
|
4/1/61
|
8,520,000
|
5,229,797
|
|
Clear Channel Outdoor Holdings Inc.,
Senior Notes
|
7.750%
|
4/15/28
|
570,000
|
510,523
(a)
|
|
Clear Channel Outdoor Holdings Inc.,
Senior Notes
|
7.500%
|
6/1/29
|
1,140,000
|
982,821
(a)
|
|
DirecTV Financing LLC, Senior Secured
Notes
|
8.875%
|
2/1/30
|
500,000
|
503,468
(a)
|
|
DISH DBS Corp., Senior Notes
|
5.875%
|
11/15/24
|
333,000
|
331,369
|
|
DISH DBS Corp., Senior Notes
|
7.375%
|
7/1/28
|
860,000
|
645,324
|
|
DISH DBS Corp., Senior Notes
|
5.125%
|
6/1/29
|
6,248,000
|
4,197,791
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Media - continued
|
|||||
iHeartCommunications Inc., Senior Secured
Notes
|
6.375%
|
5/1/26
|
800,000
|
$700,935
|
|
Sirius XM Radio Inc., Senior Notes
|
4.125%
|
7/1/30
|
1,000,000
|
907,572
(a)
|
|
Sirius XM Radio Inc., Senior Notes
|
3.875%
|
9/1/31
|
1,000,000
|
872,079
(a)
|
|
Univision Communications Inc., Senior
Secured Notes
|
6.625%
|
6/1/27
|
1,400,000
|
1,405,501
(a)
|
|
Virgin Media Vendor Financing Notes III
DAC, Senior Secured Notes
|
4.875%
|
7/15/28
|
2,000,000
GBP
|
2,476,834
(a)
|
|
VZ Secured Financing BV, Senior Secured
Notes
|
5.000%
|
1/15/32
|
680,000
|
627,010
(a)
|
|
Total Media
|
22,552,432
|
||||
Wireless Telecommunication Services - 4.9%
|
|||||
CSC Holdings LLC, Senior Notes
|
11.750%
|
1/31/29
|
1,550,000
|
1,499,185
(a)
|
|
CSC Holdings LLC, Senior Notes
|
4.125%
|
12/1/30
|
2,080,000
|
1,517,517
(a)
|
|
CSC Holdings LLC, Senior Notes
|
4.625%
|
12/1/30
|
1,410,000
|
716,707
(a)
|
|
CSC Holdings LLC, Senior Notes
|
4.500%
|
11/15/31
|
5,670,000
|
4,132,388
(a)
|
|
Millicom International Cellular SA, Senior
Notes
|
4.500%
|
4/27/31
|
1,750,000
|
1,578,876
(a)
|
|
Sprint Capital Corp., Senior Notes
|
6.875%
|
11/15/28
|
2,190,000
|
2,392,798
|
|
Sprint Capital Corp., Senior Notes
|
8.750%
|
3/15/32
|
5,910,000
|
7,337,298
|
|
Vmed O2 UK Financing I PLC, Senior
Secured Notes
|
4.750%
|
7/15/31
|
500,000
|
445,566
(a)
|
|
Total Wireless Telecommunication Services
|
19,620,335
|
||||
Total Communication Services
|
57,707,122
|
||||
Consumer Discretionary - 17.4%
|
|||||
Automobile Components - 3.0%
|
|||||
Adient Global Holdings Ltd., Senior Notes
|
4.875%
|
8/15/26
|
3,529,000
|
3,498,672
(a)
|
|
American Axle & Manufacturing Inc.,
Senior Notes
|
6.500%
|
4/1/27
|
3,903,000
|
3,916,227
|
|
Garrett Motion Holdings Inc./Garrett LX I
Sarl, Senior Notes
|
7.750%
|
5/31/32
|
560,000
|
573,527
(a)
|
|
JB Poindexter & Co. Inc., Senior Notes
|
8.750%
|
12/15/31
|
1,990,000
|
2,106,443
(a)
|
|
ZF North America Capital Inc., Senior
Notes
|
6.875%
|
4/14/28
|
880,000
|
889,038
(a)
|
|
ZF North America Capital Inc., Senior
Notes
|
7.125%
|
4/14/30
|
1,220,000
|
1,265,584
(a)
|
|
Total Automobile Components
|
12,249,491
|
||||
Automobiles - 1.1%
|
|||||
Ford Motor Co., Senior Notes
|
3.250%
|
2/12/32
|
500,000
|
425,975
|
|
Ford Motor Credit Co. LLC, Senior Notes
|
7.350%
|
3/6/30
|
1,000,000
|
1,083,337
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Automobiles - continued
|
|||||
Ford Motor Credit Co. LLC, Senior Notes
|
3.625%
|
6/17/31
|
2,020,000
|
$1,792,562
|
|
PM General Purchaser LLC, Senior Secured
Notes
|
9.500%
|
10/1/28
|
1,000,000
|
1,018,204
(a)
|
|
Total Automobiles
|
4,320,078
|
||||
Broadline Retail - 1.1%
|
|||||
Marks & Spencer PLC, Senior Notes
|
7.125%
|
12/1/37
|
2,190,000
|
2,416,798
(a)
|
|
MercadoLibre Inc., Senior Notes
|
3.125%
|
1/14/31
|
2,000,000
|
1,813,784
|
|
Total Broadline Retail
|
4,230,582
|
||||
Distributors - 0.5%
|
|||||
Ritchie Bros Holdings Inc., Senior Notes
|
7.750%
|
3/15/31
|
1,770,000
|
1,887,280
(a)
|
|
Diversified Consumer Services - 0.6%
|
|||||
Carriage Services Inc., Senior Notes
|
4.250%
|
5/15/29
|
600,000
|
556,393
(a)
|
|
Service Corp. International, Senior Notes
|
7.500%
|
4/1/27
|
1,975,000
|
2,064,550
|
|
Total Diversified Consumer Services
|
2,620,943
|
||||
Hotels, Restaurants & Leisure - 10.0%
|
|||||
888 Acquisitions Ltd., Senior Secured
Notes
|
7.558%
|
7/15/27
|
2,600,000
EUR
|
2,842,999
(a)
|
|
Carnival Holdings Bermuda Ltd., Senior
Notes
|
10.375%
|
5/1/28
|
1,510,000
|
1,630,337
(a)
|
|
Carnival PLC, Senior Notes
|
1.000%
|
10/28/29
|
5,780,000
EUR
|
5,603,441
|
|
Full House Resorts Inc., Senior Secured
Notes
|
8.250%
|
2/15/28
|
3,300,000
|
3,307,293
(a)
|
|
Hilton Domestic Operating Co. Inc., Senior
Notes
|
3.625%
|
2/15/32
|
2,000,000
|
1,808,677
(a)
|
|
Melco Resorts Finance Ltd., Senior Notes
|
5.375%
|
12/4/29
|
1,367,000
|
1,283,175
(a)
|
|
NCL Corp. Ltd., Senior Notes
|
3.625%
|
12/15/24
|
398,000
|
397,664
(a)
|
|
NCL Corp. Ltd., Senior Notes
|
5.875%
|
3/15/26
|
320,000
|
320,220
(a)
|
|
NCL Corp. Ltd., Senior Notes
|
7.750%
|
2/15/29
|
1,871,000
|
2,006,316
(a)
|
|
NCL Corp. Ltd., Senior Secured Notes
|
8.125%
|
1/15/29
|
260,000
|
278,257
(a)
|
|
NCL Finance Ltd., Senior Notes
|
6.125%
|
3/15/28
|
4,240,000
|
4,327,808
(a)
|
|
Pinnacle Bidco PLC, Senior Secured Notes
|
10.000%
|
10/11/28
|
900,000
GBP
|
1,285,227
(a)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
5.375%
|
7/15/27
|
2,980,000
|
3,008,695
(a)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
5.500%
|
4/1/28
|
1,840,000
|
1,864,479
(a)
|
|
Royal Caribbean Cruises Ltd., Senior Notes
|
5.625%
|
9/30/31
|
1,200,000
|
1,216,500
(a)
|
|
Viking Cruises Ltd., Senior Notes
|
5.875%
|
9/15/27
|
1,000,000
|
1,000,001
(a)
|
|
Viking Ocean Cruises Ship VII Ltd., Senior
Secured Notes
|
5.625%
|
2/15/29
|
2,550,000
|
2,543,485
(a)
|
|
VOC Escrow Ltd., Senior Secured Notes
|
5.000%
|
2/15/28
|
140,000
|
138,425
(a)
|
|
Wynn Macau Ltd., Senior Notes
|
5.625%
|
8/26/28
|
1,970,000
|
1,914,153
(a)
|
|
Wynn Macau Ltd., Senior Notes
|
5.125%
|
12/15/29
|
1,674,000
|
1,574,397
(a)
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Hotels, Restaurants & Leisure - continued
|
|||||
Wynn Resorts Finance LLC/Wynn Resorts
Capital Corp., Senior Notes
|
7.125%
|
2/15/31
|
1,730,000
|
$1,867,574
(a)
|
|
Total Hotels, Restaurants & Leisure
|
40,219,123
|
||||
Specialty Retail - 1.1%
|
|||||
FirstCash Inc., Senior Notes
|
4.625%
|
9/1/28
|
1,000,000
|
966,268
(a)
|
|
Global Auto Holdings Ltd./AAG FH UK Ltd.,
Senior Notes
|
8.750%
|
1/15/32
|
530,000
|
496,364
(a)
|
|
Michaels Cos. Inc., Senior Secured Notes
|
5.250%
|
5/1/28
|
1,800,000
|
1,330,369
(a)
|
|
Sally Holdings LLC/Sally Capital Inc.,
Senior Notes
|
6.750%
|
3/1/32
|
1,700,000
|
1,747,563
|
|
Total Specialty Retail
|
4,540,564
|
||||
Total Consumer Discretionary
|
70,068,061
|
||||
Consumer Staples - 0.1%
|
|||||
Food Products - 0.1%
|
|||||
FAGE International SA/FAGE USA Dairy
Industry Inc., Senior Notes
|
5.625%
|
8/15/26
|
549,000
|
545,308
(a)
|
|
Energy - 16.2%
|
|||||
Energy Equipment & Services - 0.2%
|
|||||
Noble Finance II LLC, Senior Notes
|
8.000%
|
4/15/30
|
850,000
|
877,671
(a)
|
|
Oil, Gas & Consumable Fuels - 16.0%
|
|||||
Apache Corp., Senior Notes
|
5.100%
|
9/1/40
|
950,000
|
845,320
|
|
Blue Racer Midstream LLC/Blue Racer
Finance Corp., Senior Notes
|
6.625%
|
7/15/26
|
515,000
|
516,300
(a)
|
|
Continental Resources Inc., Senior Notes
|
4.900%
|
6/1/44
|
1,050,000
|
898,647
|
|
Crescent Energy Finance LLC, Senior Notes
|
9.250%
|
2/15/28
|
660,000
|
688,791
(a)
|
|
Crescent Energy Finance LLC, Senior Notes
|
7.625%
|
4/1/32
|
750,000
|
750,859
(a)
|
|
Ecopetrol SA, Senior Notes
|
5.875%
|
5/28/45
|
4,110,000
|
3,087,983
|
|
Energy Transfer LP, Junior Subordinated
Notes (6.625% to 2/15/28 then 3 mo. USD
LIBOR + 4.155%)
|
6.625%
|
2/15/28
|
1,910,000
|
1,889,786
(c)(d)
|
|
EQM Midstream Partners LP, Senior Notes
|
4.500%
|
1/15/29
|
1,020,000
|
998,638
(a)
|
|
EQM Midstream Partners LP, Senior Notes
|
7.500%
|
6/1/30
|
780,000
|
857,189
(a)
|
|
EQM Midstream Partners LP, Senior Notes
|
4.750%
|
1/15/31
|
230,000
|
222,863
(a)
|
|
Hilcorp Energy I LP/Hilcorp Finance Co.,
Senior Notes
|
8.375%
|
11/1/33
|
1,140,000
|
1,229,922
(a)
|
|
Kinder Morgan Inc., Senior Notes
|
7.750%
|
1/15/32
|
6,920,000
|
8,084,755
|
|
New Generation Gas Gathering LLC, Senior
Secured Notes (3 mo. Term SOFR +
5.750%)
|
10.342%
|
9/30/29
|
254,054
|
250,243
(a)(d)(e)
|
|
NGPL PipeCo LLC, Senior Notes
|
7.768%
|
12/15/37
|
1,520,000
|
1,800,547
(a)
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Oil, Gas & Consumable Fuels - continued
|
|||||
Occidental Petroleum Corp., Senior Notes
|
5.875%
|
9/1/25
|
4,970,000
|
$4,995,213
|
|
Occidental Petroleum Corp., Senior Notes
|
5.550%
|
3/15/26
|
750,000
|
759,120
|
|
Occidental Petroleum Corp., Senior Notes
|
6.200%
|
3/15/40
|
1,070,000
|
1,111,716
|
|
Pan American Energy LLC, Senior Notes
|
8.500%
|
4/30/32
|
1,000,000
|
1,056,710
(a)
|
|
Permian Resources Operating LLC, Senior
Notes
|
5.375%
|
1/15/26
|
500,000
|
499,555
(a)
|
|
Permian Resources Operating LLC, Senior
Notes
|
6.250%
|
2/1/33
|
960,000
|
976,195
(a)
|
|
Petrobras Global Finance BV, Senior Notes
|
6.750%
|
1/27/41
|
4,370,000
|
4,423,886
|
|
Petroleos del Peru SA, Senior Notes
|
4.750%
|
6/19/32
|
1,500,000
|
1,186,751
(a)
|
|
Petroleos Mexicanos, Senior Notes
|
6.500%
|
6/2/41
|
1,000,000
|
733,793
|
|
Puma International Financing SA, Senior
Notes
|
7.750%
|
4/25/29
|
650,000
|
669,013
(a)
|
|
Range Resources Corp., Senior Notes
|
4.875%
|
5/15/25
|
1,540,000
|
1,533,486
|
|
Range Resources Corp., Senior Notes
|
8.250%
|
1/15/29
|
620,000
|
642,263
|
|
Rockies Express Pipeline LLC, Senior Notes
|
6.875%
|
4/15/40
|
1,140,000
|
1,111,637
(a)
|
|
Southwestern Energy Co., Senior Notes
|
5.700%
|
1/23/25
|
500,000
|
499,968
|
|
Southwestern Energy Co., Senior Notes
|
4.750%
|
2/1/32
|
750,000
|
718,057
|
|
Summit Midstream Holdings LLC/Summit
Midstream Finance Corp., Secured Notes
|
9.500%
|
10/15/26
|
1,430,000
|
1,462,713
(a)
|
|
Venture Global LNG Inc., Junior
Subordinated Notes (9.000% to 9/30/29
then 5 year Treasury Constant Maturity
Rate + 5.440%)
|
9.000%
|
9/30/29
|
1,120,000
|
1,136,121
(a)(c)(d)
|
|
Venture Global LNG Inc., Senior Secured
Notes
|
9.875%
|
2/1/32
|
2,660,000
|
2,957,433
(a)
|
|
Western Midstream Operating LP, Senior
Notes
|
4.050%
|
2/1/30
|
1,340,000
|
1,291,008
|
|
Western Midstream Operating LP, Senior
Notes
|
5.300%
|
3/1/48
|
1,070,000
|
972,579
|
|
Western Midstream Operating LP, Senior
Notes
|
5.250%
|
2/1/50
|
9,585,000
|
8,700,367
|
|
Williams Cos. Inc., Senior Notes
|
7.500%
|
1/15/31
|
620,000
|
707,337
|
|
Williams Cos. Inc., Senior Notes
|
5.750%
|
6/24/44
|
3,190,000
|
3,284,427
|
|
YPF SA, Senior Notes
|
6.950%
|
7/21/27
|
530,000
|
516,016
(a)
|
|
Total Oil, Gas & Consumable Fuels
|
64,067,207
|
||||
Total Energy
|
64,944,878
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Financials - 8.3%
|
|||||
Banks - 4.4%
|
|||||
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
|
3,200,000
|
$2,978,328
(a)(c)(d)
|
|
Banco Mercantil del Norte SA, Junior
Subordinated Notes (8.375% to 10/14/30
then 10 year Treasury Constant Maturity
Rate + 7.760%)
|
8.375%
|
10/14/30
|
500,000
|
524,659
(a)(c)(d)
|
|
BBVA Bancomer SA, Subordinated Notes
(5.125% to 1/17/28 then 5 year Treasury
Constant Maturity Rate + 2.650%)
|
5.125%
|
1/18/33
|
1,960,000
|
1,865,744
(a)(d)
|
|
BNP Paribas SA, Junior Subordinated
Notes (7.750% to 8/16/29 then 5 year
Treasury Constant Maturity Rate + 4.899%)
|
7.750%
|
8/16/29
|
1,470,000
|
1,552,233
(a)(c)(d)
|
|
Credit Agricole SA, Junior Subordinated
Notes (8.125% to 12/23/25 then USD 5
year ICE Swap Rate + 6.185%)
|
8.125%
|
12/23/25
|
2,290,000
|
2,358,414
(a)(c)(d)
|
|
HSBC Holdings PLC, Subordinated Notes
(8.113% to 11/3/32 then SOFR + 4.250%)
|
8.113%
|
11/3/33
|
1,440,000
|
1,712,749
(d)
|
|
Intesa Sanpaolo SpA, Subordinated Notes
|
5.710%
|
1/15/26
|
2,800,000
|
2,822,796
(a)
|
|
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
|
2,060,000
|
2,074,434
(c)(d)
|
|
Lloyds Banking Group PLC, Junior
Subordinated Notes (8.000% to 3/27/30
then 5 year Treasury Constant Maturity
Rate + 3.913%)
|
8.000%
|
9/27/29
|
1,840,000
|
1,975,915
(c)(d)
|
|
Total Banks
|
17,865,272
|
||||
Capital Markets - 0.6%
|
|||||
B3 SA - Brasil Bolsa Balcao, Senior Notes
|
4.125%
|
9/20/31
|
1,000,000
|
922,522
(b)
|
|
Credit Suisse AG AT1 Claim
|
-
|
-
|
10,560,000
|
316,800
*(e)(f)
|
|
StoneX Group Inc., Senior Secured Notes
|
7.875%
|
3/1/31
|
640,000
|
682,017
(a)
|
|
UBS Group AG, Junior Subordinated Notes
(9.250% to 11/13/28 then 5 year Treasury
Constant Maturity Rate + 4.745%)
|
9.250%
|
11/13/28
|
510,000
|
565,131
(a)(c)(d)
|
|
Total Capital Markets
|
2,486,470
|
||||
Consumer Finance - 0.6%
|
|||||
Navient Corp., Senior Notes
|
5.875%
|
10/25/24
|
1,080,000
|
1,079,445
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Consumer Finance - continued
|
|||||
Navient Corp., Senior Notes
|
6.750%
|
6/15/26
|
1,400,000
|
$1,432,274
|
|
Total Consumer Finance
|
2,511,719
|
||||
Financial Services - 1.8%
|
|||||
Boost Newco Borrower LLC, Senior
Secured Notes
|
7.500%
|
1/15/31
|
460,000
|
493,983
(a)
|
|
Boost Newco Borrower LLC/GTCR W Dutch
Finance Sub BV, Senior Secured Notes
|
8.500%
|
1/15/31
|
1,160,000
GBP
|
1,682,085
(a)
|
|
Jane Street Group/JSG Finance Inc., Senior
Secured Notes
|
7.125%
|
4/30/31
|
1,640,000
|
1,739,040
(a)
|
|
Rocket Mortgage LLC/Rocket Mortgage
Co-Issuer Inc., Senior Notes
|
3.625%
|
3/1/29
|
500,000
|
470,553
(a)
|
|
VFH Parent LLC/Valor Co-Issuer Inc., Senior
Secured Notes
|
7.500%
|
6/15/31
|
780,000
|
818,700
(a)
|
|
VistaJet Malta Finance PLC/Vista
Management Holding Inc., Senior Notes
|
7.875%
|
5/1/27
|
1,250,000
|
1,221,221
(a)
|
|
VistaJet Malta Finance PLC/Vista
Management Holding Inc., Senior Notes
|
6.375%
|
2/1/30
|
880,000
|
756,817
(a)
|
|
Total Financial Services
|
7,182,399
|
||||
Insurance - 0.3%
|
|||||
MetLife Capital Trust IV, Junior
Subordinated Notes
|
7.875%
|
12/15/37
|
1,010,000
|
1,126,155
(a)
|
|
Mortgage Real Estate Investment Trusts (REITs) - 0.6%
|
|||||
Apollo Commercial Real Estate
Finance Inc., Senior Secured Notes
|
4.625%
|
6/15/29
|
750,000
|
671,990
(a)
|
|
Ladder Capital Finance Holdings LLLP/
Ladder Capital Finance Corp., Senior Notes
|
5.250%
|
10/1/25
|
750,000
|
749,390
(a)
|
|
Starwood Property Trust Inc., Senior Notes
|
7.250%
|
4/1/29
|
780,000
|
818,853
(a)
|
|
Total Mortgage Real Estate Investment Trusts (REITs)
|
2,240,233
|
||||
Total Financials
|
33,412,248
|
||||
Health Care - 6.7%
|
|||||
Health Care Providers & Services - 5.0%
|
|||||
CHS/Community Health Systems Inc.,
Senior Secured Notes
|
5.625%
|
3/15/27
|
500,000
|
492,407
(a)
|
|
CHS/Community Health Systems Inc.,
Senior Secured Notes
|
6.000%
|
1/15/29
|
500,000
|
485,863
(a)
|
|
CHS/Community Health Systems Inc.,
Senior Secured Notes
|
4.750%
|
2/15/31
|
2,440,000
|
2,146,656
(a)
|
|
CHS/Community Health Systems Inc.,
Senior Secured Notes
|
10.875%
|
1/15/32
|
1,650,000
|
1,820,338
(a)
|
|
HCA Inc., Senior Notes
|
7.690%
|
6/15/25
|
170,000
|
173,119
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Health Care Providers & Services - continued
|
|||||
HCA Inc., Senior Notes
|
7.500%
|
11/15/95
|
6,265,000
|
$7,177,011
|
|
Legacy LifePoint Health LLC, Senior
Secured Notes
|
4.375%
|
2/15/27
|
750,000
|
736,140
(a)
|
|
Sotera Health Holdings LLC, Senior
Secured Notes
|
7.375%
|
6/1/31
|
990,000
|
1,029,361
(a)
|
|
Tenet Healthcare Corp., Secured Notes
|
6.250%
|
2/1/27
|
3,910,000
|
3,918,539
|
|
Tenet Healthcare Corp., Senior Notes
|
6.125%
|
10/1/28
|
1,890,000
|
1,906,594
|
|
Tenet Healthcare Corp., Senior Notes
|
6.875%
|
11/15/31
|
250,000
|
273,849
|
|
Total Health Care Providers & Services
|
20,159,877
|
||||
Pharmaceuticals - 1.7%
|
|||||
Bausch Health Cos. Inc., Senior Secured
Notes
|
4.875%
|
6/1/28
|
1,660,000
|
1,300,602
(a)
|
|
Cidron Aida Finco Sarl, Senior Secured
Notes
|
5.000%
|
4/1/28
|
637,000
EUR
|
690,507
(a)
|
|
Endo Finance Holdings Inc., Senior Secured
Notes
|
8.500%
|
4/15/31
|
1,000,000
|
1,072,783
(a)
|
|
Par Pharmaceutical Inc., Escrow
|
-
|
-
|
70,000
|
0
*(a)(e)(f)(g)
|
|
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
|
3.150%
|
10/1/26
|
1,150,000
|
1,106,250
|
|
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
|
5.125%
|
5/9/29
|
880,000
|
873,636
|
|
Teva Pharmaceutical Finance Netherlands
III BV, Senior Notes
|
4.100%
|
10/1/46
|
2,550,000
|
1,897,623
|
|
Total Pharmaceuticals
|
6,941,401
|
||||
Total Health Care
|
27,101,278
|
||||
Industrials - 10.2%
|
|||||
Aerospace & Defense - 1.7%
|
|||||
Bombardier Inc., Senior Notes
|
7.500%
|
2/1/29
|
2,990,000
|
3,166,293
(a)
|
|
Bombardier Inc., Senior Notes
|
7.250%
|
7/1/31
|
500,000
|
529,218
(a)
|
|
TransDigm Inc., Senior Secured Notes
|
7.125%
|
12/1/31
|
1,930,000
|
2,043,699
(a)
|
|
TransDigm Inc., Senior Secured Notes
|
6.625%
|
3/1/32
|
1,250,000
|
1,303,240
(a)
|
|
Total Aerospace & Defense
|
7,042,450
|
||||
Building Products - 0.4%
|
|||||
Masterbrand Inc., Senior Notes
|
7.000%
|
7/15/32
|
500,000
|
524,411
(a)
|
|
Standard Industries Inc., Senior Notes
|
5.000%
|
2/15/27
|
860,000
|
853,436
(a)
|
|
Standard Industries Inc., Senior Notes
|
4.375%
|
7/15/30
|
342,000
|
323,954
(a)
|
|
Total Building Products
|
1,701,801
|
||||
Commercial Services & Supplies - 2.1%
|
|||||
CoreCivic Inc., Senior Notes
|
4.750%
|
10/15/27
|
720,000
|
688,012
|
|
CoreCivic Inc., Senior Notes
|
8.250%
|
4/15/29
|
3,330,000
|
3,527,749
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Commercial Services & Supplies - continued
|
|||||
GEO Group Inc., Senior Notes
|
10.250%
|
4/15/31
|
1,460,000
|
$1,557,824
|
|
GEO Group Inc., Senior Secured Notes
|
8.625%
|
4/15/29
|
1,210,000
|
1,258,865
|
|
GFL Environmental Inc., Senior Secured
Notes
|
6.750%
|
1/15/31
|
1,360,000
|
1,428,112
(a)
|
|
Total Commercial Services & Supplies
|
8,460,562
|
||||
Construction & Engineering - 0.2%
|
|||||
Arcosa Inc., Senior Notes
|
6.875%
|
8/15/32
|
620,000
|
649,391
(a)
|
|
Electrical Equipment - 0.4%
|
|||||
Sensata Technologies BV, Senior Notes
|
4.000%
|
4/15/29
|
1,500,000
|
1,431,176
(a)
|
|
Ground Transportation - 0.3%
|
|||||
XPO Inc., Senior Notes
|
7.125%
|
2/1/32
|
1,000,000
|
1,053,583
(a)
|
|
Machinery - 0.4%
|
|||||
Titan International Inc., Senior Secured
Notes
|
7.000%
|
4/30/28
|
1,730,000
|
1,723,114
|
|
Passenger Airlines - 4.1%
|
|||||
American Airlines Group Inc., Senior Notes
|
3.750%
|
3/1/25
|
5,470,000
|
5,418,819
(a)
|
|
American Airlines Inc., Senior Secured
Notes
|
8.500%
|
5/15/29
|
1,980,000
|
2,102,046
(a)
|
|
Delta Air Lines Inc., Senior Notes
|
2.900%
|
10/28/24
|
2,580,000
|
2,573,113
|
|
Delta Air Lines Inc., Senior Notes
|
7.375%
|
1/15/26
|
720,000
|
741,294
|
|
Delta Air Lines Inc., Senior Secured Notes
|
7.000%
|
5/1/25
|
4,280,000
|
4,326,029
(a)
|
|
Spirit Loyalty Cayman Ltd./Spirit IP Cayman
Ltd., Senior Secured Notes
|
8.000%
|
9/20/25
|
2,405,999
|
1,324,050
(a)
|
|
Total Passenger Airlines
|
16,485,351
|
||||
Trading Companies & Distributors - 0.6%
|
|||||
H&E Equipment Services Inc., Senior Notes
|
3.875%
|
12/15/28
|
1,270,000
|
1,193,449
(a)
|
|
United Rentals North America Inc., Senior
Notes
|
5.500%
|
5/15/27
|
376,000
|
376,930
|
|
United Rentals North America Inc., Senior
Notes
|
6.125%
|
3/15/34
|
1,000,000
|
1,034,697
(a)
|
|
Total Trading Companies & Distributors
|
2,605,076
|
||||
Total Industrials
|
41,152,504
|
||||
Information Technology - 3.2%
|
|||||
Communications Equipment - 1.2%
|
|||||
CommScope LLC, Senior Notes
|
7.125%
|
7/1/28
|
190,000
|
157,741
(a)
|
|
CommScope LLC, Senior Secured Notes
|
4.750%
|
9/1/29
|
2,060,000
|
1,732,975
(a)
|
|
Connect Finco SARL/Connect US Finco LLC,
Senior Secured Notes
|
9.000%
|
9/15/29
|
2,350,000
|
2,277,115
(a)
|
|
Viasat Inc., Senior Notes
|
7.500%
|
5/30/31
|
1,210,000
|
834,561
(a)
|
|
Total Communications Equipment
|
5,002,392
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Electronic Equipment, Instruments & Components - 0.4%
|
|||||
EquipmentShare.com Inc., Secured Notes
|
8.625%
|
5/15/32
|
450,000
|
$472,656
(a)
|
|
EquipmentShare.com Inc., Senior Secured
Notes
|
8.000%
|
3/15/33
|
1,040,000
|
1,065,485
(a)
|
|
Total Electronic Equipment, Instruments & Components
|
1,538,141
|
||||
IT Services - 0.5%
|
|||||
Amentum Escrow Corp., Senior Notes
|
7.250%
|
8/1/32
|
940,000
|
981,875
(a)
|
|
Shift4 Payments LLC/Shift4 Payments
Finance Sub Inc., Senior Notes
|
6.750%
|
8/15/32
|
800,000
|
835,850
(a)
|
|
Total IT Services
|
1,817,725
|
||||
Software - 0.8%
|
|||||
Cloud Software Group Inc., Senior Secured
Notes
|
8.250%
|
6/30/32
|
2,320,000
|
2,426,961
(a)
|
|
Open Text Corp., Senior Notes
|
3.875%
|
2/15/28
|
1,000,000
|
955,909
(a)
|
|
Total Software
|
3,382,870
|
||||
Technology Hardware, Storage & Peripherals - 0.3%
|
|||||
Seagate HDD Cayman, Senior Notes
|
4.750%
|
1/1/25
|
670,000
|
667,548
|
|
Seagate HDD Cayman, Senior Notes
|
4.875%
|
6/1/27
|
400,000
|
398,222
|
|
Total Technology Hardware, Storage & Peripherals
|
1,065,770
|
||||
Total Information Technology
|
12,806,898
|
||||
Materials - 4.1%
|
|||||
Chemicals - 0.6%
|
|||||
Braskem Netherlands Finance BV, Senior
Notes
|
5.875%
|
1/31/50
|
450,000
|
352,786
(b)
|
|
Cerdia Finanz GmbH, Senior Secured Notes
|
9.375%
|
10/3/31
|
320,000
|
327,200
(a)(h)
|
|
Sasol Financing USA LLC, Senior Notes
|
8.750%
|
5/3/29
|
1,540,000
|
1,630,215
(a)
|
|
Total Chemicals
|
2,310,201
|
||||
Construction Materials - 0.6%
|
|||||
Smyrna Ready Mix Concrete LLC, Senior
Secured Notes
|
8.875%
|
11/15/31
|
2,250,000
|
2,429,277
(a)
|
|
Containers & Packaging - 1.5%
|
|||||
ARD Finance SA, Senior Secured Notes
(6.500% Cash or 7.250% PIK)
|
6.500%
|
6/30/27
|
1,280,000
|
289,846
(a)(i)
|
|
Ardagh Metal Packaging Finance USA LLC/
Ardagh Metal Packaging Finance PLC,
Senior Notes
|
4.000%
|
9/1/29
|
1,170,000
|
1,045,433
(a)
|
|
Ardagh Packaging Finance PLC/Ardagh
Holdings USA Inc., Senior Notes
|
5.250%
|
8/15/27
|
1,578,000
|
1,177,764
(a)
|
|
Ardagh Packaging Finance PLC/Ardagh
Holdings USA Inc., Senior Notes
|
5.250%
|
8/15/27
|
1,510,000
|
1,127,012
(a)
|
|
Canpack SA/Canpack US LLC, Senior Notes
|
3.875%
|
11/15/29
|
1,550,000
|
1,452,818
(a)
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Containers & Packaging - continued
|
|||||
Pactiv LLC, Senior Notes
|
8.375%
|
4/15/27
|
750,000
|
$800,625
|
|
Total Containers & Packaging
|
5,893,498
|
||||
Metals & Mining - 1.4%
|
|||||
ArcelorMittal SA, Senior Notes
|
7.000%
|
10/15/39
|
340,000
|
386,412
|
|
First Quantum Minerals Ltd., Secured
Notes
|
9.375%
|
3/1/29
|
920,000
|
976,298
(a)
|
|
First Quantum Minerals Ltd., Senior Notes
|
6.875%
|
10/15/27
|
750,000
|
742,208
(a)
|
|
Freeport-McMoRan Inc., Senior Notes
|
5.450%
|
3/15/43
|
1,010,000
|
1,015,313
|
|
Vale Overseas Ltd., Senior Notes
|
6.875%
|
11/21/36
|
2,320,000
|
2,594,498
|
|
Total Metals & Mining
|
5,714,729
|
||||
Total Materials
|
16,347,705
|
||||
Real Estate - 1.5%
|
|||||
Health Care REITs - 0.0%††
|
|||||
Diversified Healthcare Trust, Senior Notes
|
4.375%
|
3/1/31
|
240,000
|
197,830
|
|
Hotel & Resort REITs - 0.7%
|
|||||
Service Properties Trust, Senior Notes
|
3.950%
|
1/15/28
|
226,000
|
195,669
|
|
Service Properties Trust, Senior Notes
|
8.875%
|
6/15/32
|
2,770,000
|
2,648,306
|
|
Total Hotel & Resort REITs
|
2,843,975
|
||||
Real Estate Management & Development - 0.2%
|
|||||
Add Hero Holdings Ltd., Senior Secured
Notes (7.500% Cash or 8.500% PIK)
|
8.500%
|
9/30/29
|
295,337
|
25,103
(b)(i)
|
|
Add Hero Holdings Ltd., Senior Secured
Notes (8.000% Cash or 9.000% PIK)
|
9.000%
|
9/30/30
|
227,726
|
5,978
(b)(i)
|
|
Add Hero Holdings Ltd., Senior Secured
Notes (8.800% Cash or 9.800% PIK)
|
9.800%
|
9/30/31
|
297,178
|
7,801
(b)(i)
|
|
China Aoyuan Group Ltd., Senior Notes,
Step bond (0.000% to 9/30/31 then
1.000%)
|
0.000%
|
3/30/2173
|
450,290
|
4,503
(b)(c)
|
|
China Aoyuan Group Ltd., Senior Secured
Notes (5.500% PIK)
|
5.500%
|
9/30/31
|
115,666
|
1,590
(b)(i)
|
|
Country Garden Holdings Co. Ltd., Senior
Secured Notes
|
-
|
1/27/24
|
2,016,000
|
135,324
*(b)(j)
|
|
Cushman & Wakefield US Borrower LLC,
Senior Secured Notes
|
8.875%
|
9/1/31
|
420,000
|
458,925
(a)
|
|
Total Real Estate Management & Development
|
639,224
|
||||
Specialized REITs - 0.6%
|
|||||
Iron Mountain Inc., Senior Notes
|
7.000%
|
2/15/29
|
2,350,000
|
2,451,337
(a)
|
|
Total Real Estate
|
6,132,366
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Utilities - 2.2%
|
|||||
Electric Utilities - 1.2%
|
|||||
Alpha Generation LLC, Senior Notes
|
6.750%
|
10/15/32
|
390,000
|
$395,742
(a)
|
|
Pampa Energia SA, Senior Notes
|
7.950%
|
9/10/31
|
900,000
|
915,075
(a)
|
|
Vistra Operations Co. LLC, Senior Notes
|
7.750%
|
10/15/31
|
920,000
|
991,179
(a)
|
|
Vistra Operations Co. LLC, Senior Notes
|
6.875%
|
4/15/32
|
2,250,000
|
2,368,683
(a)
|
|
Total Electric Utilities
|
4,670,679
|
||||
Gas Utilities - 0.8%
|
|||||
Suburban Propane Partners LP/Suburban
Energy Finance Corp., Senior Notes
|
5.875%
|
3/1/27
|
3,290,000
|
3,287,107
|
|
Independent Power and Renewable Electricity Producers - 0.2%
|
|||||
Lightning Power LLC, Senior Secured Notes
|
7.250%
|
8/15/32
|
940,000
|
989,253
(a)
|
|
Total Utilities
|
8,947,039
|
||||
Total Corporate Bonds & Notes (Cost - $310,854,885)
|
339,165,407
|
||||
Senior Loans - 7.2%
|
|||||
Communication Services - 0.3%
|
|||||
Media - 0.3%
|
|||||
iHeartCommunications Inc., New Term
Loan (1 mo. Term SOFR + 3.114%)
|
7.960%
|
5/1/26
|
1,440,000
|
1,251,828
(d)(k)(l)
|
|
Consumer Discretionary - 2.5%
|
|||||
Automobile Components - 0.5%
|
|||||
Clarios Global LP, 2024 Term Loan B (1 mo.
Term SOFR + 2.500%)
|
7.345%
|
5/6/30
|
1,000,000
|
1,001,670
(d)(k)(l)
|
|
First Brands Group LLC, 2022 Incremental
Term Loan (3 mo. Term SOFR + 5.262%)
|
10.514%
|
3/30/27
|
1,072,423
|
1,063,039
(d)(k)(l)
|
|
Total Automobile Components
|
2,064,709
|
||||
Broadline Retail - 0.2%
|
|||||
Prime Security Services Borrower LLC,
2024 Refinancing Term Loan B1 (1 mo.
Term SOFR + 2.250%)
|
7.445%
|
10/13/30
|
997,500
|
997,500
(d)(k)(l)
|
|
Diversified Consumer Services - 0.3%
|
|||||
WW International Inc., Initial Term Loan (1
mo. Term SOFR + 3.614%)
|
8.460%
|
4/13/28
|
4,350,000
|
1,199,665
(d)(k)(l)
|
|
Hotels, Restaurants & Leisure - 1.5%
|
|||||
1011778 BC Unlimited Liability Co., Term
Loan B6 (1 mo. Term SOFR + 1.750%)
|
6.595%
|
9/20/30
|
997,500
|
989,131
(d)(k)(l)
|
|
Caesars Entertainment Inc., Incremental
Term Loan B1 (1 mo. Term SOFR + 2.750%)
|
7.595%
|
2/6/31
|
2,883,505
|
2,887,787
(d)(k)(l)
|
|
Fertitta Entertainment LLC, Initial Term
Loan B (1 mo. Term SOFR + 3.750%)
|
8.847%
|
1/27/29
|
1,240,458
|
1,238,436
(d)(k)(l)
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Hotels, Restaurants & Leisure - continued
|
|||||
Station Casinos LLC, Term Loan Facility B (1
mo. Term SOFR + 2.250%)
|
7.095%
|
3/14/31
|
746,250
|
$744,187
(d)(k)(l)
|
|
Total Hotels, Restaurants & Leisure
|
5,859,541
|
||||
Total Consumer Discretionary
|
10,121,415
|
||||
Consumer Staples - 0.3%
|
|||||
Beverages - 0.3%
|
|||||
Triton Water Holdings Inc., First Lien Initial
Term Loan (3 mo. Term SOFR + 3.512%)
|
8.115%
|
3/31/28
|
1,240,386
|
1,239,642
(d)(k)(l)
|
|
Financials - 0.7%
|
|||||
Banks - 0.2%
|
|||||
Mercury Borrower Inc., First Lien Initial
Term Loan (1 mo. Term SOFR + 3.614%)
|
8.460%
|
8/2/28
|
595,290
|
596,037
(d)(k)(l)
|
|
Consumer Finance - 0.1%
|
|||||
Blackhawk Network Holdings Inc., Term
Loan B (1 mo. Term SOFR + 5.000%)
|
9.845%
|
3/12/29
|
468,825
|
471,462
(d)(k)(l)
|
|
Financial Services - 0.4%
|
|||||
Boost Newco Borrower LLC, Term Loan B1
(3 mo. Term SOFR + 2.500%)
|
7.104%
|
1/31/31
|
1,000,000
|
1,001,665
(d)(k)(l)
|
|
Nexus Buyer LLC, Refinancing Term Loan (1
mo. Term SOFR + 4.000%)
|
8.845%
|
7/31/31
|
698,250
|
693,394
(d)(k)(l)
|
|
Total Financial Services
|
1,695,059
|
||||
Total Financials
|
2,762,558
|
||||
Health Care - 1.2%
|
|||||
Health Care Equipment & Supplies - 0.6%
|
|||||
Medline Borrower LP, Term Loan B (1 mo.
Term SOFR + 2.750%)
|
7.595%
|
10/23/28
|
2,166,515
|
2,169,841
(d)(k)(l)
|
|
Health Care Providers & Services - 0.6%
|
|||||
LifePoint Health Inc., 2024 Repricing Term
Loan B (3 mo. Term SOFR + 4.750%)
|
10.054%
|
11/16/28
|
2,493,750
|
2,495,620
(d)(k)(l)
|
|
Total Health Care
|
4,665,461
|
||||
Industrials - 1.4%
|
|||||
Aerospace & Defense - 0.2%
|
|||||
Transdigm Inc., Term Loan J (3 mo. Term
SOFR + 2.500%)
|
7.104%
|
2/28/31
|
995,006
|
992,250
(d)(k)(l)
|
|
Building Products - 0.1%
|
|||||
ACProducts Holdings Inc., Initial Term Loan
(3 mo. Term SOFR + 4.512%)
|
9.115%
|
5/17/28
|
396,923
|
333,699
(d)(k)(l)
|
|
Commercial Services & Supplies - 0.4%
|
|||||
Allied Universal Holdco LLC, USD Term
Loan (1 mo. Term SOFR + 3.850%)
|
8.695%
|
5/12/28
|
994,872
|
986,291
(d)(k)(l)
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Commercial Services & Supplies - continued
|
|||||
Garda World Security Corp., Tenth
Additional Term Loan (1 mo. Term SOFR +
3.500%)
|
8.597%
|
2/1/29
|
596,954
|
$597,626
(d)(k)(l)
|
|
Total Commercial Services & Supplies
|
1,583,917
|
||||
Machinery - 0.3%
|
|||||
TK Elevator Midco GmbH, USD Term Loan
Facility B2 (6 mo. Term SOFR + 3.500%)
|
8.588%
|
4/30/30
|
992,519
|
995,620
(d)(k)(l)
|
|
Passenger Airlines - 0.4%
|
|||||
United Airlines Inc., Term Loan B (3 mo.
Term SOFR + 2.750%)
|
8.033%
|
2/22/31
|
1,671,600
|
1,676,824
(d)(k)(l)
|
|
Total Industrials
|
5,582,310
|
||||
Information Technology - 0.8%
|
|||||
IT Services - 0.1%
|
|||||
Redstone Holdco 2 LP, First Lien Initial Term
Loan (3 mo. Term SOFR + 5.012%)
|
10.264%
|
4/27/28
|
770,000
|
592,538
(d)(k)(l)
|
|
Software - 0.5%
|
|||||
DCert Buyer Inc., First Lien Initial Term Loan
(1 mo. Term SOFR + 4.000%)
|
8.845%
|
10/16/26
|
1,240,260
|
1,206,543
(d)(k)(l)
|
|
Modena Buyer LLC, Initial Term Loan (3 mo.
Term SOFR + 4.500%)
|
9.104%
|
7/1/31
|
800,000
|
767,752
(d)(k)(l)
|
|
Total Software
|
1,974,295
|
||||
Technology Hardware, Storage & Peripherals - 0.2%
|
|||||
Vericast Corp., 2024 Extended Term Loan (3
mo. Term SOFR + 7.750%)
|
12.354%
|
6/16/26
|
685,913
|
673,909
(d)(k)(l)
|
|
Total Information Technology
|
3,240,742
|
||||
Total Senior Loans (Cost - $31,205,365)
|
28,863,956
|
||||
Sovereign Bonds - 3.1%
|
|||||
Angola - 0.4%
|
|||||
Angolan Government International Bond,
Senior Notes
|
8.000%
|
11/26/29
|
1,600,000
|
1,457,696
(a)
|
|
Argentina - 0.4%
|
|||||
Provincia de Buenos Aires, Senior Notes
|
6.625%
|
9/1/37
|
362,451
|
173,523
(a)
|
|
Provincia de Cordoba, Senior Notes
|
6.990%
|
6/1/27
|
1,360,000
|
1,261,400
(a)
|
|
Provincia de Cordoba, Senior Notes
|
6.875%
|
2/1/29
|
340,000
|
299,200
(a)
|
|
Total Argentina
|
1,734,123
|
||||
Bahamas - 0.4%
|
|||||
Bahamas Government International Bond,
Senior Notes
|
6.950%
|
11/20/29
|
1,630,000
|
1,548,075
(a)
|
|
Brazil - 0.0%††
|
|||||
Brazil Letras do Tesouro Nacional
|
0.000%
|
1/1/26
|
334,000
BRL
|
53,048
|
Security
|
Rate
|
Maturity
Date
|
Face
Amount†
|
Value
|
|
Dominican Republic - 0.1%
|
|||||
Dominican Republic International Bond,
Senior Notes
|
9.750%
|
6/5/26
|
25,000,000
DOP
|
$416,483
(b)
|
|
Mexico - 1.8%
|
|||||
Mexican Bonos, Bonds
|
7.750%
|
5/29/31
|
156,010,000
MXN
|
7,371,643
|
|
Total Sovereign Bonds (Cost - $11,570,004)
|
12,581,068
|
||||
Asset-Backed Securities - 1.6%
|
|||||
Ballyrock CLO Ltd., 2022-19A D (3 mo. Term
SOFR + 7.110%)
|
12.392%
|
4/20/35
|
505,000
|
502,511
(a)(d)
|
|
CarVal CLO Ltd., 2024-3A E (3 mo. Term
SOFR + 6.350%)
|
10.921%
|
10/20/37
|
1,020,000
|
1,022,498
(a)(d)
|
|
Golub Capital Partners CLO Ltd., 2024-76A
E (3 mo. Term SOFR + 5.750%)
|
10.492%
|
10/25/37
|
300,000
|
299,880
(a)(d)
|
|
Magnetite Ltd., 2015-12A ER (3 mo. Term
SOFR + 5.942%)
|
11.243%
|
10/15/31
|
3,400,000
|
3,416,733
(a)(d)
|
|
Ocean Trails CLO Ltd., 2022-12A ER (3 mo.
Term SOFR + 7.500%)
|
12.646%
|
7/20/35
|
600,000
|
599,989
(a)(d)
|
|
Palmer Square Loan Funding Ltd., 2024-1A
D (3 mo. Term SOFR + 4.900%)
|
10.011%
|
10/15/32
|
550,000
|
545,141
(a)(d)
|
|
Total Asset-Backed Securities (Cost - $6,342,971)
|
6,386,752
|
||||
Convertible Bonds & Notes - 0.8%
|
|||||
Communication Services - 0.8%
|
|||||
Media - 0.8%
|
|||||
DISH Network Corp., Senior Notes
|
0.000%
|
12/15/25
|
2,390,000
|
2,082,433
|
|
DISH Network Corp., Senior Notes
|
3.375%
|
8/15/26
|
1,680,000
|
1,360,557
|
|
Total Communication Services
|
3,442,990
|
||||
Real Estate - 0.0%††
|
|||||
Real Estate Management & Development - 0.0%††
|
|||||
China Aoyuan Group Ltd., Senior Notes
|
0.000%
|
9/30/28
|
40,243
|
845
(b)
|
|
Total Convertible Bonds & Notes (Cost - $2,975,383)
|
3,443,835
|
||||
Shares
|
|||||
Common Stocks - 0.0%††
|
|||||
Health Care - 0.0%††
|
|||||
Pharmaceuticals - 0.0%††
|
|||||
Endo Inc.
|
360
|
9,173
*
|
|||
Real Estate - 0.0%††
|
|||||
Real Estate Management & Development - 0.0%††
|
|||||
China Aoyuan Group Ltd.
|
112,573
|
4,438
*(e)
|
|||
Total Common Stocks (Cost - $12,518)
|
13,611
|
Security
|
Expiration
Date
|
Warrants
|
Value
|
||
Warrants - 0.0%††
|
|||||
Industrials - 0.0%††
|
|||||
Passenger Airlines - 0.0%††
|
|||||
flyExclusive Inc. (Cost - $17,971)
|
5/28/28
|
18,769
|
$6,438
*
|
||
Total Investments before Short-Term Investments (Cost - $362,979,097)
|
390,461,067
|
||||
Rate
|
Maturity
Date
|
Face
Amount†
|
|||
Short-Term Investments - 1.5%
|
|||||
U.S. Treasury Bills - 0.8%
|
|||||
U.S. Treasury Bills (Cost - $3,220,000)
|
0.000%
|
10/1/24
|
3,220,000
|
3,220,000
(m)
|
|
|
Shares
|
||||
Money Market Funds - 0.7%
|
|||||
Western Asset Premier Institutional
Government Reserves, Premium Shares
(Cost - $2,743,704)
|
4.886%
|
2,743,704
|
2,743,704
(n)(o)
|
||
Total Short-Term Investments (Cost - $5,963,704)
|
5,963,704
|
||||
Total Investments - 98.5% (Cost - $368,942,801)
|
396,424,771
|
||||
Other Assets in Excess of Liabilities - 1.5%
|
5,923,444
|
||||
Total Net Assets - 100.0%
|
$402,348,215
|
†
|
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 Directors.
|
(b)
|
Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to
securities offerings that are made outside of the United States and do not involve direct selling efforts in the
United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.
|
(c)
|
Security has no maturity date. The date shown represents the next call date.
|
(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 is fair valued in accordance with procedures approved by the Board of Directors (Note 1).
|
(f)
|
Security is valued using significant unobservable inputs (Note 1).
|
(g)
|
Value is less than $1.
|
(h)
|
Securities traded on a when-issued or delayed delivery basis.
|
(i)
|
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.
|
(j)
|
The maturity principal is currently in default as of September 30, 2024.
|
(k)
|
Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to
multiple contracts under the same loan.
|
(l)
|
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.
|
(m)
|
Rate shown represents yield-to-maturity.
|
(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 September 30, 2024, the total market value of investments in Affiliated
Companies was $2,743,704 and the cost was $2,743,704 (Note 7).
|
Abbreviation(s) used in this schedule:
|
||
BRL
|
-
|
Brazilian Real
|
CLO
|
-
|
Collateralized Loan Obligation
|
DOP
|
-
|
Dominican Peso
|
EUR
|
-
|
Euro
|
GBP
|
-
|
British Pound
|
ICE
|
-
|
Intercontinental Exchange
|
LIBOR
|
-
|
London Interbank Offered Rate
|
MXN
|
-
|
Mexican Peso
|
PIK
|
-
|
Payment-In-Kind
|
SOFR
|
-
|
Secured Overnight Financing Rate
|
USD
|
-
|
United States Dollar
|
Assets:
|
|
Investments in unaffiliated securities, at value (Cost - $366,199,097)
|
$393,681,067
|
Investments in affiliated securities, at value (Cost - $2,743,704)
|
2,743,704
|
Foreign currency, at value (Cost - $282,022)
|
229,361
|
Cash
|
100,984
|
Interest receivable
|
6,549,611
|
Receivable for securities sold
|
3,148,321
|
Principal paydown receivable
|
22,466
|
Dividends receivable from affiliated investments
|
5,171
|
Prepaid expenses
|
11,565
|
Total Assets
|
406,492,250
|
Liabilities:
|
|
Distributions payable
|
3,376,022
|
Payable for securities purchased
|
320,000
|
Investment management fee payable
|
246,497
|
Directors' fees payable
|
23,444
|
Accrued expenses
|
178,072
|
Total Liabilities
|
4,144,035
|
Total Net Assets
|
$402,348,215
|
Net Assets:
|
|
Par value ($0.001 par value; 95,099,215 shares issued and outstanding; 500,000,000 shares
authorized)
|
$95,099
|
Paid-in capital in excess of par value
|
583,779,354
|
Total distributable earnings (loss)
|
(181,526,238
)
|
Total Net Assets
|
$402,348,215
|
Shares Outstanding
|
95,099,215
|
Net Asset Value
|
$4.23
|
Investment Income:
|
|
Interest
|
$35,933,027
|
Dividends from affiliated investments
|
238,978
|
Less: Foreign taxes withheld
|
(39,357
)
|
Total Investment Income
|
36,132,648
|
Expenses:
|
|
Investment management fee (Note 2)
|
3,177,786
|
Transfer agent fees
|
165,981
|
Directors' fees
|
128,928
|
Legal fees
|
93,167
|
Shareholder reports
|
63,109
|
Audit and tax fees
|
56,540
|
Stock exchange listing fees
|
48,671
|
Fund accounting fees
|
20,100
|
Insurance
|
3,185
|
Custody fees
|
1,231
|
Interest expense
|
56
|
Miscellaneous expenses
|
12,561
|
Total Expenses
|
3,771,315
|
Less: Fee waivers and/or expense reimbursements (Note 2)
|
(70,524
)
|
Net Expenses
|
3,700,791
|
Net Investment Income
|
32,431,857
|
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
|
(4,974,989
)
|
Forward foreign currency contracts
|
(154,991
)
|
Foreign currency transactions
|
60,513
|
Net Realized Loss
|
(5,069,467
)
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
Investments in unaffiliated securities
|
20,660,216
|
Foreign currencies
|
25,533
|
Change in Net Unrealized Appreciation (Depreciation)
|
20,685,749
|
Net Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency
Transactions
|
15,616,282
|
Increase in Net Assets From Operations
|
$48,048,139
|
For the Years Ended September 30,
|
2024
|
2023
|
Operations:
|
||
Net investment income
|
$32,431,857
|
$33,461,263
|
Net realized loss
|
(5,069,467
)
|
(39,654,795
)
|
Change in net unrealized appreciation (depreciation)
|
20,685,749
|
34,302,918
|
Increase in Net Assets From Operations
|
48,048,139
|
28,109,386
|
Distributions to Shareholders From (Note 1):
|
||
Total distributable earnings
|
(32,786,512
)
|
(30,049,452
)
|
Return of capital
|
(7,725,754
)
|
(4,709,311
)
|
Decrease in Net Assets From Distributions to Shareholders
|
(40,512,266
)
|
(34,758,763
)
|
Increase (Decrease) in Net Assets
|
7,535,873
|
(6,649,377
)
|
Net Assets:
|
||
Beginning of year
|
394,812,342
|
401,461,719
|
End of year
|
$402,348,215
|
$394,812,342
|
For a share of capital stock outstanding throughout each year ended September 30:
|
|||||
20241
|
20231
|
20221
|
20211
|
20201
|
|
Net asset value, beginning of year
|
$4.15
|
$4.22
|
$5.45
|
$5.27
|
$5.50
|
Income (loss) from operations:
|
|||||
Net investment income
|
0.34
|
0.35
|
0.33
|
0.32
|
0.34
|
Net realized and unrealized gain (loss)
|
0.17
|
(0.05
)
|
(1.20
)
|
0.22
|
(0.20
)
|
Total income (loss) from operations
|
0.51
|
0.30
|
(0.87)
|
0.54
|
0.14
|
Less distributions from:
|
|||||
Net investment income
|
(0.35
)
|
(0.32
)
|
(0.33
)
|
(0.30
)
|
(0.31
)
|
Return of capital
|
(0.08
)
|
(0.05
)
|
(0.03
)
|
(0.07
)
|
(0.07
)
|
Total distributions
|
(0.43
)
|
(0.37
)
|
(0.36
)
|
(0.37
)
|
(0.38
)
|
Anti-dilutive impact of repurchase plan
|
-
|
-
|
-
|
-
|
0.01
2
|
Anti-dilutive impact of tender offer
|
-
|
-
|
-
|
0.01
3
|
-
|
Capital contributions
|
-
|
-
|
-
|
-
|
0.00
4
|
Net asset value, end of year
|
$4.23
|
$4.15
|
$4.22
|
$5.45
|
$5.27
|
Market price, end of year
|
$4.05
|
$3.64
|
$3.68
|
$5.19
|
$4.90
|
Total return, based on NAV5,6
|
12.87
%
|
7.12
%
|
(16.60
)%
|
10.73
%
|
3.13
%7
|
Total return, based on Market Price8
|
24.11
%
|
8.67
%
|
(23.16
)%
|
13.92
%
|
5.05
%
|
Net assets, end of year (millions)
|
$402
|
$395
|
$401
|
$518
|
$668
|
Ratios to average net assets:
|
|||||
Gross expenses
|
0.95
%
|
0.94
%
|
0.93
%
|
0.91
%
|
1.01
%9
|
Net expenses10,11
|
0.93
|
0.94
|
0.93
|
0.89
|
0.99
9
|
Net investment income
|
8.16
|
8.19
|
6.66
|
5.82
|
6.35
|
Portfolio turnover rate
|
45
%
|
39
%
|
79
%
|
46
%
|
63
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
The repurchase plan was completed at an average repurchase price of $3.67 for 1,150,582 shares and $4,227,008
for the year ended September 30, 2020.
|
3
|
The tender offer was completed at a price of $5.37 for 31,699,738 shares and $170,227,593 for the year ended
September 30, 2021.
|
4
|
Amount represents less than $0.005 or greater than $(0.005) per share.
|
5
|
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.
|
6
|
The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of
future results.
|
7
|
Includes the effect of a capital contribution. Absent the capital contribution, the total return would have been
unchanged.
|
8
|
The total return calculation assumes that distributions are reinvested in accordance with the Fund's dividend
reinvestment plan. Past performance is no guarantee of future results.
|
9
|
Included in the expense ratios are certain non-recurring legal and transfer agent fees that were incurred by the
Fund during the period. Without these fees, the gross and net expense ratios would have been 0.92% and 0.90%,
respectively.
|
10
|
The manager has agreed to waive the Fund's management fee to an extent sufficient to offset the net management
fee payable in connection with any investment in an affiliated money market fund.
|
11
|
Reflects fee waivers and/or expense reimbursements.
|
ASSETS
|
||||
Description
|
Quoted Prices
(Level 1)
|
Other Significant
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
Long-Term Investments†:
|
||||
Corporate Bonds & Notes:
|
||||
Financials
|
-
|
$33,095,448
|
$316,800
|
$33,412,248
|
Health Care
|
-
|
27,101,278
|
0
*
|
27,101,278
|
Other Corporate Bonds &
Notes
|
-
|
278,651,881
|
-
|
278,651,881
|
Senior Loans
|
-
|
28,863,956
|
-
|
28,863,956
|
Sovereign Bonds
|
-
|
12,581,068
|
-
|
12,581,068
|
Asset-Backed Securities
|
-
|
6,386,752
|
-
|
6,386,752
|
Convertible Bonds & Notes
|
-
|
3,443,835
|
-
|
3,443,835
|
Common Stocks:
|
||||
Health Care
|
$9,173
|
-
|
-
|
9,173
|
Real Estate
|
-
|
4,438
|
-
|
4,438
|
Warrants
|
-
|
6,438
|
-
|
6,438
|
Total Long-Term Investments
|
9,173
|
390,135,094
|
316,800
|
390,461,067
|
Short-Term Investments†:
|
||||
U.S. Treasury Bills
|
-
|
3,220,000
|
-
|
3,220,000
|
Money Market Funds
|
2,743,704
|
-
|
-
|
2,743,704
|
Total Short-Term Investments
|
2,743,704
|
3,220,000
|
-
|
5,963,704
|
Total Investments
|
$2,752,877
|
$393,355,094
|
$316,800
|
$396,424,771
|
†
|
See Schedule of Investments for additional detailed categorizations.
|
*
|
Amount represents less than $1.
|
Investments
|
U.S. Government &
Agency Obligations
|
|
Purchases
|
$173,439,889
|
-
|
Sales
|
195,641,705
|
$443,303
|
Cost
|
Gross
Unrealized
Appreciation
|
Gross
Unrealized
Depreciation
|
Net
Unrealized
Appreciation
|
|
Securities
|
$371,871,677
|
$36,710,154
|
$(12,157,060)
|
$24,553,094
|
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
Foreign
Exchange Risk
|
|
Forward foreign currency contracts
|
$(154,991
)
|
Average Market
Value
|
|
Forward foreign currency contracts (to buy)†
|
$30,720
|
Forward foreign currency contracts (to sell)†
|
1,465,392
|
†
|
At September 30, 2024, there were no open positions held in this derivative.
|
Record Date
|
Payable Date
|
Amount
|
9/23/2024
|
10/1/2024
|
$0.0355
|
10/24/2024
|
11/1/2024
|
$0.0355
|
Record Date
|
Payable Date
|
Amount
|
11/21/2024
|
12/2/2024
|
$0.0355
|
12/23/2024
|
12/31/2024
|
$0.0355
|
1/24/2025
|
2/3/2025
|
$0.0355
|
2/21/2025
|
3/3/2025
|
$0.0355
|
Affiliate
Value at
September 30,
2023
|
Purchased
|
Sold
|
|||
Cost
|
Shares
|
Proceeds
|
Shares
|
||
Western Asset
Premier
Institutional
Government
Reserves, Premium
Shares
|
$1,667,355
|
$120,910,995
|
120,910,995
|
$119,834,646
|
119,834,646
|
(cont'd)
|
Realized
Gain (Loss)
|
Dividend
Income
|
Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation)
|
Affiliate
Value at
September 30,
2024
|
Western Asset Premier
Institutional
Government Reserves,
Premium Shares
|
-
|
$238,978
|
-
|
$2,743,704
|
2024
|
2023
|
|
Distributions paid from:
|
||
Ordinary income
|
$32,786,512
|
$30,049,452
|
Tax return of capital
|
7,725,754
|
4,709,311
|
Total distributions paid
|
$40,512,266
|
$34,758,763
|
Deferred capital losses*
|
$(202,646,536)
|
Other book/tax temporary differences(a)
|
(3,376,022)
|
Unrealized appreciation (depreciation)(b)
|
24,496,320
|
Total distributable earnings (loss) - net
|
$(181,526,238)
|
*
|
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 book/tax differences in the timing of the deductibility of
various expenses.
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax
deferral of losses on wash sales, the difference between book and tax amortization methods for premium on
fixed income securities; book/tax differences in the accrual of interest income on securities in default and other
book/tax basis adjustments.
|
Independent Directors†
|
|
Robert D. Agdern
|
|
Year of birth
|
1950
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, and Compliance Liaison,
Class I
|
Term of office1 and length of time served
|
Since 2015
|
Principal occupation(s) during the past five years
|
Member of the Advisory Committee of the Dispute Resolution
Research Center at the Kellogg Graduate School of Business,
Northwestern University (2002 to 2016); formerly, Deputy
General Counsel responsible for western hemisphere matters
for BP PLC (1999 to 2001); Associate General Counsel at Amoco
Corporation responsible for corporate, chemical, and refining
and marketing matters and special assignments (1993 to 1998)
(Amoco merged with British Petroleum in 1998 forming BP PLC)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
Carol L. Colman
|
|
Year of birth
|
1946
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit and Compensation
Committees, and Chair of Pricing and Valuation Committee,
Class I
|
Term of office1 and length of time served
|
Since 2007
|
Principal occupation(s) during the past five years
|
President, Colman Consulting Company (consulting)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
Independent Directors† (cont'd)
|
|
Daniel P. Cronin
|
|
Year of birth
|
1946
|
Position(s) held with Fund1
|
Director and Member of Audit, Compensation and Pricing and
Valuation Committees, and Chair of Nominating Committee,
Class I
|
Term of office1 and length of time served
|
Since 2007
|
Principal occupation(s) during the past five years
|
Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to
and including 2004)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
Paolo M. Cucchi
|
|
Year of birth
|
1941
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, and Pricing and
Valuation Committees, and Chair of Compensation Committee,
Class II
|
Term of office1 and length of time served
|
Since 2007
|
Principal occupation(s) during the past five years
|
Emeritus Professor of French and Italian (since 2014) and
formerly, Vice President and Dean of The College of Liberal Arts
(1984 to 2009) and Professor of French and Italian (2009 to 2014)
at Drew University
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
None
|
Anthony Grillo*
|
|
Year of birth
|
1955
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class I
|
Term of office1 and length of time served
|
Since 2024
|
Principal occupation(s) during the past five years
|
Retired; Founder, Managing Director and Partner of American
Securities Opportunity Funds (private equity and credit firm)
(2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior
Managing Director of Joseph Littlejohn & Levy, Inc. (private
equity firm) (1999 to 2001); Senior Managing Director of The
Blackstone Group L.P. (private equity and credit firm) (1991 to
1999)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director of Littelfuse, Inc. (electronics manufacturing) (since
1991); formerly, Director of Oaktree Acquisition Corp. II (2020
to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021)
|
Independent Directors† (cont'd)
|
|
Eileen A. Kamerick**
|
|
Year of birth
|
1958
|
Position(s) held with Fund1
|
Chairman and Member of Nominating, Compensation, Pricing
and Valuation and Audit Committees, Class III
|
Term of office1 and length of time served
|
Since 2013
|
Principal occupation(s) during the past five years
|
Chief Executive Officer, The Governance Partners, LLC
(consulting firm) (since 2015); National Association of Corporate
Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100
honoree; Adjunct Professor, Georgetown University Law Center
(since 2021); Adjunct Professor, The University of Chicago Law
School (since 2018); Adjunct Professor, University of Iowa
College of Law (since 2007); formerly, Chief Financial Officer,
Press Ganey Associates (health care informatics company) (2012
to 2014); Managing Director and Chief Financial Officer,
Houlihan Lokey (international investment bank) and President,
Houlihan Lokey Foundation (2010 to 2012)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director, VALIC Company I (since October 2022); Director of ACV
Auctions Inc. (since 2021); Director of Associated Banc-Corp
(financial services company) (since 2007); formerly, Director of
Hochschild Mining plc (precious metals company) (2016
to 2023); formerly Trustee of AIG Funds and Anchor Series Trust
(2018 to 2021)
|
Nisha Kumar
|
|
Year of birth
|
1970
|
Position(s) held with Fund1
|
Director and Member of Nominating, Compensation and Pricing
and Valuation Committees, and Chair of the Audit Committee,
Class III
|
Term of office1 and length of time served
|
Since 2019
|
Principal occupation(s) during the past five years
|
Formerly, Managing Director and the Chief Financial Officer and
Chief Compliance Officer of Greenbriar Equity Group, LP (2011
to 2021); formerly, Chief Financial Officer and Chief
Administrative Officer of Rent the Runway, Inc. (2011); Executive
Vice President and Chief Financial Officer of AOL LLC, a
subsidiary of Time Warner Inc. (2007 to 2009); Member of the
Council of Foreign Relations
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Director of Birkenstock Holding plc (since 2023); Director of The
India Fund, Inc. (since 2016); formerly, Director of Aberdeen
Income Credit Strategies Fund (2017 to 2018); and Director of
The Asia Tigers Fund, Inc. (2016 to 2018)
|
Independent Directors† (cont'd)
|
|
Peter Mason*
|
|
Year of birth
|
1959
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
Since 2024
|
Principal occupation(s) during the past five years
|
Arbitrator and Mediator (self-employed) (since 2021); formerly,
Global General Counsel of UNICEF (non-governmental
organization) (1998-2021)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
Chairman of University of Sydney USA Foundation (since 2020);
Director of the Radio Workshop US, Inc. (since 2023)
|
Hillary A. Sale*
|
|
Year of birth
|
1961
|
Position(s) held with Fund1
|
Director and Member of Nominating, Audit, Compensation and
Pricing and Valuation Committees, Class II
|
Term of office1 and length of time served
|
Since 2024
|
Principal occupation(s) during the past five years
|
Agnes Williams Sesquicentennial Professor of Leadership and
Corporate Governance, Georgetown Law; and Professor of
Management, McDonough School of Business (since 2018);
formerly, Associate Dean for Strategy, Georgetown Law (2020-
2023); National Association of Corporate Directors Board Faculty
Member (since 2021); formerly, a Member of the Board of
Governors of FINRA (2016-2022)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
16
|
Other board memberships held by Director during the past five
years
|
CBOE U.S. Securities Exchanges, CBOE Futures Exchange, and
CBOE SEF, Director (since 2022); Advisory Board Member of
Foundation Press (academic book publisher) (since 2019); Chair
of DirectWomen Board Institute (since 2019); formerly, Member
of DirectWomen Board (nonprofit) (2007-2022)
|
Interested Director and Officer
|
|
Jane Trust, CFA2
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Director, President and Chief Executive Officer, Class II
|
Term of office1 and length of time served
|
Since 2015
|
Principal occupation(s) during the past five years
|
Senior Vice President, Fund Board Management, Franklin
Templeton (since 2020); Officer and/or Trustee/Director of 116
funds associated with FTFA or its affiliates (since 2015);
President and Chief Executive Officer of FTFA (since 2015);
formerly, Senior Managing Director (2018 to 2020) and
Managing Director (2016 to 2018) of Legg Mason & Co., LLC
("Legg Mason & Co."); and Senior Vice President of FTFA (2015)
|
Number of portfolios in fund complex overseen by Director
(including the Fund)
|
Trustee/Director of Franklin Templeton funds consisting of 116
portfolios; Trustee of Putnam Family of Funds consisting of 105
portfolios
|
Other board memberships held by Director during the past five
years
|
None
|
Additional Officers
|
|
Fred Jensen
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1963
|
Position(s) held with Fund1
|
Chief Compliance Officer
|
Term of office1 and length of time served
|
Since 2020
|
Principal occupation(s) during the past five years
|
Director - Global Compliance of Franklin Templeton (since 2020);
Managing Director of Legg Mason & Co. (2006 to 2020); Director
of Compliance, Legg Mason Office of the Chief Compliance
Officer (2006 to 2020); formerly, Chief Compliance Officer of
Legg Mason Global Asset Allocation (prior to 2014); Chief
Compliance Officer of Legg Mason Private Portfolio Group (prior
to 2013); formerly, Chief Compliance Officer of The Reserve
Funds (investment adviser, funds and broker-dealer) (2004) and
Ambac Financial Group (investment adviser, funds and broker-
dealer) (2000 to 2003)
|
Marc A. De Oliveira
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1971
|
Position(s) held with Fund1
|
Secretary and Chief Legal Officer
|
Term of office1 and length of time served
|
Since 2023
|
Principal occupation(s) during the past five years
|
Associate General Counsel of Franklin Templeton (since 2020);
Secretary and Chief Legal Officer of certain funds associated
with Legg Mason & Co. or its affiliates 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)
|
Additional Officers (cont'd)
|
|
Thomas C. Mandia
|
|
Franklin Templeton
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Year of birth
|
1962
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and length of time served
|
Since 2022
|
Principal occupation(s) during the past five years
|
Senior Associate General Counsel of Franklin Templeton
(since 2020); Secretary of FTFA (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 (2006
to 2022)
|
Christopher Berarducci
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1974
|
Position(s) held with Fund1
|
Treasurer and Principal Financial Officer
|
Term of office1 and length of time served
|
Since 2019
|
Principal occupation(s) during the past five years
|
Vice President, Fund Administration and Reporting, Franklin
Templeton (since 2020); Treasurer (since 2010) and Principal
Financial Officer (since 2019) of certain funds associated with
Legg Mason & Co. or its affiliates; formerly, Managing
Director (2020), Director (2015 to 2020), and Vice President (2011
to 2015) of Legg Mason & Co.
|
Jeanne M. Kelly
|
|
Franklin Templeton
280 Park Avenue, 8th Floor, New York, NY 10017
|
|
Year of birth
|
1951
|
Position(s) held with Fund1
|
Senior Vice President
|
Term of office1 and length of time served
|
Since 2007
|
Principal occupation(s) during the past five years
|
U.S. Fund Board Team Manager, Franklin Templeton (since 2020);
Senior Vice President of certain funds associated with Legg
Mason & Co. or its affiliates (since 2007); Senior Vice President
of FTFA (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)
|
Pursuant to:
|
Amount Reported
|
|
Qualified Net Interest Income (QII)
|
§871(k)(1)(C)
|
$16,826,123
|
Section 163(j) Interest Earned
|
§163(j)
|
$34,507,234
|
Interest Earned from Federal Obligations
|
Note (1)
|
$42,364
|
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 theregistrant has determined that Eileen A. Kamerick and Nisha Kumar, are the members of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial experts".
Item 4. | Principal Accountant Fees and Services. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending September 30, 2023 and September 30, 2024 (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $49,566 in September 30, 2023 and $52,540 in September 30, 2024.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant's financial statements were $0 in September 30, 2023 and $0 in September 30, 2024.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $10,000 in September 30, 2023 and $10,000 in September 30, 2024. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset High Income Opportunity Fund Inc. were $0 in September 30, 2023 and $0 in September 30, 2024.
All Other Fees. There were no other non-audit services rendered by the Auditor to Franklin Templeton Fund Adviser, LLC ("FTFA"), and any entity controlling, controlled by or under common control with FTFA that provided ongoing services to Western Asset High Income Opportunity Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee's pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the "Committee") of the Board of each registered investment company (the "Fund") advised by FTFA or one of their affiliates (each, an "Adviser") requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Covered Service Providers") constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset High Income Opportunity Fund Inc., FTFA and any entity controlling, controlled by, or under common control with FTFA that provides ongoing services to Western Asset High Income Opportunity Fund Inc. during the reporting period were $342,635 in September 30, 2023 and $334,889 in September 30, 2024.
(h) Yes. Western Asset High Income Opportunity Fund Inc.'s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant's independence. All services provided by the Auditor to the Western Asset High Income Opportunity Fund Inc. 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 D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
NOTE
The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC ("Western Asset" or the "Firm") and all Western Asset affiliates, including Western Asset Management Company Limited ("Western Asset Limited"), Western Asset Management Company Ltd ("Western Asset Japan") and Western Asset Management Company Pte. Ltd. ("Western Asset Singapore"), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
BACKGROUND
An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 ("Advisers Act"). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm's contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
• | PROCEDURES |
Responsibility and Oversight
The Regulatory Affairs Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations Group ("Corporate Actions"). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Regulatory Affairs Group maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees ("Proxy Recipients") that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Regulatory Affairs Group for coordination and the following actions:
Proxies are reviewed to determine accounts impacted.
Impacted accounts are checked to confirm Western Asset voting authority.
The Regulatory Affairs Group 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.
The Regulatory Affairs Group provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst's or portfolio manager's basis for their decision is documented and maintained by the Regulatory Affairs Group.
Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.
Timing
Western Asset's Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
• | A copy of Western Asset's proxy voting policies and procedures. |
Copies of proxy statements received with respect to securities in client accounts.
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
Each written client request for proxy voting records and Western Asset's written response to both verbal and written client requests.
A proxy log including:
1. | Issuer name; |
2. | Exchange ticker symbol of the issuer's shares to be voted; |
3. | Committee on Uniform Securities Identification Procedures ("CUSIP") number for the shares to be voted; |
4. | A brief identification of the matter voted on; |
5. | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
6. | Whether a vote was cast on the matter; |
7. | A record of how the vote was cast; 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 (5) years with the first two (2) years in Western Asset's offices.
Disclosure
Western Asset's proxy policies and procedures are described in the Firm's Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of Interest
All proxies are reviewed by the Regulatory Affairs Group 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:
a. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution. |
b. | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
c. | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock's current market price. |
d. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
3. | Matters relating to Capitalization |
The Management of a company's capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company's capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
a. | Western Asset votes for proposals relating to the authorization of additional common stock. |
b. | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
c. | Western Asset votes for proposals authorizing share repurchase programs. |
4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
5. | Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
a. | Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
b. | Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions. |
6. | Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company's name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
a. | Western Asset votes on a case-by-case basis on proposals to amend a company's charter or bylaws. |
b. | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
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 where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as "material" can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
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.
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 has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor's position, Western Asset will be presumed to have the obligation to vote proxies for its retirement accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the client.
ITEM 13. | INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
NAME AND ADDRESS |
LENGTH OF TIME SERVED |
PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
Christopher F. Kilpatrick
Western Asset |
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. |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2006 |
Responsible for the day-to-day management with other members of the Fund's portfolio management team; Chief Investment Officer of Western Asset since September 2023 and leads the Global and US Strategy Committees; 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 |
Walter Kilcullen
Western Asset |
Since March 1, 2024 | 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 since 2002. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund's investment professionals for the fund. Unless noted otherwise, all information is provided as of September 30, 2024.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund's investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories:
registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
Michael C. Buchanan ‡ | Other Registered Investment Companies | 77 | $100.57 billion | None | None |
Other Pooled Vehicles | 271 | $63.52 billion | 22 | $2.66 billion | |
Other Accounts | 546 | $172.34 billion | 17 | $10.09 billion | |
Walter Kilcullen ‡ | Other Registered Investment Companies | 10 | $4.24 billion | None | None |
Other Pooled Vehicles | 18 | $8.16 billion | 3 | $350 million | |
Other Accounts | 20 | $3.44 billion | None | None | |
Christopher Kilpatrick ‡ | Other Registered Investment Companies | 8 | $2.94 billion | None | None |
Other Pooled Vehicles | 6 | $506 million | 3 | $350 million | |
Other Accounts | None | None | None | None |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company ("Western Asset"). Western Asset's investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset's overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): As of September 30, 2024: Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio's trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio's trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser's team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser's overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser's business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser's compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors toconduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund's investment professionals, the Subadviser's compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser's employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional's job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional's investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund's Prospectus to which the Fund's average annual total returns are compared or, if none, the benchmark set forth in the Fund's annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation-with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional's pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser's business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
(a)(4): Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of September 30, 2024.
Investment Professional(s) |
Dollar Range of |
|
Walter Kilcullen | A | |
Christopher Kilpatrick | A | |
Michael C. Buchanan | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 16. | CONTROLS AND PROCEDURES. |
(a) | The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
(b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Western Asset High Income Opportunity Fund Inc. | ||
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | November 21, 2024 |
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: | November 21, 2024 |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | November 21, 2024 |