Western Asset Total Return Unconstrained Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
Value
|
|
U.S. Government & Agency Obligations 12.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Obligations 12.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bonds
|
|
|
4.375
|
%
|
|
|
5/15/41
|
|
|
|
430,000
|
|
|
$
|
466,550
|
|
U.S. Treasury Bonds
|
|
|
3.125
|
%
|
|
|
11/15/41
|
|
|
|
2,325,000
|
|
|
|
2,008,219
|
|
U.S. Treasury Bonds
|
|
|
3.125
|
%
|
|
|
2/15/42
|
|
|
|
1,790,000
|
|
|
|
1,543,317
|
|
U.S. Treasury Bonds
|
|
|
3.000
|
%
|
|
|
5/15/42
|
|
|
|
475,000
|
|
|
|
398,332
|
|
U.S. Treasury Bonds
|
|
|
2.750
|
%
|
|
|
8/15/42
|
|
|
|
130,000
|
|
|
|
103,005
|
|
U.S. Treasury Bonds
|
|
|
2.750
|
%
|
|
|
11/15/42
|
|
|
|
120,000
|
|
|
|
94,875
|
|
U.S. Treasury Bonds
|
|
|
3.625
|
%
|
|
|
8/15/43
|
|
|
|
6,420,000
|
|
|
|
6,062,888
|
|
U.S. Treasury Bonds
|
|
|
3.750
|
%
|
|
|
11/15/43
|
|
|
|
4,810,000
|
|
|
|
4,649,163
|
|
U.S. Treasury Notes
|
|
|
1.875
|
%
|
|
|
2/28/14
|
|
|
|
1,520,000
|
|
|
|
1,524,274
|
|
U.S. Treasury Notes
|
|
|
0.250
|
%
|
|
|
9/15/15
|
|
|
|
80,000
|
|
|
|
79,934
|
|
U.S. Treasury Notes
|
|
|
0.250
|
%
|
|
|
10/15/15
|
|
|
|
70,000
|
|
|
|
69,910
|
|
U.S. Treasury Notes
|
|
|
1.000
|
%
|
|
|
8/31/16
|
|
|
|
950,000
|
|
|
|
958,906
|
|
U.S. Treasury Notes
|
|
|
0.750
|
%
|
|
|
6/30/17
|
|
|
|
860,000
|
|
|
|
850,930
|
|
U.S. Treasury Notes
|
|
|
0.500
|
%
|
|
|
7/31/17
|
|
|
|
1,670,000
|
|
|
|
1,634,903
|
|
U.S. Treasury Notes
|
|
|
0.750
|
%
|
|
|
10/31/17
|
|
|
|
1,160,000
|
|
|
|
1,138,975
|
|
U.S. Treasury Notes
|
|
|
0.625
|
%
|
|
|
11/30/17
|
|
|
|
9,410,000
|
|
|
|
9,174,750
|
|
U.S. Treasury Notes
|
|
|
0.625
|
%
|
|
|
4/30/18
|
|
|
|
2,800,000
|
|
|
|
2,700,250
|
|
U.S. Treasury Notes
|
|
|
1.375
|
%
|
|
|
7/31/18
|
|
|
|
30,000
|
|
|
|
29,730
|
|
U.S. Treasury Notes
|
|
|
1.500
|
%
|
|
|
8/31/18
|
|
|
|
720,000
|
|
|
|
716,344
|
|
U.S. Treasury Notes
|
|
|
1.250
|
%
|
|
|
11/30/18
|
|
|
|
630,000
|
|
|
|
616,514
|
|
U.S. Treasury Notes
|
|
|
1.250
|
%
|
|
|
4/30/19
|
|
|
|
24,650,000
|
|
|
|
23,881,610
|
|
U.S. Treasury Notes
|
|
|
1.000
|
%
|
|
|
9/30/19
|
|
|
|
17,190,000
|
|
|
|
16,228,426
|
|
U.S. Treasury Notes
|
|
|
1.250
|
%
|
|
|
10/31/19
|
|
|
|
4,680,000
|
|
|
|
4,476,345
|
|
U.S. Treasury Notes
|
|
|
1.125
|
%
|
|
|
12/31/19
|
|
|
|
6,700,000
|
|
|
|
6,327,835
|
|
U.S. Treasury Notes
|
|
|
2.125
|
%
|
|
|
8/31/20
|
|
|
|
840,000
|
|
|
|
829,238
|
|
U.S. Treasury Notes
|
|
|
1.625
|
%
|
|
|
8/15/22
|
|
|
|
960,000
|
|
|
|
872,175
|
|
U.S. Treasury Notes
|
|
|
1.750
|
%
|
|
|
5/15/23
|
|
|
|
3,200,000
|
|
|
|
2,884,250
|
|
U.S. Treasury Notes
|
|
|
2.500
|
%
|
|
|
8/15/23
|
|
|
|
1,920,000
|
|
|
|
1,843,799
|
|
Total U.S. Government & Agency Obligations (Cost
$96,434,423)
|
|
|
|
|
|
|
|
92,165,447
|
|
U.S. Treasury Inflation Protected Securities 1.4%
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Bonds, Inflation Indexed
|
|
|
2.125
|
%
|
|
|
2/15/40
|
|
|
|
1,620,930
|
|
|
|
1,821,267
|
|
U.S. Treasury Bonds, Inflation Indexed
|
|
|
0.625
|
%
|
|
|
2/15/43
|
|
|
|
6,816,689
|
|
|
|
5,241,393
|
|
U.S. Treasury Notes, Inflation Indexed
|
|
|
0.375
|
%
|
|
|
7/15/23
|
|
|
|
3,412,376
|
|
|
|
3,291,077
|
|
Total U.S. Treasury Inflation Protected Securities (Cost
$11,252,829)
|
|
|
|
10,353,737
|
|
See Notes to Financial Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
33
|
Schedule of investments (contd)
December 31, 2013
Western Asset Total Return Unconstrained Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Rate
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
Common Stocks 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels, Restaurants & Leisure 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tropicana Entertainment Inc.(Cost $284,300)
|
|
|
|
17,138
|
|
|
$
|
299,915
|
*
|
Preferred Stocks 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance 0.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GMAC Capital Trust I (Cost $3,961,616)
|
|
|
8.125
|
%
|
|
|
|
|
|
|
158,099
|
|
|
|
4,227,567
|
(c)
|
|
|
|
|
|
|
|
|
|
|
Expiration
Date
|
|
|
Contracts
|
|
|
|
|
Purchased Options 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Dollar/Eurodollar, Call @ $1.35
|
|
|
|
|
|
|
1/6/14
|
|
|
|
8,600,000
|
|
|
|
483
|
|
U.S. Dollar/Eurodollar, Call @ $1.36
|
|
|
|
|
|
|
2/16/14
|
|
|
|
10,940,000
|
|
|
|
64,844
|
|
Total Purchased Options (Cost $195,681)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,327
|
|
Total Investments before Short-Term Investments (Cost
$593,307,341)
|
|
|
|
|
|
|
|
588,457,930
|
|
|
|
|
|
|
|
|
|
|
|
Maturity
Date
|
|
|
Face
Amount
|
|
|
|
|
Short-Term Investments 21.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Agencies 12.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes
|
|
|
0.110
|
%
|
|
|
2/14/14
|
|
|
|
35,000,000
|
|
|
|
34,995,294
|
(l)
|
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes
|
|
|
0.089
|
%
|
|
|
3/24/14
|
|
|
|
15,000,000
|
|
|
|
14,998,650
|
(l)
|
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes
|
|
|
0.093
|
%
|
|
|
4/28/14
|
|
|
|
14,000,000
|
|
|
|
13,997,298
|
(l)
|
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes
|
|
|
0.129
|
%
|
|
|
6/16/14
|
|
|
|
15,000,000
|
|
|
|
14,994,495
|
(l)
|
Federal Home Loan Mortgage Corp. (FHLMC), Discount Notes
|
|
|
0.130
|
%
|
|
|
6/23/14
|
|
|
|
10,000,000
|
|
|
|
9,996,180
|
(l)
|
Total U.S. Government Agencies (Cost $88,972,852)
|
|
|
|
|
|
|
|
|
|
|
|
88,981,917
|
|
Repurchase Agreements 9.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank of America repurchase agreement dated 12/31/13; Proceeds at maturity $67,304,004; (Fully collateralized by
U.S. government obligations, 6.125% due 11/15/27; Market value $68,650,090) (Cost $67,304,000)
|
|
|
0.001
|
%
|
|
|
1/2/14
|
|
|
|
67,304,000
|
|
|
|
67,304,000
|
|
Total Short-Term Investments (Cost $156,276,852)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,285,917
|
|
Total Investments 101.6% (Cost $749,584,193#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
744,743,847
|
|
Liabilities in Excess of Other Assets (1.6)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,682,261
|
)
|
Total Net Assets 100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
733,061,586
|
|
See Notes to Financial
Statements.
|
|
|
34
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
Western Asset Total Return Unconstrained Fund
|
Face amount denominated in U.S. dollars, unless otherwise noted.
|
*
|
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, unless otherwise noted.
|
(b)
|
Payment-in-kind security for which the issuer has the option at each interest payment date of making interest payments in cash or additional debt securities.
|
(c)
|
Variable rate security. Interest rate disclosed is as of the most recent information available.
|
(d)
|
Security has no maturity date. The date shown represents the next call date.
|
(e)
|
The coupon payment on these securities is currently in default as of December 31, 2013.
|
(f)
|
Security is valued in good faith in accordance with procedures approved by the Board of Directors (See Note 1).
|
(g)
|
Illiquid security (unaudited).
|
(h)
|
Value is less than $1.
|
(i)
|
This security is traded on a to-be-announced (TBA) basis (See Note 1).
|
(j)
|
Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan.
|
(k)
|
All or a portion of this loan is unfunded as of December 31, 2013. The interest rate for fully unfunded term loans is to be determined.
|
(l)
|
Rate shown represents yield-to-maturity.
|
#
|
Aggregate cost for federal income tax purposes is $749,748,010.
|
|
|
|
Abbreviations used in this schedule:
|
ARM
|
|
Adjustable Rate Mortgage
|
BRL
|
|
Brazilian Real
|
CDO
|
|
Collateralized Debt Obligation
|
CLO
|
|
Collateral Loan Obligation
|
EUR
|
|
Euro
|
GO
|
|
General Obligation
|
HUF
|
|
Hungarian Forint
|
IO
|
|
Interest Only
|
MXN
|
|
Mexican Peso
|
MYR
|
|
Malaysian Ringgit
|
PLN
|
|
Polish Zloty
|
PO
|
|
Principal Only
|
RUB
|
|
Russian Ruble
|
SEK
|
|
Swedish Krona
|
THB
|
|
Thai Baht
|
See Notes to Financial
Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
35
|
Statement of assets and liabilities
December 31, 2013
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
Investments, at value (Cost $749,584,193)
|
|
$
|
744,743,847
|
|
Foreign currency, at value (Cost $2,359,733)
|
|
|
2,272,899
|
|
Cash
|
|
|
1,121,963
|
|
Receivable for securities sold
|
|
|
18,204,132
|
|
Interest receivable
|
|
|
4,431,238
|
|
Deposits with brokers for open futures contracts
|
|
|
2,560,135
|
|
Deposits with brokers for centrally cleared swap contracts
|
|
|
1,179,140
|
|
Deposits with brokers for OTC swap contracts
|
|
|
1,100,000
|
|
Receivable for Fund shares sold
|
|
|
861,276
|
|
Unrealized appreciation on forward foreign currency contracts
|
|
|
856,723
|
|
Receivable from broker variation margin on open futures contracts
|
|
|
292,443
|
|
Foreign currency collateral for open futures contracts, at value (Cost $200,870)
|
|
|
212,608
|
|
Receivable for open OTC swap contracts
|
|
|
6
|
|
Prepaid expenses
|
|
|
51,031
|
|
Other receivable
|
|
|
10,296
|
|
Total Assets
|
|
|
777,897,737
|
|
|
|
Liabilities:
|
|
|
|
|
Payable for securities purchased
|
|
|
37,590,282
|
|
Payable for Fund shares repurchased
|
|
|
4,427,588
|
|
OTC swaps, at value (premiums received $20,902)
|
|
|
1,175,895
|
|
Unrealized depreciation on forward foreign currency contracts
|
|
|
834,783
|
|
Investment management fee payable
|
|
|
455,811
|
|
Distributions payable
|
|
|
108,347
|
|
Payable to broker variation margin on centrally cleared swaps
|
|
|
68,581
|
|
Service and/or distribution fees payable
|
|
|
53,137
|
|
Payable for open OTC swap contracts
|
|
|
22,299
|
|
Directors fees payable
|
|
|
220
|
|
Accrued expenses
|
|
|
99,208
|
|
Total Liabilities
|
|
|
44,836,151
|
|
Total Net Assets
|
|
$
|
733,061,586
|
|
|
|
Net Assets:
|
|
|
|
|
Par value (Note 7)
|
|
$
|
69,533
|
|
Paid-in capital in excess of par value
|
|
|
767,648,592
|
|
Undistributed net investment income
|
|
|
1,068,248
|
|
Accumulated net realized loss on investments, futures contracts, written options, swap contracts
and foreign currency
transactions
|
|
|
(32,068,743)
|
|
Net unrealized depreciation on investments, futures contracts, swap contracts and foreign currencies
|
|
|
(3,656,044)
|
|
Total Net Assets
|
|
$
|
733,061,586
|
|
See Notes to Financial Statements.
|
|
|
36
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
Shares Outstanding:
|
|
|
|
|
Class A
|
|
|
2,168,931
|
|
Class C
|
|
|
468,941
|
|
Class FI
|
|
|
19,980,164
|
|
Class R
|
|
|
990
|
|
Class I
|
|
|
23,281,391
|
|
Class IS
|
|
|
23,632,491
|
|
|
|
Net Asset Value:
|
|
|
|
|
Class A (and redemption price)
|
|
|
$10.55
|
|
Class C*
|
|
|
$10.55
|
|
Class FI (and redemption price)
|
|
|
$10.54
|
|
Class R (and redemption price)
|
|
|
$10.55
|
|
Class I (and redemption price)
|
|
|
$10.55
|
|
Class IS (and redemption price)
|
|
|
$10.54
|
|
Maximum Public Offering Price Per Share:
|
|
|
|
|
Class A (based on maximum initial sales charge of 4.25%)
|
|
|
$11.02
|
|
*
|
Redemption price per share is NAV of Class C shares reduced by a 1.00% CDSC, if shares are redeemed within one year from purchase payment (See Note 2).
|
See Notes to Financial
Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
37
|
Statement of operations
For the Year Ended December 31, 2013
|
|
|
|
|
|
|
Investment Income:
|
|
|
|
|
Interest
|
|
$
|
16,595,247
|
|
Dividends
|
|
|
321,139
|
|
Less: Foreign taxes withheld
|
|
|
(65)
|
|
Total Investment Income
|
|
|
16,916,321
|
|
|
|
Expenses:
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
4,330,531
|
|
Service and/or distribution fees (Notes 2 and 5)
|
|
|
436,120
|
|
Transfer agent fees (Note 5)
|
|
|
349,171
|
|
Registration fees
|
|
|
104,827
|
|
Fund accounting fees
|
|
|
70,826
|
|
Audit and tax
|
|
|
63,423
|
|
Fees recaptured by investment manager (Note 2)
|
|
|
33,725
|
|
Shareholder reports
|
|
|
33,714
|
|
Directors fees
|
|
|
28,114
|
|
Legal fees
|
|
|
27,288
|
|
Custody fees
|
|
|
22,436
|
|
Insurance
|
|
|
9,087
|
|
Miscellaneous expenses
|
|
|
10,511
|
|
Total Expenses
|
|
|
5,519,773
|
|
Less: Fee waivers and/or expense reimbursements (Notes 2 and 5)
|
|
|
(107,701)
|
|
Net Expenses
|
|
|
5,412,072
|
|
Net Investment Income
|
|
|
11,504,249
|
|
|
|
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Written Options,
Swap Contracts and Foreign Currency
Transactions (Notes 1, 3 and 4):
|
|
|
|
|
Net Realized Gain (Loss) From:
|
|
|
|
|
Investment transactions
|
|
|
(5,258,809)
|
|
Futures contracts
|
|
|
4,851,697
|
|
Written options
|
|
|
493,442
|
|
Swap contracts
|
|
|
(811,497)
|
|
Foreign currency transactions
|
|
|
694,899
|
|
Net Realized Loss
|
|
|
(30,268)
|
|
Change in Net Unrealized Appreciation (Depreciation) From:
|
|
|
|
|
Investments
|
|
|
(5,669,963)
|
|
Futures contracts
|
|
|
2,585,737
|
|
Swap contracts
|
|
|
(1,462,313)
|
|
Foreign currencies
|
|
|
(444,887)
|
|
Change in Net Unrealized Appreciation (Depreciation)
|
|
|
(4,991,426)
|
|
Net Loss on Investments, Futures Contracts, Written Options, Swap Contracts
and Foreign Currency Transactions
|
|
|
(5,021,694)
|
|
Increase in Net Assets From Operations
|
|
$
|
6,482,555
|
|
See Notes to Financial
Statements.
|
|
|
38
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
Statements of changes in net assets
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
2013
|
|
|
2012
|
|
|
|
|
Operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
11,504,249
|
|
|
$
|
8,994,550
|
|
Net realized loss
|
|
|
(30,268)
|
|
|
|
(7,694,016)
|
|
Change in net unrealized appreciation (depreciation)
|
|
|
(4,991,426)
|
|
|
|
24,798,059
|
|
Increase in Net Assets From Operations
|
|
|
6,482,555
|
|
|
|
26,098,593
|
|
|
|
|
Distributions to Shareholders From (Notes 1 and 6):
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(11,661,218)
|
|
|
|
(8,936,983)
|
|
Decrease in Net Assets From Distributions to
Shareholders
|
|
|
(11,661,218)
|
|
|
|
(8,936,983)
|
|
|
|
|
Fund Share Transactions (Note 7):
|
|
|
|
|
|
|
|
|
Net proceeds from sale of shares
|
|
|
392,171,838
|
|
|
|
232,956,593
|
|
Reinvestment of distributions
|
|
|
11,213,470
|
|
|
|
8,315,678
|
|
Cost of shares repurchased
|
|
|
(151,443,194)
|
|
|
|
(76,567,216)
|
|
Increase in Net Assets From Fund Share Transactions
|
|
|
251,942,114
|
|
|
|
164,705,055
|
|
Increase in Net Assets
|
|
|
246,763,451
|
|
|
|
181,866,665
|
|
|
|
|
Net Assets:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
486,298,135
|
|
|
|
304,431,470
|
|
End of year*
|
|
$
|
733,061,586
|
|
|
$
|
486,298,135
|
|
* Includes undistributed net investment income of:
|
|
|
$1,068,248
|
|
|
|
$934,658
|
|
See Notes to Financial
Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
39
|
Financial highlights
|
|
|
|
|
|
|
|
|
For a share of each class of capital
stock outstanding throughout each year ended December 31,
unless otherwise noted:
|
|
Class A Shares
1
|
|
2013
|
|
|
2012
2
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.64
|
|
|
|
$10.35
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.19
|
|
|
|
0.09
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.10)
|
|
|
|
0.33
|
|
Total income from operations
|
|
|
0.09
|
|
|
|
0.42
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.18)
|
|
|
|
(0.13)
|
|
Total distributions
|
|
|
(0.18)
|
|
|
|
(0.13)
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.55
|
|
|
|
$10.64
|
|
Total return
3
|
|
|
0.87
|
%
|
|
|
4.12
|
%
|
|
|
|
Net assets, end of year (000s)
|
|
|
$22,877
|
|
|
|
$2,546
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.17
|
%
4
|
|
|
1.19
|
%
5
|
Net expenses
6,7,8
|
|
|
1.17
|
4
|
|
|
1.16
|
5
|
Net investment income
|
|
|
1.80
|
|
|
|
1.38
|
5
|
|
|
|
Portfolio turnover rate
9
|
|
|
65
|
%
|
|
|
85
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
For the period April 30, 2012 (commencement of operations) to December 31, 2012.
|
3
|
Performance figures, exclusive of sales charges, 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. Total returns for periods of less than one year are not annualized.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
6
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
7
|
As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred
organizational expenses, to average net assets of Class A shares did not exceed 1.25%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent.
|
8
|
Reflects fee waivers and/or expense reimbursements.
|
9
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the
year ended December 31, 2013 and 132% for the period ended December 31, 2012.
|
See Notes to Financial Statements.
|
|
|
40
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
|
|
For a share of each class of capital
stock outstanding throughout each year ended December 31,
unless otherwise noted:
|
|
Class C Shares
1
|
|
2013
|
|
|
2012
2
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.64
|
|
|
|
$10.35
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.10
|
|
|
|
0.06
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.09)
|
|
|
|
0.31
|
|
Total income from operations
|
|
|
0.01
|
|
|
|
0.37
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.10)
|
|
|
|
(0.08)
|
|
Total distributions
|
|
|
(0.10)
|
|
|
|
(0.08)
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.55
|
|
|
|
$10.64
|
|
Total return
3
|
|
|
0.05
|
%
|
|
|
3.58
|
%
|
|
|
|
Net assets, end of year (000s)
|
|
|
$4,946
|
|
|
|
$141
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
2.03
|
%
4
|
|
|
2.10
|
%
5
|
Net expenses
6,7,8
|
|
|
1.99
|
4
|
|
|
1.91
|
5
|
Net investment income
|
|
|
0.94
|
|
|
|
0.87
|
5
|
|
|
|
Portfolio turnover rate
9
|
|
|
65
|
%
|
|
|
85
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
For the period April 30, 2012 (commencement of operations) to December 31, 2012.
|
3
|
Performance figures, exclusive of CDSC, 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. Total returns for periods of less than one year are not annualized.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
6
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
7
|
As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred
organizational expenses, to average net assets of Class C shares did not exceed 2.00%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent.
|
8
|
Reflects fee waivers and/or expense reimbursements.
|
9
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the
year ended December 31, 2013 and 132% for the period ended December 31, 2012.
|
See Notes to Financial Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
41
|
Financial highlights (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of
capital stock outstanding throughout each year ended December 31:
|
|
Class FI Shares
1,2
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.63
|
|
|
|
$10.13
|
|
|
|
$10.22
|
|
|
|
$9.79
|
|
|
|
$7.82
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.19
|
|
|
|
0.20
|
|
|
|
0.28
|
|
|
|
0.36
|
|
|
|
0.43
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.09)
|
|
|
|
0.53
|
|
|
|
(0.11)
|
|
|
|
0.41
|
|
|
|
2.05
|
|
Total income from operations
|
|
|
0.10
|
|
|
|
0.73
|
|
|
|
0.17
|
|
|
|
0.77
|
|
|
|
2.48
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.19)
|
|
|
|
(0.23)
|
|
|
|
(0.26)
|
|
|
|
(0.30)
|
|
|
|
(0.51)
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04)
|
|
|
|
|
|
Total distributions
|
|
|
(0.19)
|
|
|
|
(0.23)
|
|
|
|
(0.26)
|
|
|
|
(0.34)
|
|
|
|
(0.51)
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.54
|
|
|
|
$10.63
|
|
|
|
$10.13
|
|
|
|
$10.22
|
|
|
|
$9.79
|
|
Total return
3
|
|
|
0.91
|
%
|
|
|
7.29
|
%
|
|
|
1.69
|
%
|
|
|
7.99
|
%
|
|
|
32.55
|
%
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
|
$210,594
|
|
|
|
$112,307
|
|
|
|
$3,613
|
|
|
|
$2,024
|
|
|
|
$4,265
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.18
|
%
4
|
|
|
1.20
|
%
|
|
|
1.37
|
%
|
|
|
1.25
|
%
|
|
|
1.42
|
%
|
Net expenses
5,6
|
|
|
1.14
|
4,7
|
|
|
1.10
|
7
|
|
|
1.05
|
|
|
|
1.05
|
|
|
|
1.05
|
|
Net investment income
|
|
|
1.80
|
|
|
|
1.87
|
|
|
|
2.79
|
|
|
|
3.58
|
|
|
|
4.70
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
65
|
%
8
|
|
|
85
|
%
8
|
|
|
142
|
%
8
|
|
|
131
|
%
|
|
|
258
|
%
|
1
|
In April 2010, Financial Intermediary Class shares were renamed Class FI shares.
|
2
|
Per share amounts have been calculated using the average shares method.
|
3
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
5
|
Reflects fee waivers and/or expense reimbursements.
|
6
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
7
|
As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class FI shares did not exceed
1.20%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total
annual operating expenses are not expected to exceed 1.15%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement,
the ratio of expense to average net assets of Class FI shares did not exceed 1.05%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses.
|
8
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and
162% for the years ended December 31, 2013, 2012 and 2011, respectively.
|
See Notes to Financial Statements.
|
|
|
42
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
|
|
For a share of each class of capital
stock outstanding throughout each year ended December 31,
unless otherwise noted:
|
|
Class R Shares
1
|
|
2013
|
|
|
2012
2
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.64
|
|
|
|
$10.35
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.15
|
|
|
|
0.11
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.09)
|
|
|
|
0.29
|
|
Total income from operations
|
|
|
0.06
|
|
|
|
0.40
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.15)
|
|
|
|
(0.11)
|
|
Total distributions
|
|
|
(0.15)
|
|
|
|
(0.11)
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.55
|
|
|
|
$10.64
|
|
Total return
3
|
|
|
0.54
|
%
|
|
|
3.91
|
%
|
|
|
|
Net assets, end of year (000s)
|
|
|
$10
|
|
|
|
$10
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
1.65
|
%
4
|
|
|
1.58
|
%
5
|
Net expenses
6,7,8
|
|
|
1.50
|
4
|
|
|
1.50
|
5
|
Net investment income
|
|
|
1.41
|
|
|
|
1.60
|
5
|
|
|
|
Portfolio turnover rate
9
|
|
|
65
|
%
|
|
|
85
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
For the period April 30, 2012 (commencement of operations) to December 31, 2012.
|
3
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
6
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
8
|
As a result of an expense limitation arrangement, the ratio of expenses, other than interest, brokerage commissions, taxes, extraordinary expenses and deferred
organizational expenses, to average net assets of Class R shares did not exceed 1.50%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent.
|
9
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178% for the
year ended December 31, 2013 and 132% for the period ended December 31, 2012.
|
See Notes to Financial Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
43
|
Financial highlights (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of
capital stock outstanding throughout each year ended December 31:
|
|
Class I Shares
1,2
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.64
|
|
|
|
$10.14
|
|
|
|
$10.22
|
|
|
|
$9.80
|
|
|
|
$7.81
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.22
|
|
|
|
0.26
|
|
|
|
0.31
|
|
|
|
0.38
|
|
|
|
0.46
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.10)
|
|
|
|
0.50
|
|
|
|
(0.10)
|
|
|
|
0.41
|
|
|
|
2.03
|
|
Total income from operations
|
|
|
0.12
|
|
|
|
0.76
|
|
|
|
0.21
|
|
|
|
0.79
|
|
|
|
2.49
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.21)
|
|
|
|
(0.26)
|
|
|
|
(0.29)
|
|
|
|
(0.33)
|
|
|
|
(0.50)
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04)
|
|
|
|
|
|
Total distributions
|
|
|
(0.21)
|
|
|
|
(0.26)
|
|
|
|
(0.29)
|
|
|
|
(0.37)
|
|
|
|
(0.50)
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.55
|
|
|
|
$10.64
|
|
|
|
$10.14
|
|
|
|
$10.22
|
|
|
|
$9.80
|
|
Total return
3
|
|
|
1.18
|
%
|
|
|
7.53
|
%
|
|
|
2.04
|
%
|
|
|
8.14
|
%
|
|
|
32.89
|
%
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
|
$245,613
|
|
|
|
$163,240
|
|
|
|
$110,681
|
|
|
|
$81,809
|
|
|
|
$99,271
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.89
|
%
|
|
|
0.90
|
%
|
|
|
0.85
|
%
4
|
|
|
0.85
|
%
|
|
|
0.85
|
%
|
Net expenses
5
|
|
|
0.87
|
6,7
|
|
|
0.84
|
6,7
|
|
|
0.80
|
4,7
|
|
|
0.80
|
7
|
|
|
0.80
|
|
Net investment income
|
|
|
2.06
|
|
|
|
2.46
|
|
|
|
3.07
|
|
|
|
3.78
|
|
|
|
5.20
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
65
|
%
8
|
|
|
85
|
%
8
|
|
|
142
|
%
8
|
|
|
131
|
%
|
|
|
258
|
%
|
1
|
In April 2010, Institutional Class shares were renamed Class I shares.
|
2
|
Per share amounts have been calculated using the average shares method.
|
3
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
5
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
6
|
As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class I shares did not exceed
0.95%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total
annual operating expenses are not expected to exceed 0.90%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement,
the ratio of expenses to average net assets of Class I shares did not exceed 0.80%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses.
|
7
|
Reflects fee waivers and/or expense reimbursements.
|
8
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and
162% for the years ended December 31, 2013, 2012 and 2011, respectively.
|
See Notes to Financial Statements.
|
|
|
44
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of each class of
capital stock outstanding throughout each year ended December 31:
|
|
Class IS Shares
1,2
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
|
$10.63
|
|
|
|
$10.13
|
|
|
|
$10.21
|
|
|
|
$9.79
|
|
|
|
$7.82
|
|
|
|
|
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.22
|
|
|
|
0.26
|
|
|
|
0.32
|
|
|
|
0.38
|
|
|
|
0.46
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.09)
|
|
|
|
0.50
|
|
|
|
(0.11)
|
|
|
|
0.41
|
|
|
|
2.03
|
|
Total income from operations
|
|
|
0.13
|
|
|
|
0.76
|
|
|
|
0.21
|
|
|
|
0.79
|
|
|
|
2.49
|
|
|
|
|
|
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.22)
|
|
|
|
(0.26)
|
|
|
|
(0.29)
|
|
|
|
(0.33)
|
|
|
|
(0.52)
|
|
Return of capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.04)
|
|
|
|
|
|
Total distributions
|
|
|
(0.22)
|
|
|
|
(0.26)
|
|
|
|
(0.29)
|
|
|
|
(0.37)
|
|
|
|
(0.52)
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
|
$10.54
|
|
|
|
$10.63
|
|
|
|
$10.13
|
|
|
|
$10.21
|
|
|
|
$9.79
|
|
Total return
3
|
|
|
1.22
|
%
|
|
|
7.55
|
%
|
|
|
2.03
|
%
|
|
|
8.15
|
%
|
|
|
32.81
|
%
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
|
$249,022
|
|
|
|
$208,054
|
|
|
|
$190,137
|
|
|
|
$216,348
|
|
|
|
$187,156
|
|
|
|
|
|
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.83
|
%
4
|
|
|
0.85
|
%
|
|
|
0.83
|
%
4
|
|
|
0.84
|
%
|
|
|
0.84
|
%
|
Net expenses
5,6
|
|
|
0.83
|
4,7
|
|
|
0.82
|
7
|
|
|
0.80
|
4
|
|
|
0.80
|
|
|
|
0.80
|
|
Net investment income
|
|
|
2.09
|
|
|
|
2.50
|
|
|
|
3.11
|
|
|
|
3.79
|
|
|
|
5.20
|
|
|
|
|
|
|
|
Portfolio turnover rate
|
|
|
65
|
%
8
|
|
|
85
|
%
8
|
|
|
142
|
%
8
|
|
|
131
|
%
|
|
|
258
|
%
|
1
|
In April 2010, Institutional Select Class shares were renamed Class IS shares.
|
2
|
Per share amounts have been calculated using the average shares method.
|
3
|
Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance
arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.
|
4
|
Reflects recapture of expenses waived/reimbursed from prior fiscal years.
|
5
|
Reflects fee waivers and/or expense reimbursements.
|
6
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
7
|
As a result of an expense limitation arrangement, effective May 1, 2012, the ratio of expenses to average net assets of Class IS shares did not exceed
0.85%. This expense limitation arrangement cannot be terminated prior to December 31, 2015 without the Board of Directors consent. The manager currently intends to voluntarily waive fees and/or reimburse operating expenses so that total
annual operating expenses are not expected to exceed 0.85%. This arrangement is expected to continue until April 30, 2014, but may be terminated at time by the manager. Prior to May 1, 2012, as a result of expense limitation arrangement,
the ratio of expenses to average net assets of Class IS shares did not exceed 0.80%. These expense limitations do not include interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses.
|
8
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 178%, 132% and
162% for the years ended December 31, 2013, 2012 and 2011, respectively.
|
See Notes to Financial Statements.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
45
|
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Total Return Unconstrained Fund (the Fund) is a separate diversified investment series of Western Asset Funds, Inc. (the
Corporation). The Corporation, a Maryland corporation, is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles
(GAAP). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets
and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation.
The valuations for fixed income securities (which may include, but
are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services,
which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves,
prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method
would not reflect an investments fair value. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are
valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the
currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be
determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are
not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund
values these securities as determined in accordance with procedures approved by the Funds Board of Directors.
The Board of Directors is
responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the Valuation Committee). The Valuation Committee, pursuant to the policies
adopted by the Board of Directors, is responsible for making fair value determinations,
|
|
|
46
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
evaluating the effectiveness of the Funds pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments
owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible
methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or
fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the
issuers financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts research and observations from financial institutions;
information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable
companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the
policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are
reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach
and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income
approach uses valuation techniques to discount estimated future cash flows to present value.
GAAP establishes a disclosure hierarchy that categorizes
the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
|
|
Level 1 quoted prices in active markets for identical investments
|
|
|
Level 2 other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
|
|
|
Level 3 significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments)
|
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
47
|
Notes to financial statements (contd)
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those
securities.
The following is a summary of the inputs used in valuing the Funds assets and liabilities carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds & notes
|
|
|
|
|
|
$
|
227,441,231
|
|
|
$
|
0
|
*
|
|
$
|
227,441,231
|
|
Asset-backed securities
|
|
|
|
|
|
|
47,076,106
|
|
|
|
3,868,829
|
|
|
|
50,944,935
|
|
Collateralized mortgage obligations
|
|
|
|
|
|
|
61,825,321
|
|
|
|
|
|
|
|
61,825,321
|
|
Convertible bonds & notes
|
|
|
|
|
|
|
30,559
|
|
|
|
|
|
|
|
30,559
|
|
Mortgage-backed securities
|
|
|
|
|
|
|
46,867,739
|
|
|
|
|
|
|
|
46,867,739
|
|
Municipal bonds
|
|
|
|
|
|
|
8,652,738
|
|
|
|
|
|
|
|
8,652,738
|
|
Non-U.S. Treasury inflation protected securities
|
|
|
|
|
|
|
1,491,159
|
|
|
|
|
|
|
|
1,491,159
|
|
Senior loans
|
|
|
|
|
|
|
40,667,285
|
|
|
|
|
|
|
|
40,667,285
|
|
Sovereign bonds
|
|
|
|
|
|
|
43,424,970
|
|
|
|
|
|
|
|
43,424,970
|
|
U.S. government & agency obligations
|
|
|
|
|
|
|
92,165,447
|
|
|
|
|
|
|
|
92,165,447
|
|
U.S. Treasury inflation protected securities
|
|
|
|
|
|
|
10,353,737
|
|
|
|
|
|
|
|
10,353,737
|
|
Common stocks
|
|
|
|
|
|
|
299,915
|
|
|
|
|
|
|
|
299,915
|
|
Preferred stocks
|
|
$
|
4,227,567
|
|
|
|
|
|
|
|
|
|
|
|
4,227,567
|
|
Purchased options
|
|
|
|
|
|
|
65,327
|
|
|
|
|
|
|
|
65,327
|
|
Total long-term investments
|
|
$
|
4,227,567
|
|
|
$
|
580,361,534
|
|
|
$
|
3,868,829
|
|
|
$
|
588,457,930
|
|
Short-term investments
|
|
|
|
|
|
|
156,285,917
|
|
|
|
|
|
|
|
156,285,917
|
|
Total investments
|
|
$
|
4,227,567
|
|
|
$
|
736,647,451
|
|
|
$
|
3,868,829
|
|
|
$
|
744,743,847
|
|
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures contracts
|
|
$
|
3,324,388
|
|
|
|
|
|
|
|
|
|
|
$
|
3,324,388
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
856,723
|
|
|
|
|
|
|
|
856,723
|
|
Total other financial instruments
|
|
$
|
3,324,388
|
|
|
$
|
856,723
|
|
|
|
|
|
|
$
|
4,181,111
|
|
Total
|
|
$
|
7,551,955
|
|
|
$
|
737,504,174
|
|
|
$
|
3,868,829
|
|
|
$
|
748,924,958
|
|
|
|
|
48
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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|
|
|
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LIABILITIES
|
|
Description
|
|
Quoted Prices
(Level 1)
|
|
|
Other Significant
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Total
|
|
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures contracts
|
|
$
|
405,973
|
|
|
|
|
|
|
|
|
|
|
$
|
405,973
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
834,783
|
|
|
|
|
|
|
|
834,783
|
|
OTC interest rate swaps
|
|
|
|
|
|
|
4,043
|
|
|
|
|
|
|
|
4,043
|
|
OTC credit default swaps on corporate issues buy protection
|
|
|
|
|
|
|
10,557
|
|
|
|
|
|
|
|
10,557
|
|
OTC credit default swaps on credit indices buy protection
|
|
|
|
|
|
|
1,161,295
|
|
|
|
|
|
|
|
1,161,295
|
|
Centrally cleared credit default swaps on credit indices buy protection
|
|
|
|
|
|
|
514,912
|
|
|
|
|
|
|
|
514,912
|
|
Total
|
|
$
|
405,973
|
|
|
$
|
2,525,590
|
|
|
|
|
|
|
$
|
2,931,563
|
|
|
See Schedule of Investments for additional detailed categorizations.
|
|
Values include any premiums paid or received with respect to swap contracts.
|
*
|
Values is less than $1.
|
(b) Repurchase agreements.
The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an
agreed-upon price and time, thereby determining the yield during the Funds holding period. When entering into repurchase agreements, it is the Funds policy that its custodian or a third party custodian, acting on the Funds behalf,
take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity
exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use
the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the
seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Inflation-indexed bonds.
Inflation-indexed bonds are fixed-income securities whose principal value or interest rate is periodically
adjusted according to the rate of inflation. As the index measuring inflation changes, the principal value or interest rate of inflation-indexed bonds will be adjusted accordingly. Inflation adjustments to the principal amount of inflation-indexed
bonds are reflected as an increase or decrease to investment income on the Statement of Operations. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed
bonds.
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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49
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Notes to financial statements (contd)
For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
(d) Forward foreign currency contracts.
The
Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward
foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an
unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between
the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Forward foreign currency contracts involve
elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also
arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(e) Loan participations.
The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The
Funds investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms
of the loan agreement related to the loan, or any rights of off-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the
borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any off-set between the lender and the borrower.
(f) Unfunded loan commitments.
The Fund may
enter into certain credit agreements where all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrowers discretion. The commitments are disclosed in the accompanying Schedule of Investments. At
December 31, 2013, the Fund had sufficient cash and/or securities to cover these commitments.
(g) Written options.
When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value
of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the premium received is recorded as a realized gain. When a written call option is exercised, the difference between the premium
received plus the option exercise price and the Funds basis in the underlying security (in the case of a covered written call option), or the cost to purchase
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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the underlying security (in the case of an uncovered written call option), including brokerage commission, is recognized as a realized gain or loss. When a written put option is exercised, the
amount of the premium received is subtracted from the cost of the security purchased by the Fund from the exercise of the written put option to form the Funds basis in the underlying security purchased. The writer or buyer of an option traded
on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.
The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases
and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing an uncovered call option is that the Fund is
exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(h) Futures contracts.
The Fund uses futures
contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a
specified price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or cash equivalents with a broker in an
amount equal to a certain percentage of the contract amount. This is known as the initial margin and subsequent payments (variation margin) are made or received by the Fund each day, depending on the
daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. Futures contracts are valued daily at
the settlement price established by the board of trade or exchange on which they are traded. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or
loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial
statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(i) Swap agreements.
The Fund invests in
swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately
negotiated in the over-the-counter market (OTC Swaps) or may be executed on a registered exchange (Centrally Cleared Swaps). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.
Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of
Centrally Cleared Swaps, if
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51
|
Notes to financial statements (contd)
any, is recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. Gains or losses are realized upon termination of the swap agreement. Collateral, in
the form of restricted cash or securities, may be required to be held in segregated accounts with the Funds custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the
Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying
instruments, failure of the counterparties to perform under the contracts terms, and the possible lack of liquidity with respect to the swap agreements.
OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized
over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.
The Funds maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of December 31,
2013, the Fund did not hold any credit default swaps to sell protection.
For average notional amounts of swaps held during the year ended
December 31, 2013, see Note 4.
Credit default swaps
The Fund enters into credit default swap (CDS) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another
party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall
or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or
short position with respect to the likelihood of a particular issuers default. As a seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit
event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a
credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of
protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an
amount up to the notional value of the swap if a credit event occurs.
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market
perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into
the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default or other
credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Notes to Financial
Statements and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the
quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.
The Funds maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of
collateral by the counterparty to the Fund to cover the Funds exposure to the counterparty). As the protection seller, the Funds maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit
risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.
Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks
involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there
will be unfavorable changes in net interest rates.
Interest rate swaps
The Fund enter into interest rate swap contracts to manage its exposure to interest rate risk. Interest rate swaps are agreements between two parties to exchange
cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, or receive a fixed rate and pay a floating rate, on a notional principal amount. Interest rate swaps are marked-to-market daily
based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference
between the original cost and the settlement amount of the closing transaction.
The risks of interest rate swaps include changes in market conditions
that will affect the value of the contract or changes in the present value of the future cash flow streams and the possible inability of the counterparty to fulfill its obligations under the agreement. The Funds maximum risk of loss from
counterparty credit risk is the discounted net value of the
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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53
|
Notes to financial statements (contd)
cash flows to be received from the counterparty over the contracts remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the
counterparty to the Fund to cover the Funds exposure to the counterparty.
(j)
Foreign currency translation.
Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates
on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such
transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments
from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net
unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions
as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(k) Stripped securities.
The Fund may invest
in Stripped Securities, a term used collectively for components, or strips, of fixed income securities. Stripped securities can be principal only securities (PO), which are debt obligations that have been stripped
of unmatured interest coupons, or interest only securities (IO), which are unmatured interest coupons that have been stripped from debt obligations. The market value of Stripped Securities will fluctuate in response to changes in
economic conditions, rates of pre-payment, interest rates and the markets perception of the securities. However, fluctuations in response to interest rates may be greater in Stripped Securities than for debt obligations of comparable
maturities that pay interest currently. The amount of fluctuation may increase with a longer period of maturity.
The yield to maturity on IOs is
sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than
anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs.
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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(l) Securities traded on a to-be-announced
basis.
The Fund may trade securities on a to-be-announced (TBA) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the
issuer and for which specific information, such as the face amount, maturity date and underlying pool of investments in U.S. government agency mortgage pass-through securities, is not announced. Securities purchased on a TBA basis are not settled
until they are delivered to the Fund. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the
TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.
(m) Mortgage dollar rolls.
The Fund may enter
into mortgage dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities
to settle on a specified future date.
The Fund executes its mortgage dollar rolls entirely in the TBA market, whereby the Fund makes a forward
commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date. The Fund accounts for mortgage dollar rolls as purchases and sales.
The risk of entering into mortgage dollar rolls is that the market value of the securities the Fund is obligated to repurchase under the agreement may
decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Funds use of the proceeds of the mortgage dollar roll may be restricted pending a
determination by the counterparty, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities.
(n) Credit and market risk.
Investments in securities that are collateralized by residential real estate mortgages are subject to certain
credit and liquidity risks. When market conditions result in an increase in default rates of the underlying mortgages and the foreclosure values of underlying real estate properties are materially below the outstanding amount of these underlying
mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. Such market conditions may significantly impair the value and liquidity of these investments and may result in a lack of correlation
between their credit ratings and values.
The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market
risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Funds investments in securities rated below investment grade typically involve risks not associated with
higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic
or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Funds
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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|
55
|
Notes to financial statements (contd)
investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(o) Foreign investment risks.
The Funds
investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies,
changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions,
expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(p) Counterparty risk and credit-risk-related contingent features of derivative
instruments.
The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may
invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise
fails to meet its contractual obligations. The Funds investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of
its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such
counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit
related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Funds net assets or NAV over a specified period of time. If these credit related contingent features were
triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
Collateral requirements
differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearing house for exchange traded derivatives while collateral terms are contract specific for over-the-counter traded derivatives. Cash collateral
that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the
Schedule of Investments.
Absent an event of default by the counterparty or a termination of the agreement, the terms of the master agreements do not
result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary
by jurisdiction.
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Western Asset Total Return Unconstrained Fund 2013 Annual Report
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As of December 31, 2013, the Fund held forward foreign currency contracts, OTC credit default swaps and OTC
interest rate swaps with credit related contingent features which had a liability position of $2,010,678. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its
derivatives counterparties. As of December 31, 2013, the Fund had posted with its counterparties cash and/or securities as collateral to cover the net liability of these derivatives amounting to $1,100,000, which could be used to reduce the
required payment.
(q) Security transactions and investment income.
Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is
determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued
up to the date of default or credit event.
(r) Distributions to
shareholders.
Distributions from net investment income of the Fund are declared each business day to shareholders of record, and are paid monthly. Distributions of net realized gains, if any, are
declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(s) Share class accounting.
Investment
income, common expenses and realized/unrealized gains (losses) on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that share
class.
(t) Compensating balance arrangements.
The Fund has an arrangement with its custodian bank whereby a portion of the custodians fees is paid indirectly by credits earned on the Funds cash on deposit with the bank.
(u) Federal and other taxes.
It is the
Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the Code), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its
taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Funds financial statements.
Management has analyzed the Funds tax positions taken on income tax returns for all open tax years and has concluded that as of December 31, 2013, no
provision for income tax is required in the Funds financial statements. The Funds federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to
examination by the Internal Revenue Service and state departments of revenue.
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57
|
Notes to financial statements (contd)
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(v) Reclassification.
GAAP
requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. During the current year, the
following reclassifications have been made:
|
|
|
|
|
|
|
|
|
|
|
Undistributed Net
Investment Income
|
|
|
Accumulated Net
Realized Loss
|
|
(a)
|
|
$
|
290,559
|
|
|
$
|
(290,559)
|
|
(a)
|
Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, losses from mortgage backed securities treated
as capital losses for tax purposes and book/tax differences in the treatment of swap contracts.
|
2. Investment
management agreement and other transactions with affiliates
The Fund has an investment management agreement with Legg Mason Partners Fund Advisor,
LLC (LMPFA). Western Asset Management Company (Western Asset) is the investment adviser. Western Asset Management Company Limited (Western Asset Limited), Western Asset Management Company Pte. Ltd. (Western
Singapore) and Western Asset Management Company Ltd (Western Japan) share advisory responsibilities with Western Asset. LMPFA, Western Asset, Western Asset Limited, Western Singapore and Western Japan are wholly-owned subsidiaries
of Legg Mason, Inc. (Legg Mason).
LMPFA provides the Fund with management and administrative services for which the Fund pays a fee
calculated daily and paid monthly, at an annual rate of 0.75% of the Funds average daily net assets.
The investment manager has agreed to waive
fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses) so that total operating expenses are not expected to exceed 1.25%, 2.00% 1.20%, 1.50%, 0.95%
and 0.85% for Class A, Class C, Class FI, Class R, Class I and Class IS shares, respectively. These arrangements cannot be terminated prior to December 31, 2015, without the Board of Directors consent. Prior to May 1, 2012,
the investment manager agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses) so that total operating expenses did not exceed 1.05%,
0.80% and 0.80% for Class FI, Class I and Class IS shares, respectively.
As a result of voluntary expense limitation arrangements, the ratio of expenses
other than interest, brokerage commissions, taxes, extraordinary expenses and deferred organizational expenses, to average net assets of Class FI, Class I and Class IS shares did not exceed 1.15%, 0.90% and 0.85%, respectively. These arrangements
are expected to continue until April 30, 2014, but may be terminated at any time by the investment manager.
During the year ended December 31,
2013, fees waived and/or expenses reimbursed amounted to $107,701.
|
|
|
58
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
The investment manager is permitted to recapture amounts waived or reimbursed to a class within two years after the
fiscal year in which the investment manager earned the fee or incurred the expense if the class total annual operating expenses have fallen to a level below the limits described above. In no case will the investment manager recapture any
amount that would result, on any particular business day of the Fund, in the class total annual expenses exceeding this limit or any other lower limit then in effect.
Pursuant to these arrangements, at December 31, 2013, the Fund had remaining fee waivers and/or expense reimbursements subject to recapture by LMPFA and respective dates of expiration as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
Class C
|
|
|
Class FI
|
|
|
Class R
|
|
|
Class I
|
|
|
Class IS
|
|
Expires December 31, 2014
|
|
|
|
|
|
|
|
|
|
$
|
48,152
|
|
|
$
|
4
|
|
|
$
|
74,034
|
|
|
$
|
33,346
|
|
Expires December 31, 2015
|
|
$
|
2
|
|
|
$
|
1,160
|
|
|
|
67,783
|
|
|
|
16
|
|
|
|
31,908
|
|
|
|
6,832
|
|
Fees waived/expense reimbursements subject to recapture
|
|
$
|
2
|
|
|
$
|
1,160
|
|
|
$
|
115,935
|
|
|
$
|
20
|
|
|
$
|
105,942
|
|
|
$
|
40,178
|
|
For the year ended December 31, 2013, LMPFA recaptured $81, $49, $117, $1 and $33,477 for Class A, Class C, Class FI,
Class R and Class IS shares, respectively.
Legg Mason Investor Services, LLC (LMIS), a wholly-owned broker-dealer subsidiary of Legg Mason,
serves as the Funds sale and exclusive distributor.
There is a maximum initial sales charge of 4.25% for Class A shares. Class C shares have
a 1.00% contingent deferred sales charge (CDSC), which applies if redemption occurs within 12 months from purchase payment. In certain cases, Class A shares have a 1.00% CDSC, which applies if redemption occurs within 18 months from
purchase payment. This CDSC only applies to those purchases of Class A shares, which, when combined with current holdings of other shares of funds sold by LMIS, equal or exceed $1,000,000 in the aggregate. These purchases do not incur an
initial sales charge
For the year ended December 31, 2013, LMIS and its affiliates retained sales charges of $2,371 on sales the Funds
Class A shares. In addition, for the year ended December 31, 2013, CDSCs paid to LMIS and its affiliates were $313 for Class C shares.
All
officers of the Corporation are employees of Legg Mason or its affiliates and do not receive compensation from the Corporation.
As of December 31,
2013, Legg Mason and its affiliates owned 22% of the Fund.
3. Investments
During the year ended December 31, 2013, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S
Government & Agency Obligations were as follows:
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
U.S. Government & Agency Obligations
|
|
Purchases
|
|
$
|
322,619,769
|
|
|
$
|
749,842,187
|
|
Sales
|
|
|
114,109,608
|
|
|
|
697,924,276
|
|
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
59
|
Notes to financial statements (contd)
At December 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes
were as follows:
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
13,583,260
|
|
Gross unrealized depreciation
|
|
|
(18,587,423)
|
|
Net unrealized depreciation
|
|
$
|
(5,004,163)
|
|
At December 31, 2013, the Fund had the following open futures contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Contracts
|
|
|
Expiration
Date
|
|
|
Basis
Value
|
|
|
Market
Value
|
|
|
Unrealized
Gain (Loss)
|
|
Contracts to Buy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Ultra Long-Term Bonds
|
|
|
184
|
|
|
|
3/14
|
|
|
$
|
24,015,473
|
|
|
$
|
23,609,500
|
|
|
$
|
(405,973)
|
|
Contracts to Sell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
German Euro Bund
|
|
|
46
|
|
|
|
3/14
|
|
|
|
8,936,920
|
|
|
|
8,806,980
|
|
|
|
129,940
|
|
U.S. Treasury 2-Year Notes
|
|
|
73
|
|
|
|
3/14
|
|
|
|
16,078,591
|
|
|
|
16,046,312
|
|
|
|
32,279
|
|
U.S. Treasury 5-Year Notes
|
|
|
324
|
|
|
|
3/14
|
|
|
|
39,225,728
|
|
|
|
38,657,250
|
|
|
|
568,478
|
|
U.S. Treasury 10-Year Notes
|
|
|
1,144
|
|
|
|
3/14
|
|
|
|
143,283,509
|
|
|
|
140,765,625
|
|
|
|
2,517,884
|
|
U.S. Treasury Ultra Long-Term Bonds
|
|
|
28
|
|
|
|
3/14
|
|
|
|
3,890,807
|
|
|
|
3,815,000
|
|
|
|
75,807
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,324,388
|
|
Net unrealized gain on open futures contracts
|
|
|
|
|
|
|
|
|
|
|
$
|
2,918,415
|
|
During the year ended December 31, 2013, written option transactions for the Fund were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of Contracts/
Notional Amount
|
|
|
Premiums
|
|
Written options, outstanding as of December 31, 2012
|
|
|
|
|
|
|
|
|
Options written
|
|
|
14,441,920
|
|
|
$
|
886,497
|
|
Options closed
|
|
|
(14,441,359)
|
|
|
|
(694,149)
|
|
Options exercised
|
|
|
(126)
|
|
|
|
(25,574)
|
|
Options expired
|
|
|
(435)
|
|
|
|
(166,774)
|
|
Written options, outstanding as of December 31, 2013
|
|
|
|
|
|
|
|
|
At December 31, 2013, the Fund held TBA securities with a total cost of $17,554,859.
At December 31, 2013, the Fund had the following open forward foreign currency contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
|
|
Counterparty
|
|
Local
Currency
|
|
|
Market
Value
|
|
|
Settlement
Date
|
|
|
Unrealized
Gain (Loss)
|
|
Contracts to Buy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australian Dollar
|
|
Citibank, N.A.
|
|
|
3,450,000
|
|
|
$
|
3,071,209
|
|
|
|
2/18/14
|
|
|
$
|
(54,926)
|
|
Euro
|
|
Citibank, N.A.
|
|
|
3,009,835
|
|
|
|
4,140,552
|
|
|
|
2/18/14
|
|
|
|
100,691
|
|
Mexican Peso
|
|
Morgan Stanley & Co. Inc.
|
|
|
102,939,122
|
|
|
|
7,854,748
|
|
|
|
2/18/14
|
|
|
|
75,307
|
|
Singapore Dollar
|
|
Citibank, N.A.
|
|
|
5,940,000
|
|
|
|
4,707,044
|
|
|
|
2/18/14
|
|
|
|
(64,654)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,418
|
|
|
|
|
60
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency
|
|
Counterparty
|
|
Local
Currency
|
|
|
Market
Value
|
|
|
Settlement
Date
|
|
|
Unrealized
Gain (Loss)
|
|
Contracts to Sell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Euro
|
|
Morgan Stanley & Co. Inc.
|
|
|
2,500,000
|
|
|
$
|
3,439,210
|
|
|
|
1/27/14
|
|
|
$
|
(19,510)
|
|
Australian Dollar
|
|
Citibank, N.A.
|
|
|
3,450,000
|
|
|
|
3,071,209
|
|
|
|
2/18/14
|
|
|
|
177,794
|
|
Euro
|
|
Citibank, N.A.
|
|
|
6,000,000
|
|
|
|
8,254,044
|
|
|
|
2/18/14
|
|
|
|
(146,598)
|
|
Euro
|
|
Citibank, N.A.
|
|
|
6,800,000
|
|
|
|
9,354,583
|
|
|
|
2/18/14
|
|
|
|
(144,289)
|
|
Euro
|
|
Citibank, N.A.
|
|
|
8,001,609
|
|
|
|
11,007,605
|
|
|
|
2/18/14
|
|
|
|
(309,734)
|
|
Euro
|
|
Morgan Stanley & Co. Inc.
|
|
|
1,826,000
|
|
|
|
2,511,981
|
|
|
|
2/18/14
|
|
|
|
(78,270)
|
|
Euro
|
|
UBS AG
|
|
|
600,000
|
|
|
|
825,404
|
|
|
|
2/18/14
|
|
|
|
(16,802)
|
|
Japanese Yen
|
|
Citibank, N.A.
|
|
|
662,277,200
|
|
|
|
6,290,114
|
|
|
|
2/18/14
|
|
|
|
391,422
|
|
Japanese Yen
|
|
Credit Suisse
|
|
|
165,039,620
|
|
|
|
1,567,498
|
|
|
|
2/18/14
|
|
|
|
111,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,478)
|
|
Net unrealized gain on open forward foreign currency contracts
|
|
|
|
|
|
|
$
|
21,940
|
|
At December 31, 2013, the Fund held the following open swap contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC INTEREST RATE SWAPS
|
|
Swap Counterparty
|
|
Notional
Amount
|
|
|
Termination
Date
|
|
|
Payments
Made By
The Fund
|
|
Payments
Received By
The Fund
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Depreciation
|
|
Credit Suisse
|
|
$
|
50,000
|
|
|
|
9/15/15
|
|
|
5.160% semi-annually
|
|
|
3-Month LIBOR
|
|
|
|
|
|
|
$
|
(4,043)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC CREDIT DEFAULT SWAPS ON CORPORATE ISSUES BUY PROTECTION
1
|
|
Swap Counterparty
(Reference Entity)
|
|
Notional
Amount
2
|
|
|
Termination
Date
|
|
|
Implied
Credit
Spread at
December 31,
2013
3
|
|
Periodic
Payments
Made By
The Fund
|
|
Market
Value
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Depreciation
|
|
Credit Suisse (AmerisourceBergen Corp., 5.875%, due 9/15/15)
|
|
$
|
50,000
|
|
|
|
9/20/15
|
|
|
0.09%
|
|
0.900% quarterly
|
|
$
|
(700)
|
|
|
|
|
|
|
$
|
(700)
|
|
Goldman Sachs Group Inc. (Citigroup Inc., 6.125%, due 5/15/18)
|
|
|
1,000,000
|
|
|
|
3/20/14
|
|
|
0.20%
|
|
4.700% quarterly
|
|
|
(9,857)
|
|
|
|
|
|
|
|
(9,857)
|
|
Total
|
|
$
|
1,050,000
|
|
|
|
|
|
|
|
|
|
|
$
|
(10,557)
|
|
|
|
|
|
|
$
|
(10,557)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTC CREDIT DEFAULT SWAPS ON CREDIT INDICES BUY PROTECTION
1
|
|
Swap Counterparty
(Reference Entity)
|
|
Notional
Amount
2
|
|
|
Termination
Date
|
|
|
Periodic
Payments
Made By
The Fund
|
|
Market
Value
4
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Depreciation
|
|
Barclays Capital Inc. (MARKIT CDX.NA.HY.18 Index)
|
|
$
|
5,544,000
|
|
|
|
6/20/17
|
|
|
5.000% quarterly
|
|
$
|
(537,459)
|
|
|
$
|
86,625
|
|
|
$
|
(624,084)
|
|
Goldman Sachs Group Inc. (MARKIT CDX.NA.HY.18 Index)
|
|
|
6,435,000
|
|
|
|
6/20/17
|
|
|
5.000% quarterly
|
|
|
(623,836)
|
|
|
|
(107,527)
|
|
|
|
(516,309)
|
|
Total
|
|
$
|
11,979,000
|
|
|
|
|
|
|
|
|
$
|
(1,161,295)
|
|
|
$
|
(20,902)
|
|
|
$
|
(1,140,393)
|
|
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
61
|
Notes to financial statements (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CENTRALLY CLEARED CREDIT DEFAULT SWAPS ON CREDIT INDICES BUY PROTECTION
1
|
|
Swap Counterparty
(Reference Entity)
|
|
Notional
Amount
2
|
|
|
Termination
Date
|
|
|
Periodic
Payments
Made By
The Fund
|
|
Market
Value
4
|
|
|
Upfront
Premiums
Paid
(Received)
|
|
|
Unrealized
Depreciation
|
|
Barclays Capital Inc. (Markit CDX.NA.HY.21 Index)
|
|
$
|
13,100,000
|
|
|
|
12/20/18
|
|
|
5.000% quarterly
|
|
$
|
(1,116,772)
|
|
|
$
|
(844,288)
|
|
|
$
|
(272,484)
|
|
BNP Paribas
(Markit CDX.NA.HY.21 Index)
|
|
|
11,000,000
|
|
|
|
12/20/18
|
|
|
5.000% quarterly
|
|
|
(937,748)
|
|
|
|
(695,320)
|
|
|
|
(242,428)
|
|
Total
|
|
$
|
24,100,000
|
|
|
|
|
|
|
|
|
$
|
(2,054,520)
|
|
|
$
|
(1,539,608)
|
|
|
$
|
(514,912)
|
|
1
|
If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either
(i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or the underlying securities comprising the referenced index or (ii) receive a net settlement amount in the
form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or the underlying securities comprising the referenced index.
|
2
|
The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event
occurs as defined under the terms of that particular swap agreement.
|
3
|
Implied credit spreads, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country
as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of
buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default
or other credit event occurring as defined under the terms of the agreement. A credit spread identified as Defaulted indicates a credit event has occurred for the referenced entity or obligation.
|
4
|
The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the
current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement be closed/sold as of the period end. Decreasing market values
(sell protection) or increasing market values (buy protection) when compared to the notional amount of the swap, represent a deterioration of the referenced entitys credit soundness and a greater likelihood or risk of default or other credit
event occurring as defined under the terms of the agreement.
|
|
Percentage shown is an annual percentage rate.
|
4. Derivative instruments and hedging activities
GAAP requires enhanced disclosure about an entitys derivative and hedging activities.
Below is a table, grouped
by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET
DERIVATIVES
1
|
|
|
|
Interest Rate
Risk
|
|
|
Foreign Exchange
Risk
|
|
|
Total
|
|
Purchased options
2
|
|
|
|
|
|
$
|
65,327
|
|
|
$
|
65,327
|
|
Futures contracts
3
|
|
$
|
3,324,388
|
|
|
|
|
|
|
|
3,324,388
|
|
Forward foreign currency contracts
|
|
|
|
|
|
|
856,723
|
|
|
|
856,723
|
|
Total
|
|
$
|
3,324,388
|
|
|
$
|
922,050
|
|
|
$
|
4,246,438
|
|
|
|
|
62
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITY
DERIVATIVES
1
|
|
|
|
Interest Rate
Risk
|
|
|
Foreign Exchange
Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Futures contracts
3
|
|
$
|
405,973
|
|
|
|
|
|
|
|
|
|
|
$
|
405,973
|
|
OTC swap contracts
4
|
|
|
4,043
|
|
|
|
|
|
|
$
|
1,171,852
|
|
|
|
1,175,895
|
|
Centrally cleared swap contracts
5
|
|
|
|
|
|
|
|
|
|
|
514,912
|
|
|
|
514,912
|
|
Forward foreign currency contracts
|
|
|
|
|
|
$
|
834,783
|
|
|
|
|
|
|
|
834,783
|
|
Total
|
|
$
|
410,016
|
|
|
$
|
834,783
|
|
|
$
|
1,686,764
|
|
|
$
|
2,931,563
|
|
1
|
Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is
payables/net unrealized appreciation (depreciation).
|
2
|
Market value of purchased options is reported in Investments at value in the Statement of Assets and Liabilities.
|
3
|
Includes cumulative appreciation (depreciation) of futures contracts as reported in the footnotes. Only variation margin is reported within the receivables
and/or payables on the Statement of Assets and Liabilities.
|
4
|
Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities.
|
5
|
Includes cumulative appreciation (depreciation) of centrally cleared swap contracts as reported in the footnotes. Only variation margin is reported within the
receivables and/or payables on the Statement of Assets and Liabilities.
|
The following tables provide information about the effect of
derivatives and hedging activities on the Funds Statement of Operations for the year ended December 31, 2013. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the
period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Funds derivatives and hedging activities during the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest Rate
Risk
|
|
|
Foreign Exchange
Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Purchased options
1
|
|
$
|
(419,135)
|
|
|
$
|
(65,927)
|
|
|
|
|
|
|
$
|
(485,062)
|
|
Written options
|
|
|
344,710
|
|
|
|
148,732
|
|
|
|
|
|
|
|
493,442
|
|
Futures contracts
|
|
|
4,851,697
|
|
|
|
|
|
|
|
|
|
|
|
4,851,697
|
|
Swap contracts
|
|
|
(3,912)
|
|
|
|
|
|
|
$
|
(807,585)
|
|
|
|
(811,497)
|
|
Forward foreign currency contracts
|
|
|
|
|
|
|
618,960
|
|
|
|
|
|
|
|
618,960
|
|
Total
|
|
$
|
4,773,360
|
|
|
$
|
701,765
|
|
|
$
|
(807,585)
|
|
|
$
|
4,667,540
|
|
1
|
Net realized gain (loss) from purchased options is reported in net realized gain (loss) from investment transactions in the Statement of Operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED
|
|
|
|
Interest Rate
Risk
|
|
|
Foreign Exchange
Risk
|
|
|
Credit
Risk
|
|
|
Total
|
|
Purchased options
1
|
|
$
|
31,814
|
|
|
$
|
(130,354)
|
|
|
|
|
|
|
$
|
(98,540)
|
|
Futures contracts
|
|
|
2,585,737
|
|
|
|
|
|
|
|
|
|
|
|
2,585,737
|
|
Swap contracts
|
|
|
3,781
|
|
|
|
|
|
|
$
|
(1,466,094)
|
|
|
|
(1,462,313)
|
|
Forward foreign currency contracts
|
|
|
|
|
|
|
(334,449)
|
|
|
|
|
|
|
|
(334,449)
|
|
Total
|
|
$
|
2,621,332
|
|
|
$
|
(464,803)
|
|
|
$
|
(1,466,094)
|
|
|
$
|
690,435
|
|
1
|
The change in unrealized appreciation (depreciation) from purchased options is reported in the change in net unrealized appreciation (depreciation) from
investments in the Statement of Operations.
|
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
63
|
Notes to financial statements (contd)
During the year ended December 31, 2013, the volume of derivative activity for the Fund was as follows:
|
|
|
|
|
|
|
Average Market
Value
|
|
Purchased options
|
|
$
|
145,254
|
|
Written options
|
|
|
56,725
|
|
Futures contracts (to buy)
|
|
|
41,206,897
|
|
Futures contracts (to sell)
|
|
|
190,566,335
|
|
Forward foreign currency contracts (to buy)
|
|
|
17,430,183
|
|
Forward foreign currency contracts (to sell)
|
|
|
28,770,800
|
|
|
|
|
|
|
|
|
Average Notional
Balance
|
|
Interest rate swap contracts
|
|
$
|
80,769
|
|
Credit default swap contracts (to buy protection)
|
|
|
18,027,787
|
|
Credit default swap contracts (to sell protection)
|
|
|
57,923
|
|
|
At December, 31, 2013, there were no open positions held in this derivative.
|
The following table presents by financial instrument, the Funds derivative assets net of the related collateral held by the Fund at December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Derivative
Assets in the Statement of
Assets and Liabilities
1
|
|
|
Collateral Received
|
|
|
Net Amount
|
|
Purchased options
2
|
|
$
|
65,327
|
|
|
|
|
|
|
$
|
65,327
|
|
Futures contracts
3
|
|
|
292,443
|
|
|
|
|
|
|
|
292,443
|
|
Forward foreign currency contracts
|
|
|
856,723
|
|
|
|
|
|
|
|
856,723
|
|
Total
|
|
$
|
1,214,493
|
|
|
|
|
|
|
$
|
1,214,493
|
|
The following table presents by financial instrument, the Funds derivative liabilities net of the related collateral pledged
by the Fund at December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Derivative
Liabilities in the Statement
of Assets and Liabilities
1
|
|
|
Collateral
Pledged
4,5
|
|
|
Net Amount
|
|
OTC swap contracts
|
|
$
|
1,175,895
|
|
|
$
|
(1,100,000)
|
|
|
$
|
75,895
|
|
Centrally cleared swap contracts
3
|
|
|
68,581
|
|
|
|
(68,581)
|
|
|
|
|
|
Forward foreign currency contracts
|
|
|
834,783
|
|
|
|
|
|
|
|
834,783
|
|
Total
|
|
$
|
2,079,259
|
|
|
$
|
(1,168,581)
|
|
|
$
|
910,678
|
|
1
|
Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.
|
2
|
Market value of purchased options is shown in Investments at value in the Statement of Asset and Liabilities.
|
3
|
Amount represents the current days variation margin as reported in the Statement of Assets and Liabilities. It differs from the cumulative appreciation
(depreciation) presented in the previous table.
|
4
|
Gross amounts not offset in the Statement of Assets and Liabilities.
|
5
|
In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization.
|
|
|
|
64
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
5. Class specific expenses, waivers and/or expense reimbursements
The Fund has adopted a Rule 12b-1 distribution plan and under that plan the Fund pays a service and/or distribution fee with respect to its Class A, Class C,
Class FI and Class R shares calculated at the annual rate of 0.25%, 1.00%, 0.25% and 0.50% of the average daily net assets of each class, respectively. Service and distribution fees are accrued daily and paid monthly.
The Rule 12b-1 plan for Class FI shares provides for payments of distribution and service fees to LMIS at an annual rate of up to 0.40% of the class average
daily net assets, subject to the authority of the Board of Directors to set a lower amount. The Board of Directors has currently approved payments under the plan of 0.25% of the average daily net assets of Class FI Shares.
For the year ended December 31, 2013, class specific expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
Service and/or
Distribution Fees
|
|
|
Transfer Agent
Fees
|
|
Class A
|
|
$
|
27,129
|
|
|
$
|
12,199
|
|
Class C
|
|
|
24,432
|
|
|
|
5,646
|
|
Class FI
|
|
|
384,508
|
|
|
|
184,063
|
|
Class R
|
|
|
51
|
|
|
|
39
|
|
Class I
|
|
|
|
|
|
|
140,073
|
|
Class IS
|
|
|
|
|
|
|
7,151
|
|
Total
|
|
$
|
436,120
|
|
|
$
|
349,171
|
|
For the year ended December 31, 2013, waivers and/or expense reimbursements by class were as follows:
|
|
|
|
|
|
|
Waivers/Expense
Reimbursements
|
|
Class A
|
|
$
|
2
|
|
Class C
|
|
|
1,160
|
|
Class FI
|
|
|
67,783
|
|
Class R
|
|
|
16
|
|
Class I
|
|
|
31,908
|
|
Class IS
|
|
|
6,832
|
|
Total
|
|
$
|
107,701
|
|
6. Distributions to shareholders by class
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2013
|
|
|
Year Ended
December 31, 2012
|
|
Net Investment Income:
|
|
|
|
|
|
Class A
|
|
$
|
215,813
|
|
|
$
|
5,372
|
|
Class C
|
|
|
27,218
|
|
|
|
294
|
|
Class FI
|
|
|
2,842,175
|
|
|
|
988,270
|
|
Class R
|
|
|
145
|
|
|
|
110
|
|
Class I
|
|
|
3,885,672
|
|
|
|
2,968,032
|
|
Class IS
|
|
|
4,690,195
|
|
|
|
4,974,905
|
|
Total
|
|
$
|
11,661,218
|
|
|
$
|
8,936,983
|
|
|
For the period April 30, 2012 (commencement of operations) to December 31, 2012.
|
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
65
|
Notes to financial statements (contd)
7. Capital shares
At December 31, 2013, the Corporation had 37.2 billion shares of capital stock authorized with a par value of $0.001 per share. Transactions in shares of each
class were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2013
|
|
|
Year Ended
December 31, 2012
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
2,401,533
|
|
|
$
|
25,456,502
|
|
|
|
240,690
|
|
|
$
|
2,558,203
|
|
Shares issued on reinvestment
|
|
|
18,636
|
|
|
|
197,126
|
|
|
|
274
|
|
|
|
2,921
|
|
Shares repurchased
|
|
|
(490,485)
|
|
|
|
(5,193,987)
|
|
|
|
(1,717)
|
|
|
|
(18,271)
|
|
Net increase
|
|
|
1,929,684
|
|
|
$
|
20,459,641
|
|
|
|
239,247
|
|
|
$
|
2,542,853
|
|
|
|
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
525,853
|
|
|
$
|
5,580,759
|
|
|
|
13,266
|
|
|
$
|
140,666
|
|
Shares issued on reinvestment
|
|
|
2,550
|
|
|
|
26,963
|
|
|
|
28
|
|
|
|
294
|
|
Shares repurchased
|
|
|
(72,756)
|
|
|
|
(768,006)
|
|
|
|
|
|
|
|
|
|
Net increase
|
|
|
455,647
|
|
|
$
|
4,839,716
|
|
|
|
13,294
|
|
|
$
|
140,960
|
|
|
|
|
|
|
Class FI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
12,653,057
|
|
|
$
|
133,777,036
|
|
|
|
11,015,186
|
|
|
$
|
115,219,389
|
|
Shares issued on reinvestment
|
|
|
268,336
|
|
|
|
2,841,243
|
|
|
|
93,460
|
|
|
|
987,727
|
|
Shares repurchased
|
|
|
(3,503,483)
|
|
|
|
(37,167,296)
|
|
|
|
(902,889)
|
|
|
|
(9,529,043)
|
|
Net increase
|
|
|
9,417,910
|
|
|
$
|
99,450,983
|
|
|
|
10,205,757
|
|
|
$
|
106,678,073
|
|
|
|
|
|
|
Class R
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
|
|
|
|
|
|
|
|
966
|
|
|
$
|
10,000
|
|
Shares issued on reinvestment
|
|
|
13
|
|
|
$
|
145
|
|
|
|
11
|
|
|
|
110
|
|
Net increase
|
|
|
13
|
|
|
$
|
145
|
|
|
|
977
|
|
|
$
|
10,110
|
|
|
|
|
|
|
Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
16,136,897
|
|
|
$
|
171,199,442
|
|
|
|
7,466,323
|
|
|
$
|
78,651,918
|
|
Shares issued on reinvestment
|
|
|
330,039
|
|
|
|
3,499,546
|
|
|
|
226,307
|
|
|
|
2,366,042
|
|
Shares repurchased
|
|
|
(8,524,796)
|
|
|
|
(90,688,371)
|
|
|
|
(3,266,895)
|
|
|
|
(33,989,453)
|
|
Net increase
|
|
|
7,942,140
|
|
|
$
|
84,010,617
|
|
|
|
4,425,735
|
|
|
$
|
47,028,507
|
|
|
|
|
|
|
Class IS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares sold
|
|
|
5,282,376
|
|
|
$
|
56,158,099
|
|
|
|
3,491,433
|
|
|
$
|
36,376,417
|
|
Shares issued on reinvestment
|
|
|
438,557
|
|
|
|
4,648,447
|
|
|
|
475,460
|
|
|
|
4,958,584
|
|
Shares repurchased
|
|
|
(1,660,265)
|
|
|
|
(17,625,534)
|
|
|
|
(3,164,299)
|
|
|
|
(33,030,449)
|
|
Net increase
|
|
|
4,060,668
|
|
|
$
|
43,181,012
|
|
|
|
802,594
|
|
|
$
|
8,304,552
|
|
|
For the period April 30, 2012 (commencement of operations) to December 31, 2012.
|
8. Income tax information and distributions to shareholders
Subsequent to the fiscal year end,
the Fund has made the following distributions per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
Payable Date
|
|
Class A
|
|
|
Class C
|
|
|
Class FI
|
|
|
Class R
|
|
|
Class I
|
|
|
Class IS
|
|
Daily
1/31/2014
|
|
$
|
0.018601
|
|
|
$
|
0.010338
|
|
|
$
|
0.018244
|
|
|
$
|
0.014784
|
|
|
$
|
0.020571
|
|
|
$
|
0.021204
|
|
|
|
|
66
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
The tax character of distributions paid during the fiscal years ended December 31, were as follows:
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
|
2012
|
|
Distributions Paid From:
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$
|
11,661,218
|
|
|
$
|
8,936,983
|
|
As of December 31, 2013, the components of accumulated earnings on a tax basis were as follows:
|
|
|
|
|
Undistributed ordinary income net
|
|
$
|
1,499,116
|
|
Deferred Capital Losses*
|
|
|
(11,502,384)
|
|
Capital loss carryforward**
|
|
|
(17,446,492)
|
|
Other book/tax temporary differences
(a)
|
|
|
(3,386,918)
|
|
Unrealized appreciation (depreciation)
(b)
|
|
|
(3,819,861)
|
|
Total accumulated earnings (losses) net
|
|
$
|
(34,656,539)
|
|
*
|
These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year
in the same character as they were originally deferred and will be available to offset future capital gains. These losses must be utilized before any of the funds capital loss carryforward may be utilized.
|
**
|
As of December 31, 2013, the Fund had the following net capital loss carryforward remaining:
|
|
|
|
|
|
Year of Expiration
|
|
Amount
|
|
12/31/2016
|
|
$
|
(1,073,088
|
)
|
12/31/2017
|
|
|
(13,463,088
|
)
|
12/31/2018
|
|
|
(2,910,316
|
)
|
|
|
$
|
(17,446,492
|
)
|
These amounts will be available to offset any future taxable capital gains.
(a)
|
Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains
on certain futures and foreign currency contracts, book/tax difference in the accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses.
|
(b)
|
The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.
|
9. Recent accounting pronouncement
The Fund has adopted the disclosure provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update 2011-11 (ASU 2011-11),
Balance Sheet (Topic 210)
Disclosures about Offsetting Assets and Liabilities
along with the related scope clarification provisions of FASB Accounting Standards Update 2013-01 (ASU 2013-01) entitled
Balance Sheet (Topic 210) Clarifying the Scope of
Disclosures about Offsetting Assets and Liabilities
. ASU 2011-11 is intended to enhance disclosures on the offsetting of financial assets and liabilities by requiring entities to disclose both gross and net information about financial
instruments and transactions that are either offset in the statement of assets and liabilities or subject to a master netting agreement or similar arrangement. ASU 2013-01 limits the scope of ASU 2011-11s disclosure requirements on
offsetting to financial assets and financial liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions.
|
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
|
67
|
Report of independent registered public accounting firm
To the Board of Directors of Western Asset Funds, Inc. and to the
Shareholders of Western Asset Total Return Unconstrained Fund:
In our opinion, the accompanying statement of assets and liabilities, including the
schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Western Asset Total Return Unconstrained Fund (one of the
funds comprising Western Asset Funds, Inc., the Fund) at December 31, 2013, the results of its operations, the changes in its net assets and the financial highlights for each of the periods presented, in conformity with accounting
principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management; our responsibility
is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at
December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 20, 2014
|
|
|
68
|
|
Western Asset Total Return Unconstrained Fund 2013 Annual Report
|
Board approval of management and subadvisory agreements
(unaudited)
The Executive and Contracts Committee of the Board of Directors considered the Investment Management Agreement between the Corporation and LMPFA with respect to the
Fund and the Investment Advisory Agreements between LMPFA and Western Asset Management Company (Western Asset), Western Asset Management Company Limited in London (WAML), Western Asset Management Company Pte. Ltd. in
Singapore (Western Singapore) and Western Asset Management Company Ltd in Japan (Western Japan, and together with Western Singapore and WAML the Non-U.S. Advisers and together with Western Asset, the
Advisers) (collectively, the Agreements) with respect to the Fund at meetings held on September 17, 2013 and October 22 and 30, 2013. At a meeting held on November 19, 2013, the Executive and Contracts Committee reported to
the full Board of Directors its considerations and recommendation with respect to the Agreements, and the Board of Directors, including a majority of the Independent Directors, considered and approved renewal of the Agreements.
The Directors noted that although Western Assets business is operated through separate legal entities, such as the Non-U.S. Advisers, its business is highly
integrated and senior investment personnel at Western Asset have supervisory oversight responsibility over the investment decisions made by the Non-U.S. Advisers. Therefore, in connection with their deliberations noted below, the Directors primarily
focused on the information provided by Western Asset when considering the approval of the Investment Advisory Agreements between LMPFA and the Non-U.S. Advisers with respect to the Fund. The Directors also noted that the Fund does not pay any
management fees directly to Western Asset or to any of the Non-U.S. Advisers because LMPFA pays the Advisers for services provided to the Fund out of the management fee LMPFA receives from the Fund.
In arriving at their decision to renew the Agreements, the Directors met with representatives of Western Asset, including relevant investment advisory personnel, as
well as representatives of LMPFA; reviewed a variety of information prepared by LMPFA and Western Asset and materials provided by Lipper Inc. (Lipper) and counsel to the Independent Directors; reviewed performance and expense information
for the Funds peer group of comparable funds selected and prepared by Lipper and for certain other comparable products available from Western Asset, including separate accounts managed by Western Asset; and requested and reviewed additional
information as necessary. These reviews were in addition to information obtained by the Directors at their regular quarterly meetings with respect to the Funds performance and other relevant matters, and related discussions with Western
Assets personnel.
As part of their review, the Directors examined LMPFAs ability to provide high quality oversight and administrative and
shareholder support services to the Fund, and the Advisers ability to provide high quality investment management services to the Fund. The Directors considered the experience of LMPFAs personnel in providing the types of services that
LMPFA is responsible for providing to the Fund; the ability of LMPFA to attract and retain capable personnel; the capability and integrity of LMPFAs senior management and staff;
|
|
|
Western Asset Total Return Unconstrained Fund
|
|
69
|
Board approval of management and subadvisory agreements
(unaudited)
(contd)
and the level of skill required to provide such services to the Fund. The Directors considered the investment philosophy and research and decision-making processes of the Advisers; the experience
of their key advisory personnel responsible for management of the Fund; the ability of the Advisers to attract and retain capable research and advisory personnel; the capability and integrity of the Advisers senior management and staff; and
the level of skill required to manage the Fund. In addition, the Directors reviewed the quality of LMPFAs and the Advisers services with respect to regulatory compliance and compliance with the investment policies of the Fund and
conditions that might affect LMPFAs or an Advisers ability to provide high quality services to the Fund in the future under the Agreements, including its business reputation, financial condition and operational stability. Based on the
foregoing, the Directors concluded that the Advisers investment process, research capabilities and philosophy were well suited to the Fund given the Funds investment objectives and policies, and that LMPFA and each of the Advisers would
be able to meet any reasonably foreseeable obligations under the Agreements.
In reviewing the quality of the services provided to the Fund, the
Directors also reviewed comparisons of the performance of the Fund to the performance of its peer group, and to its investment benchmark over the one-, three- and five-year periods ended August 31, 2013. In that connection, the Directors noted that
the performance of the Fund was higher than its peer average for each period. With respect to the Fund, the Directors considered the factors involved in its performance relative to the performance of its investment benchmark and peer group, noting
that the multi-sector income funds are an evolving asset classification and that the Funds unique characteristics made comparisons to its investment benchmark and peer group more difficult.
The Directors also considered the management fee payable by the Fund to LMPFA, the total expenses payable by the Fund and the fact that LMPFA pays to the Advisers
the entire management fee it receives from the Fund. They reviewed information concerning management fees paid to investment advisers of similarly-managed funds, as well as fees paid by the Advisers other clients, including separate accounts
managed by the Advisers. The Directors observed that the management fee paid by the Fund to LMPFA was lower than the average of the fees paid by funds in its peer group and total expenses for the Fund were lower than the average of the funds in its
peer group. The Directors noted that the management fee paid by the Fund was generally higher than the fees paid by other clients of the Advisers for accounts with similar investment strategies, but that the administrative and operational
responsibilities for the Advisers with respect to the Fund were also relatively higher. In light of this difference, the Directors concluded that the management fee paid by the Fund relative to the fees paid by the Advisers other clients was
reasonable.
The Directors further evaluated the benefits of the advisory relationship to LMPFA and the Advisers, including, among others, the
profitability of the relationship to LMPFA and the Advisers; the direct and indirect benefits that LMPFA and each Adviser may receive from its relationship with the Fund, including any fallout benefits, such as reputational value
|
|
|
70
|
|
Western Asset Total Return Unconstrained Fund
|
derived from serving as investment manager or adviser to the Fund; and the affiliations between LMPFA, the Advisers and certain service providers for the Fund. In that connection, the Directors
concluded that LMPFA and each Advisers profitability was consistent with levels of profitability that had been determined by courts not to be excessive. The Directors noted that Western Asset does not have soft dollar arrangements.
Finally, the Directors considered, in light of the profitability information provided by LMPFA and Western Asset, the extent to which economies of scale would be
realized by the Advisers as the assets of the Fund grow. The Directors determined that the lack of breakpoints was appropriate and that the management fee structure for the Fund is reasonable.
In their deliberations with respect to these matters, the Independent Directors were advised by their independent counsel, who is independent of LMPFA and the Advisers within the meaning of Securities and Exchange
Commission rules regarding the independence of counsel. The Independent Directors weighed each of the foregoing matters in light of the advice given to them by their independent counsel as to the law applicable to the review of investment advisory
contracts. In arriving at a decision, the Directors, including the Independent Directors, did not identify any single matter as all-important or controlling, and the foregoing summary does not detail all the matters considered. The Directors judged
the terms and conditions of the Agreements, including the investment advisory fees, in light of all of the surrounding circumstances.
Based upon their
review, the Directors, including all of the Independent Directors, determined, in the exercise of their business judgment, that they were generally satisfied with the quality of services being provided by LMPFA and the Advisers, but they would
continue to closely monitor the performance of LMPFA and the Advisers; that the fees to be paid to the Advisers and LMPFA under the relevant Agreements were fair and reasonable, given the scope and quality of the services rendered by the Advisers
and LMPFA; and that approval of the Agreements was in the best interest of the Fund and its shareholders.
|
|
|
Western Asset Total Return Unconstrained Fund
|
|
71
|
Additional information
(unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Total Return Unconstrained Fund (the Fund) are conducted by management under the
supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Kenneth D. Fuller, Legg Mason, 100 International Drive, 11
th
Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.
The Statement of Additional Information includes additional information about Directors and is available, without charge, upon request by calling the
Fund at
1-877-721-1926.
|
|
|
Independent
Directors
|
|
|
Robert Abeles, Jr.
|
|
|
Year of birth
|
|
1945
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 2013
|
Principal occupations during the past five years
|
|
Senior Vice President, Finance and Chief Financial Officer (since 2009) of University of Southern
California; Director, Hanmi Financial Corporation and Hanmi Bank (2008-2009).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
None
|
|
|
Ronald J. Arnault
|
|
|
Year of birth
|
|
1943
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 1997
|
Principal occupations during the past five years
|
|
Retired.
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
None
|
|
|
Anita L. DeFrantz
|
|
|
Year of birth
|
|
1952
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 1998
|
Principal occupations during the past five years
|
|
President (since 1987) and Director (since 1990) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); Director of Kids in Sports (since
1994); Vice President, International Rowing Federation (since 1995); Member of the International Olympic Committee (since 1986).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
OBN Holdings, Inc. (film, television and media company)
|
|
|
|
72
|
|
Western Asset Total Return Unconstrained Fund
|
|
|
|
Independent Directors
contd
|
|
|
Avedick B. Poladian
|
|
|
Year of birth
|
|
1951
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 2007
|
Principal occupations during the past five years
|
|
Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc. (real estate and hospitality firm) (since 2002); Partner, Arthur
Andersen, LLP (1974 to 2002).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
Occidental Petroleum Corporation and
Public Storage
|
|
|
William E. B. Siart
|
|
|
Year of birth
|
|
1946
|
Position(s) held with Fund
|
|
Director and Chairman
|
Term of office and length of time served
1
|
|
Served since 1997
|
Principal occupations during the past five years
|
|
Trustee of The Getty Trust (since 2005); Chairman of Walt Disney Concert Hall, Inc. (1998 to 2006); Chairman of Excellent Education Development (since
2000).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
None
|
|
|
Jaynie Miller Studenmund
|
|
|
Year of birth
|
|
1954
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 2004
|
Principal occupations during the past five years
|
|
Director of Orbitz Worldwide, Inc. (since 2007) (online travel company); Director of Pinnacle Entertainment, Inc. (since 2012) (gaming and hospitality
company); Director of Core Logic, Inc. (since 2012) (information, analytics and business services). Formerly: Director of MarketTools, Inc. (2010 to 2012) (market research software provider); Director of eHarmony, Inc. (2005 to 2011) (online dating
company).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
Orbitz Worldwide (global on-line travel company)
|
|
|
|
Interested Director
|
|
|
Ronald L. Olson
4
|
|
|
Year of birth
|
|
1941
|
Position(s) held with Fund
|
|
Director
|
Term of office and length of time served
1
|
|
Served since 2005
|
Principal occupations during the past five years
|
|
Senior Partner of Munger, Tolles & Olson LLP (a law partnership) (1968-present).
|
Number of portfolios in fund complex overseen
2
|
|
13
|
Other directorships held during the past five years
|
|
Edison International, City National Corporation (financial services company), The Washington Post Company, and Berkshire Hathaway,
Inc.
|
|
|
|
Western Asset Total Return Unconstrained Fund
|
|
73
|
Additional information
(unaudited)
(contd)
Information about Directors and Officers
|
|
|
Officers
5
|
|
|
Kenneth D.
Fuller
3
|
|
|
Year of birth
|
|
1958
|
Position(s) with Fund
|
|
President and Chief Executive Officer
|
Term of office and length of time served
1
|
|
Since 2013
|
Principal occupation(s) during past five years
|
|
Managing Director of Legg Mason & Co., LLC (Legg Mason & Co.) (since 2013); Officer
and/or Trustee/Director of 167 funds associated with Legg Mason Partners Fund Advisor, LLC (LMPFA) or its affiliates (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (LMAS) and Legg Mason Fund
Asset Management, Inc. (LMFAM) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg
Mason & Co. (2009 to 2012); formerly, Vice President Equity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to
2009)
|
|
|
Richard F. Sennett
Legg Mason
100 International Drive, 7
th
Floor, Baltimore, MD 21202
|
|
|
Year of birth
|
|
1970
|
Position(s) with Fund
|
|
Principal Financial Officer and Treasurer
|
Term of office and length of time served
1
|
|
Since 2011 and since 2013
|
Principal occupation(s) during past five years
|
|
Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013);
Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SECs Division of Investment Management
(2007 to 2011); formerly, Assistant Chief Accountant within the SECs Division of Investment Management (2002 to 2007)
|
|
|
Todd F. Kuehl
Legg
Mason
100 International Drive, 9
th
Floor, Baltimore, MD
21202
|
|
|
Year of birth
|
|
1969
|
Position(s) held with Fund
|
|
Chief Compliance Officer
|
Term of office and length of time served
1
|
|
Served since 2007
|
Principal occupations during the past five years
|
|
Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its
affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to
2006)
|
|
|
|
74
|
|
Western Asset Total Return Unconstrained Fund
|
|
|
|
Officers
5
contd
|
|
|
Robert I. Frenkel
Legg Mason
100 First Stamford Place, 6
th
Floor, Stamford, CT 06902
|
|
|
Year of birth
|
|
1954
|
Position(s) held with Fund
|
|
Secretary and Chief Legal Officer
|
Term of office and length of time served
1
|
|
Served since 2009
|
Principal occupations during the past five years
|
|
Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason
& Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to
2006).
|
|
Directors who are not interested persons of the Fund within the meaning of section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940
Act).
|
1
|
Each officer holds office until his or her respective successor is chosen and
qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Each of the Directors of the Fund holds office until his or her successor shall have been duly elected and shall qualify,
subject to prior death, resignation, retirement, disqualification or removed from office and applicable law and the rules of the New York Stock Exchange.
|
2
|
Mr. Abeles, Jr. became a Director effective May 22, 2013. In addition to overseeing
the eleven portfolios of the Corporation, each Director also serves as a Trustee of Western Asset Premier Bond Fund and as a Director of Western Asset Income Fund, Inc.
(closed-end
investment companies), which
are considered part of the same Fund Complex as the Fund.
|
3
|
Each officer of the Fund is an interested person (as defined above) of the Fund.
|
4
|
Mr. Olson is an interested person (as defined above) of the Fund because his law firm has provided legal services to WAM.
|
5
|
Mr. Fuller became President and Chief Executive Officer effective May 22, 2013. R. Jay Gerken retired as a Director and President and Chief Executive Officer
effective May 22, 2013.
|
|
|
|
Western Asset Total Return Unconstrained Fund
|
|
75
|
Important tax information
(unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended December 31, 2013:
|
|
|
Record date:
|
|
Monthly
|
Payable date:
|
|
January 2013 - December 2013
|
Interest from Federal Obligations
|
|
9.07%
|
The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from
state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.
Please retain this information for your records.
|
|
|
76
|
|
Western Asset Total Return Unconstrained Fund
|
Western Asset
Total Return Unconstrained Fund
Directors
William E. B. Siart,
Chairman
Robert Abeles*
Ronald J. Arnault
Anita L. DeFrantz
Ronald L. Olson
Avedick B. Poladian
Jaynie M. Studenmund
Investment manager
Legg Mason Partners Fund
Advisor, LLC
Investment advisers
Western Asset Management Company
Western Asset Management Company Limited
Western Asset Management Company Ltd
Western Asset Management
Company Pte. Ltd.
Transfer agent
Boston Financial Data Services, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
Custodian
State Street Bank and Trust Company
Independent registered public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Counsel
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
*
|
Effective May 22, 2013, Mr. Abeles became a Director.
|
Western Asset Total Return Unconstrained Fund
The Fund is a separate investment series of Western Asset Funds, Inc.
Western Asset Total Return Unconstrained Fund
Legg Mason Funds
620 Eighth Avenue, 49
th
Floor
New York, NY 10018
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The Funds
Forms N-Q
are available on the SECs website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the SECs Public Reference Room in Washington, D.C., and information on the
operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
To obtain information on Form N-Q, shareholders
can call the Fund at
1-877-721-1926.
Information on how the Fund voted proxies relating to portfolio securities during the prior
12-month
period ended June 30th of each year and a description of the policies and
procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at
1-877-721-1926,
(2) on the Funds website at www.leggmason.com/individualinvestors and (3) on the SECs website at www.sec.gov.
This report is submitted for the general information of the shareholders of Western Asset Total Return Unconstrained Fund. This report is
not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by a current prospectus.
Investors should
consider the Funds investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the Fund. Please read the prospectus carefully before investing.
www.leggmason.com/individualinvestors
© 2014 Legg Mason Investor Services, LLC
Member FINRA, SIPC
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and data protection practices with respect to
nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or
sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
|
|
Personal information included on applications or other forms;
|
|
|
Account balances, transactions, and mutual fund holdings and positions;
|
|
|
Online account access user IDs, passwords, security challenge question responses; and
|
|
|
Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individuals total debt,
payment history, etc.).
|
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial
institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have
authorized or as permitted or required by law. The Funds may disclose information about you to:
|
|
Employees, agents, and affiliates on a need to know basis to enable the Funds to conduct ordinary business or comply with obligations to government
regulators;
|
|
|
Service providers, including the Funds affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or
processing or servicing your account with us) or otherwise perform services on the Funds behalf, including companies that may perform marketing services solely for the Funds;
|
|
|
The Funds representatives such as legal counsel, accountants and auditors; and
|
|
|
Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
|
|
NOT PART OF THE ANNUAL REPORT
|
Legg Mason Funds Privacy and Security Notice (contd)
Except as otherwise permitted by applicable law, companies acting on the Funds
behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by
applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your
nonpublic personal information to third parties. While it is the Funds practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy
changes.
The Funds Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds internal data security policies restrict access to your nonpublic
personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive
to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your
nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify
you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to
you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds privacy practices, write the Funds using the
contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds website at www.leggmason.com, or contact the Fund at 1-877-721-1926.
Revised April 2011
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NOT PART OF THE ANNUAL REPORT
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Western Asset Management Company
Legg Mason, Inc. Subsidiaries
www.leggmason.com/individualinvestors
©2014 Legg Mason Investor Services, LLC Member FINRA, SIPC
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