UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22334

 

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

George P. Hoyt.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

 

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2020

 

 

 

 


ITEM 1.

REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.

 


LOGO

 

Annual Report   October 31, 2020

WESTERN ASSET

GLOBAL CORPORATE DEFINED OPPORTUNITY FUND INC. (GDO)

 

 

 

Beginning in or after April 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you invest through a financial intermediary and you already elected to receive shareholder reports electronically (“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already elected e-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at 1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.

 

LOGO

 

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


What’s inside      
Letter from the chairman     III  
Fund overview     1  
Fund at a glance     7  
Schedule of investments     8  
Statement of assets and liabilities     28  
Statement of operations     29  
Statements of changes in net assets     30  
Statement of cash flows     31  
Financial highlights     32  
Notes to financial statements     34  
Report of independent registered public accounting firm     49  
Additional shareholder information     50  
Additional information     51  
Annual chief executive officer and principal financial officer certifications     57  
Other shareholder communications regarding accounting matters     58  
Summary of information regarding the Fund     59  
Dividend reinvestment plan     78  
Important tax information     80  

 

Fund objectives

The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities.

 

II    Western Asset Global Corporate Defined Opportunity Fund Inc.


Letter from the chairman

 

LOGO

 

Dear Shareholder,

We are pleased to provide the annual report of Western Asset Global Corporate Defined Opportunity Fund Inc. for the twelve-month reporting period ended October 31, 2020. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

Special shareholder notice

On July 31, 2020, Franklin Resources, Inc. (“Franklin Resources”) acquired Legg Mason, Inc. (“Legg Mason”) in an all-cash transaction. As a result of the transaction, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and the subadvisers became indirect, wholly-owned subsidiaries of Franklin Resources. Under the Investment Company Act of 1940, as amended, consummation of the transaction automatically terminated the management and subadvisory agreements that were in place for the Fund prior to the transaction. The Fund’s manager and subadvisers continue to provide uninterrupted services with respect to the Fund pursuant to new management and subadvisory agreements that were approved by Fund shareholders.

Franklin Resources, whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. As of October 31, 2020, after giving effect to the transaction described above, Franklin Templeton’s asset management operations had aggregate assets under management of approximately $1.4 trillion. As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:

 

 

Fund prices and performance,

 

 

Market insights and commentaries from our portfolio managers, and

 

 

A host of educational resources.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   III


Letter from the chairman

 

 

We look forward to helping you meet your financial goals.

Sincerely,

 

LOGO

Jane Trust, CFA

Chairman, President and Chief Executive Officer

November 30, 2020

 

IV    Western Asset Global Corporate Defined Opportunity Fund Inc.


Fund overview

 

Q. What is the Fund’s investment strategy?

A. The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed income securities of varying maturities. Under normal market conditions, the Fund will invest at least 40% of its managed assets in fixed income securities of foreign issuers organized or having a principal place of business outside the United States, including in emerging market countries. In addition, the Fund may invest up to 35% of its managed assets in fixed income securities of below investment grade quality. Below investment grade fixed income securities are commonly known as “high yield” or “junk” bonds.

Under normal market conditions, the Fund expects to maintain, on an ongoing basis, a dollar-weighted average credit quality of portfolio holdings of investment grade quality. When choosing investments, Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, focuses on corporate securities that exhibit pricing inefficiencies, improving credit conditions that offer income opportunities and the potential for high real yields.

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

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

A. Fixed income markets, in general, posted mixed results over the twelve-month reporting period ended October 31, 2020. Most spread sectors (non-Treasuries) lagged equal durationi Treasuries amid periods of heightened volatility. This was driven by a number of factors, including extreme risk aversion as the COVID-19 pandemic escalated, sharply falling global growth, aggressive monetary policy accommodation from the Federal Reserve Board (the “Fed”)ii, ongoing trade conflicts and a number of geopolitical issues.

Both short- and long-term U.S. Treasury yields moved sharply lower during the reporting period. The yield for the two-year Treasury note began the reporting period at 1.52% and rose as high as 1.68% on November 7 and 8, 2019. The low for the period of 0.11% occurred several times toward the end of July 2020, the beginning of August 2020, and the end of September 2020, and ended the period at 0.14%. The yield for the ten-year Treasury

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   1


Fund overview (cont’d)

 

began the reporting period at 1.69% and moved as high as 1.94% on November 8, 2019. The low of 0.52% occurred on August 4, 2020 and ended the period at 0.88%.

All told, the Bloomberg Barclays U.S. Aggregate Indexiii, returned 6.19% for the twelve months ended October 31, 2020. For comparison purposes, riskier fixed income securities, including high-yield bond and emerging market debt, produced weaker results. Over the fiscal year, the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Indexiv and the JPMorgan Emerging Markets Bond Index Globalv returned 3.42% and 1.97%, respectively.

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

A. There were several adjustments made to the Fund during the reporting period. We reduced the Fund’s duration as rates moved lower. From a regional perspective, we reduced the Fund’s allocations to emerging markets (“EM”) and higher-quality bank loans. Our premise was EM does not have the public health infrastructure, nor the will to suppress the virus and, therefore, sovereign and credit spreads would take longer to recover in developing markets. The Fund’s secured higher-quality bank loan exposure outperformed during the market’s downturn and we saw more attractive valuations elsewhere. We also pared the Fund’s allocation to investment-grade corporate bonds. Conversely, we added to the Fund’s high-yield corporate bond exposure. We also initialed several “reopening trades,” adding several positions that were selling at discounted prices due to the pandemic that we felt would outperform when the economy reopened. In particular, we targeted specific issuers in areas such as Airlines, Aircraft Leasing, Hotels, and Autos that we felt had the ability to either improve their liquidity and/or manage their current liquidity well. From a quality prospective, we increased the Fund’s allocation to securities rated BB and pared its exposure to securities rated BBB.

During the reporting period, we employed currency forwards to manage the Fund’s currency exposures. These forward contracts contributed to performance.

The use of leverage was tactically managed during the reporting period. We ended the period with leverage at roughly 29% of the gross assets of the Fund, versus roughly 26% at the beginning of the period. Overall, the use of leverage contributed to performance during the twelve months ended October 31, 2020 given the positive gross performance of the assets of the Fund.

Performance review

For the twelve months ended October 31, 2020, Western Asset Global Corporate Defined Opportunity Fund Inc. returned 4.27% based on its NAVvi and 2.25% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays Global Aggregate Corporate Indexvii, returned 6.44% for the same period. The Lipper Global Income Closed-End Funds Category Averageviii returned -1.38% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

2    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


During the twelve-month period, the Fund made distributions to shareholders totaling $1.21 per share of which $0.20 will be treated as a return of capital for tax purposes.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of October 31, 2020. Past performance is no guarantee of future results.

 

Performance Snapshot as of October 31, 2020  
Price Per Share  

12-Month

Total Return**

 
$17.91 (NAV)     4.27 %† 
$16.53 (Market Price)     2.25 %‡ 

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

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

† Total return assumes the reinvestment of all distributions, including returns of capital, at NAV.

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

Q. What were the leading contributors to performance?

A. The largest contributor to the Fund’s absolute performance during the reporting period was our security selection. Our overweight allocations to Charter Communications, Western Gas, Range Resources Corp., Teva Pharmaceuticals, Delta Airlines, Dish Communications Corp, and Sprint Communications Corp. were all additive for returns. Charter Communications continued to post positive fundamental performance, sending the Fund’s bonds higher. Within the Fund’s Energy allocation, natural gas focused issuers outperformed oil, and the Fund’s overweights in Western Gas and Range Resources Corp. performed well. We added significant secured and unsecured Delta Airlines positions during the market downturn, which then rallied sharply during the second half of reporting period. Dish DBS Corp. posted solid fundamental performance, generated free cash flow and deleveraged its balance sheet. Sprint completed their merger with higher rated and better-performing T-Mobile USA.

Our quality biases had a positive impact on performance. In particular, our higher-quality bias, including an allocation to investment-grade corporate bonds and a relative lack of exposure to companies rated CCC and below, were rewarded. Going into 2020, we felt many lower-rated companies had failed to de-lever over the past decade, generated little or negative free cash flow, and were poised to underperform. This positioning was beneficial, as lower-rated companies lagged their higher-rated counterparts over the reporting period.

 

*

For the tax character of distributions paid during the fiscal year ended October 31, 2020, please refer to page 47 of this report.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   3


Fund overview (cont’d)

 

Q. What were the leading detractors from performance?

A. The largest detractors from the Fund’s absolute performance during the reporting period were a handful of issuer overweight positions that were not rewarded. Within the Fund’s Energy exposure, positions in Occidental Petroleum, Chesapeake Energy (both secured and unsecured holdings) and Oasis Petroleum detracted from performance. Occidental Petroleum posted poor fundamental results and was downgraded to below investment-grade status during the reporting period. Its bond prices did improve toward the end of the period, but all told the overweight detracted from results. The high-yield market experienced dozens of bankruptcies over the period, as both demand for energy, commodity prices, and subsequently bond and loan prices of many energy issuers came under pressure. While we avoided many U.S. bankruptcies in this sector, both Chesapeake and Oasis Petroleum restructured during the pandemic. We are in the process of converting the Fund’s bond and loan positions in both of these companies to equity. While we are relatively positive on the Fund’s long-term recovery prospects for these securities, they detracted from performance during the reporting period. Elsewhere, a Consumer Discretionary position in Party City Holdings Inc., both bonds and senior secured term-loans, were negative for results. The global shutdown from COVID-19 was a significant headwind for the company, as demand for party supplies declined as consumers had to shelter in place and avoid non-essential gatherings. Against this backdrop, their bonds and loans performed poorly.

Looking for additional information?

The Fund is traded under the symbol “GDO” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available online under the symbol “XGDOX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

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

Sincerely,

Western Asset Management Company, LLC

November 19, 2020

RISKS: The Fund is a non-diversified, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objective. The Fund’s common stock is

 

4    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares of closed-end funds often trade at a discount to their net asset value. Because the Fund is non-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a number of risks, such as credit risk, inflation risk, call risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. The Fund may invest in lower-rated high-yield bonds, known as “junk bonds,” which are subject to greater credit risk (risk of default) than higher-rated obligations. The Fund’s investments in foreign securities involve risks, including the possibility of losses due to changes in currency exchange rates and negative developments in the political, social, economic or regulatory structure of specific countries or regions. These risks are magnified in emerging markets. Emerging market countries tend to have economic, political, and legal systems that are less developed and less stable than those of more developed countries. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadviser. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of October 31, 2020 were: Financials (31.1%), Communication Services (20.2%), Energy (19.9%), Industrials (14.6%), and Consumer Discretionary (12.5%). The Fund’s portfolio composition is subject to change at any time.

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

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

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   5


Fund overview (cont’d)

 

    

 

 

 

 

 

 

 

    

i 

Duration is the measure of the price sensitivity of a fixed income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

 

ii 

The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.

 

iii 

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

 

iv 

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

 

v 

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

 

vi 

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

 

vii 

The Bloomberg Barclays Global Aggregate Corporate Index is the corporate component of the Bloomberg Barclays Global Aggregate Index, which is comprised of several other Bloomberg Barclays indices that measure fixed income performance of regions around the world.

 

viii 

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended October 31, 2020, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 18 funds in the Fund’s Lipper category.

 

 

6    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

LOGO

 

The bar graph above represents the composition of the Fund’s investments as of October 31, 2020 and October 31, 2019 and does not include derivatives, such as forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 

Represents less than 0.1%.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   7


Schedule of investments

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Corporate Bonds & Notes — 115.5%                                
Communication Services — 18.4%                                

Diversified Telecommunication Services — 6.3%

                               

Altice France Holding SA, Senior Secured Notes

    10.500     5/15/27       670,000     $ 739,931  (a) 

Altice France SA, Senior Secured Notes

    7.375     5/1/26       3,280,000       3,426,780  (a) 

Altice France SA, Senior Secured Notes

    8.125     2/1/27       383,000       416,951  (a) 

CenturyLink Inc., Senior Secured Notes

    4.000     2/15/27       2,100,000       2,149,875  (a) 

Cogent Communications Group Inc., Senior Secured Notes

    5.375     3/1/22       565,000       576,873  (a) 

Frontier Communications Corp., Senior Secured Notes

    5.875     10/15/27       870,000       893,838  (a) 

Ooredoo International Finance Ltd., Senior Notes

    4.750     2/16/21       650,000       658,522  (a) 

Qwest Corp., Senior Notes

    6.750     12/1/21       2,500,000       2,627,574  

Telecom Italia Capital SA, Senior Notes

    6.000     9/30/34       420,000       489,720  

Telefonica Emisiones SA, Senior Notes

    7.045     6/20/36       2,000,000       2,876,849  

Verizon Communications Inc., Senior Notes

    5.150     9/15/23       1,200,000       1,350,198  

Verizon Communications Inc., Senior Notes

    4.329     9/21/28       500,000       600,592  

Total Diversified Telecommunication Services

 

            16,807,703  

Entertainment — 0.8%

                               

Netflix Inc., Senior Notes

    5.875     11/15/28       670,000       801,709  

Netflix Inc., Senior Notes

    6.375     5/15/29       510,000       625,387  

TWDC Enterprises 18 Corp., Senior Notes

    3.000     2/13/26       750,000       828,735  

Total Entertainment

                            2,255,831  

Media — 8.3%

                               

Bertelsmann SE & Co. KGaA, Junior Subordinated Notes (3.000% to 4/23/23 then EUR 5 year Swap Rate + 2.639%)

    3.000     4/23/75       2,000,000  EUR      2,335,151  (b)(c) 

Cable Onda SA, Senior Notes

    4.500     1/30/30       830,000       875,131  (a) 

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

    5.125     5/1/27       100,000       105,134  (a) 

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

    5.000     2/1/28       1,720,000       1,808,580  (a) 

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

    4.500     5/1/32       1,200,000       1,242,000  (a) 

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

    6.384     10/23/35       720,000       974,809  

 

See Notes to Financial Statements.

 

8    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


 

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡    Rate      Maturity
Date
     Face
Amount†
     Value  

Media — continued

                                   

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

     6.484      10/23/45        2,660,000      $ 3,595,344  

Comcast Corp., Senior Notes

     3.700      4/15/24        2,000,000        2,203,810  

DISH DBS Corp., Senior Notes

     5.875      11/15/24        960,000        967,200  

DISH DBS Corp., Senior Notes

     7.750      7/1/26        2,810,000        2,982,112  

Grupo Televisa SAB, Senior Notes

     6.625      1/15/40        1,730,000        2,280,825  

Univision Communications Inc., Senior Secured Notes

     9.500      5/1/25        910,000        989,625  (a) 

UPC Holding BV, Senior Secured Notes

     5.500      1/15/28        630,000        651,656  (a) 

Virgin Media Secured Finance PLC, Senior Secured Notes

     5.500      8/15/26        1,020,000        1,063,070  (a) 

Total Media

                                22,074,447  

Wireless Telecommunication Services — 3.0%

                                   

America Movil SAB de CV, Senior Notes

     6.125      3/30/40        650,000        927,290  

CSC Holdings LLC, Senior Notes

     6.500      2/1/29        790,000        878,002  (a) 

Sprint Capital Corp., Senior Notes

     8.750      3/15/32        90,000        134,753  

Sprint Communications Inc., Senior Notes

     11.500      11/15/21        1,000,000        1,092,995  

Sprint Corp., Senior Notes

     7.875      9/15/23        3,410,000        3,893,794  

Vodafone Group PLC, Senior Notes

     4.375      5/30/28        1,000,000        1,183,817  

Total Wireless Telecommunication Services

                                8,110,651  

Total Communication Services

                                49,248,632  
Consumer Discretionary — 10.8%                                    

Auto Components — 1.3%

                                   

Adient Global Holdings Ltd., Senior Notes

     4.875      8/15/26        850,000        814,835  (a) 

Adient US LLC, Senior Secured Notes

     9.000      4/15/25        560,000        616,532  (a) 

American Axle & Manufacturing Inc., Senior Notes

     6.500      4/1/27        771,000        775,819  

JB Poindexter & Co. Inc., Senior Notes

     7.125      4/15/26        1,280,000        1,364,954  (a) 

Total Auto Components

                                3,572,140  

Automobiles — 1.4%

                                   

Ford Motor Co., Senior Notes

     8.500      4/21/23        710,000        784,795  

Ford Motor Co., Senior Notes

     9.000      4/22/25        1,270,000        1,498,194  

General Motors Co., Senior Notes

     5.400      10/2/23        160,000        177,076  

General Motors Co., Senior Notes

     6.125      10/1/25        220,000        257,747  

General Motors Co., Senior Notes

     6.600      4/1/36        720,000        905,845  

Total Automobiles

                                3,623,657  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   9


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Diversified Consumer Services — 0.6%

                               

Carriage Services Inc., Senior Notes

    6.625     6/1/26       1,170,000     $ 1,233,905  (a) 

Weight Watchers International Inc., Senior Notes

    8.625     12/1/25       340,000       355,088  (a) 

Total Diversified Consumer Services

                            1,588,993  

Hotels, Restaurants & Leisure — 4.9%

                               

1011778 BC ULC/New Red Finance Inc., Senior Secured Notes

    4.250     5/15/24       890,000       909,135  (a) 

1011778 BC ULC/New Red Finance Inc., Senior Secured Notes

    5.750     4/15/25       400,000       426,836  (a) 

IRB Holding Corp., Senior Secured Notes

    7.000     6/15/25       690,000       736,582  (a) 

Marston’s Issuer PLC, Secured Notes (3 mo. GBP LIBOR + 2.550%)

    2.596     7/16/35       1,768,000  GBP      1,527,829  (b)(c) 

Mitchells & Butlers Finance PLC, Secured Notes

    5.965     12/15/23       159,350  GBP      207,496  (b) 

NCL Corp. Ltd., Senior Secured Notes

    12.250     5/15/24       1,490,000       1,655,762  (a) 

NCL Corp. Ltd., Senior Secured Notes

    10.250     2/1/26       1,360,000       1,404,200  (a) 

Saga PLC, Senior Notes

    3.375     5/12/24       850,000  GBP      923,322  (b) 

Silversea Cruise Finance Ltd., Senior Secured Notes

    7.250     2/1/25       423,000       426,564  (a) 

Viking Cruises Ltd., Senior Notes

    5.875     9/15/27       100,000       78,187  (a) 

VOC Escrow Ltd., Senior Secured Notes

    5.000     2/15/28       2,030,000       1,761,401  (a) 

Wynn Macau Ltd., Senior Notes

    5.625     8/26/28       1,060,000       1,020,250  (a) 

Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., Senior Notes

    7.750     4/15/25       1,600,000       1,685,504  (a) 

Yum! Brands Inc., Senior Notes

    7.750     4/1/25       360,000       395,892  (a) 

Total Hotels, Restaurants & Leisure

                            13,158,960  

Household Durables — 0.6%

                               

Lennar Corp., Senior Notes

    5.000     6/15/27       738,000       845,010  

Newell Brands Inc., Senior Notes

    4.875     6/1/25       680,000       737,154  

Total Household Durables

                            1,582,164  

Specialty Retail — 1.5%

                               

L Brands Inc., Senior Secured Notes

    6.875     7/1/25       550,000       590,420  (a) 

Party City Holdings Inc., Senior Secured Notes (6 mo. USD LIBOR + 5.000%)

    5.750     7/15/25       217,650       153,443  (a)(c) 

PetSmart Inc., Senior Secured Notes

    5.875     6/1/25       2,970,000       3,041,740  (a) 

Sally Holdings LLC/Sally Capital Inc., Senior Notes

    5.500     11/1/23       160,000       160,100  

Total Specialty Retail

                            3,945,703  

 

See Notes to Financial Statements.

 

10    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


 

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Textiles, Apparel & Luxury Goods — 0.5%

                               

CBR Fashion Finance BV, Senior Secured Notes

    5.125     10/1/22       450,000  EUR    $ 469,247  (b) 

Hanesbrands Inc., Senior Notes

    4.875     5/15/26       880,000       947,100  (a) 

Total Textiles, Apparel & Luxury Goods

                            1,416,347  

Total Consumer Discretionary

                            28,887,964  
Consumer Staples — 4.3%                                

Beverages — 1.2%

                               

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

    4.700     2/1/36       940,000       1,156,225  

Anheuser-Busch InBev Worldwide Inc., Senior Notes

    4.000     4/13/28       1,690,000       1,947,921  

Anheuser-Busch InBev Worldwide Inc., Senior Notes

    4.750     1/23/29       60,000       72,711  

Total Beverages

                            3,176,857  

Food & Staples Retailing — 0.6%

                               

Tesco PLC, Senior Notes

    6.125     2/24/22       1,200,000  GBP      1,660,762  

Food Products — 1.6%

                               

Kraft Heinz Foods Co., Senior Notes

    3.950     7/15/25       207,000       223,981  

Kraft Heinz Foods Co., Senior Notes

    3.875     5/15/27       1,050,000       1,112,301  (a) 

Kraft Heinz Foods Co., Senior Notes

    4.250     3/1/31       180,000       195,650  (a) 

Kraft Heinz Foods Co., Senior Notes

    5.200     7/15/45       400,000       443,762  

Kraft Heinz Foods Co., Senior Notes

    5.500     6/1/50       550,000       629,483  (a) 

Pilgrim’s Pride Corp., Senior Notes

    5.875     9/30/27       1,520,000       1,607,598  (a) 

Total Food Products

                            4,212,775  

Tobacco — 0.9%

                               

BAT International Finance PLC, Senior Notes

    4.875     2/24/21       1,450,000  EUR      1,714,661  (b) 

Reynolds American Inc., Senior Notes

    5.850     8/15/45       540,000       660,822  

Total Tobacco

                            2,375,483  

Total Consumer Staples

                            11,425,877  
Energy — 19.3%                                

Oil, Gas & Consumable Fuels — 19.3%

                               

Berry Petroleum Co. LLC, Senior Notes

    7.000     2/15/26       60,000       41,079  (a) 

Blue Racer Midstream LLC/Blue Racer Finance Corp., Senior Notes

    6.125     11/15/22       80,000       77,978  (a) 

Continental Resources Inc., Senior Notes

    3.800     6/1/24       1,360,000       1,269,050  

Continental Resources Inc., Senior Notes

    4.375     1/15/28       640,000       577,146  

Diamondback Energy Inc., Senior Notes

    3.500     12/1/29       1,120,000       1,115,832  

Ecopetrol SA, Senior Notes

    5.875     5/28/45       3,000,000       3,275,850  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   11


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

EQM Midstream Partners LP, Senior Notes

    6.000     7/1/25       400,000     $ 410,500  (a) 

EQT Corp., Senior Notes

    3.000     10/1/22       1,590,000       1,590,477  

EQT Corp., Senior Notes

    3.900     10/1/27       1,300,000       1,250,853  

EQT Corp., Senior Notes

    5.000     1/15/29       1,220,000       1,220,000  (d) 

KazMunayGas National Co. JSC, Senior Notes

    4.750     4/19/27       2,130,000       2,405,260  (a) 

Lukoil International Finance BV, Senior Notes

    6.656     6/7/22       1,110,000       1,199,078  (b) 

Lukoil International Finance BV, Senior Notes

    4.750     11/2/26       1,970,000       2,203,652  (a) 

MEG Energy Corp., Secured Notes

    6.500     1/15/25       740,000       720,227  (a) 

MEG Energy Corp., Senior Notes

    7.000     3/31/24       516,000       491,490  (a) 

Montage Resources Corp., Senior Notes

    8.875     7/15/23       1,140,000       1,158,525  

NGPL PipeCo LLC, Senior Notes

    7.768     12/15/37       800,000       992,984  (a) 

Noble Energy Inc., Senior Notes

    5.050     11/15/44       1,000,000       1,303,996  

Oasis Petroleum Inc., Senior Notes

    6.500     11/1/21       910,000       202,475  *(e) 

Oasis Petroleum Inc., Senior Notes

    6.875     3/15/22       30,000       5,955  *(e) 

Oasis Petroleum Inc., Senior Notes

    6.875     1/15/23       760,000       166,725  *(e) 

Occidental Petroleum Corp., Senior Notes

    4.400     8/15/49       1,060,000       712,188  

Petrobras Global Finance BV, Senior Notes

    5.999     1/27/28       3,240,000       3,634,033  

Petrobras Global Finance BV, Senior Notes

    5.750     2/1/29       2,800,000       3,118,948  

Petrobras Global Finance BV, Senior Notes

    6.750     1/27/41       160,000       178,302  

Range Resources Corp., Senior Notes

    5.000     3/15/23       420,000       408,280  

Range Resources Corp., Senior Notes

    4.875     5/15/25       290,000       269,700  

Range Resources Corp., Senior Notes

    9.250     2/1/26       2,545,000       2,701,517  (a) 

Rockies Express Pipeline LLC, Senior Notes

    7.500     7/15/38       330,000       348,150  (a) 

Sabine Pass Liquefaction LLC, Senior Secured Notes

    5.750     5/15/24       540,000       608,390  

Sabine Pass Liquefaction LLC, Senior Secured Notes

    5.000     3/15/27       1,940,000       2,179,625  

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

    6.500     7/15/27       430,000       451,500  

Transcontinental Gas Pipe Line Co. LLC, Senior Notes

    7.850     2/1/26       1,000,000       1,283,576  

 

See Notes to Financial Statements.

 

12    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


    

 

    

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Oil, Gas & Consumable Fuels — continued

                               

Transportadora de Gas del Peru SA, Senior Notes

    4.250     4/30/28       3,750,000     $ 4,175,887  (a) 

Transportadora de Gas del Sur SA, Senior Notes

    6.750     5/2/25       1,010,000       833,250  (a) 

Western Midstream Operating LP, Senior Notes

    5.050     2/1/30       3,655,000       3,472,250  

Western Midstream Operating LP, Senior Notes

    5.300     3/1/48       250,000       202,500  

Western Midstream Operating LP, Senior Notes

    6.250     2/1/50       2,770,000       2,549,342  

Williams Cos. Inc., Senior Notes

    3.700     1/15/23       430,000       453,186  

Williams Cos. Inc., Senior Notes

    4.550     6/24/24       540,000       595,959  

Williams Cos. Inc., Senior Notes

    7.500     1/15/31       340,000       437,775  

Williams Cos. Inc., Senior Notes

    5.750     6/24/44       450,000       521,837  

WPX Energy Inc., Senior Notes

    8.250     8/1/23       400,000       450,458  

YPF SA, Senior Notes

    8.500     7/28/25       180,000       106,200  (a) 

YPF SA, Senior Notes

    6.950     7/21/27       400,000       215,500  (a) 

Total Energy

                            51,587,485  
Financials — 30.3%                                

Banks — 20.6%

                               

Bank of America Corp., Junior Subordinated Notes (5.875% to 3/15/28 then 3 mo. USD LIBOR + 2.931%)

    5.875     3/15/28       550,000       593,158  (c)(f) 

Bank of America Corp., Junior Subordinated Notes (6.500% to 10/23/24 then 3 mo. USD LIBOR + 4.174%)

    6.500     10/23/24       170,000       190,128  (c)(f) 

Bank of America Corp., Senior Notes (3.004% to 12/20/22 then 3 mo. USD LIBOR + 0.790%)

    3.004     12/20/23       750,000       786,573  (c) 

Bank of America Corp., Subordinated Notes

    4.250     10/22/26       2,000,000       2,315,388  

Barclays Bank PLC, Subordinated Notes

    7.625     11/21/22       4,180,000       4,605,721  

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

    8.000     6/15/24       890,000       954,976  (c)(f) 

Barclays PLC, Subordinated Notes

    5.200     5/12/26       1,500,000       1,691,873  

Barclays PLC, Subordinated Notes (5.088% to 6/20/29 then 3 mo. USD LIBOR + 3.054%)

    5.088     6/20/30       680,000       775,097  (c) 

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   13


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                               

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

    5.125     1/18/33       2,000,000     $ 1,975,500  (a)(c) 

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

    7.375     8/19/25       360,000       402,100  (a)(c)(f) 

CIT Group Inc., Senior Notes

    5.000     8/15/22       110,000       116,346  

CIT Group Inc., Senior Notes

    5.250     3/7/25       400,000       447,250  

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

    5.950     5/15/25       1,100,000       1,152,534  (c)(f) 

Citigroup Inc., Junior Subordinated Notes (6.300% to 5/15/24 then 3 mo. USD LIBOR + 3.423%)

    6.300     5/15/24       500,000       519,375  (c)(f) 

Citigroup Inc., Subordinated Notes

    4.125     7/25/28       3,000,000       3,435,825  

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

    8.125     12/23/25       560,000       658,952  (a)(c)(f) 

HSBC Holdings PLC, Junior Subordinated Notes (6.375% to 3/30/25 then USD 5 year ICE Swap Rate + 4.368%)

    6.375     3/30/25       2,070,000       2,156,212  (c)(f) 

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

    6.500     3/23/28       3,620,000       3,878,160  (c)(f) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.017     6/26/24       2,180,000       2,301,808  (a) 

Intesa Sanpaolo SpA, Subordinated Notes

    5.710     1/15/26       3,550,000       3,870,504  (a) 

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

    6.000     8/1/23       4,890,000       5,016,286  (c)(f) 

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

    6.100     10/1/24       1,250,000       1,315,722  (c)(f) 

Lloyds Banking Group PLC, Subordinated Notes

    4.650     3/24/26       1,200,000       1,346,797  

Natwest Group PLC, Junior Subordinated Notes (8.625% to 8/15/21 then USD 5 year ICE Swap Rate + 7.598%)

    8.625     8/15/21       510,000       527,508  (c)(f) 

Natwest Group PLC, Subordinated Notes

    6.000     12/19/23       1,000,000       1,122,845  

Royal Bank of Canada

    2.333     12/5/23       1,800,000  CAD      1,416,141  

 

See Notes to Financial Statements.

 

14    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


 

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Banks — continued

                               

Santander UK Group Holdings PLC, Junior Subordinated Notes (7.375% to 6/24/22 then GBP 5 year Swap Rate + 5.543%)

    7.375     6/24/22       1,150,000  GBP    $ 1,547,390  (b)(c)(f) 

Santander UK PLC, Subordinated Notes

    5.000     11/7/23       394,000       431,511  (a) 

Toronto-Dominion Bank

    3.226     7/24/24       900,000  CAD      734,862  

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

    7.296     4/2/34       1,190,000       1,363,407  (a)(c) 

Wachovia Capital Trust III Ltd., Junior Subordinated Bonds (the greater of 3 mo. USD LIBOR + 0.930% or 5.570%)

    5.570     11/30/20       3,660,000       3,669,955  (c)(f) 

Wells Fargo & Co., Junior Subordinated Notes (5.875% to 6/15/25 then 3 mo. USD LIBOR + 3.990%)

    5.875     6/15/25       110,000       118,065  (c)(f) 

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

    5.900     6/15/24       2,910,000       2,944,849  (c)(f) 

Wells Fargo & Co., Senior Notes

    3.000     10/23/26       750,000       819,283  

Total Banks

                            55,202,101  

Capital Markets — 5.2%

                               

Credit Suisse Group AG, Junior Subordinated Notes (7.250% to 9/12/25 then 5 year Treasury Constant Maturity Rate + 4.332%)

    7.250     9/12/25       1,840,000       1,995,305  (a)(c)(f) 

Credit Suisse Group Funding Guernsey Ltd., Senior Notes

    4.875     5/15/45       470,000       619,067  

Goldman Sachs Group Inc., Senior Notes

    3.500     11/16/26       2,750,000       3,046,770  

Goldman Sachs Group Inc., Subordinated Notes

    4.750     10/12/21       2,700,000  EUR      3,277,217  

Goldman Sachs Group Inc., Subordinated Notes

    5.500     10/12/21       600,000  GBP      812,421  

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

    7.000     1/31/24       1,900,000       2,046,196  (a)(c)(f) 

UBS Group AG, Senior Notes

    4.253     3/23/28       1,830,000       2,117,481  (a) 

Total Capital Markets

                            13,914,457  

Diversified Financial Services — 2.8%

                               

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

    4.450     12/16/21       1,870,000       1,909,089  

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

    4.625     7/1/22       380,000       393,841  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   15


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

            Maturity      Face         
Security‡    Rate      Date      Amount†      Value  

Diversified Financial Services — continued

                                   

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

     4.625      10/15/27        990,000      $ 982,647  

GE Capital International Funding Co. Unlimited Co., Senior Notes

     3.373      11/15/25        1,250,000        1,342,166  

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

     6.500      9/15/24        2,642,437        1,777,039  (a)(g) 

International Lease Finance Corp., Senior Notes

     5.875      8/15/22        330,000        352,251  

Park Aerospace Holdings Ltd., Senior Notes

     5.500      2/15/24        600,000        620,780  (a) 

Total Diversified Financial Services

                                7,377,813  

Insurance — 1.7%

                                   

BUPA Finance PLC, Subordinated Bonds

     5.000      4/25/23        910,000  GBP       1,273,954  (b) 

Farmers Insurance Exchange, Subordinated Notes

     8.625      5/1/24        1,295,000        1,529,505  (a) 

MetLife Capital Trust IV, Junior Subordinated Notes

     7.875      12/15/37        300,000        414,410  (a) 

Scottish Widows Ltd., Subordinated Notes

     5.500      6/16/23        910,000  GBP       1,294,761  (b) 

Total Insurance

                                4,512,630  

Total Financials

                                81,007,001  
Health Care — 8.8%                                    

Biotechnology — 0.4%

                                   

AbbVie Inc., Senior Notes

     3.200      5/14/26        1,000,000        1,105,250  

Health Care Providers & Services — 3.5%

                                   

Centene Corp., Senior Notes

     4.750      1/15/25        1,140,000        1,172,775  

Centene Corp., Senior Notes

     4.250      12/15/27        410,000        432,556  

Centene Corp., Senior Notes

     4.625      12/15/29        1,090,000        1,188,133  

CVS Health Corp., Senior Notes

     4.100      3/25/25        361,000        407,238  

HCA Inc., Senior Secured Notes

     4.500      2/15/27        1,500,000        1,697,381  

HCA Inc., Senior Secured Notes

     4.125      6/15/29        800,000        908,829  

Legacy LifePoint Health LLC, Senior Secured Notes

     6.750      4/15/25        530,000        561,800  (a) 

Magellan Health Inc., Senior Notes

     4.900      9/22/24        790,000        833,450  

MPH Acquisition Holdings LLC, Senior Notes

     5.750      11/1/28        1,250,000        1,229,687  (a) 

Tenet Healthcare Corp., Senior Secured Notes

     7.500      4/1/25        730,000        787,396  (a) 

Total Health Care Providers & Services

                                9,219,245  

 

See Notes to Financial Statements.

 

16    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Pharmaceuticals — 4.9%

                               

Bausch Health Americas Inc., Senior Notes

    8.500     1/31/27       150,000     $ 164,225  (a) 

Bausch Health Cos. Inc., Senior Notes

    5.875     5/15/23       14,000       13,976  (a) 

Bausch Health Cos. Inc., Senior Notes

    6.125     4/15/25       1,390,000       1,428,572  (a) 

Bristol-Myers Squibb Co., Senior Notes

    3.900     2/20/28       2,000,000       2,350,076  

Bristol-Myers Squibb Co., Senior Notes

    3.400     7/26/29       1,220,000       1,413,735  

Teva Pharmaceutical Finance Co. BV, Senior Notes

    2.950     12/18/22       1,530,000       1,470,445  

Teva Pharmaceutical Finance IV BV, Senior Notes

    3.650     11/10/21       250,000       248,069  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    2.200     7/21/21       2,562,000       2,526,875  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    2.800     7/21/23       1,920,000       1,824,499  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    6.000     4/15/24       1,380,000       1,391,040  

Teva Pharmaceutical Finance Netherlands III BV, Senior Notes

    3.150     10/1/26       440,000       388,025  

Total Pharmaceuticals

                            13,219,537  

Total Health Care

                            23,544,032  
Industrials — 11.0%                                

Aerospace & Defense — 2.4%

                               

Boeing Co., Senior Notes

    3.250     2/1/28       2,000,000       2,003,118  

Boeing Co., Senior Notes

    3.200     3/1/29       2,965,000       2,902,855  

TransDigm Inc., Senior Secured Notes

    8.000     12/15/25       1,450,000       1,571,510  (a) 

Total Aerospace & Defense

                            6,477,483  

Airlines — 4.7%

                               

Delta Air Lines Inc., Senior Notes

    3.625     3/15/22       740,000       725,426  

Delta Air Lines Inc., Senior Notes

    3.800     4/19/23       1,650,000       1,561,458  

Delta Air Lines Inc., Senior Notes

    2.900     10/28/24       500,000       435,660  

Delta Air Lines Inc., Senior Notes

    7.375     1/15/26       410,000       424,799  

Delta Air Lines Inc., Senior Secured Notes

    7.000     5/1/25       2,490,000       2,720,013  (a) 

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

    4.750     10/20/28       540,000       552,773  (a) 

Manchester Airport Group Funding PLC, Senior Secured Notes

    4.125     4/2/24       860,000  GBP      1,183,543  (b) 

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   17


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Airlines — continued

                               

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

    6.500     6/20/27       1,480,000     $ 1,543,825  (a) 

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

    8.000     9/20/25       3,150,000       3,342,938  (a) 

Total Airlines

                            12,490,435  

Building Products — 2.0%

                               

GTL Trade Finance Inc., Senior Notes

    7.250     4/16/44       1,220,000       1,589,672  (a) 

Standard Industries Inc., Senior Notes

    5.000     2/15/27       2,775,000       2,866,922  (a) 

Standard Industries Inc., Senior Notes

    4.750     1/15/28       1,025,000       1,072,406  (a) 

Total Building Products

                            5,529,000  

Industrial Conglomerates — 0.1%

                               

General Electric Co., Junior Subordinated Notes (5.000% to 1/21/21 then 3 mo. USD LIBOR + 3.330%)

    5.000     1/21/21       350,000       284,084  (c)(f)   

Machinery — 0.4%

                               

Allison Transmission Inc., Senior Notes

    4.750     10/1/27       980,000       1,011,850  (a)   

Trading Companies & Distributors — 1.4%

 

                       

Ashtead Capital Inc., Secured Notes

    4.125     8/15/25       2,895,000       2,980,605  (a) 

United Rentals North America Inc., Secured Notes

    3.875     11/15/27       290,000       300,875  

United Rentals North America Inc., Senior Notes

    5.500     5/15/27       295,000       314,175  

United Rentals North America Inc., Senior Notes

    4.875     1/15/28       140,000       147,175  

Total Trading Companies & Distributors

                            3,742,830  

Total Industrials

                            29,535,682  
Information Technology — 2.9%                                

Communications Equipment — 0.1%

                               

CommScope Inc., Senior Notes

    8.250     3/1/27       270,000       279,788  (a)   

Semiconductors & Semiconductor Equipment — 0.4%

 

                       

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

    3.125     1/15/25       1,000,000       1,069,344  

Technology Hardware, Storage & Peripherals — 2.4%

 

                       

Dell International LLC/EMC Corp., Senior Notes

    7.125     6/15/24       440,000       456,403  (a) 

HP Inc., Senior Notes

    4.650     12/9/21       2,000,000       2,086,362  

Seagate HDD Cayman, Senior Notes

    4.750     1/1/25       2,330,000       2,564,713  

 

See Notes to Financial Statements.

 

18    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  

Technology Hardware, Storage & Peripherals — continued

 

       

Seagate HDD Cayman, Senior Notes

    4.875     6/1/27       520,000     $ 581,091  

Western Digital Corp., Senior Notes

    4.750     2/15/26       670,000       722,461  

Total Technology Hardware, Storage & Peripherals

 

            6,411,030  

Total Information Technology

                            7,760,162  
Materials — 5.1%                                

Chemicals — 0.7%

                               

Anagram International Inc./Anagram Holdings LLC, Secured Notes (5.000% Cash and 5.000% PIK)

    10.000     8/15/26       117,650       99,414  (a)(g) 

Braskem Netherlands Finance BV, Senior Notes

    4.500     1/10/28       820,000       790,702  (a) 

OCP SA, Senior Notes

    5.625     4/25/24       800,000       871,513  (a) 

Total Chemicals

                            1,761,629  

Containers & Packaging — 0.4%

                               

Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes

    6.000     2/15/25       1,140,000       1,179,615  (a)   

Metals & Mining — 3.2%

                               

ArcelorMittal SA, Senior Notes

    7.250     10/15/39       750,000       917,730  

BHP Billiton Finance USA Ltd., Senior Notes (6.750% to 10/19/25, then USD 5 year ICE Swap Rate + 5.093% to 10/19/ 45, then USD 5 year ICE Swap Rate + 5.843%)

    6.750     10/19/75       750,000       905,059  (a)(c) 

First Quantum Minerals Ltd., Senior Notes

    7.250     4/1/23       400,000       402,610  (a) 

Freeport-McMoRan Inc., Senior Notes

    5.400     11/14/34       120,000       137,625  

Freeport-McMoRan Inc., Senior Notes

    5.450     3/15/43       60,000       68,361  

Fresnillo PLC, Senior Notes

    4.250     10/2/50       1,600,000       1,632,000  (a) 

Southern Copper Corp., Senior Notes

    5.250     11/8/42       1,850,000       2,353,405  

Teck Resources Ltd., Senior Notes

    6.000     8/15/40       600,000       677,051  

Vale Overseas Ltd., Senior Notes

    6.875     11/21/36       340,000       457,336  

Vale Overseas Ltd., Senior Notes

    6.875     11/10/39       750,000       1,030,312  

Total Metals & Mining

                            8,581,489  

Paper & Forest Products — 0.8%

                               

Fibria Overseas Finance Ltd., Senior Notes

    5.250     5/12/24       760,000       831,527  

Mercer International Inc., Senior Notes

    7.375     1/15/25       920,000       937,255  

Suzano Austria GmbH, Senior Notes

    5.750     7/14/26       400,000       458,104  (a) 

Total Paper & Forest Products

                            2,226,886  

Total Materials

                            13,749,619  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   19


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Real Estate — 2.2%                                

Equity Real Estate Investment Trusts (REITs) — 2.2%

                               

CoreCivic Inc., Senior Notes

    4.750     10/15/27       1,040,000     $ 813,800  

Diversified Healthcare Trust, Senior Notes

    9.750     6/15/25       400,000       440,544  

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

    6.375     3/1/24       440,000       451,116  

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

    5.000     10/15/27       2,510,000       2,631,045  

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

    4.625     8/1/29       890,000       933,361  

Park Intermediate Holdings LLC/PK Domestic Property LLC/PK Finance Co-Issuer, Senior Secured Notes

    5.875     10/1/28       790,000       775,681  (a) 

Total Real Estate

                            6,045,547  
Utilities — 2.4%                                

Electric Utilities — 1.5%

                               

FirstEnergy Corp., Senior Notes

    7.375     11/15/31       1,930,000       2,592,422  

Pampa Energia SA, Senior Notes

    7.375     7/21/23       740,000       621,585  (b) 

Pampa Energia SA, Senior Notes

    7.500     1/24/27       1,220,000       850,188  (a) 

Total Electric Utilities

                            4,064,195  

Gas Utilities — 0.4%

                               

Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes

    5.875     3/1/27       860,000       888,487  

Independent Power and Renewable Electricity Producers — 0.5%

 

       

Minejesa Capital BV, Senior Secured Notes

    4.625     8/10/30       1,350,000       1,391,769  (a)   

Total Utilities

                            6,344,451  

Total Corporate Bonds & Notes (Cost — $279,109,517)

 

    309,136,452  
Sovereign Bonds — 8.5%                                

Argentina — 0.1%

                               

Argentine Republic Government International Bond, Senior Notes

    1.000     7/9/29       52,555       21,652  

Argentine Republic Government International Bond, Senior Notes

    0.125     7/9/30       1,010,200       372,764  

Total Argentina

                            394,416  

Brazil — 0.6%

                               

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/21       1,400,000  BRL      247,067  

 

See Notes to Financial Statements.

 

20    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
   

Face

Amount†

    Value  

Brazil — continued

                               

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/23       6,200,000  BRL     $ 1,183,821  

Brazil Notas do Tesouro Nacional Serie F, Notes

    10.000     1/1/27       529,000  BRL      103,922  

Total Brazil

                            1,534,810  

Indonesia — 2.9%

                               

Indonesia Government International Bond, Senior Notes

    4.125     1/15/25       600,000       669,496  (a) 

Indonesia Government International Bond, Senior Notes

    3.850     7/18/27       600,000       672,720  (a) 

Indonesia Government International Bond, Senior Notes

    3.500     1/11/28       3,960,000       4,334,972  (h) 

Indonesia Treasury Bond

    7.000     5/15/22       23,098,000,000  IDR      1,646,631  

Indonesia Treasury Bond, Senior Notes

    8.250     7/15/21       4,346,000,000  IDR      307,162  

Total Indonesia

                            7,630,981  

Mexico — 0.2%

                               

Mexico Government International Bond, Senior Notes

    3.750     1/11/28       600,000       650,583  

Panama — 1.2%

                               

Panama Government International Bond, Senior Notes

    3.160     1/23/30       2,500,000       2,732,838  

Panama Government International Bond, Senior Notes

    2.252     9/29/32       560,000       571,620  

Total Panama

                            3,304,458  

Peru — 0.9%

                               

Peruvian Government International Bond, Senior Notes

    2.783     1/23/31       2,150,000       2,331,138  

Poland — 1.1%

                               

Republic of Poland Government Bond

    2.500     7/25/27       10,160,000  PLN      2,851,424  

Russia — 0.7%

                               

Russian Federal Bond — OFZ

    7.000     1/25/23       42,450,000  RUB      560,576  

Russian Federal Bond — OFZ

    7.750     9/16/26       103,070,000  RUB      1,444,015  

Total Russia

                            2,004,591  

United Arab Emirates — 0.8%

                               

Abu Dhabi Government International Bond, Senior Notes

    2.125     9/30/24       2,000,000       2,092,188  (a)   

Total Sovereign Bonds (Cost — $22,102,186)

 

            22,794,589  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   21


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Senior Loans — 7.9%                                
Communication Services — 1.1%                                

Media — 1.1%

                               

Charter Communications Operating LLC, Term Loan B1 (1 mo. USD LIBOR + 1.750%)

    1.900     4/30/25       2,338,845     $ 2,293,712  (c)(i)(j) 

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

    1.900     2/1/27       744,361       726,484  (c)(i)(j) 

Total Communication Services

                            3,020,196  
Consumer Discretionary — 1.7%                                

Hotels, Restaurants & Leisure — 1.5%

                               

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

    1.899     6/22/26       4,077,239       3,875,562  (c)(i)(j)  

Specialty Retail — 0.2%

                               

PetSmart Inc., Term Loan B2 (3 mo. USD LIBOR + 3.500%)

    4.500     3/11/22       562,050       558,186  (c)(i)(j)  

Total Consumer Discretionary

                            4,433,748  
Energy — 0.6%                                

Oil, Gas & Consumable Fuels — 0.6%

                               

Chesapeake Energy Corp., Term Loan A (3 mo. USD LIBOR + 8.000%)

    9.000     6/24/24       2,010,000       1,495,776  *(c)(e)(i)(j) 
Financials — 0.4%                                

Capital Markets — 0.4%

                               

Finco I LLC, 2020 Term Loan (1 mo. USD LIBOR + 2.500%)

    2.648     6/27/25       1,133,163       1,114,926  (c)(i)(j)  
Industrials — 3.6%                                

Airlines — 3.6%

                               

Delta Air Lines Inc., Initial Term Loan (3 mo. USD LIBOR + 4.750%)

    4.964     4/29/23       5,837,869       5,829,579  (c)(i)(j)(k) 

Delta Air Lines Inc., Initial Term Loan

          10/20/27       1,050,000       1,048,360  (k) 

JetBlue Airways Corp., Term Loan (3 mo. USD LIBOR + 5.250%)

    6.250     6/17/24       1,115,875       1,113,185  (c)(i)(j) 

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

    6.250     6/20/27       1,250,000       1,274,121  (c)(i)(j) 

United Airlines Inc., Refinanced Term Loan (1 mo. USD LIBOR + 1.750%)

    1.902     4/1/24       356,066       334,066  (c)(i)(j) 

Total Industrials

                            9,599,311  

 

See Notes to Financial Statements.

 

22    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡   Rate     Maturity
Date
    Face
Amount†
    Value  
Information Technology — 0.5%                                

Technology Hardware, Storage & Peripherals — 0.5%

 

               

Dell International LLC, Refinancing Term Loan B1 (1 mo. USD LIBOR + 2.000%)

    2.750     9/19/25       1,484,962     $ 1,472,201  (c)(i)(j)  

Total Senior Loans (Cost — $21,700,149)

 

                    21,136,158  
U.S. Government & Agency Obligations — 7.4%

 

                       

U.S. Government Obligations — 7.4%

                               

U.S. Treasury Notes

    1.375     5/31/21       3,000,000       3,021,971  (h) 

U.S. Treasury Notes

    1.750     7/31/21       2,500,000       2,530,266  (h) 

U.S. Treasury Notes

    2.500     3/31/23       2,500,000       2,640,332  (h) 

U.S. Treasury Notes

    2.750     8/31/23       2,500,000       2,680,566  (h) 

U.S. Treasury Notes

    2.875     9/30/23       1,300,000       1,401,258  (h) 

U.S. Treasury Notes

    2.125     11/30/23       1,600,000       1,694,625  (h) 

U.S. Treasury Notes

    2.125     3/31/24       2,500,000       2,660,937  (h) 

U.S. Treasury Notes

    2.000     6/30/24       2,000,000       2,127,266  (h) 

U.S. Treasury Notes

    0.625     5/15/30       900,000       882,563  

Total U.S. Government & Agency Obligations (Cost — $18,729,544)

 

    19,639,784  
Convertible Bonds & Notes — 0.7%                                
Communication Services — 0.7%                                

Media — 0.7%

                               

DISH Network Corp., Senior Notes (Cost — $1,796,695)

    3.375     8/15/26       2,190,000       1,941,237  
                   Shares         
Preferred Stocks — 0.4%                                
Financials — 0.4%                                

Capital Markets — 0.4%

                               

State Street Corp. (5.900% to 3/15/24 then 3 mo. USD LIBOR + 3.108%)
(Cost — $937,278)

    5.900             37,454       1,029,985  (c)   
            Maturity
Date
    Face
Amount†
        
Collateralized Mortgage Obligations (l) — 0.1%                                

JPMorgan Mortgage Trust, 2005-A5 1A2 (Cost — $127,384)

    2.870     8/25/35       136,600       140,059  (c)   
Asset-Backed Securities — 0.0%††                                

Home Equity Asset Trust, 2004-8 M1 (1 mo. USD LIBOR + 0.870%) (Cost — $68,912)

    1.019     3/25/35       73,489       73,564  (c)   

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   23


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Security‡          Shares     Value  
Common Stocks — 0.0%††                        
Consumer Discretionary — 0.0%††                        

Specialty Retail — 0.0%††

                       

Party City Holdings Inc. (Cost — $1,424)

            22,147     $ 44,073  *(m) 

Total Investments before Short-Term Investments (Cost — $344,573,089)

 

    375,935,901  
     Rate                
Short-Term Investments — 2.3%                        

Dreyfus Government Cash Management, Institutional Shares (Cost — $6,164,169)

    0.023     6,164,169       6,164,169  

Total Investments — 142.8% (Cost — $350,737,258)

 

    382,100,070  

Liabilities in Excess of Other Assets — (42.8)%

 

    (114,485,032

Total Net Assets — 100.0%

                  $ 267,615,038  

 

See Notes to Financial Statements.

 

24    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Face amount denominated in U.S. dollars, unless otherwise noted.

 

Securities held by the Fund are subject to a lien, granted to the lender, to the extent of the borrowing outstanding and any additional expenses.

 

††

Represents less than 0.1%.

 

*

Non-income producing security.

 

(a) 

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(b) 

Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(c) 

Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above.

 

(d) 

Securities traded on a when-issued or delayed delivery basis.

 

(e) 

The coupon payment on this security is currently in default as of October 31, 2020.

 

(f) 

Security has no maturity date. The date shown represents the next call date.

 

(g) 

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

 

(h) 

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

 

(i) 

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

 

(j) 

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

 

(k) 

All or a portion of this loan is unfunded as of October 31, 2020. The interest rate for fully unfunded term loans is to be determined.

 

(l) 

Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators and may be subject to an upper and/or lower limit.

 

(m) 

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

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   25


Schedule of investments (cont’d)

October 31, 2020

 

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Abbreviation(s) used in this schedule:

BRL   — Brazilian Real
CAD   — Canadian Dollar
EUR   — Euro
GBP   — British Pound
ICE   — Intercontinental Exchange
IDR   — Indonesian Rupiah
JSC   — Joint Stock Company
LIBOR   — London Interbank Offered Rate
OFZ   — Obligatsyi Federal’novo Zaima (Russian Federal Loan Obligation)
PIK   — Payment-In-Kind
PLN   — Polish Zloty
RUB   — Russian Ruble
USD   — United States Dollar

At October 31, 2020, the Fund had the following open reverse repurchase agreements:

 

Counterparty   Rate     Effective
Date
   

Maturity

Date

  Face Amount
of Reverse
Repurchase
Agreements
    Asset Class of Collateral*    

Collateral

Value

 
Barclays Bank PLC     0.550%       10/2/2020     TBD**   $ 1,980,000       Sovereign Bonds     $ 2,189,380  
Deutsche Bank AG     0.190%       9/3/2020     12/1/2020     18,738,125       U.S. Government & Agency Obligations       18,757,221  
                        $ 20,718,125             $ 20,946,601  

 

*

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

 

**

TBD — To Be Determined; These reverse repurchase agreements have no maturity dates because they are renewed daily and can be terminated by either the Fund or the counterparty in accordance with the terms of the agreements. The rates for these agreements are variable. The rate disclosed is the rate as of October 31, 2020.

At October 31, 2020, the Fund had the following open forward foreign currency contracts:

 

Currency

Purchased

   

Currency

Sold

    Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
EUR     1,100,000     USD     1,299,947     BNP Paribas SA     1/19/21     $ (16,280)  
EUR     15,110,349     USD     17,853,064     BNP Paribas SA     1/19/21       (219,736)  
GBP     285,777     USD     369,354     Goldman Sachs Group Inc.     1/19/21       1,099  
GBP     2,939,068     USD     3,802,250     Goldman Sachs Group Inc.     1/19/21       7,663  
Total

 

              $ (227,254)  

 

Abbreviation(s) used in this table:

EUR   — Euro
GBP   — British Pound
USD   — United States Dollar

 

See Notes to Financial Statements.

 

26    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Western Asset Global Corporate Defined Opportunity Fund Inc.

 

Summary of Investments by Country* (unaudited)       
United States      58.7
United Kingdom      9.1  
Brazil      3.6  
Indonesia      2.4  
Peru      2.3  
Italy      2.1  
Israel      2.1  
Mexico      2.0  
Switzerland      1.8  
Russia      1.4  
Canada      1.4  
France      1.3  
Panama      1.1  
Ireland      1.0  
Germany      1.0  
Colombia      0.9  
Belgium      0.8  
Argentina      0.8  
Spain      0.7  
Poland      0.7  
Kazakhstan      0.6  
United Arab Emirates      0.5  
Cayman Islands      0.5  
Luxembourg      0.4  
Macau      0.3  
Australia      0.2  
Morocco      0.2  
Qatar      0.2  
Netherlands      0.2  
Zambia      0.1  
Short-Term Investments      1.6  
       100.0

 

*

As a percentage of total investments. Please note that the Fund holdings are as of October 31, 2020 and are subject to change.

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   27


Statement of assets and liabilities

October 31, 2020

 

Assets:         

Investments, at value (Cost — $350,737,258)

   $ 382,100,070  

Foreign currency, at value (Cost — $763,382)

     748,185  

Cash

     42,475  

Interest receivable

     4,472,344  

Receivable for securities sold

     633,150  

Unrealized appreciation on forward foreign currency contracts

     8,762  

Deposits with brokers for futures contracts

     11  

Prepaid expenses

     5,694  

Total Assets

     388,010,691  
Liabilities:         

Loan payable (Note 5)

     90,000,000  

Payable for open reverse repurchase agreements (Note 3)

     20,718,125  

Payable for securities purchased

     7,598,961  

Distributions payable

     1,508,781  

Investment management fee payable

     258,415  

Unrealized depreciation on forward foreign currency contracts

     236,016  

Interest expense payable

     15,500  

Directors’ fees payable

     4,541  

Accrued expenses

     55,314  

Total Liabilities

     120,395,653  
Total Net Assets    $ 267,615,038  
Net Assets:         

Par value ($0.001 par value; 14,938,426 shares issued and outstanding; 100,000,000 shares authorized)

   $ 14,938  

Paid-in capital in excess of par value

     272,811,068  

Total distributable earnings (loss)

     (5,210,968)  
Total Net Assets    $ 267,615,038  
Shares Outstanding      14,938,426  
Net Asset Value    $ 17.91  

 

See Notes to Financial Statements.

 

28    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Statement of operations

For the Year Ended October 31, 2020

 

Investment Income:         

Interest

   $ 20,472,128  

Dividends

     52,361  

Less: Foreign taxes withheld

     (34,848)  

Total Investment Income

     20,489,641  
Expenses:         

Investment management fee (Note 2)

     2,970,229  

Interest expense (Notes 3 and 5)

     1,709,876  

Legal fees

     100,305  

Transfer agent fees

     96,955  

Directors’ fees

     94,963  

Audit and tax fees

     58,088  

Fund accounting fees

     34,045  

Shareholder reports

     21,772  

Custody fees

     19,296  

Stock exchange listing fees

     14,522  

Insurance

     4,506  

Commitment fees (Note 5)

     2,611  

Miscellaneous expenses

     6,931  

Total Expenses

     5,134,099  

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

     (9,247)  

Net Expenses

     5,124,852  
Net Investment Income      15,364,789  
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):         

Net Realized Gain (Loss) From:

        

Investment transactions

     (9,326,281)  

Futures contracts

     (54,670)  

Forward foreign currency contracts

     995,441  

Foreign currency transactions

     5,528  

Net Realized Loss

     (8,379,982)  

Change in Net Unrealized Appreciation (Depreciation) From:

        

Investments

     4,229,790  

Forward foreign currency contracts

     (510,683)  

Foreign currencies

     (6,658)  

Change in Net Unrealized Appreciation (Depreciation)

     3,712,449  
Net Loss on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions      (4,667,533)  
Increase in Net Assets From Operations    $ 10,697,256  

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   29


Statements of changes in net assets

 

For the Years Ended October 31,    2020      2019  
Operations:                  

Net investment income

   $ 15,364,789      $ 14,806,272  

Net realized loss

     (8,379,982)        (7,321,182)  

Change in net unrealized appreciation (depreciation)

     3,712,449        25,888,329  

Increase in Net Assets From Operations

     10,697,256        33,373,419  
Distributions to Shareholders From (Note 1):                  

Total distributable earnings

     (15,153,634)        (10,365,786)  

Return of capital

     (2,952,592)        (7,742,148)  

Decrease in Net Assets From Distributions to Shareholders

     (18,106,226)        (18,107,934)  
Fund Share Transactions:                  

Cost of shares repurchased (2,114 and 0 shares repurchased, respectively) (Note 7)

     (26,011)         

Decrease in Net Assets From Fund Share Transactions

     (26,011)         

Increase (Decrease) in Net Assets

     (7,434,981)        15,265,485  
Net Assets:                  

Beginning of year

     275,050,019        259,784,534  

End of year

   $ 267,615,038      $ 275,050,019  

 

See Notes to Financial Statements.

 

30    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Statement of cash flows

For the Year Ended October 31, 2020

 

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

Net increase in net assets resulting from operations

   $ 10,697,256  

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

        

Purchases of portfolio securities

     (192,928,575)  

Sales of portfolio securities

     185,227,497  

Net purchases, sales and maturities of short-term investments

     (727,379)  

Net amortization of premium (accretion of discount)

     (2,242,260)  

Decrease in receivable for securities sold

     70,069  

Decrease in interest receivable

     100,600  

Decrease in prepaid expenses

     2,193  

Increase in payable for securities purchased

     3,447,502  

Increase in investment management fee payable

     3,656  

Decrease in Directors’ fees payable

     (271)  

Decrease in interest expense payable

     (217,511)  

Decrease in accrued expenses

     (8,675)  

Net realized loss on investments

     9,326,281  

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

     (3,719,107)  

Net Cash Provided in Operating Activities*

     9,031,276  
Cash Flows from Financing Activities:         

Distributions paid on common stock (net of distributions payable)

     (18,106,440)  

Proceeds from loan facility borrowings

     5,000,000  

Prepayment from loan facility borrowings

     (3,000,000)  

Increase in payable for reverse repurchase agreements

     7,483,750  

Payment for shares repurchased

     (26,011)  

Net Cash Used by Financing Activities

     (8,648,701)  
Net Increase in Cash and Restricted Cash      382,575  

Cash and restricted cash at beginning of year

     408,096  

Cash and restricted cash at end of year

   $ 790,671  

 

*

Included in operating expenses is cash of $1,927,731 paid for interest and commitment fees on borrowings.

 

 

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

 

      October 31, 2020  
Cash    $ 790,660  
Restricted cash      11  
Total cash and restricted cash shown in the Statement of Cash Flows    $ 790,671  

 

 

Restricted cash consists of cash that has been segregated to cover the Fund’s collateral or margin obligations under derivative contracts. It is separately reported on the Statement of Assets and Liabilities as Deposits with brokers.

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   31


Financial highlights

 

For a share of capital stock outstanding throughout each year ended October 31:        
     20201     20191     20181     20171     20161  
Net asset value, beginning of year     $18.41       $17.39       $19.20       $18.94       $18.81  
Income (loss) from operations:          

Net investment income

    1.03       0.99       0.99       1.07       1.20  

Net realized and unrealized gain (loss)

    (0.32)       1.24       (1.52)       0.55       0.29  

Total income (loss) from operations

    0.71       2.23       (0.53)       1.62       1.49  
Less distributions from:          

Net investment income

    (1.01)       (0.69)       (1.26)       (1.36)       (1.36)  

Return of capital

    (0.20)       (0.52)       (0.02)              

Total distributions

    (1.21)       (1.21)       (1.28)       (1.36)       (1.36)  

Anti-dilutive impact of repurchase plan

    0.00 2,3                        0.00 2,3 
Net asset value, end of year     $17.91       $18.41       $17.39       $19.20       $18.94  
Market price, end of year     $16.53       $17.37       $15.20       $18.10       $17.39  

Total return, based on NAV4,5

    4.27     13.30     (2.86)     8.92     8.44

Total return, based on Market Price6

    2.25     22.89     (9.38)     12.37     9.82
Net assets, end of year (millions)     $268       $275       $260       $287       $283  
Ratios to average net assets:          

Gross expenses

    1.94     2.33     2.00     1.79     1.64

Net expenses

    1.93 7      2.33       2.00       1.79       1.64  

Net investment income

    5.79       5.55       5.42       5.66       6.53  
Portfolio turnover rate     50     52     85     69     51
Supplemental data:          

Loan Outstanding, End of Year (000s)

    $90,000       $88,000       $88,000       $83,000       $83,000  

Asset Coverage Ratio for Loan Outstanding8

    397     413     395     446     441

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

    $3,974       $4,126       $3,952       $4,456       $4,409  

Weighted Average Loan (000s)

    $88,716       $88,000       $84,625       $83,000       $83,000  

Weighted Average Interest Rate on Loan

    1.75     3.08     2.50     1.63     1.20

 

See Notes to Financial Statements.

 

32    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


1  

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

 

2 

Amount represents less than $0.005 per share.

 

3 

The repurchase plan was completed at an average repurchase price of $12.30 for 2,114 shares and $26,011 for the year ended October 31, 2020 and $15.25 for 14,001 shares and $213,465 for the year ended October 31, 2016.

 

4 

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.

 

5 

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

 

6 

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

 

7 

Reflects fee waivers and/or expense reimbursements.

 

8 

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

 

See Notes to Financial Statements.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   33


Notes to financial statements

 

1. Organization and significant accounting policies

Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) was incorporated in Maryland on September 17, 2009 and is registered as a non-diversified, limited-term, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets in a portfolio of U.S. and foreign corporate fixed-income securities of varying maturities. On April 1, 2020 and August 14, 2020, the Board of Directors of the Fund approved amendments to the Fund’s bylaws. The amended and restated bylaws were subsequently filed on Form 8-K and are available on the Securities and Exchange Commission’s website at www.sec.gov.

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. Investments in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. 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

 

34    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s 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 Atlantic 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, evaluating the effectiveness of the Fund’s 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 issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of 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.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   35


Notes to financial statements (cont’d)

 

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 Fund’s own assumptions in determining the fair value of investments)

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

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

 

ASSETS  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Long-Term Investments†:                                

Corporate Bonds & Notes

        $ 309,136,452           $ 309,136,452  

Sovereign Bonds

          22,794,589             22,794,589  

Senior Loans

          21,136,158             21,136,158  

U.S. Government & Agency Obligations

          19,639,784             19,639,784  

Convertible Bonds & Notes

          1,941,237             1,941,237  

Preferred Stocks

  $ 1,029,985                   1,029,985  

Collateralized Mortgage Obligations

          140,059             140,059  

Asset-Backed Securities

          73,564             73,564  

Common Stocks

          44,073             44,073  
Total Long-Term Investments     1,029,985       374,905,916             375,935,901  
Short-Term Investments†     6,164,169                   6,164,169  
Total Investments   $ 7,194,154     $ 374,905,916           $ 382,100,070  
Other Financial Instruments:                                

Forward Foreign Currency Contracts

        $ 8,762           $ 8,762  
Total   $ 7,194,154     $ 374,914,678           $ 382,108,832  

 

36    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


LIABILITIES  
Description  

Quoted Prices

(Level 1)

   

Other Significant

Observable Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

    Total  
Other Financial Instruments:                                

Forward Foreign Currency Contracts

        $ 236,016           $ 236,016  

 

See Schedule of Investments for additional detailed categorizations.

(b) 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 securities 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. 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.

(c) 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.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.

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.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   37


Notes to financial statements (cont’d)

 

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

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

(e) Unfunded loan commitments. The Fund may enter into certain credit agreements where all or a portion of the total amount committed may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Schedule of Investments. At October 31, 2020, the Fund had sufficient cash and/or securities to cover these commitments.

(f) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its subadviser 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 Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s 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.

(g) Reverse repurchase agreements. The Fund may enter into reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, a fund sells a security subject to an obligation to repurchase the security from the buyer at an agreed upon time and price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, the Fund’s use of the proceeds of the agreement may be restricted pending a determination by the counterparty, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In entering into reverse repurchase agreements, the Fund will maintain cash, U.S. government securities or other liquid debt obligations at least equal in value to its obligations with respect to reverse repurchase agreements or will take other actions permitted by law to

 

38    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


cover its obligations. If the market value of the collateral declines during the period, the Fund may be required to post additional collateral to cover its obligation. Cash collateral that has been pledged to cover obligations of the Fund under reverse repurchase agreements, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral are noted in the Schedule of Investments. Interest payments made on reverse repurchase agreements are recognized as a component of “Interest expense” on the Statement of Operations. In periods of increased demand for the security, the Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund.

(h) Securities traded on a when-issued and delayed delivery basis. The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.

Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

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

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

(k) 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.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   39


Notes to financial statements (cont’d)

 

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

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

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

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

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

(n) 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

 

40    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s subadviser 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 subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

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

The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that govern over-the-counter derivatives and provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or 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.

Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.

Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific for 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.

As of October 31, 2020, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $236,016. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivative counterparties.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   41


Notes to financial statements (cont’d)

 

(o) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. 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.

(p) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Distributions of net realized gains, if any, are taxable and 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.

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

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

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of October 31, 2020, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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

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

2. Investment management agreement and other transactions with affiliates

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), Western Asset Management

 

42    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Company Ltd (“Western Asset Japan”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. As of July 31, 2020, LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset Limited are wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Prior to July 31, 2020, LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset Limited were wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). As of July 31, 2020, Legg Mason is a subsidiary of Franklin Resources.

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.80% of the Fund’s average daily net assets plus the amount of any borrowings and assets attributable to any preferred stock that may be outstanding.

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Singapore, Western Asset Japan and Western Asset Limited provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities. For its services, LMPFA pays Western Asset a fee monthly, at an annual rate equal to 70% of the net management fee it receives from the Fund. Western Asset Singapore, Western Asset Japan and Western Asset Limited do not receive any compensation from the Fund. Western Asset pays Western Asset Singapore, Western Asset Japan and Western Asset Limited a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each such non-U.S. subadviser to manage.

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

During the year ended October 31, 2020, fees waived and/or expenses reimbursed amounted to $9,247.

As of July 31, 2020, all officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund. Prior to July 31, 2020, all officers and one Director of the Fund were employees of Legg Mason and did not receive compensation from the Fund.

3. Investments

During the year ended October 31, 2020, 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      $ 174,344,737        $ 18,583,838  
Sales        170,311,388          14,916,109  

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   43


Notes to financial statements (cont’d)

 

At October 31, 2020, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

      Cost      Gross
Unrealized
Appreciation
     Gross
Unrealized
Depreciation
     Net
Unrealized
Appreciation
(Depreciation)
 
Securities    $ 354,355,657      $ 34,680,432      $ (6,936,019)      $ 27,744,413  
Forward foreign currency contracts             8,762        (236,016)        (227,254)  

Transactions in reverse repurchase agreements for the Fund during the year ended October 31, 2020 were as follows:

 

Average Daily

Balance*

 

Weighted Average

Interest Rate*

 

Maximum Amount

Outstanding

$17,394,152   0.879%   $20,718,125

 

*

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

Interest rates on reverse repurchase agreements ranged from 0.19% to 1.99% during the year ended October 31, 2020. Interest expense incurred on reverse repurchase agreements totaled $152,826.

4. Derivative instruments and hedging activities

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at October 31, 2020.

 

ASSET DERIVATIVES1  
             

Foreign

Exchange Risk

 
Forward foreign currency contracts             $ 8,762  
LIABILITY DERIVATIVES1  
              Foreign
Exchange Risk
 
Forward foreign currency contracts             $ 236,016  

 

1  

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

 

44    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended October 31, 2020. 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 Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED  
      Interest
Rate Risk
     Foreign
Exchange Risk
     Total  
Futures contracts    $ (54,670)             $ (54,670)  
Forward foreign currency contracts           $ 995,441        995,441  
Total    $ (54,670)      $ 995,441      $ 940,771  

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED  
      Foreign
Exchange Risk
 
Forward foreign currency contracts    $ (510,683)  

During the year ended October 31, 2020, the volume of derivative activity for the Fund was as follows:

 

        Average Market
Value
 
Futures contracts (to buy)†      $ 1,178,347  
Forward foreign currency contracts (to buy)        21,719,157  
Forward foreign currency contracts (to sell)†        1,748,011  

 

At October 31, 2020, there were no open positions held in this derivative.

The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of October 31, 2020.

 

Counterparty   Gross Assets
Subject to
Master
Agreements1
    Gross
Liabilities
Subject to
Master
Agreements
    Net Assets
(Liabilities)
Subject to
Master
Agreements
    Collateral
Pledged
(Received)
    Net
Amount2
 
BNP Paribas SA         $ (236,016)     $ (236,016)           $ (236,016)  
Goldman Sachs Group Inc.   $ 8,762             8,762             8,762  
Total   $ 8,762     $ (236,016)     $ (227,254)           $ (227,254)  

 

1  

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

 

2 

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

5. Loan

The Fund has a revolving credit agreement with National Australia Bank Limited (“Credit Agreement”) that allows the Fund to borrow up to an aggregate amount of $90,000,000.

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   45


Notes to financial statements (cont’d)

 

This Credit Agreement renews daily for a six month term unless notice to the contrary is given to the Fund. The Fund pays a commitment fee at an annual rate of 0.20% on the unutilized portion of the loan commitment amount. The interest on the loan is calculated at a variable rate based on the LIBOR plus any applicable margin. Securities held by the Fund are subject to a lien granted to National Australia Bank Limited, to the extent of the borrowing outstanding and any additional expenses. The Fund’s Credit Agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the Credit Agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the Credit Agreement. Interest expense related to the loan for the year ended October 31, 2020 was $1,555,661. For the year ended October 31, 2020, the Fund incurred a commitment fee in the amount of $2,611. For the year ended October 31, 2020, the Fund had an average daily loan balance outstanding of $88,715,847 and the weighted average interest rate was 1.75%. At October 31, 2020, the Fund had $90,000,000 of borrowings outstanding per this Credit Agreement.

6. Distributions subsequent to October 31, 2020

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

 

Record Date      Payable Date        Amount  
10/23/2020        11/2/2020        $ 0.1010  
11/20/2020        12/1/2020        $ 0.1010  
12/23/2020        12/31/2020        $ 0.1010  
1/22/2021        2/1/2021        $ 0.1010  
2/19/2020        3/1/2021        $ 0.1010  

7. Stock repurchase program

On March 10, 2014, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to 1,600,000 shares of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to the net asset value. The Board directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts.

During the year ended October 31, 2020, the Fund repurchased and retired 0.01% of its common shares outstanding under the repurchase plan. The weighted average discount per share on these repurchases was 11.95% for the year ended October 31, 2020. Shares repurchased and the corresponding dollar amount are included in the Statement of Changes in Net Assets. The anti-dilutive impact of these share repurchases is included in the Financial Highlights.

Since the Fund’s commencement of the stock repurchase program through October 31, 2020, the Fund repurchased 408,350 shares or 2.66% of its common shares outstanding for the

 

46    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


total amount of $7,013,966. The anti-dilutive impact of these share repurchases is included on the Financial Highlights.

8. Income tax information and distributions to shareholders

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

 

        2020        2019  
Distributions paid from:                      
Ordinary income      $ 15,153,634        $ 10,365,786  
Tax return of capital        2,952,592          7,742,148  
Total distributions paid      $ 18,106,226        $ 18,107,934  

As of October 31, 2020, the components of distributable earnings (loss) on a tax basis were as follows:

 

Deferred capital losses*      $ (31,341,905)  
Other book/tax temporary differences(a)        (1,369,830)  
Unrealized appreciation (depreciation)(b)        27,500,767  
Total distributable earnings (loss) — net      $ (5,210,968)  

 

*

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

 

(a) 

Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, the difference between cash and accrual basis distributions paid, book/tax differences 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 to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.

9. Other matters

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

*  *  *

The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. Plans are underway to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   47


Notes to financial statements (cont’d)

 

transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

*  *  *

On August 14, 2020, the Fund announced that it has elected, by resolution unanimously adopted by the Fund’s board of directors, to be subject to the Maryland Control Share Acquisition Act (the “MCSAA”), effective immediately. The MCSAA protects the interests of all stockholders of a Maryland corporation by providing that any holder of “control shares” acquired in a “control share acquisition” will not be entitled to vote its shares unless the other stockholders of the corporation reinstate those voting rights at a meeting of stockholders by a vote of two-thirds of the votes entitled to be cast on the matter, excluding the “acquiring person” (i.e., the holder or group of holders acting in concert that acquires, or proposes to acquire, “control shares”) and any other holders of “interested shares” as defined in the MCSAA. Generally, “control shares” are shares that, when aggregated with shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors.

Application of the MCSAA seeks to limit the ability of an acquiring person to achieve a short-term gain at the expense of the Fund’s ability to pursue its investment objective and policies and seek long-term value for the rest of the Fund’s stockholders. The above description of the MCSAA is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the MCSAA and the Fund’s bylaws for more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the procedures by which stockholders may approve the reinstatement of voting rights to holders of “control shares.”

 

48    Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report


Report of independent registered public accounting firm

 

To the Board of Directors and Shareholders of Western Asset Global Corporate Defined Opportunity Fund Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of the Western Asset Global Corporate Defined Opportunity Fund Inc. (the “Fund”) as of October 31, 2020, the related statements of operations and cash flows for the year ended October 31, 2020, the statement of changes in net assets for each of the two years in the period ended October 31, 2020, including the related notes, and the financial highlights for each of the four years in the period ended October 31, 2020 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2020, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended October 31, 2020 and the financial highlights for each of the four years in the period ended October 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

The financial statements of the Fund as of and for the year ended October 31, 2016 and the financial highlights for the year then ended (not presented herein, other than the financial highlights) were audited by other auditors whose report dated December 20, 2016 expressed an unqualified opinion on those financial statements and financial highlights.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2020 by correspondence with the custodian, agent banks, and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

December 21, 2020

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

 

Western Asset Global Corporate Defined Opportunity Fund Inc. 2020 Annual Report   49


Additional shareholder information (unaudited)

 

Results of special meeting of shareholders

On July 6, 2020, a special meeting of shareholders was held for the following purposes: 1) to approve a new management agreement between the Fund and its investment manager; and 2) to approve a new subadvisory agreement with respect to each of the Fund’s subadvisers. The following table provides the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each matter voted on at the special meeting of shareholders. Each item voted on was approved.

 

Item Voted On    Voted
For
     Voted
Against
     Abstentions      Broker
Non-Votes
 
To Approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC      7,157,280        826,227        306,330        0  
To Approve a New Subadvisory Agreement with Western Asset Management Company, LLC      7,132,447        826,994        330,396        0  
To Approve a New Subadvisory Agreement with Western Asset Management Company Limited      7,107,587        837,103        345,146        0  
To approve a New Subadvisory Agreement with Western Asset Management Company Ltd.      7,111,930        832,029        345,878        0  
To approve a New Subadvisory Agreement with Western Asset Management Company Pte. Ltd.      7,102,263        838,152        349,422        0  

 

50    Western Asset Global Corporate Defined Opportunity Fund Inc.


Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Western Asset Global Corporate Defined Opportunity Fund Inc. (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 Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.

The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.

 

Independent Directors†
Robert D. Agdern
Year of birth   1950
Position(s) held with Fund1   Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III
Term of office1 and length of time served   Since 2015
Principal occupation(s) during the past five years   Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   None
Carol L. Colman
Year of birth   1946
Position(s) held with Fund1   Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during the past five years   President, Colman Consulting Company (consulting)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   None

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   51


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors† (cont’d)
Daniel P. Cronin
Year of birth   1946
Position(s) held with Fund1   Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during the past five years   Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   None
Paolo M. Cucchi
Year of birth   1941
Position(s) held with Fund1   Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I
Term of office1 and length of time served   Since 2009
Principal occupation(s) during the past five years   Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   None
William R. Hutchinson
Year of birth   1942
Position(s) held with Fund1   Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served   Since 2009
Principal occupation(s) during the past five years   President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   Director (since 1994) and formerly, Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc Corp. (banking)

 

52    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

 

Independent Directors† (cont’d)
Eileen A. Kamerick
Year of birth   1958
Position(s) held with Fund1   Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, Class III
Term of office1 and length of time served   Since 2013
Principal occupation(s) during the past five years   Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016) and financial expert; Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012)
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016)
Nisha Kumar
Year of birth   1970
Position(s) held with Fund1   Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II
Term of office1 and length of time served   Since 2019
Principal occupation(s) during the past five years   Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign Relations
Number of portfolios in fund complex overseen by Director (including the Fund)   24
Other board memberships held by Director during the past five years   Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017-2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018)

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   53


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Interested Director and Officer
Jane Trust, CFA2
Year of birth   1962
Position(s) held with Fund1   Director, Chairman, President and Chief Executive Officer, Class II
Term of office1 and length of time served   Since 2015
Principal occupation(s) during the past five years   Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 150 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015)
Number of portfolios in fund complex overseen by Director (including the Fund)   147
Other board memberships held by Director during the past five years   None
 
Additional Officers
Fred Jensen*
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
Year of birth   1963
Position(s) held with Fund1   Chief Compliance Officer
Term of office1 and length of time served   Since 2020
Principal occupation(s) during the past five years   Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker-dealer) (2000 to 2003)
Jenna Bailey
Legg Mason
100 First Stamford Place, 5th Floor, Stamford, CT 06902
Year of birth   1978
Position(s) held with Fund1   Identity Theft Prevention Officer
Term of office1 and length of time served   Since 2015
Principal occupation(s) during the past five years   Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020)

 

54    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

 

Additional Officers (cont’d)
George P. Hoyt**
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth   1965
Position(s) held with Fund1   Secretary and Chief Legal Officer
Term of office1 and length of time served   Since 2020
Principal occupation(s) during the past five years   Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020)
Thomas C. Mandia
Legg Mason
100 First Stamford Place, 6th Floor, Stamford, CT 06902
Year of birth   1962
Position(s) held with Fund1   Assistant Secretary
Term of office1 and length of time served   Since 2006
Principal occupation(s) during the past five years   Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020)
Christopher Berarducci
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
Year of birth   1974
Position(s) held with Fund1   Treasurer and Principal Financial Officer
Term of office1 and length of time served   Since 2019
Principal occupation(s) during the past five years   Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   55


Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers (cont’d)
Jeanne M. Kelly
Legg Mason
620 Eighth Avenue, 47th Floor, New York, NY 10018
Year of birth   1951
Position(s) held with Fund1   Senior Vice President
Term of office1 and length of time served   Since 2009
Principal occupation(s) during the past five years   U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015)

 

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”).

 

*

Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.

 

**

Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.

 

1 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2020, year 2021 and year 2022, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified.

 

2 

Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an officer of LMPFA and certain of its affiliates.

 

56    Western Asset Global Corporate Defined Opportunity Fund Inc.


Annual chief executive officer and

principal financial officer certifications (unaudited)

 

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

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   57


Other shareholder communications regarding accounting matters (unaudited)

 

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

The CCO may be contacted at:

Legg Mason & Co., LLC

Compliance Department

620 Eighth Avenue, 47th Floor

New York, New York 10018

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

 

58    Western Asset Global Corporate Defined Opportunity Fund Inc.


Summary of information regarding the Fund (unaudited)

 

Investment Objectives

The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation.

Principal Investment Policies and Strategies

The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its Managed Assets (as defined herein) in a portfolio of U.S. and foreign corporate fixed income securities of varying maturities. “Fixed income securities” include bonds, debentures, notes, commercial paper and other similar types of debt instruments, as well as preferred stock, convertible securities, Senior Loans, Second Lien Loans, loan participations, payment-in-kind securities, zero-coupon bonds, bank certificates of deposit, fixed time deposits and bankers’ acceptances. Corporate securities are those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities, and do not include securities issued by governments, agencies or supranational entities. Certain fixed income instruments, such as convertible securities, may also include the right to participate in equity appreciation, and Western Asset will generally evaluate those instruments based primarily on their debt characteristics. The Fund is not required to dispose of common stock if, due to a conversion of convertible securities into the underlying shares of common stock, less than 80% of the Fund’s Managed Assets are invested in corporate fixed income securities. However, under normal circumstances, the Fund will be restricted from investing in any securities that are not U.S. and foreign corporate fixed income securities until the Fund regains such 80% threshold. While the common stock issued by the Fund will not be rated by a nationally recognized statistical rating organization, it is expected that, under normal market conditions, the Fund will maintain on an ongoing basis a dollar-weighted average credit quality of portfolio holdings of at least BBB- or higher by Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings, Inc. (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”), or comparable quality as determined by Western Asset. The Fund will not include derivative instruments for the purpose of calculating the dollar-weighted average credit quality of the Fund’s portfolio holdings.

The Fund may invest in derivative instruments, such as options contracts, futures contracts, options on futures contracts, indexed securities, credit default swaps and other swap agreements for investment, hedging and risk management purposes; provided that the Fund’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, the Fund may net derivatives with opposite exposure to the same underlying instrument. Notwithstanding the foregoing, the Fund may invest without limitation in derivative instruments related to currencies, including options contracts, futures contracts,

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   59


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

 

options on futures contracts, forward contracts and swap agreements and combinations thereof; provided that such currency derivatives are used for hedging purposes only. To the extent that the security or index underlying the derivative or synthetic instrument is or is composed of U.S. or foreign corporate fixed income securities, the Fund will include such derivative and synthetic instruments for the purposes of the Fund’s policy to invest at least 80% of its Managed Assets in a portfolio of U.S. and foreign corporate fixed income securities.

The Fund’s investments may be denominated in U.S. dollars or in foreign currencies. Under normal market conditions, the Fund will invest at least 40% of its Managed Assets in fixed income securities of foreign issuers organized or having a principal place of business outside of the United States, including in emerging market countries. A “foreign issuer” is a company, government or agency which is organized or has a principal place of business outside of the United States. Western Asset will select securities from a diverse selection of countries around the world, focusing on high real yields, pricing inefficiencies and improving credit conditions that offer income opportunities. The Fund has no present intention to invest a significant portion of its Managed Assets in a specific geographical region.

The Fund may invest up to 35% of its Managed Assets in fixed income securities of below investment grade quality. Below investment grade fixed income securities are rated below “BBB-” by S&P or Fitch, below “Baa3” by Moody’s or comparably rated by another NRSRO or, if unrated, determined by Western Asset to be of comparable quality. Below investment grade fixed income securities are commonly referred to as “high-yield” or “junk” bonds and are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In the event that a security receives different ratings from different NRSROs, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.

If a fixed income security is considered investment grade at the time of investment and is subsequently downgraded below that rating, the Fund will not be required to dispose of the security. If as a result of downgrades, the Fund’s holdings of below investment grade fixed income securities rises above 35% of the Fund’s Managed Assets, the Fund would, under normal circumstances, be restricted from investing in any additional below investment grade securities until the Fund otherwise reduced its holdings below the 35% cap. With respect to securities that are downgraded, Western Asset will consider what action, including the sale of the security, is in the best interests of the Fund and its stockholders.

The Fund may invest up to 20% of its Managed Assets in government debt securities, including those of emerging market issuers or of other non-U.S. issuers.

 

60    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

The Fund may invest up to 20% of its Managed Assets in mortgage-backed and asset-backed securities.

The Fund may invest up to 20% of its Managed Assets in securities that, at the time of investment, are considered illiquid. “Illiquid securities” are securities which cannot be sold within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities.

The Fund may enter into various interest rate transactions, such as interest rate swaps and the purchase or sale of interest rate caps and floors. The Fund may enter into, among other things, fixed-for-floating rate swaps in the same currency, fixed-for-floating rate swaps in different currencies, floating-for-floating rate swaps in the same currency, floating-for-floating rate swaps in different currencies, or fixed-for-fixed rate swaps in different currencies. The Fund may enter into total return swaps. The Fund may enter into these transactions to hedge the value of the Fund’s portfolio to seek to increase its return, to preserve a return or spread on a particular investment or portion of its portfolio, or for investment purposes.

The Fund may enter into repurchase agreements, in which the Fund purchases a security from a bank or broker-dealer and the bank or broker-dealer agrees to repurchase the security at the Fund’s cost plus interest within a specified time. The Fund may also enter into reverse repurchase agreements, under which the Fund will effectively pledge its assets as collateral to secure a short-term loan.

The Fund may lend its portfolio securities so long as the terms and the structure of such loans are not inconsistent with the requirements of the 1940 Act.

Principal Risk Factors

The Fund is a non-diversified, limited term, closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Your Common Stock at any point in time may be worth less than you invested, even after taking into account the reinvestment of Fund dividends and distributions.

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

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   61


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

 

Fixed Income Securities Risk. Under normal market conditions, the Fund will invest at least 80% of its Managed Assets in a portfolio of U.S. and foreign corporate fixed income securities of varying maturities. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed income securities, including high-yield securities, are also subject to certain risks, including:

 

 

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

 

 

Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. The magnitude of these fluctuations in the market price of fixed income securities is generally greater for securities with longer maturities. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund’s exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful.

 

 

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

 

 

Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed income securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s Common Stock price, its distributions or its overall return.

Credit Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of

 

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your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.

Below Investment Grade (High Yield or Junk Bond) Securities Risk. The Fund may invest up to 35% of its Managed Assets in fixed income securities of below investment grade quality. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.

Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.

The risks of foreign investment are greater for investments in emerging markets. The Fund considers a country to be an emerging market country if, at the time of investment, it is represented in the J.P. Morgan Emerging Markets Bond Index Global or categorized by the World Bank in its annual categorization as middle or low-income. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading

 

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

 

volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.

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

Leverage Risk. The Fund may utilize leverage in an amount up to 33 1/3% of the Fund’s Managed Assets. The value of your investment may be more volatile if the fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the fund’s portfolio. Other risks described in the Prospectus also will be compounded because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the fund’s assets. In addition, the fund’s portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the fund’s assets declines between the time a redemption request is deemed to be received by the fund and the time the fund liquidates assets to meet redemption requests.

Reverse Repurchase Agreements Risk. The Fund’s use of reverse repurchase agreements involves many of the same risks involved in the Fund’s use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that the Fund has sold but remains obligated to repurchase. In addition, there is a risk that the market value of the securities retained by the Fund may decline. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experience insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Fund’s net asset value will decline, and, in some cases, the Fund may be worse off than if it had not used such instruments.

 

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Repurchase Agreements Risk. Subject to its investment objective and policies, the Fund may invest in repurchase agreements for leverage or investment purposes. Repurchase agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying securities and losses, including (1) possible decline in the value of the underlying security during the period in which the Fund seeks to enforce its rights thereto; (2) possible lack of access to income on the underlying security during this period; and (3) expenses of enforcing its rights. While repurchase agreements involve certain risks not associated with direct investments in debt securities, the Fund follows procedures approved by the Fund’s Board of Directors that are designed to minimize such risks. These procedures include effecting repurchase transactions only with large, well-capitalized and well-established financial institutions whose financial condition will be continually monitored by Western Asset. In addition, as described above, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.

Derivatives Risk. The Fund may utilize a variety of derivative instruments such as options, floors, caps and collars, futures contracts, forward contracts, options on futures contracts and indexed securities. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates, indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing

 

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

 

derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.

The Securities and Exchange Commission adopted a new rule on October 28, 2020 that mandates that a fund’s derivatives risk management program provide for specific items as required by the rule, including compliance with a VaR test. Compliance with these new requirements will be required after an eighteen-month transition period following the effective date of the adopted rule. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund’s investments in derivatives, which could adversely affect shareholders.

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

Liquidity Risk. The Fund may invest up to 20% of its Managed Assets in illiquid securities. The term “illiquid securities” for this purpose means securities that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.

Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset and each individual portfolio manager may not be successful in selecting the best performing securities or investment techniques, and the Fund’s performance may lag behind that of similar funds.

Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including fixed income securities, have experienced periods of extreme illiquidity and volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant valuation uncertainties in a variety of debt securities, including certain fixed income securities. These conditions resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid

 

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and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Fund’s books. Sales of large blocks of securities by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Fund’s securities uncertain and/or result in sudden and significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Shares.

LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. Plans are underway to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.

Government Intervention in Financial Markets Risk. The instability in the financial markets has led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. U.S. federal and state governments and foreign governments, their regulatory agencies or self regulatory organizations may take additional actions that affect the regulation of the securities in which the Fund invests, or the issuers of such securities, in ways that are unforeseeable. Issuers of corporate fixed income securities might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objectives. Western Asset will monitor developments and seek to manage the Fund’s portfolio in a manner consistent with achieving the Fund’s investment objectives, but there can be no assurance that it will be successful in doing so.

Limited Term Risk. Unless the termination date is amended by stockholders in accordance with the Articles, the Fund will be terminated on or about December 2, 2024. The Fund does not seek to return $20 per share upon termination. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. As the Fund approaches its termination date, the portfolio composition of the Fund may change, which may cause the Fund’s returns to decrease and the market price of the Common Stock to fall. Rather than reinvesting the proceeds of its securities, the Fund may distribute the proceeds in one or more liquidating

 

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

 

distributions prior to the final liquidation, which may cause the Fund’s fixed expenses to increase when expressed as a percentage of net assets attributable to Common Stock, or the Fund may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Fund. Upon its termination, the Fund will distribute substantially all of its net assets to stockholders which may be more than, equal to or less than $20 per share. In addition, other provisions of the Articles may permit the Fund (with stockholder approval) to take certain actions that could have the effect of changing the termination date, such as through merger, consolidation or liquidation.

Asset-Backed, Mortgage-Backed or Mortgage-Related Securities Risk. To the extent the Fund invests significantly in asset-backed, mortgage-backed or mortgage-related securities, its exposure to prepayment and extension risks may be greater than other investments in fixed income securities. Mortgage derivatives held by the Fund may have especially volatile prices and may have a disproportionate effect on the Fund’s share price. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. In addition, mortgage-related securities are subject to prepayment risk—the risk that borrowers may pay off their mortgages sooner than expected, particularly when interest rates decline. This can reduce the Fund’s returns because the Fund may have to reinvest that money at lower prevailing interest rates. The Fund’s investments in other asset-backed securities are subject to risks similar to those associated with mortgage-backed securities.

Market Price Discount from Net Asset Value Risk. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk is separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities and may be a greater risk to investors expecting to sell their Common Stock in a relatively short period following completion of this offering. Whether investors will realize gains or losses upon the sale of the Common Stock will depend not upon the Fund’s net asset value but upon whether the market price of the Common Stock at the time of sale is above or below the investor’s purchase price for the Common Stock.

Because the market price of the Common Stock will be determined by factors such as relative supply of and demand for the Common Stock in the market, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict whether the Common Stock will trade at, above or below net asset value or at, above or below the initial public offering price. The Fund’s Common Stock is designed primarily for long term investors and you should not view the Fund as a vehicle for trading purposes.

Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a

 

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“diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. See “The Fund’s Investments.” The Fund intends to qualify for the special tax treatment available to “regulated investment companies” under Subchapter M of the Code, and thus intends to satisfy the diversification requirements of Subchapter M, including the less stringent diversification requirement that applies to the percent of its total assets that are represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment companies and certain other securities.

U.S. Government Debt Securities Risk. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these securities.

Non-U.S. Government Debt Securities Risk. The Fund intends to invest in Non-U.S. government debt securities. The ability of a government issuer, especially in an emerging market country, to make timely and complete payments on its debt obligations will be strongly influenced by the government issuer’s balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than U.S. dollars, its ability to make debt payments denominated in U.S. dollars could be adversely affected. If a government issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. There are no bankruptcy proceedings similar to those in the United States by which defaulted Non-U.S. government debt may be collected. Additional factors that may influence a government issuer’s ability or willingness to service debt include, but are not limited to, a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and the issuer’s policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international agencies to which a government debtor may be subject.

Senior Loans Risk. The Fund may invest in Senior Loans issued by banks, other financial institutions, and other investors to corporations, partnerships, limited liability companies and other entities to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings and, to a lesser extent, for general operating and other purposes. An investment in Senior Loans involves risk that the borrowers under Senior

 

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

 

Loans may default on their obligations to pay principal or interest when due. In the event a borrower fails to pay scheduled interest or principal payments on a Senior Loan held by the Fund, the Fund will experience a reduction in its income and a decline in the market value of the Senior Loan, which will likely reduce dividends and lead to a decline in the net asset value of the Fund. If the Fund acquires a Senior Loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect to that lender.

The Fund will generally invest in Senior Loans that are secured with specific collateral. However, there can be no assurance that liquidation of collateral would satisfy the borrower’s obligation in the event of non-payment or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund could experience delays and limitations on its ability to realize the benefits of the collateral securing the Senior Loan. Senior Loans are typically structured as floating rate instruments in which the interest rate payable on the obligation fluctuates with interest rate changes. As a result, the yield on Senior Loans will generally decline in a falling interest rate environment causing the Fund to experience a reduction in the income it receives from a Senior Loan. Senior Loans are generally below investment grade quality and may be unrated at the time of investment; are generally not registered with the SEC or state securities commissions; and are generally not listed on any securities exchange. In addition, the amount of public information available on Senior Loans is generally less extensive than that available for other types of assets.

Second Lien Loans Risk. Second Lien Loans generally are subject to similar risks as those associated with investments in Senior Loans. Because Second Lien Loans are subordinated or unsecured and thus lower in priority of payment to Senior Loans, they are subject to the additional risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Second Lien Loans generally have greater price volatility than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien Loans, which would create greater credit risk exposure for the holders of such loans. Second Lien Loans share the same risks as other below investment grade securities.

Loan Participations and Assignments Risk. The Fund may invest in participations in loans or assignments of all or a portion of loans from third parties. 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 relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund may be subject to the

 

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credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. Certain participations may be structured in a manner designed to avoid purchasers of participations being subject to the credit risk of the lender with respect to the participation, but even under such a structure, in the event of the lender’s insolvency, the lender’s servicing of the participation may be delayed and the assignability of the participation impaired. The Fund will acquire participations only if the lender interpositioned between the Fund and the borrower is determined by Western Asset to be creditworthy.

Common Stock Risk. The Fund may invest in common stocks and may hold common stocks which result from a corporate restructuring or stock conversion. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. In addition, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the prices of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The value of the common stocks in which the Fund may invest will be affected by changes in the stock markets generally, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. The common stocks of smaller companies are more sensitive to these changes than those of larger companies. Common stock risk will affect the Fund’s net asset value per share, which will fluctuate as the value of the securities held by the Fund change.

Preferred Stock Risk. The Fund may invest in preferred stock. Preferred stocks are unique securities that combine some of the characteristics of both common stocks and bonds. Preferred stocks generally pay a fixed rate of return and are sold on the basis of current yield, like bonds. However, because they are equity securities, preferred stock provides equity ownership of a company, and the income is paid in the form of dividends. Preferred stocks typically have a yield advantage over common stocks as well as comparably-rated fixed income investments. Preferred stocks are typically subordinated to bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater credit risk than those debt instruments. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stocks also may be subject to optional or mandatory redemption provisions. Certain of the preferred stocks in which the Fund may invest may be convertible preferred stocks.

 

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

 

Convertible Securities Risk. The Fund may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. Similar to traditional fixed income securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument.

Short Sales Risk. To the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund does not own. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales where it does not own or have the right to acquire the security sold short at no additional cost. The Fund’s loss on a short sale theoretically could be unlimited in a case where the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund’s short selling strategies may limit its ability to benefit from increases in the markets. If the Fund engages in short sales, it will segregate liquid assets, enter into offsetting transactions or own positions covering its obligations; however, such segregation and cover requirements will not limit or offset losses on related positions. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund.

Risk of Short Economic Exposure Through Derivatives. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to

 

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the risk that it will be obligated to make payments to its counterparty if the underlying asset appreciates in value, thus resulting in a loss to the Fund. The Fund’s loss on a short position using derivatives theoretically could be unlimited.

Counterparty Risk. Changes in the credit quality of the companies that serve as the Fund’s counterparties with respect to derivatives or other transactions supported by another party’s credit will affect the value of those instruments. Certain entities that have served as counterparties in the markets for these transactions have recently incurred significant financial hardships including bankruptcy and losses as a result of exposure to sub-prime mortgages and other lower quality credit investments that have experienced recent defaults or otherwise suffered extreme credit deterioration. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The Fund may obtain only a limited recovery or may obtain no recovery in such circumstances.

Structured Notes and Related Instruments Risk. The Fund may invest in “structured” notes and other related instruments, which are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets, such as indexes reflecting bonds. Structured instruments may be issued by corporations, including banks, as well as by governmental agencies. Structured instruments frequently are assembled in the form of medium-term notes, but a variety of forms are available and may be used in particular circumstances. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index(es) or other asset(s). Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss.

Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on the Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely

 

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

 

increase, which would tend to further reduce returns to stockholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse affect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.

When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed income securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.

Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on the Fund’s performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Fund’s current and accumulated earnings and profits, resulting in a greater portion of the Fund’s distributions being treated as a dividend to the Fund’s stockholders. The portfolio turnover rate of the Fund will vary from year to year, as well as within a given year.

Temporary Defensive Strategies Risk. When Western Asset anticipates unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; other investment grade debt securities; investment grade commercial paper; certificates of deposit and bankers’ acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed income securities that Western Asset considers consistent with this strategy. To the extent that the Fund invests defensively, it may not achieve its investment objectives.

Anti-Takeover Provisions Risk. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell

 

74    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.

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

The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. Certain risks, such as interest rate risk, credit risk, liquidity risk and counterparty risk, may be heightened as a result of such market events. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   75


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

 

In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.

Rating Agency Risk. Credit ratings are issued by rating agencies which are private services that provide ratings of the credit quality of debt obligations, including convertible securities. Ratings assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risks or the liquidity of securities. Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, in recent years there have been instances in which the initial rating assigned by a rating agency to a security failed to take account of adverse economic developments which subsequently occurred, leading to losses that were not anticipated based on the initial rating. To the extent that the issuer of a security pays a rating agency for the analysis of its security, an inherent conflict of interest may exist that could affect the reliability of the rating. The ratings of a debt security may change over time. As a result, debt instruments held by the Fund could receive a higher rating or a lower rating during the period in which they are held. The Fund will not necessarily sell a security when its rating is reduced below its rating at the time of purchase.

Managed Distribution Risk. Under a managed distribution policy, the Fund would intend to make monthly distributions to stockholders at a fixed rate per share of Common Stock or a fixed percentage of net asset value that may include periodic distributions of long-term capital gains. Under a managed distribution policy, if, for any monthly distribution, ordinary income (that is, net investment income and any net short-term capital gain) and net realized capital gains were less than the amount of the distribution, the difference would be distributed from the Fund’s previously accumulated earnings and profits or cash generated from the sale of Fund assets. If, for any fiscal year, the total distributions exceeded ordinary income and net realized capital gains (the “Excess”), the Excess would decrease the Fund’s total assets and, as a result, would have the likely effect of increasing the Fund’s expense ratio. There is a risk that the Fund would not eventually realize capital gains in an amount corresponding to a distribution of the Excess. In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment might not dictate such action. If the Fund were to issue senior securities and not be in compliance with the asset coverage requirements of the 1940 Act, the Fund would be required to suspend the managed distribution policy. Pursuant to the requirements of the 1940 Act and other applicable laws, a notice will accompany each monthly distribution disclosing the sources of the distribution.

More Information

For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s registration statement on Form N-2 that was declared effective by the SEC on

 

76    Western Asset Global Corporate Defined Opportunity Fund Inc.


 

November 23, 2009. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   77


Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash (i.e., opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.

If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:

(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.

(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.

Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date;

 

78    Western Asset Global Corporate Defined Opportunity Fund Inc.


otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.

Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.

Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151.

 

Western Asset Global Corporate Defined Opportunity Fund Inc.   79


Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended October 31, 2020:

 

Record date:        Monthly          Monthly  
Payable date:       
November 2019 through
December 2019
 
 
      
January 2020 through
October 2020
 
 
Ordinary Income:                      

Qualified Dividend Income for Individuals

       3.30        6.64 %* 

Dividends Qualifying for the Dividends

                     

Received Deduction for Corporations

       3.30        6.64 %* 
Interest from Federal Obligations                 2.40 %* 
Tax Return of Capital                 21.74 %** 

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.

The following information is applicable to non-U.S. resident shareholders

The percentages indicated below represent the portion of the ordinary income distributions paid monthly by the Fund that are Interest-related dividends and eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations.

 

Record date:        Monthly          Monthly  
Payable date:       
November 2019 through
December 2019
 
 
      
January 2020 through
October 2020
 
 
Qualified Net Interest Income                 55.00 %* 

 

*

Expressed as a percentage of the distributions paid reduced by the return of capital.

 

**

Expressed as a percentage of the cash distributions paid.

 

80    Western Asset Global Corporate Defined Opportunity Fund Inc.


Western Asset

Global Corporate Defined Opportunity Fund Inc.

 

Directors

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

Jane Trust

Chairman

Officers

Jane Trust

President and Chief Executive Officer

Christopher Berarducci

Treasurer and Principal Financial Officer

Fred Jensen*

Chief Compliance Officer

Jenna Bailey

Identity Theft Prevention Officer

George P. Hoyt**

Secretary and Chief Legal Officer

Thomas C. Mandia

Assistant Secretary

Jeanne M. Kelly

Senior Vice President

Western Asset Global Corporate Defined Opportunity Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

Investment manager

Legg Mason Partners Fund Advisor, LLC

Subadvisers

Western Asset Management Company, LLC

Western Asset Management Company Limited

Western Asset Management Company Ltd

Western Asset Management Company Pte. Ltd.

Custodian

The Bank of New York Mellon

Transfer agent

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

Independent registered public accounting firm

PricewaterhouseCoopers LLP

Baltimore, MD

Legal counsel

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

New York Stock Exchange Symbol

GDO

 

*

Effective April 17, 2020, Mr. Jensen became Chief Compliance Officer.

 

**

Effective August 13, 2020, Mr. Hoyt became Secretary and Chief Legal Officer.


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. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

The Type of Nonpublic Personal Information the Funds Collect About You

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

 

 

Personal information included on applications or other forms;

 

 

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

 

 

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

 

 

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 individual’s 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 to comply with obligations to government regulators;

 

 

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

 

 

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

 

 

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

 

 

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

 

NOT PART OF THE ANNUAL REPORT


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

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

Keeping You Informed of the Funds’ Privacy and Security Practices

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

The Funds’ Security Practices

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

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

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

Revised April 2018

Legg Mason California Consumer Privacy Act Policy

Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,

 

NOT PART OF THE ANNUAL REPORT


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

 

dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).

 

 

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

 

 

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

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

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

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

Contact Information

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

Email: DataProtectionOfficer@franklintempleton.com

Phone: 1-800-396-4748

Revised October 2020

 

NOT PART OF THE ANNUAL REPORT


Western Asset Global Corporate Defined Opportunity Fund Inc.

Western Asset Global Corporate Defined Opportunity Fund Inc.

620 Eighth Avenue

47th Floor

New York, NY 10018

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

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

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

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

Computershare Inc.

462 South 4th Street, Suite 1600

Louisville, KY 40202

 

WASX013050 12/20 SR20-4037


ITEM 2.

CODE OF ETHICS.

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

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

The Board of Directors of the registrant has determined that Eileen A. Kamerick, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert” and that she is independent for purposes of this item.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending October 31, 2019 and October 31, 2020 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $52,340 in October 31, 2019 and $50,837 in October 31, 2020.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in October 31, 2019 and $0 in October 31, 2020.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in October 31, 2019 and $0 in October 31, 2020. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

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

(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Global Corporate Defined Opportunity Fund Inc. were $0 in October 31, 2019 and $0 in October 31, 2020.

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

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


(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

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

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

(2) For the Western Asset Global Corporate Defined Opportunity Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for October 31, 2019 and October 31, 2020; Tax Fees were 100% and 100% for October 31, 2019 and October 31, 2020; and Other Fees were 100% and 100% for October 31, 2019 and October 31, 2020.

(f) N/A

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Global Corporate Defined Opportunity Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Global Corporate Defined Opportunity Fund Inc. during the reporting period were $322,562 in October 31, 2019 and $701,092 in October 31, 2020.


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

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

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

Robert D. Agdern

Carol L. Colman

Daniel P. Cronin

Paolo M. Cucchi

William R. Hutchinson

Eileen A. Kamerick

Nisha Kumar

b) Not applicable

 

ITEM 6.

SCHEDULE OF INVESTMENTS.

Included herein under Item 1.

 

ITEM 7.

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

Western Asset Management Company, LLC

Proxy Voting Policies and Procedures

BACKGROUND

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


POLICY

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

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

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

 

  4.

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

 

  5.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case


  basis taking into the account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  6.

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

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering, and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

  a.

A copy of Western Asset’s policies and procedures.

 

  b.

Copies of proxy statements received regarding client securities.

 

  c.

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

 

  d.

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

 

  e.

A proxy log including:

 

  1.

Issuer name;

 

  2.

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

 

  3.

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

 

  4.

A brief identification of the matter voted on;

 

  5.

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

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

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

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest.

Issues to be reviewed include, but are not limited to:

 

  1.

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2.

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and


  3.

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

  I.

Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

  1.

Matters relating to the Board of Directors

Western Asset votes proxies for the election of the company’s nominees for directors and for board- approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a.

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d.

Votes are cast on a case-by-case basis in contested elections of directors.

 

  2.

Matters relating to Executive Compensation

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a.

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

  b.

Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

  c.

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d.

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.


  3.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

  a.

Western Asset votes for proposals relating to the authorization of additional common stock.

 

  b.

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c.

Western Asset votes for proposals authorizing share repurchase programs.

 

  4.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

  5.

Matters relating to Anti-Takeover Measures

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a.

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b.

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6.

Other Business Matters

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a.

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b.

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

  II.

Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  a.

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  b.

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

  c.

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

  III.

Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

  1.

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

  2.

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.


  IV.

Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

  1.

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

  2.

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3.

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

  4.

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

RETIREMENT ACCOUNTS

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

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


Western Asset Management Company Limited

Proxy Voting and Corporate Actions Policy

NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.

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

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

RESPONSIBILITY AND OVERSIGHT

The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

CLIENT AUTHORITY

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

PROXY GATHERING

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

PROXY VOTING

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

 

   

Proxies are reviewed to determine accounts impacted.

 

   

Impacted accounts are checked to confirm Western Asset voting authority.

 

   

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


   

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

 

   

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

 

   

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

TIMING

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

RECORDKEEPING

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

 

A copy of Western Asset’s policies and procedures.

 

 

Copies of proxy statements received regarding client securities.

 

 

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

 

 

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

 

 

A proxy log including:

 

   

Issuer name;

 

   

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

 

   

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

 

   

A brief identification of the matter voted on;

 

   

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

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

 

   

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

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

DISCLOSURE

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

CONFLICT OF INTEREST

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

 

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;


 

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

 

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

VOTING GUIDELINES

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

BOARD APPROVAL PROPOSALS

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

Matters relating to the Board of Directors – Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

 

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

 

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

 

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

 

Votes are cast on a case-by-case basis in contested elections of directors.

Matters relating to Executive Compensation – Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by- case basis on board-approved proposals relating to executive compensation, except as follows:

 

 

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

 

Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

 

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

 

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

Matters relating to Capitalization – The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board- approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

 

Western Asset votes for proposals relating to the authorization of additional common stock;

 

 

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits);

 

 

Western Asset votes for proposals authorizing share repurchase programs;

 

 

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions;

 

 

Western Asset votes these issues on a case-by-case basis on board-approved transactions;


Matters relating to Anti-Takeover Measures – Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

 

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans;

 

 

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

Other Business Matters – Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

 

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws;

 

 

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

SHAREHOLDER PROPOSALS

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

 

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans;

 

 

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals;

 

 

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

VOTING SHARES OF INVESTMENT COMPANIES

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

 

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios;

 

 

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

VOTING SHARES OF FOREIGN ISSUERS

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

 

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management;

 

 

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees;

 

 

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated;

 

 

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.


RETIREMENT ACCOUNTS

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

Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

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

CORPORATE ACTIONS

Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to any such corporate actions.


Western Asset Management Company Ltd (“WAMJ”) Proxy Voting Policies and Procedures

POLICY

As a fixed income only manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, WAMJ will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

PROCEDURE

Responsibility and Oversight

The WAMJ Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  a.

Proxies are reviewed to determine accounts impacted.

 

  b.

Impacted accounts are checked to confirm WAMJ voting authority.

 

  c.

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

 

  d.

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

 

  e.

Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt,


  depending on the best interest of each individual client, WAMJ may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

  f.

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

Timing

WAMJ personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

WAMJ maintains records of proxies. These records include:

 

  a.

A copy of WAMJ’s policies and procedures.

 

  b.

Copies of proxy statements received regarding client securities.

 

  c.

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

 

  d.

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

 

  e.

A proxy log including:

 

  1.

Issuer name;

 

  2.

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

 

  3.

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

 

  4.

A brief identification of the matter voted on;

 

  5.

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

 

  6.

Whether a vote was cast on the matter;

 

  7.

A record of how the vote was cast; and

 

  8.

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

Records are maintained in an easily accessible place for five years, the first two in WAMJ’s offices.

Disclosure

WAMJ’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

  1.

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

  2.

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

  3.

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.


Voting Guidelines

WAMJ’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

  1b.

Board Approved Proposals

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

  1.

Matters relating to the Board of Directors

WAMJ votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

  a.

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

  b.

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

  c.

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

  d.

Votes are cast on a case-by-case basis in contested elections of directors.

 

  2.

Matters relating to Executive Compensation

WAMJ generally favors compensation programs that relate executive compensation to a company’s long- term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

  a.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for stock option plans that will result in a minimal annual dilution.

 

  b.

WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

  c.

WAMJ votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

  d.

Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

  3.

Matters relating to Capitalization

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, WAMJ votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.

 

  a.

WAMJ votes for proposals relating to the authorization of additional common stock.

 

  b.

WAMJ votes for proposals to effect stock splits (excluding reverse stock splits).

 

  c.

WAMJ votes for proposals authorizing share repurchase programs.

 

  4.

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on a case-by-case basis on board-approved transactions.


  5.

Matters relating to Anti-Takeover Measures

WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

  a.

WAMJ votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

  b.

WAMJ votes on a case-by-case basis on proposals to adopt fair price provisions.

 

  6.

Other Business Matters

WAMJ votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

  a.

WAMJ votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

  b.

WAMJ votes against authorization to transact other unidentified, substantive business at the meeting.

 

  2b.

Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. WAMJ votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

  a.

WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

  b.

WAMJ votes for shareholder proposals that are consistent with WAMJ’s proxy voting guidelines for board-approved proposals.

 

  c.

WAMJ votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

  3b.

Voting Shares of Investment Companies

WAMJ may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

   

WAMJ votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

   

WAMJ votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

  4b.

Voting Shares of Foreign Issuers

In the event WAMJ is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

  1.

WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

  2.

WAMJ votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

  3.

WAMJ votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

WAMJ votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.


Western Asset Management Company Pte. Ltd. (“WAMS”)

Compliance Policies and Procedures

Proxy Voting

WAMS has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts.

While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).

In exercising its voting authority, WAMS will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.

Procedure 

Responsibility and Oversight

The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

Client Authority

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

Proxy Gathering

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

Proxy Voting

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

 

  1.

Proxies are reviewed to determine accounts impacted.

 

  2.

Impacted accounts are checked to confirm Western Asset voting authority.

 

  3.

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

 

  4.

If a material conflict of interest exists, (4.1) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (4.2) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.


  5.

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

 

  6.

Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5) and returns the voted proxy as indicated in the proxy materials.

Timing

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

Recordkeeping

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

   

A copy of Western Asset’s policies and procedures.

 

   

Copies of proxy statements received regarding client securities.

 

   

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

 

   

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

 

   

A proxy log including:

 

   

Issuer name;

 

   

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

 

   

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

 

   

A brief identification of the matter voted on;

 

   

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

 

   

Whether a vote was cast on the matter;

 

   

A record of how the vote was cast; and

 

   

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

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

Disclosure

Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

Conflicts of Interest

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

   

Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

   

Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

   

Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.


Voting Guidelines

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid the decision making process.

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers

Part 1 - Board  Approved Proposals 

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

   

Matters relating to the Board of Directors. Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

   

Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

   

Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

   

Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

   

Votes are cast on a case-by-case basis in contested elections of directors.

 

   

Matters relating to Executive Compensation. Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

   

Western Asset votes against stock option plans or proposals that permit replacing or re-pricing of underwater options.

 

   

Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

   

Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

   

Matters relating to Capitalization. The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

   

Western Asset votes for proposals relating to the authorization of additional common stock.

 

   

Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

   

Western Asset votes for proposals authorizing share repurchase programs.

 

   

Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these issues on a case-by-case basis on board-approved transactions.


   

Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

   

Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

   

Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

   

Other Business Matters. Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

   

Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

   

Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

Part 2 - Shareholder Proposals

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

 

   

Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

   

Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

   

Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

Part 3 – Voting Shares of Investment Companies

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts 1 and 2 above are voted in accordance with those guidelines.

 

   

Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

   

Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

Part 4 – Voting Shares of Foreign Issuers

In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

   

Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

   

Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

   

Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

   

Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have pre-emptive rights.


Retirement Accounts

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager. In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (1) the right to vote proxies has been reserved to a named fiduciary of the client, and (2) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.

 

ITEM 8.

INVESTMENT PROFESSIONALS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1):

 

NAME AND
ADDRESS

   LENGTH OF
TIME SERVED
  

PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS

S. Kenneth Leech

 

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2009    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014.

Michael C. Buchanan

 

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2009    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years

Christopher Kilpatrick

 

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2012    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years.


Annabel Rudebeck

 

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2017    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Ms Rudebeck joined Western Asset in 2016 as Head of Non-US Credit. Ms. Rudebeck has over 18 years of investment industry experience. Formerly Ms. Rudebeck was a Senior Partner and Head of Global Investment-Grade Credit for Rogge Global Partners and also served as a Credit Research Associate at J.P. Morgan Securities.

Chia-Liang Lian

 

Western Asset

385 East

Colorado Blvd.

Pasadena, CA

91101

   Since 2014    Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional since 2011; Prior to joining Western Asset, Mr. Lian spent approximately six years with the Pacific Investment Management Company (PIMCO), where he served as Head of Emerging Asia Portfolio Management.

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of October 31, 2020.

Other Accounts Managed by Investment Professionals

The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.


Name of PM

  

Type of Account

  

Number of
Accounts
Managed

   Total Assets
Managed
    

Number of
Accounts
Managed for
which
Advisory Fee
is
Performance-
Based

   Assets
Managed for
which Advisory
Fee is
Performance-
Based
 

S. Kenneth Leech‡

   Other Registered Investment Companies    101    $ 167.39 billion      None      None  
   Other Pooled Vehicles    223    $ 79.81 billion      10    $ 1.41 billion  
   Other Accounts    636    $ 223.07 billion      25    $ 15.18 billion  
Michael C. Buchanan‡    Other Registered Investment Companies    35    $ 19.22 billion      None      None  
   Other Pooled Vehicles    64    $ 21.18 billion      5    $ 749 million  
   Other Accounts    161    $ 73.94 billion      10    $ 6.98 billion  
Annabel Rudebeck‡    Other Registered Investment Companies    6    $ 4.54 billion      None      None  
   Other Pooled Vehicles    19    $ 4.48 billion      1    $ 100 million  
   Other Accounts    21    $ 7.46 billion      2    $ 1.32 billion  
Christopher Kilpatrick‡    Other Registered Investment Companies    9    $ 3.05 billion      None      None  
   Other Pooled Vehicles    5    $ 537 million      None      None  
   Other Accounts    None      None      None      None  
Chia-Liang Lian‡    Other Registered Investment Companies    13    $ 9.45 billion      None      None  
   Other Pooled Vehicles    33    $ 6.50 billion      4    $ 644 million  
   Other Accounts    54    $ 7.13 billion      2    $ 683 million  

 

The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech is involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. He is responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.


(a)(3): Investment Professional Compensation

Conflicts of Interest

The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.

The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.

The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

Investment Professional Compensation

With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system


assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.

In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.

Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.

(a)(4): Investment Professional Securities Ownership

The table below identifies the dollar range of securities beneficially owned by each investment professional as of October 31, 2020.

 

Portfolio Manager(s)

   Dollar
Range of
Portfolio
Securities
Beneficially
Owned

S. Kenneth Leech

   A

Michael C. Buchanan

   A

Christopher Kilpatrick

   C

Annabel Rudebeck

   A

Chia-Liang Lian

   A

 

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million


ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

 

     (a)      (b)      (c)      (d)  

Period

   Total
Number of
Shares
Purchased
     Average
Price Paid
per Share
     Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
     Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
 

November 1 through November 30

     0        0        0        1,193,764  

December 1 through December 31

     0        0        0        1,193,764  

January 1 through January 31

     0        0        0        1,193,764  

February 1 through February 29

     0        0        0        1,193,764  

March 1 through March 31

     2,114      $ 12.30        2,114        1,191,650  

April 1 through April 30

     0        0        0        1,191,650  

May 1 through May 31

     0        0        0        1,191,650  

June 1 through June 30

     0        0        0        1,191,650  

July 1 through July 31

     0        0        0        1,191,650  

August 1 through August 31

     0        0        0        1,191,650  

September 1 through September 30

     0        0        0        1,191,650  

October 1 through October 31

     0        0        0        1,191,650  

Total

     2,114      $ 12.30        2,114        1,191,650  

On March 10, 2014, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to 1,600,000 shares of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to the net asset value. The Board directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

  (a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes


  the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

  (b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

 

ITEM 13.

EXHIBITS.

(a) (1) Code of Ethics attached hereto.

Exhibit  99.CODE ETH

(a) (2)  Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.CERT

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

Exhibit 99.906CERT

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

Western Asset Global Corporate Defined Opportunity Fund Inc.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date:

  December 24, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Jane Trust

  Jane Trust
  Chief Executive Officer

Date:

  December 24, 2020
By:  

/s/ Christopher Berarducci

  Christopher Berarducci
  Principal Financial Officer

Date:

  December 24, 2020
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