UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-10603
Name of Fund: Western Asset Premier Bond Fund
Address of Principal Executive Offices:
385 East Colorado Boulevard
Pasadena, CA 91101
Name and address of agent for service:
Richard M. Wachterman, Esq.
Legg Mason Wood Walker, Incorporated
100 Light Street
Baltimore, MD 21202
Registrants telephone number, including area code: (410) 539-0000
Date of fiscal year end: December 31, 2004
Date of reporting period: June 30, 2004
Item 1 Report to Shareholders
Western Asset
Premier Bond Fund
Semi-Annual Report to Shareholders
June 30, 2004
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTS
June 30, 2004 (Unaudited)
(Amounts in Thousands)
Western Asset Premier Bond Fund
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Long-Term Securities |
143.9% | ||||||||||||
Corporate Bonds and Notes |
91.4% | ||||||||||||
Advertising |
0.2% | ||||||||||||
Vertis Inc. |
10.875% | 06/15/09 | $ | 250 | $ | 269 | |||||||
Aerospace/Defense |
3.0% | ||||||||||||
Armor Holdings, Inc. |
8.250% | 08/15/13 | 220 | 235 | |||||||||
Esterline Technologies Corporation |
7.750% | 06/15/13 | 250 | 257 | |||||||||
Northrop Grumman Corporation |
7.750% | 02/15/31 | 1,000 | 1,163 | |||||||||
Raytheon Company |
6.750% | 08/15/07 | 1,000 | 1,083 | N | ||||||||
Raytheon Company |
7.200% | 08/15/27 | 1,000 | 1,088 | |||||||||
Systems 2001 Asset Trust |
6.664% | 09/15/13 | 295 | 318 | A | ||||||||
TD Funding Corp. |
8.375% | 07/15/11 | 200 | 203 | |||||||||
The Boeing Company |
6.125% | 02/15/33 | 600 | 585 | |||||||||
4,932 | |||||||||||||
Apparel |
0.6% | ||||||||||||
Oxford Industries, Inc. |
8.875% | 06/01/11 | 500 | 527 | A | ||||||||
Russell Corporation |
9.250% | 05/01/10 | 500 | 531 | |||||||||
1,058 | |||||||||||||
Auto Parts and Equipment |
0.7% | ||||||||||||
Keystone Automotive Operations Inc. |
9.750% | 11/01/13 | 380 | 407 | A | ||||||||
TRW Automotive |
11.000% | 02/15/13 | 101 | 119 | |||||||||
TRW Automotive |
9.375% | 02/15/13 | 285 | 321 | |||||||||
Tenneco Automotive Inc. |
10.250% | 07/15/13 | 230 | 260 | |||||||||
1,107 | |||||||||||||
Automotive |
3.9% | ||||||||||||
Asbury Automotive Group Inc. |
9.000% | 06/15/12 | 405 | 413 | |||||||||
DaimlerChrysler NA Holdings Corporation |
7.300% | 01/15/12 | 1,000 | 1,091 | |||||||||
DaimlerChrysler NA Holdings Corporation |
8.500% | 01/18/31 | 1,000 | 1,149 | |||||||||
Ford Motor Company |
7.450% | 07/16/31 | 2,700 | 2,574 | |||||||||
General Motors Corporation |
8.375% | 07/15/33 | 1,175 | 1,244 | |||||||||
6,471 | |||||||||||||
Banking and Finance |
5.0% | ||||||||||||
Boeing Capital Corporation |
6.500% | 02/15/12 | 1,000 | 1,078 | |||||||||
Boeing Capital Corporation |
5.800% | 01/15/13 | 400 | 412 | |||||||||
Ford Motor Credit Company |
6.875% | 02/01/06 | 500 | 524 | |||||||||
Ford Motor Credit Company |
7.250% | 10/25/11 | 1,700 | 1,775 | |||||||||
Fuji JGB Inv LLC |
9.870% | 06/30/08 | 790 | 894 | A,B |
1
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Banking and FinanceContinued |
|||||||||||||
General Motors Acceptance Corporation |
6.125% | 02/01/07 | $ | 500 | $ | 522 | |||||||
General Motors Acceptance Corporation |
7.000% | 02/01/12 | 1,500 | 1,542 | |||||||||
Household Finance Corporation |
4.750% | 07/15/13 | 1,670 | 1,575 | |||||||||
8,322 | |||||||||||||
Banks |
1.0% | ||||||||||||
Bank One Corporation |
5.250% | 01/30/13 | 1,300 | 1,279 | |||||||||
Washington Mutual Bank FA |
5.500% | 01/15/13 | 440 | 440 | |||||||||
1,719 | |||||||||||||
Building Materials |
0.8% | ||||||||||||
Associated Materials Inc. |
11.250% | 03/01/14 | 490 | 328 | A,B | ||||||||
MMI Products, Inc. |
11.250% | 04/15/07 | 160 | 154 | |||||||||
Nortek Holdings, Inc. |
10.000% | 05/15/11 | 370 | 296 | A,B | ||||||||
Nortek Holdings, Inc. |
9.875% | 06/15/11 | 500 | 570 | |||||||||
1,348 | |||||||||||||
Cable |
2.4% | ||||||||||||
Charter Communication Holdings, Inc. |
10.250% | 09/15/10 | 432 | 436 | |||||||||
Charter Communication Holdings, LLC |
9.625% | 11/15/09 | 440 | 356 | |||||||||
Charter Communication Holdings, LLC |
8.000% | 04/30/12 | 370 | 358 | A | ||||||||
Comcast Cable Communications, Inc. |
6.750% | 01/30/11 | 500 | 540 | |||||||||
Comcast Corporation |
6.500% | 01/15/15 | 400 | 415 | |||||||||
Comcast Corporation |
7.050% | 03/15/33 | 1,000 | 1,036 | |||||||||
CSC Holdings Inc. |
6.750% | 04/15/12 | 250 | 240 | A | ||||||||
CSC Holdings Inc. |
7.625% | 07/15/18 | 253 | 236 | |||||||||
LodgeNet Entertainment Corporation |
9.500% | 06/15/13 | 321 | 350 | |||||||||
3,967 | |||||||||||||
Chemicals |
2.5% | ||||||||||||
Equistar Chemicals LP |
10.125% | 09/01/08 | 108 | 118 | |||||||||
Equistar Chemicals LP |
10.625% | 05/01/11 | 174 | 193 | |||||||||
FMC Corporation |
10.250% | 11/01/09 | 203 | 233 | |||||||||
Huntsman International LLC |
9.875% | 03/01/09 | 80 | 87 | |||||||||
Huntsman International LLC |
10.125% | 07/01/09 | 250 | 255 | |||||||||
IMC Global Inc. |
11.250% | 06/01/11 | 142 | 164 | |||||||||
Nalco Company |
8.875% | 11/15/13 | 160 | 168 | A | ||||||||
The Dow Chemical Company |
6.000% | 10/01/12 | 2,500 | 2,583 | |||||||||
Westlake Chemical Corporation |
8.750% | 07/15/11 | 298 | 323 | |||||||||
4,124 | |||||||||||||
2
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Coal |
0.3% | ||||||||||||
Alpha Natural Resources Corp. |
10.000% | 06/01/12 | $ | 320 | $ | 334 | A | ||||||
Peabody Energy Corporation |
5.875% | 04/15/16 | 130 | 118 | |||||||||
452 | |||||||||||||
Computer Services and Systems |
1.0% | ||||||||||||
Electronic Data Systems Corporation |
7.125% | 10/15/09 | 700 | 733 | |||||||||
Electronic Data Systems Corporation |
7.450% | 10/15/29 | 500 | 491 | |||||||||
International Business Machines Corporation |
4.750% | 11/29/12 | 240 | 235 | |||||||||
Viasystems, Inc. |
10.500% | 01/15/11 | 260 | 273 | A | ||||||||
1,732 | |||||||||||||
Consumer Cyclical |
0.2% | ||||||||||||
Equinox Holdings Inc. |
9.000% | 12/15/09 | 250 | 249 | A | ||||||||
Containers and Packaging |
0.1% | ||||||||||||
Owens-Brockway Glass Container Inc. |
8.750% | 11/15/12 | 220 | 238 | |||||||||
Construction Machinery |
0.2% | ||||||||||||
H&E Equipment Services LLC |
11.125% | 06/15/12 | 360 | 365 | |||||||||
Diversified Financial Services |
2.8% | ||||||||||||
CIT Group Inc. |
7.750% | 04/02/12 | 1,600 | 1,825 | |||||||||
Citigroup Inc. |
6.625% | 06/15/32 | 1,000 | 1,036 | |||||||||
General Electric Capital Corporation |
4.250% | 01/15/08 | 740 | 749 | |||||||||
General Electric Capital Corporation |
6.000% | 06/15/12 | 700 | 739 | |||||||||
General Electric Capital Corporation |
5.450% | 01/15/13 | 250 | 253 | |||||||||
4,602 | |||||||||||||
Diversified Services |
1.4% | ||||||||||||
Loews Corporation |
3.125% | 09/15/07 | 2,500 | 2,391 | C | ||||||||
Drug & Grocery Store Chains |
0.3% | ||||||||||||
Safeway Inc. |
5.800% | 08/15/12 | 500 | 504 | |||||||||
Electric |
7.9% | ||||||||||||
American Electric Power Company, Inc. |
6.125% | 05/15/06 | 750 | 787 | |||||||||
Dominion Resources, Inc. |
5.700% | 09/17/12 | 770 | 783 | |||||||||
Duke Energy Corporation |
6.250% | 01/15/12 | 250 | 260 | |||||||||
Exelon Generation Company LLC |
6.950% | 06/15/11 | 2,000 | 2,190 | |||||||||
FirstEnergy Corp. |
5.500% | 11/15/06 | 750 | 776 | |||||||||
FirstEnergy Corp. |
6.450% | 11/15/11 | 610 | 632 |
3
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
ElectricContinued |
|||||||||||||
FirstEnergy Corp. |
7.375% | 11/15/31 | $ | 1,790 | $ | 1,866 | |||||||
MidAmerican Energy Holdings Company |
5.875% | 10/01/12 | 250 | 254 | |||||||||
Niagra Mohawk Power Corporation |
7.750% | 10/01/08 | 1,500 | 1,688 | |||||||||
Oncor Electric Delivery Company |
7.000% | 09/01/22 | 250 | 268 | |||||||||
Orion Power Holdings, Inc. |
12.000% | 05/01/10 | 500 | 610 | |||||||||
Progress Energy, Inc. |
7.100% | 03/01/11 | 250 | 274 | |||||||||
Progress Energy, Inc. |
6.850% | 04/15/12 | 750 | 811 | |||||||||
The AES Corporation |
9.500% | 06/01/09 | 97 | 104 | |||||||||
The AES Corporation |
9.000% | 05/15/15 | 500 | 535 | A | ||||||||
The Cleveland Electric Illuminating Company |
5.650% | 12/15/13 | 1,250 | 1,216 | A | ||||||||
13,054 | |||||||||||||
Energy |
0.7% | ||||||||||||
Calpine Corporation |
8.500% | 02/15/11 | 422 | 275 | |||||||||
Calpine Generation Co. |
11.500% | 04/01/11 | 380 | 334 | A | ||||||||
Midwest Generation LLC |
8.750% | 05/01/34 | 255 | 258 | A | ||||||||
Nevada Power Company |
6.500% | 04/15/12 | 290 | 276 | A | ||||||||
1,143 | |||||||||||||
Entertainment |
0.1% | ||||||||||||
Cinemark, Inc. |
9.750% | 03/15/14 | 330 | 215 | A,B | ||||||||
Environmental Services |
1.4% | ||||||||||||
Allied Waste North America Incorporated |
7.375% | 04/15/14 | 140 | 136 | A | ||||||||
Waste Management, Inc. |
7.375% | 05/15/29 | 2,000 | 2,167 | |||||||||
Waste Management, Inc. |
7.750% | 05/15/32 | 40 | 46 | |||||||||
2,349 | |||||||||||||
Food, Beverage and Tobacco |
3.3% | ||||||||||||
Altria Group, Inc. |
7.000% | 11/04/13 | 250 | 255 | |||||||||
Altria Group, Inc. |
7.750% | 01/15/27 | 1,000 | 1,022 | N | ||||||||
Kraft Foods Inc. |
5.250% | 10/01/13 | 400 | 390 | |||||||||
Nabisco Incorporated |
7.550% | 06/15/15 | 1,500 | 1,723 | |||||||||
R.J. Reynolds Tobacco Holdings, Inc. |
7.750% | 05/15/06 | 2,000 | 2,080 | |||||||||
5,470 | |||||||||||||
Funeral Services |
0.1% | ||||||||||||
Alderwoods Group, Inc. |
12.250% | 01/02/09 | 120 | 132 | |||||||||
4
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Gaming |
1.7% | ||||||||||||
Ameristar Casinos, Inc. |
10.750% | 02/15/09 | $ | 500 | $ | 570 | |||||||
Herbst Gaming, Inc. |
8.125% | 06/01/12 | 180 | 183 | A | ||||||||
Inn of The Mountain Gods |
12.000% | 11/15/10 | 400 | 444 | A | ||||||||
Isle of Capri Casinos, Inc. |
9.000% | 03/15/12 | 250 | 269 | |||||||||
MGM MIRAGE |
8.500% | 09/15/10 | 280 | 302 | |||||||||
Pinnacle Entertainment, Inc. |
9.250% | 02/15/07 | 250 | 256 | |||||||||
Premier Entertainment Biloxi LLC |
10.750% | 02/01/12 | 187 | 196 | A | ||||||||
Station Casinos, Inc. |
6.875% | 03/01/16 | 120 | 116 | |||||||||
Wynn Las Vegas, LLC |
12.000% | 11/01/10 | 335 | 401 | |||||||||
2,737 | |||||||||||||
Gas and Pipeline Utilities |
4.4% | ||||||||||||
Duke Energy Field Services Corporation LLC |
7.875% | 08/16/10 | 750 | 855 | |||||||||
Dynegy Holdings Inc. |
8.750% | 02/15/12 | 1,500 | 1,425 | |||||||||
Kinder Morgan, Inc. |
6.650% | 03/01/05 | 1,000 | 1,028 | |||||||||
Kinder Morgan Energy Partners, L.P. |
7.125% | 03/15/12 | 500 | 550 | |||||||||
Pacific Energy Partners LP/Pacific Energy Finance Corp. |
7.125% | 06/15/14 | 140 | 142 | A | ||||||||
Panhandle Eastern Pipe Line Company |
4.800% | 08/15/08 | 400 | 399 | |||||||||
Texas Eastern Transmission |
5.250% | 07/15/07 | 750 | 774 | |||||||||
The Williams Companies, Inc. |
7.500% | 01/15/31 | 902 | 816 | |||||||||
The Williams Companies, Inc. |
8.750% | 03/15/32 | 1,200 | 1,200 | |||||||||
7,189 | |||||||||||||
Healthcare |
0.5% | ||||||||||||
Fresenius Medical Care Capital Trust II |
7.875% | 02/01/08 | 250 | 264 | |||||||||
Tenet Healthcare Corporation |
9.875% | 07/01/14 | 503 | 512 | A | ||||||||
776 | |||||||||||||
Home Building |
0.6% | ||||||||||||
Atrium Companies, Inc. |
10.500% | 05/01/09 | 500 | 524 | |||||||||
Schuler Homes, Inc. |
9.375% | 07/15/09 | 500 | 549 | |||||||||
1,073 | |||||||||||||
Investment Banking/Brokerage |
3.6% | ||||||||||||
Credit Suisse First Boston, USA |
6.500% | 01/15/12 | 1,125 | 1,209 | |||||||||
J.P. Morgan Chase & Co. |
6.625% | 03/15/12 | 1,750 | 1,892 | |||||||||
Morgan Stanley Dean Witter & Co. |
6.600% | 04/01/12 | 1,500 | 1,615 | |||||||||
The Goldman Sachs Group, Inc. |
6.600% | 01/15/12 | 1,200 | 1,291 | |||||||||
6,007 | |||||||||||||
5
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Machinery |
1.0% | ||||||||||||
Case New Holland Incorporated |
9.250% | 08/01/11 | $ | 380 | $ | 399 | A | ||||||
Joy Global Inc. |
8.750% | 03/15/12 | 330 | 370 | |||||||||
NMHG Holdings Co. |
10.000% | 05/15/09 | 295 | 324 | |||||||||
Terex Corporation |
10.375% | 04/01/11 | 500 | 557 | |||||||||
1,650 | |||||||||||||
Manufacturing (Diversified) |
2.2% | ||||||||||||
American Achievement Corp. |
8.250% | 04/01/12 | 200 | 203 | A | ||||||||
Ames True Temper Inc. |
10.000% | 07/15/12 | 370 | 371 | A | ||||||||
Eastman Kodak Co. |
7.250% | 11/15/13 | 850 | 864 | |||||||||
Interface, Inc. |
10.375% | 02/01/10 | 250 | 279 | |||||||||
Jacuzzi Brands, Incorporated |
9.625% | 07/01/10 | 395 | 423 | |||||||||
Koppers Inc. |
9.875% | 10/15/13 | 380 | 416 | |||||||||
Leiner Health Products Inc. |
11.000% | 06/01/12 | 210 | 217 | A | ||||||||
Norcraft Companies, L.P. |
9.000% | 11/01/11 | 320 | 338 | A | ||||||||
Rayovac Corporation |
8.500% | 10/01/13 | 220 | 231 | |||||||||
Samsonite Corporation |
8.875% | 06/01/11 | 210 | 217 | A | ||||||||
3,559 | |||||||||||||
Materials and Basic Industry |
0.1% | ||||||||||||
Hexcel Corporation |
9.875% | 10/01/08 | 169 | 185 | |||||||||
Media |
3.5% | ||||||||||||
AOL Time Warner Inc. |
6.150% | 05/01/07 | 250 | 265 | |||||||||
AOL Time Warner Inc. |
6.875% | 05/01/12 | 1,400 | 1,513 | |||||||||
AOL Time Warner Inc. |
7.700% | 05/01/32 | 1,150 | 1,256 | |||||||||
Liberty Media Corporation |
3.020% | 09/17/06 | 200 | 204 | H | ||||||||
Liberty Media Corporation |
3.750% | 02/15/30 | 1,860 | 1,216 | C | ||||||||
News America Holdings Incorporated |
6.625% | 01/09/08 | 300 | 324 | |||||||||
News America Holdings Incorporated |
8.875% | 04/26/23 | 400 | 500 | |||||||||
Paxson Communications Corporation |
10.750% | 07/15/08 | 500 | 507 | |||||||||
5,785 | |||||||||||||
Medical Care Facilities |
2.0% | ||||||||||||
AmeriPath, Inc. |
10.500% | 04/01/13 | 250 | 253 | |||||||||
Ardent Health Services |
10.000% | 08/15/13 | 280 | 300 | |||||||||
Extendicare Health Services, Inc. |
9.500% | 07/01/10 | 500 | 555 | |||||||||
Extendicare Health Services, Inc. |
6.875% | 05/01/14 | 260 | 244 | A | ||||||||
HCA Inc. |
5.750% | 03/15/14 | 1,675 | 1,592 | |||||||||
Vanguard Health Systems, Inc. |
9.750% | 08/01/11 | 250 | 271 | |||||||||
3,215 | |||||||||||||
6
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Metals and Mining |
0.5% | ||||||||||||
Alcoa Inc. |
5.375% | 01/15/13 | $ | 750 | $ | 757 | |||||||
Office Equipment |
0.1% | ||||||||||||
Xerox Corporation |
7.625% | 06/15/13 | 130 | 133 | |||||||||
Oil and Gas |
7.8% | ||||||||||||
Amerada Hess Corporation |
7.300% | 08/15/31 | 1,700 | 1,726 | |||||||||
Anadarko Finance Company |
6.750% | 05/01/11 | 750 | 825 | |||||||||
Anadarko Finance Company |
7.500% | 05/01/31 | 1,000 | 1,139 | |||||||||
ConocoPhillips |
4.750% | 10/15/12 | 1,000 | 977 | |||||||||
Devon Energy Corporation |
7.950% | 04/15/32 | 1,000 | 1,155 | |||||||||
Devon Finance Corp. ULC |
6.875% | 09/30/11 | 2,000 | 2,177 | |||||||||
El Paso CPG Co. |
6.375% | 02/01/09 | 333 | 291 | |||||||||
El Paso CPG Co. |
7.750% | 06/15/10 | 1,496 | 1,350 | |||||||||
El Paso Corporation |
7.625% | 07/15/11 | 500 | 446 | |||||||||
Evergreen Resources, Inc. |
5.875% | 03/15/12 | 270 | 273 | A | ||||||||
Ferrellgas Partners LP |
8.750% | 06/15/12 | 40 | 43 | |||||||||
Ferrellgas Partners LP |
6.750% | 05/01/14 | 130 | 125 | A | ||||||||
Hanover Compressor Company |
8.625% | 12/15/10 | 170 | 176 | |||||||||
Occidental Petroleum Corporation |
6.750% | 01/15/12 | 500 | 551 | |||||||||
Parker Drilling Company |
10.125% | 11/15/09 | 250 | 264 | |||||||||
Plains Exploration & Production Company |
7.125% | 06/15/14 | 190 | 193 | A | ||||||||
Suburban Propane Partners LP |
6.875% | 12/15/13 | 200 | 193 | |||||||||
Valero Energy Corporation |
7.500% | 04/15/32 | 400 | 445 | |||||||||
Vintage Petroleum, Inc. |
7.875% | 05/15/11 | 500 | 512 | |||||||||
12,861 | |||||||||||||
Paper and Forest Products |
3.1% | ||||||||||||
Georgia-Pacific Corp. |
9.500% | 12/01/11 | 240 | 282 | |||||||||
Georgia-Pacific Corp. |
9.375% | 02/01/13 | 240 | 275 | |||||||||
Georgia-Pacific Corp. |
8.875% | 05/15/31 | 262 | 280 | |||||||||
MeadWestvaco Corporation |
6.850% | 04/01/12 | 500 | 536 | |||||||||
Potlatch Corporation |
10.000% | 07/15/11 | 500 | 555 | |||||||||
Weyerhaeuser Company |
6.750% | 03/15/12 | 1,900 | 2,058 | |||||||||
Weyerhaeuser Company |
7.375% | 03/15/32 | 1,000 | 1,087 | |||||||||
5,073 | |||||||||||||
7
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
Publishing |
0.4% | ||||||||||||
Dex Media East LLC |
9.875% | 11/15/09 | $ | 250 | $ | 281 | |||||||
Dex Media East LLC |
12.125% | 11/15/12 | 187 | 218 | |||||||||
PRIMEDIA Inc. |
6.615% | 05/15/10 | 150 | 152 | A,H | ||||||||
651 | |||||||||||||
Rental Auto/Equipment |
0.2% | ||||||||||||
NationsRent Inc. |
9.500% | 10/15/10 | 110 | 117 | A | ||||||||
United Rentals North America Inc. |
7.000% | 02/15/14 | 159 | 142 | |||||||||
259 | |||||||||||||
Retail |
0.6% | ||||||||||||
Hollywood Entertainment Corporation |
9.625% | 03/15/11 | 375 | 431 | |||||||||
JC Penney Company Inc. |
7.125% | 11/15/23 | 260 | 266 | |||||||||
Stater Bros. Holdings Inc. |
5.060% | 06/15/10 | 170 | 173 | A,H | ||||||||
Toys R Us, Inc. |
7.875% | 04/15/13 | 140 | 141 | |||||||||
1,011 | |||||||||||||
Retail (Food Chains) |
0.2% | ||||||||||||
Dominos Inc. |
8.250% | 07/01/11 | 381 | 404 | |||||||||
Special Purpose |
1.3% | ||||||||||||
Air 2 U.S. Series A |
8.027% | 10/01/19 | 305 | 265 | A | ||||||||
Huntsman Advanced Materials LLC |
11.000% | 07/15/10 | 90 | 101 | A | ||||||||
Milacron Escrow Corp. |
11.500% | 05/15/11 | 290 | 289 | A | ||||||||
River Rock Entertainment |
9.750% | 11/01/11 | 230 | 251 | A | ||||||||
Sensus Metering Systems |
8.625% | 12/15/13 | 240 | 230 | A | ||||||||
UGS Corp. |
10.000% | 06/01/12 | 240 | 256 | A | ||||||||
UCAR Finance Inc. |
10.250% | 02/15/12 | 500 | 556 | |||||||||
WII Components, Inc. |
10.000% | 02/15/12 | 250 | 245 | A | ||||||||
2,193 | |||||||||||||
Storage Facilities |
0.2% | ||||||||||||
Mobile Mini, Inc. |
9.500% | 07/01/13 | 319 | 349 | |||||||||
Telecommunications |
7.6% | ||||||||||||
Alamosa Delaware Inc. |
11.000% | 07/31/10 | 319 | 348 | |||||||||
AT&T Corp. |
8.050% | 11/15/11 | 2,000 | 2,053 | |||||||||
BellSouth Corporation |
6.000% | 10/15/11 | 1,000 | 1,051 | |||||||||
Cincinnati Bell Inc. |
7.250% | 07/15/13 | 129 | 121 | |||||||||
Cincinnati Bell Inc. |
8.375% | 01/15/14 | 150 | 134 | |||||||||
Citizens Communications Company |
8.500% | 05/15/06 | 250 | 266 |
8
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
TelecommunicationsContinued |
|||||||||||||
EchoStar DBS Corporation |
10.375% | 10/01/07 | $ | 210 | $ | 224 | |||||||
EchoStar DBS Corporation |
9.125% | 01/15/09 | 110 | 121 | |||||||||
GTE Hawaiian Telephone Company, Incorporated |
7.000% | 02/01/06 | 80 | 82 | |||||||||
GTE Hawaiian Telephone Company, Incorporated |
7.375% | 09/01/06 | 60 | 61 | |||||||||
Insight Midwest LP/Insight Capital Inc. |
10.500% | 11/01/10 | 470 | 512 | A | ||||||||
PanAmSat Corporation |
8.500% | 02/01/12 | 131 | 149 | |||||||||
Qwest Capital Funding, Inc. |
7.750% | 02/15/31 | 1,000 | 785 | |||||||||
Qwest Communications International Inc. |
7.250% | 02/15/11 | 500 | 466 | A | ||||||||
Qwest Corporation |
9.125% | 03/15/12 | 490 | 529 | A | ||||||||
Qwest Services Corp. |
13.500% | 12/15/10 | 650 | 756 | A | ||||||||
SBC Communications Inc. |
6.250% | 03/15/11 | 1,000 | 1,064 | N | ||||||||
Sprint Capital Corporation |
6.000% | 01/15/07 | 1,500 | 1,571 | |||||||||
Sprint Capital Corporation |
8.375% | 03/15/12 | 1,450 | 1,667 | |||||||||
TCI Communications, Inc. |
9.650% | 03/31/27 | 500 | 588 | |||||||||
12,548 | |||||||||||||
Telecommunications (Cellular/Wireless) |
2.3% | ||||||||||||
AT&T Wireless Services, Inc. |
7.500% | 05/01/07 | 500 | 548 | |||||||||
AT&T Wireless Services, Inc. |
8.125% | 05/01/12 | 500 | 578 | |||||||||
Centennial Communications Corporation |
8.125% | 02/01/14 | 390 | 362 | A | ||||||||
Cingular Wireless LLC |
6.500% | 12/15/11 | 250 | 267 | |||||||||
Motorola, Inc. |
7.625% | 11/15/10 | 400 | 450 | |||||||||
Nextel Communications, Inc. |
5.250% | 01/15/10 | 290 | 282 | C | ||||||||
Nextel Communications, Inc. |
7.375% | 08/01/15 | 260 | 263 | |||||||||
Rural Cellular Corporation |
8.250% | 03/15/12 | 200 | 204 | A | ||||||||
SBA Communications Corp. |
9.750% | 12/15/11 | 420 | 311 | B | ||||||||
US Unwired Inc. |
10.000% | 06/15/12 | 210 | 212 | A | ||||||||
Verizon Wireless Capital LLC |
5.375% | 12/15/06 | 250 | 261 | |||||||||
3,738 | |||||||||||||
Transportation |
7.6% | ||||||||||||
Continental Airlines, Inc. |
7.373% | 12/15/15 | 111 | 89 | |||||||||
Continental Airlines, Inc. |
8.048% | 11/01/20 | 810 | 792 | |||||||||
Delta Airlines, Inc. |
6.718% | 01/02/23 | 3,328 | 3,428 | |||||||||
Horizon Lines, LLC |
9.000% | 11/01/12 | 190 | 190 | A | ||||||||
Kansas City Southern Railway |
9.500% | 10/01/08 | 275 | 299 | |||||||||
Union Pacific Corporation |
6.125% | 01/15/12 | 2,000 | 2,106 | N | ||||||||
United Air Lines, Inc. |
7.783% | 01/01/14 | 643 | 530 | |||||||||
US Airways, Inc. Escrow |
0.000% | 01/01/07 | 1,900 | 0 | D | ||||||||
US Airways, Inc. Series 89A2 |
9.820% | 01/01/13 | 470 | 138 | K |
9
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Corporate Bonds and NotesContinued |
|||||||||||||
TransportationContinued |
|||||||||||||
US Airways, Inc. Series 93A3 |
10.375% | 03/01/13 | $ | 236 | $ | 69 | K | ||||||
US Airways, Inc. Series 98-1 |
6.850% | 01/30/18 | 656 | 594 | |||||||||
US Airways, Inc. Series 99-1 |
8.360% | 01/20/19 | 4,583 | 4,339 | |||||||||
12,574 | |||||||||||||
Total Corporate Bonds and Notes |
150,940 | ||||||||||||
Asset-Backed Securities |
9.3% | ||||||||||||
Fixed Rate Securities |
9.2% | ||||||||||||
ACE 2002-M Trust |
0.000% | 10/13/17 | 312 | 6 | D | ||||||||
Banagricola DPR Funding |
2.289% | 03/15/10 | 2,397 | 2,391 | A,H | ||||||||
Captiva CBO 1997-1 Ltd. |
6.860% | 11/30/09 | 583 | 583 | A | ||||||||
Conseco Finance Securitizations Corp. 2002-1 |
6.681% | 12/01/32 | 1,855 | 1,901 | |||||||||
Conseco Recreational Enthusiast Consumer Trust 2000-A |
8.480% | 11/15/20 | 1,500 | 1,537 | |||||||||
Contimortgage Home Equity Loan Trust 1997-4 |
7.330% | 10/15/28 | 797 | 438 | |||||||||
Contimortgage Home Equity Loan Trust 1998-3 |
8.250% | 10/15/29 | 2,000 | 1,240 | |||||||||
Green Tree Financial Corporation 1992-2 |
9.150% | 01/15/18 | 1,140 | 1,023 | |||||||||
Green Tree Financial Corporation 1993-1 |
8.450% | 04/15/18 | 1,250 | 1,199 | |||||||||
Green Tree Financial Corporation 1999-4 |
6.970% | 05/01/31 | 1,176 | 1,217 | |||||||||
Pegasus Aviation Lease Securitization 2000-1 |
8.370% | 03/25/30 | 1,300 | 820 | A | ||||||||
Saxson Asset Securities Trust 2000-2 |
8.370% | 07/25/30 | 2,000 | 2,056 | |||||||||
Vanderbilt Mortgage Finance 1997-B |
8.155% | 10/07/26 | 750 | 759 | |||||||||
15,170 | |||||||||||||
Floating Rate Securities |
N.M. | ||||||||||||
Korea Asset Funding Ltd. 2000-1A |
3.200% | 02/10/09 | 52 | 52 | A,G,H | ||||||||
Stripped Securities |
0.1% | ||||||||||||
Bayview Financial Acquisition Trust 2002-FA |
5.500% | 06/25/05 | 6,000 | 210 | A,E | ||||||||
Total Asset-Backed Securities |
15,432 | ||||||||||||
Mortgage-Backed Securities |
4.6% | ||||||||||||
Fixed Rate Securities |
3.8% | ||||||||||||
Asset Securization Corporation 1996-D2 |
6.920% | 02/14/29 | 545 | 567 | |||||||||
Commercial Mortgage Acceptance Corporation 1997-ML1 |
6.570% | 12/15/30 | 1,250 | 1,339 | |||||||||
Commercial Mortgage Acceptance Corporation 1997-ML1 |
6.735% | 12/15/30 | 1,690 | 1,808 |
10
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Mortgage-Backed SecuritiesContinued |
|||||||||||||
Fixed Rate SecuritiesContinued |
|||||||||||||
Enterprise Mortgage Acceptance Company 1998-1 |
6.110% | 01/15/25 | $ | 184 | $ | 182 | A | ||||||
Enterprise Mortgage Acceptance Company 1999-1 |
6.420% | 10/15/25 | 449 | 193 | A | ||||||||
GMAC Commercial Mortgage Security Inc. 1998-C1 |
6.700% | 05/15/30 | 631 | 684 | |||||||||
GMAC Commercial Mortgage Security Inc. 1998-C1 |
6.974% | 05/15/30 | 1,000 | 1,052 | |||||||||
Nomura Asset Securities Corporation 1996-MD5 |
7.120% | 04/13/39 | 520 | 550 | |||||||||
6,375 | |||||||||||||
Floating Rate Securities |
0.7% | ||||||||||||
Blackrock Capital Finance LP 1997-R2 |
5.875% | 12/25/35 | 1,587 | 1,091 | A | ||||||||
Stripped Securities |
0.1% | ||||||||||||
LB-UBS Commercial Mortgage Trust 2001-C3 |
1.214% | 06/15/36 | 3,213 | 167 | A,E | ||||||||
Total Mortgage-Backed Securities |
7,633 | ||||||||||||
U.S. Government Securities |
6.5% | ||||||||||||
Indexed Securities |
6.1% | ||||||||||||
United States Treasury Inflation-Protected Security |
1.875% | 07/15/13 | 10,000 | 10,111 | F,I,O | ||||||||
Fixed Rate Securities |
0.4% | ||||||||||||
United States Treasury Notes |
4.250% | 08/15/13 | 550 | 537 | |||||||||
Total U.S. Government Securities |
10,648 | ||||||||||||
Yankee BondsG |
32.0% | ||||||||||||
Cable |
0.1% | ||||||||||||
Kabel Deutschland GmbH |
10.625% | 07/01/14 | 220 | 226A | |||||||||
Chemicals |
0.3% | ||||||||||||
Rhodia SA |
10.250% | 06/01/10 | 150 | 151 | A | ||||||||
Rhodia SA |
8.875% | 06/01/11 | 494 | 417 | A | ||||||||
568 | |||||||||||||
Electric |
1.1% | ||||||||||||
Hydro-Quebec |
6.300% | 05/11/11 | 1,700 | 1,851 | N | ||||||||
Energy |
1.3% | ||||||||||||
Calpine Canada Power Ltd. |
8.500% | 05/01/08 | 500 | 330 | |||||||||
North America Energy Partners |
8.750% | 12/01/11 | 240 | 238 | A | ||||||||
Petroliam Nasional Berhad |
7.750% | 08/15/15 | 1,410 | 1,600 | A | ||||||||
2,168 | |||||||||||||
11
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Yankee BondsGContinued |
|||||||||||||
Environmental Services |
0.2% | ||||||||||||
Capital Environmental Resource, Inc. |
9.500% | 04/15/14 | $ | 270 | $ | 277 | A | ||||||
Food, Beverage and Tobacco |
1.0% | ||||||||||||
Bavaria S.A. |
8.875% | 11/01/10 | 1,550 | 1,596 | A | ||||||||
Foreign Governments |
18.1% | ||||||||||||
Dominican Republic |
9.500% | 09/27/06 | 370 | 259 | A | ||||||||
Federative Republic of Brazil |
14.500% | 10/15/09 | 2,120 | 2,470 | |||||||||
Federative Republic of Brazil |
12.000% | 04/15/10 | 800 | 852 | |||||||||
Federative Republic of Brazil |
2.125% | 04/15/12 | 565 | 472 | H | ||||||||
Federative Republic of Brazil |
8.000% | 04/15/14 | 1,794 | 1,637 | |||||||||
Federative Republic of Brazil |
12.750% | 01/15/20 | 280 | 298 | |||||||||
Federative Republic of Brazil |
11.000% | 08/17/40 | 750 | 707 | |||||||||
Morocco A Loan Participation Note |
2.031% | 01/01/09 | 286 | 280 | H | ||||||||
Republic of Bulgaria |
8.250% | 01/15/15 | 2,823 | 3,282 | A | ||||||||
Republic of Colombia |
11.750% | 02/25/20 | 2,090 | 2,283 | |||||||||
Republic of Ecuador |
12.000% | 11/15/12 | 265 | 235 | A | ||||||||
Republic of Ecuador |
7.000% | 08/15/30 | 360 | 247 | A,B | ||||||||
Republic of Honduras |
1.124% | 10/01/11 | 250 | 243 | H | ||||||||
Republic of Panama |
9.625% | 02/08/11 | 1,420 | 1,573 | |||||||||
Republic of Panama |
10.750% | 05/15/20 | 1,020 | 1,142 | |||||||||
Republic of Panama |
9.375% | 01/16/23 | 340 | 347 | |||||||||
Republic of Peru |
9.125% | 02/21/12 | 200 | 205 | |||||||||
Republic of Peru |
5.000% | 03/07/17 | 3,003 | 2,598 | B | ||||||||
Republic of Peru |
8.750% | 11/21/33 | 520 | 457 | |||||||||
Republic of Philippines |
9.875% | 01/15/19 | 560 | 557 | |||||||||
Russian Federation |
8.250% | 03/31/10 | 330 | 358 | |||||||||
Russian Federation |
5.000% | 03/31/30 | 6,170 | 5,638 | B | ||||||||
Russian Ministry of Finance |
3.000% | 05/14/06 | 10 | 10 | |||||||||
United Mexican States |
11.500% | 05/15/26 | 2,700 | 3,785 | |||||||||
29,935 | |||||||||||||
Insurance |
0.8% | ||||||||||||
Residential Reinsurance LTD |
6.210% | 06/01/05 | 300 | 303 | A,H | ||||||||
XL Capital Finance (Europe) plc |
6.500% | 01/15/12 | 1,000 | 1,070 | |||||||||
1,373 | |||||||||||||
Manufacturing (Diversified) |
2.3% | ||||||||||||
Tyco International Group SA |
6.375% | 10/15/11 | 1,000 | 1,064 | |||||||||
Tyco International Group SA |
6.875% | 01/15/29 | 2,615 | 2,738 | |||||||||
3,802 | |||||||||||||
12
% OF NET ASSETS |
RATE | MATURITY DATE |
PAR | VALUE | |||||||||
Yankee BondsContinued |
|||||||||||||
Oil and Gas |
0.3% | ||||||||||||
Gaz Capital SA |
8.625% | 04/28/34 | $ | 290 | $ | 281 | A | ||||||
Western Oil Sands Inc. |
8.375% | 05/01/12 | 130 | 141 | |||||||||
422 | |||||||||||||
Paper and Forest Products |
0.1% | ||||||||||||
Abitibi-Consolidated Inc. |
8.550% | 08/01/10 | 130 | 137 | |||||||||
Abitibi-Consolidated Inc. |
5.020% | 06/15/11 | 90 | 90 | A,H | ||||||||
227 | |||||||||||||
Services |
0.3% | ||||||||||||
Compagnie Generale de Geophysique SA |
10.625% | 11/15/07 | 500 | 532 | |||||||||
Special Purpose |
4.0% | ||||||||||||
Arcel Finance Limited |
5.984% | 02/01/09 | 1,121 | 1,162 | A | ||||||||
Burlington Resources Finance |
7.400% | 12/01/31 | 450 | 512 | |||||||||
Deutsche Telekom International Finance |
5.250% | 07/22/13 | 600 | 584 | |||||||||
Eircom Funding |
8.250% | 08/15/13 | 80 | 83 | |||||||||
Inmarsat Finance PLC |
7.625% | 06/30/12 | 250 | 242 | A | ||||||||
MDP Acquisitions PLC |
9.625% | 10/01/12 | 220 | 241 | |||||||||
Petrozuata Finance, Inc. |
8.220% | 04/01/17 | 3,380 | 3,177 | A | ||||||||
UFJ Finance Aruba AEC |
6.750% | 07/15/13 | 500 | 517 | |||||||||
6,518 | |||||||||||||
Telecommunications |
0.9% | ||||||||||||
Axtel SA |
11.000% | 12/15/13 | 340 | 322 | A | ||||||||
France Telecom SA |
9.500% | 03/01/31 | 600 | 753 | |||||||||
Innova S. de R.L. |
9.375% | 09/19/13 | 320 | 335 | |||||||||
Nortel Networks LTD |
6.125% | 02/15/06 | 120 | 121 | |||||||||
1,531 | |||||||||||||
Telecommunications (Cellular/Wireless) |
0.2% | ||||||||||||
Vodaphone Group PLC |
7.750% | 02/15/10 | 250 | 287 | |||||||||
Transportation |
1.0% | ||||||||||||
Canadian Pacific Railway |
6.250% | 10/15/11 | 1,000 | 1,074 | |||||||||
Grupo Transportacion Ferroviaria |
11.750% | 06/15/09 | 350 | 341 | B | ||||||||
OMI Corporation |
7.625% | 12/01/13 | 190 | 186 | |||||||||
1,601 | |||||||||||||
Total Yankee Bonds |
52,914 |
13
Semi-Annual Report to Shareholders
SCHEDULE OF INVESTMENTSContinued
Western Asset Premier Bond FundContinued
% OF NET ASSETS |
PAR | VALUE | ||||||
Preferred Stocks |
0.1% | |||||||
Rural Cellular Corporation |
0.111 shs | $ | 94 | L | ||||
Total Preferred Stocks |
94 | |||||||
Common Stocks |
N.M. | |||||||
US Airways, Inc. |
1 shs | 2M | ||||||
Total Common Stocks |
2 | |||||||
Warrants |
N.M. | |||||||
American Tower |
0.251 wts | 47 | ||||||
Total Warrants |
47 | |||||||
Total Investments |
143.9% | 237,710 | ||||||
Other Assets Less Liabilities |
(0.3%) | (554 | ) | |||||
Liquidation Value of Preferred Shares |
(43.6%) | (72,000 | ) | |||||
Net Assets Applicable to Common Shareholders |
100.0% | $ | 165,156 | |||||
EXPIRATION | ACTUAL CONTRACTS |
APPRECIATION | |||||
Futures Contracts PurchasedJ |
|||||||
U.S. Treasury Bond Futures |
Sept 2004 | 50 | $ | 99 | |||
U.S. Treasury Bond Futures |
Sept 2004 | 25 | 51 | ||||
$150 | |||||||
A | Rule 144a Security A security purchased pursuant to Rule 144a under the Securities Act of 1933 which may not be resold subject to that rule except to qualified institutional buyers. These securities represent 22.1% of net assets applicable to common shareholders. |
B | Stepped-coupon Security A security with a predetermined schedule of interest or dividend rate changes at which time it begins to accrue interest or pay dividends. |
C | Convertible Bond Bond may be converted into the issuers common stock. |
D | Zero-coupon Bond A bond with no periodic interest payments which is sold at such a discount as to produce a current yield to maturity. |
E | Stripped Security Security with interest-only payment streams. For interest-only securities, the amount shown as principal is the notional balance used to calculate the amount of the interest due. |
F | Treasury Inflation Protected Security Treasury security whose principal value is adjusted daily in accordance with changes to the Consumer Price Index (CPI). Interest is calculated on the basis of the current adjusted principal value. |
G | Yankee Bond A dollar-denominated bond issued in the U.S. by foreign entities. |
H | Floating Rate Security The rate of interest on this type of security is tied to the London Interbank Offer Rate (LIBOR). The coupon rate is as of June 30, 2004. |
I | Securities, or portions thereof, held as collateral for reverse repurchase agreements. |
J | Futures are described in more detail in the Notes to Financial Statements. |
K | Bond in default as of June 30, 2004. |
L | Pay-in-kind Security Dividend income is paid with additional shares instead of receiving cash. |
M | Non-income producing security. |
N | Collateral to cover futures. |
O | Securities, or portion thereof, held as collateral for reverse repurchase agreements. |
N.M.Not meaningful
See notes to financial statements.
14
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2004 (Unaudited)
(Amounts in Thousands)
Western Asset Premier Bond Fund
Assets: |
|||
Investments, at value (cost$229,497) |
$237,710 | ||
Cash |
718 | ||
Interest and dividends receivable |
4,328 | ||
Receivable for securities sold |
364 | ||
Variation margin receivable for futures contracts |
54 | ||
Total assets |
243,174 | ||
Liabilities: |
|||
Reverse repurchase agreements and interest payable |
5,044 | ||
Payable for securities purchased |
476 | ||
Dividends to shareholders |
219 | ||
Investment management and administrative fees payable |
106 | ||
Accrued expenses and other liabilities |
173 | ||
Total liabilities |
6,018 | ||
Preferred shares: |
|||
$25 liquidation value per share applicable to 3 shares authorized and outstanding, |
72,000 | ||
Net Assets Applicable to Common Shareholders |
$165,156 | ||
Composition of Net Assets Applicable to Common Shareholders: |
|||
Common shares, no par value, unlimited number of shares authorized, 11,386 shares |
161,349 | ||
Under/(over) distributed net investment income |
448 | ||
Accumulated net realized gain/(loss) on investments, options and futures |
(5,004 | ) | |
Net unrealized appreciation/(depreciation) on investments, options and futures |
8,363 | ||
Net Assets Applicable to Common Shareholders |
$165,156 | ||
Net asset value per common share: |
|||
($165,156 ÷ 11,386 common shares issued and outstanding) |
$14.51 | ||
See notes to financial statements.
15
Semi-Annual Report to Shareholders
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2004 (Unaudited)
(Amounts in Thousands)
Western Asset Premier Bond Fund
Investment Income: |
||||
Interest |
$ | 8,219 | ||
Dividends |
13 | |||
Total investment income |
8,232 | |||
Expenses: |
||||
Advisory and administration fees |
655 | |||
Preferred shares auction agent fees |
95 | |||
Audit and legal fees |
63 | |||
Custodian fees |
42 | |||
Reports to shareholders |
35 | |||
Registration fees |
20 | |||
Transfer agent and shareholder servicing fee |
13 | |||
Preferred shares rating agency fees |
10 | |||
Trustees fees |
10 | |||
Other expenses |
17 | |||
Total expenses |
960 | |||
Net Investment Income |
7,272 | |||
Net Realized and Unrealized Gain/(Loss) on Investments: |
||||
Realized gain/(loss) on: |
||||
Investments |
1,912 | |||
Futures |
570 | |||
2,482 | ||||
Change in unrealized gain/(loss) on investments, options and futures |
(8,882 | ) | ||
Net realized and unrealized gain/(loss) on investments, options and futures |
(6,400 | ) | ||
Change in net assets resulting from operations |
872 | |||
Dividends to Preferred Shareholders from Net Investment Income |
(442 | ) | ||
Net Increase in Net Assets Applicable to Common Shareholders Resulting from Operations |
$ | 430 | ||
See notes to financial statements.
16
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
(Amounts in Thousands)
Western Asset Premier Bond Fund
FOR THE SIX MONTHS ENDED JUNE 30, 2004 |
FOR THE YEAR ENDED DECEMBER 31, 2003 |
|||||||
(UNAUDITED) | ||||||||
Change in Net Assets Applicable to Common Shareholders: |
||||||||
Net investment income |
$ | 7,272 | $ | 14,794 | ||||
Net realized gain/(loss) on investments, options and futures |
2,482 | (3,109 | ) | |||||
Change in unrealized gain/(loss) on investments, options and futures |
(8,882 | ) | 20,102 | |||||
Change in net assets resulting from operations |
872 | 31,787 | ||||||
Dividends to Preferred Shareholders from net investment income |
(442 | ) | (906 | ) | ||||
Change in Net Assets Applicable to Common Shareholders Resulting from Operations |
430 | 30,881 | ||||||
Distributions to Common Shareholders: |
||||||||
From net investment income |
(6,036 | ) | (14,716 | ) | ||||
Capital Transactions: |
||||||||
Offering costs from preferred shares issuance |
| (166 | ) | |||||
Reinvestment of dividends resulting in the issuance of common shares |
990 | 3,159 | ||||||
990 | 2,993 | |||||||
Net change in net assets applicable to common shareholders |
(4,616 | ) | 19,158 | |||||
Net Assets: |
||||||||
Beginning of period |
169,772 | 150,614 | ||||||
End of period |
$ | 165,156 | $ | 169,772 | ||||
Under/(over) distributed net investment income |
$ | 448 | $ | (346 | ) | |||
See notes to financial statements.
17
Semi-Annual Report to Shareholders
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a common share outstanding throughout each period shown, total investment return, ratios to average net assets and other supplemental data. This information has been derived from information in the financial statements.
FOR THE SIX MONTHS ENDED JUNE 30, 2004 |
FOR THE YEAR ENDED DECEMBER 31, 2003 |
FOR THE PERIOD ENDED DECEMBER 31, 2002* |
||||||||||
(UNAUDITED) | ||||||||||||
Investment Operations: |
||||||||||||
Net asset value per common share, beginning of period |
$ | 15.00 | $ | 13.57 | $ | 14.32 | (1) | |||||
Net investment income(2) |
0.64 | 1.32 | 1.02 | |||||||||
Net realized and unrealized gain/(loss) on investments, options and futures |
(0.56 | ) | 1.51 | (0.63 | ) | |||||||
Dividends to Preferred Shareholders |
(0.04 | ) | (0.08 | ) | (0.03 | ) | ||||||
Total from investment operations applicable to Common Shareholders |
0.04 | 2.75 | 0.36 | |||||||||
Dividends to Common Shareholders: |
||||||||||||
From net investment income |
(0.53 | ) | (1.31 | ) | (0.97 | ) | ||||||
Offering costs charged to paid in capital |
0.00 | (0.01 | ) | (0.14 | ) | |||||||
Net asset value per common share, end of period(3) |
$ | 14.51 | $ | 15.00 | $ | 13.57 | ||||||
Market value, end of period(3) |
$ | 13.86 | $ | 15.85 | $ | 14.45 | ||||||
Total Investment Return Based on:(4) |
||||||||||||
Market Value |
(9.36 | )%(7) | 21.56 | % | 1.98 | %(7) | ||||||
Net Asset Value |
0.26 | %(7) | 20.81 | % | 1.87 | %(7) | ||||||
Ratio to Average Net Assets Applicable to Common Shareholders /Supplementary Data: |
||||||||||||
Net assets applicable to common shareholders, end of period (in thousands) |
$ | 165,156 | $ | 169,772 | $ | 150,614 | ||||||
Expenses |
1.15 | %(6) | 1.24 | % | 1.55 | %(6) | ||||||
Expenses, excluding interest expense |
1.15 | %(6) | 1.24 | % | 1.07 | %(6) | ||||||
Net investment income(5) |
8.17 | %(6) | 8.55 | % | 9.37 | %(6) | ||||||
Portfolio turnover rate |
18 | %(7) | 38 | % | 111 | % | ||||||
Asset Coverage on preferred shares per $1,000, end of period |
$ | 3,377 | $ | 3,384 | $ | 3,141 | ||||||
(1) | Net sales load of $0.68 on initial shares issued. |
(2) | Based on average shares outstanding. |
(3) | Net asset value and market value are published in The Wall Street Journal each Monday. |
(4) | Total investment return is calculated assuming a purchase of common shares on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Funds dividend reinvestment plan. Total investment return is not annualized for periods of less than one year. Brokerage commissions are not reflected. |
(5) | Ratios are calculated on the basis of income and expenses applicable to both the common and preferred shares relative to the average net assets of common shareholders. Ratios of net investment income before preferred share dividends to average net assets of common shareholders is 8.70%, 9.11% and 9.66%, respectively. |
(6) | Annualized. |
(7) | Not annualized. |
* | March 28, 2002 (commencement of operations). |
See notes to financial statements.
18
(Amounts in Thousands) (Unaudited)
1. Significant Accounting Policies:
Western Asset Premier Bond Fund (the Fund) is registered under the Investment Company Act of 1940 as a diversified, closed-end management investment company. The Fund commenced investment operations on March 28, 2002.
The Funds investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds. The Fund currently seeks to achieve its investment objective by investing substantially all of its assets in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities. The ability of the issuers of the securities held by the Fund to meet their obligations might be affected by economic developments in a specific state, industry or region.
Preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.
Security Valuation
Securities owned by the Fund for which market quotations are readily available are valued at current market value. Securities for which market quotations are not readily available are fair valued by the Board of Trustees or the Funds Valuation Committee pursuant to procedures adopted by the Board. In determining fair value, the Board of Trustees or the Funds Valuation Committee consider all relevant qualitative and quantitative information available. The factors are subject to change over time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
Where a security is traded on more than one market, which may include foreign markets, the securities are generally valued on the market considered by the Funds adviser to be the primary market. The Fund will value its foreign securities in U.S. dollars on the basis of the then-prevailing exchange rates.
Security Transactions
Security transactions are recorded on the trade date. Realized gains and losses from security transactions are reported on an identified cost basis for both financial reporting and federal income tax purposes.
Purchases and sales of investment securities (excluding short-term investments, U.S. government and U.S. government agency securities) aggregated $58,598 and $40,921, respectively for the six months ended June 30, 2004. There were purchases of $586 and sales of $587 of U.S. government and government agency obligations for the six months ended June 30, 2004.
Foreign Currency Transactions
Assets and liabilities initially expressed in terms of non-U.S. currencies are translated into U.S. dollars using currency exchange rates determined at the close of the London Exchange, generally 11:00 AM EST. Purchases and sales of securities and income and expenses are translated into U.S. dollars at the prevailing market rates on the dates of such transactions. The effects of changes in non-U.S. currency exchange rates on investment securities and other assets and liabilities are included with the net realized and unrealized gain or loss on investment securities.
Repurchase Agreements
The Fund may engage in repurchase agreements. Under the terms of a typical repurchase agreement, the Fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Funds holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Funds holding period. The value of the collateral is at all times equal to at least the total amount of the repurchase obligation, including interest. In the event of a counterparty default, the
19
Semi-Annual Report to Shareholders
NOTES TO FINANCIAL STATEMENTSContinued
Fund has the right to use the collateral to satisfy the terms of the repurchase agreement. However, there could be a potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the collateral securities during the period while the Fund seeks to assert its rights. The Funds investment adviser reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Fund enters into repurchase agreements to evaluate potential risks.
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreements. Under the terms of a typical reverse repurchase agreement, the Fund sells an underlying debt obligation subject to an obligation to repurchase the security from the buyer at an agreed-upon price and time, thereby determining the yield during the buyers holding period. A reverse repurchase agreement involves the risk, among others, that the market value of the securities the Fund has sold and is obligated to repurchase exceed the cash collateral retained by the Fund. In the event the buyer of the securities under a repurchase agreement files for bankruptcy or becomes insolvent, the Funds use of the proceeds of the agreement may be restricted pending a determination by the party, or its trustee or receiver, whether to enforce the Funds obligation to repurchase the securities. At the time the Fund enters into a reverse repurchase agreement, it will segregate, on it books, liquid assets having a value at least equal to the repurchase price or take other actions permitted by law to cover its obligations. For the six months ended June 30, 2004, the average amount of the reverse repurchase agreements outstanding was $5,044 and the daily weighted interest was 1.25%.
Options, Futures and Swap Agreements
The current market value of a traded option is the last sale price or, in the absence of a sale, the mean between the closing bid and asked price. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Futures contracts are marked-to-market on a daily basis. As a contracts value fluctuates, payments known as variation margin are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. The daily changes in contract value are recorded as unrealized gains or losses, and the Fund recognizes a gain or loss when the contract is closed. Swap agreements are priced daily based upon quotations from brokers and the change, if any, is recorded as unrealized appreciation or depreciation.
Investment Income and Distributions to Common Shareholders
Dividend income and distributions are recorded on the ex-dividend date. Dividends from net investment income are declared and paid monthly to common shareholders. Net capital gain distributions are declared and paid after the end of the tax year in which the gain is realized. Distributions are determined in accordance with federal income tax regulations, which may differ from those determined in accordance with accounting principles generally accepted in the United States of America; accordingly, periodic reclassifications are made within the Funds capital accounts to reflect income and gains available for distribution under federal income tax regulations. Interest income and expenses are recorded on the accrual basis. Bond discounts and premiums are amortized and included in interest income for financial reporting purposes and federal income tax purposes.
Short Sales
The Fund may sell a security it does not own in anticipation of a decline in the market price of that security. The Fund must then borrow the security sold short and deliver it to the dealer that brokered the short sale. A gain, limited to the price at which the security was sold short, or a loss, potentially unlimited in size, will be recognized upon the termination of the short sale. With respect to each short sale, the Fund must segregate collateral consisting of cash or liquid securities with a value at least equal to the current market value of the shorted securities, marked-to-market daily or take other actions permitted by law to cover its obligations. Dividend expenses and fees paid to brokers to borrow securities in connection with short sales are considered part of the cost of short sale transactions. The Fund had no open short sales at June 30, 2004.
2. Federal Income Taxes:
No provision for federal income or excise taxes is required since the Fund intends to continue to qualify as a regulated investment company and distribute all of its taxable income and capital gains to its shareholders. Because federal income tax regulations differ from accounting principles generally accepted in the United States, income and capital gains distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of the distributions and composition of net assets for tax purposes differ from those reflected in the accompanying financial statements.
20
The Fund intends to retain realized capital gains that may be offset against available capital loss carryforwards for federal income tax purposes. As of June 30, 2004, the Fund had a net capital loss carryforward of $7,204, of which $5,139 expires in the year 2010 and $2,065 expires in the year 2011.
3. Financial Instruments:
Forward Foreign Currency Exchange Contracts
As part of its investment program, the Fund may utilize forward currency exchange contracts. Forward foreign exchange contracts are marked-to-market daily using forward foreign currency exchange rates supplied by an independent pricing service. The change in the contracts market value is recorded by the Fund as an unrealized gain or loss. When a contract is closed or delivery is taken, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the Funds securities, but it does establish a rate of exchange that can be achieved in the future. These forward foreign currency exchange contracts involve market risk in excess of amounts reflected in the financial statements. Although forward foreign currency exchange contracts used for hedging purposes limit the risk of loss due to the decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Fund could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. The Fund had no outstanding forward foreign exchange contracts as of June 30, 2004.
Options and Futures
As part of its investment program, the Fund may utilize options and futures. Options may be written (sold) or purchased by the Fund. When the Fund purchases a put or call option, the premium paid is recorded as an investment and its value is marked-to-market daily. When the Fund writes a put or call option, an amount equal to the premium received by the fund is recorded as a liability and its value is marked-to-market daily.
When options, whether written or purchased, expire, are exercised or are closed (by entering into a closing purchase or sale transaction), the Fund realizes a gain or loss as described in the chart below:
Purchased option: | Impact on the Fund: | |
The option expires | Realize a loss in the amount of the cost of the option. | |
The option is closed through a closing sale transaction | Realize a gain or loss depending on whether the proceeds from the closing sale transaction are greater or less than the cost of the option. | |
The Fund exercises a call option | The cost of the security purchased through the exercise of the option will be increased by the premium originally paid to purchase the option. | |
The Fund exercises a put option | Realize a gain or loss from the sale of the underlying security. The proceeds of that sale will be reduced by the premium originally paid to purchase the put option. | |
Written option: | Impact on the Fund: | |
The option expires | Realize a gain equal to the amount of the premium received. | |
The option is closed through a closing purchase transaction | Realize a gain or loss without regard to any unrealized gain or loss on the underlying security and eliminate the option liability. The Fund will realize a loss in this transaction if the cost of the closing purchase exceeds the premium received when the option was written. | |
A written call option is exercised by the option purchaser. | Realize a gain or loss from the sale of the underlying security. The proceeds of that sale will be increased by the premium originally received when the option was written. | |
A written put option is exercised by the option purchaser | The amount of the premium originally received will reduce the cost of the security that the Fund purchased when the option was exercised. |
21
Semi-Annual Report to Shareholders
NOTES TO FINANCIAL STATEMENTSContinued
The risk associated with purchasing options is limited to the premium originally paid. Options written by the Fund involve, to varying degrees, risk of loss in excess of the option value reflected in the schedule of investments. The risk in writing a covered call option is that the Fund may forgo the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. In addition, there is a risk the Fund may not be able to enter into a closing transaction because of an illiquid secondary market, or, for over-the-counter options, because of the counterpartys inability or unwillingness to perform.
Upon entering into a futures contract, the Fund is required to deposit with the broker cash or cash equivalents equal to a certain percentage of the contract amount. This is known as the initial margin. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. The daily changes in contract value are recorded as unrealized gains or losses and the Fund recognizes a realized gain or loss when the contract is closed. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded.
The Fund enters into futures contracts in connection with its interest rate management strategy, or for other purposes. Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. The change in the value of the futures contract primarily corresponds with the value of their underlying instruments, which may not correlate with changes in interest rates (if applicable). In addition, there is a risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
The open long futures positions and related appreciation or depreciation at June 30, 2004, are listed at the end of the Funds schedule of investments.
Swap Agreements
The use of swaps involves risks that are different from those associated with ordinary portfolio securities transactions. Swap agreements may be considered to be illiquid. Although the Fund will not enter into any swap agreements unless the adviser believes that the other party to the transaction is creditworthy, the Fund does bear the risk of loss of the amount expected to be received under a swap agreement in the event of default or bankruptcy of the agreement counterparty. The Fund may invest in different types of swap agreements. The Fund had no open swap agreements at June 30, 2004.
4. Common Shares:
Of the shares of common stock outstanding at June 30, 2004, Western Asset Management Co. owned 8,489 shares (share amounts are not in thousands).
5. Preferred Shares (amounts are not in thousands):
There are 2,880 shares of Auction Market Preferred Shares (Preferred Shares) authorized. The Preferred Shares have rights as set forth in the Funds Agreement and Declaration of Trust, as amended to date, and its Bylaws, as amended to date (the Bylaws), or as otherwise determined by the Trustees. The 2,880 Preferred Shares outstanding consist of two series, 1,440 shares of Series M and 1,440 shares of Series W. The Preferred Shares have a liquidation value of $25,000 per share, plus any accumulated but unpaid dividends whether or not earned or declared.
Dividends on the Series M and Series W Preferred Shares are cumulative and are paid at a rate typically reset every seven and twenty-eight days, respectively, based on the results of an auction. Dividend rates ranged from 1.05% to 1.40% from December 31, 2003 to June 30, 2004. Under the Investment Company Act of 1940, the Fund may not declare dividends or make other distributions on common shares or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Shares would be less than 200%.
The Preferred Shares are redeemable at the option of the Fund, in whole or in part, on the second business day preceding any dividend payment date at $25,000 per share plus any accumulated but unpaid dividends. The Preferred Shares are also subject to mandatory redemption at $25,000 per share plus any accumulated but unpaid dividends, whether or not earned or declared, if certain requirements relating to the composition of the assets and liabilities of the Fund as set forth in the Bylaws are not satisfied.
22
Preferred shareholders, who are entitled to one vote per Preferred Share, generally vote as a single class with the common shareholders, but will vote separately as a class (and, in certain circumstances, vote separately by series) with respect to certain matters set forth in the Bylaws. The preferred shareholders are entitled to elect two Trustees of the Fund.
6. Securities Loaned:
The Fund may lend its securities to approved brokers to earn additional income and will receive cash and U.S. government securities as collateral against the loans. Cash collateral received is invested in a money market pooled account by the Funds lending agent. Collateral is maintained over the life of the loan in an amount not less than 100% of the value of the loaned securities. As of June 30, 2004, there were no securities on loan.
7. Transactions with Affiliates and Certain Other Parties:
The Fund has an Investment Management Agreement with Western Asset Management Company (Western Asset). Pursuant to the terms of the management agreement, the Fund pays Western Asset an annual fee, payable monthly, in an amount equal to 0.55% of the average weekly value of the Funds total managed assets. Pursuant to a portfolio management agreement between Western Asset and Western Asset Management Company Limited (WAML), Western Asset pays a portion of the fees it receives from the Fund to WAML at an annual rate of 0.425% of the average weekly value of the Funds total managed assets that WAML manages. Western Asset and WAML are wholly owned subsidiaries of Legg Mason, Inc.
Under the terms of the Administration Agreement among the Fund, Western Asset and Princeton Administrators, L.P. (the Administrator), Western Asset pays the Administrator, a monthly fee at an annual rate of 0.125% of the Funds average weekly total managed assets, subject to a monthly minimum fee of $12,500 (not in thousands).
8. Trustee Compensation (dollar amounts are not in thousands):
Each Independent Trustee receives an aggregate fee of $40,000 annually for serving on the combined Board of Directors/Trustees of the Fund, Western Asset Funds, Inc. and Pacific American Income Shares, Inc. (the Combined Board). Each Trustee also receives a fee of $5,000 and related expenses for each meeting of the Board attended in-person and a fee of $2,500 for participating in each telephonic meeting. The Chairman of the Board and the Chairman of the Audit Committee each receive an additional $10,000 per year for serving in such capacities. Audit Committee members receive a fee of $5,000. Other committee members receive $2,500. Committee members also receive a fee of $2,500 for participating in each telephonic committee meeting. All such fees are allocated among the Fund, Western Asset Funds, Inc. and Pacific American Income Shares, Inc. according to each such investment companys average net assets.
9. Shareholder Meeting Results:
The Funds annual meeting of shareholders was held on May 4, 2004. Of the 11,355 common shares outstanding, the following shares were voted in the meeting:
For |
Against |
Withheld | ||||
Election of Class I Trustee: Anita L. DeFrantz |
10,545 | | 4 |
Of the 3 preferred shares outstanding, the following shares were voted in the meeting:
For |
Against |
|||||
Election of Class I Trustee: Anita L. DeFrantz |
2 | | ||||
William G. McGogh |
2 | |
Of both the common and preferred shares outstanding, the following shares were voted in the meeting:
For |
Against |
Withheld | ||||
Amendment to the Funds Amended and Restated Agreement And Declaration of Trust in order to Declassify the Board of Trustees |
10,544 | 3 | 5 |
For |
Against |
Withheld | ||||
Amendment to the Funds Amended and Restated Agreement and Declaration of Trust Relating to a Trustees standard of care and right to indemnification in connection with his or her service to the Fund |
10,544 | 3 | 5 |
23
Semi-Annual Report to Shareholders
Dividend Reinvestment Plan
Western Asset Premier Bond Fund (WEA or Fund) and EquiServe Trust Company N.A. (Agent), as the Transfer Agent and Registrar of WEA, offer a convenient way to add shares of WEA to your account. WEA offers to all common shareholders a Dividend Reinvestment Plan (Plan). Under the Plan, cash distributions (e.g., dividends and capital gains) on the common shares are automatically invested in shares of WEA unless the shareholder elects otherwise.
As a participant in the Dividend Reinvestment Plan, you will automatically receive your dividend or net capital gains distribution in newly issued shares of WEA, if the market price of the shares on the date of the distribution is at or above the net asset value (NAV) of the shares, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market. The number of shares to be issued to you will be determined by dividing the amount of the cash distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the NAV per share on such date or 95% of the market price of a share on such date. If the market price of a share on such distribution date is below the NAV, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market, the Agent will, as agent for the participants, buy shares of WEA through a broker on the open market. All common shares acquired on your behalf through the Plan will be automatically credited to an account maintained on the books of the Agent.
Additional Information Regarding the Plan
WEA will pay all costs applicable to the Plan, with the exceptions noted below. Brokerage commissions for open market purchases by the Agent under the Plan will be charged to participants. All shares acquired through the Plan receive voting rights and are eligible for any stock split, stock dividend, or other rights accruing to shareholders that the Board of Trustees may declare.
You may terminate participation in the Plan at any time by giving written notice to the Agent. Such termination shall be effective prior to the record date next succeeding the receipt of such instructions or by a later date of termination specified in such instructions. Upon termination, a participant may request a certificate for the full shares credited to his or her account or may request the sale of all or part of such shares. Fractional shares credited to a terminating account will be paid for in cash at the current market price at the time of termination.
Dividends and other distributions invested in additional shares under the Plan are subject to income tax just as if they had been received in cash. After year end, dividends paid on the accumulated shares will be included in the Form 1099-DIV information return to the Internal Revenue Service (IRS) and only one Form 1099-DIV will be sent to participants each year.
Inquiries regarding the Plan, as well as notices of termination, should be directed to EquiServe Trust Company, N.A., P.O. Box 43011, Providence, Rhode Island 02940-3011Investor Relations telephone number (866) 290-4386.
Proxy Voting Policies and Procedures
You may request a free description of the policies and procedures that the Fund uses to determine how proxies relating to the Funds portfolio securities are voted by calling 1-626-844-9528 or by writing to the Fund, or obtain a copy of these policies and procedures (and other information relating to the Fund) from the Securities and Exchange Commissions web site (http://www.sec.gov).
24
Western Asset Premier Bond Fund
Board of Trustees
William C. McGagh, * Chairman
Ronald J. Arnault
John E. Bryson *
Anita L. DeFrantz
William E. B. Siart *
Louis A. Simpson
* Member of Executive Committee
Member of Audit Committee
Investment Advisers
Western Asset Management Company
385 East Colorado Boulevard
Pasadena, California 91101
Western Asset Management Company Limited
155 Bishopgate
London, England EC2N3TY
Custodian
State Street Bank & Trust Company
P.O. Box 1031
Boston, Massachusetts 02103
Officers
James W. Hirschmann III
President
Ilene S. Harker
Vice President
S. Kenneth Leech
Vice President
Marie K. Karpinski
Treasurer and Principal Financial and Accounting Officer
Erin K. Morris
Assistant Treasurer
Lisa G. Mrozek
Secretary
Transfer and Shareholder Servicing Agent
EquiServe Trust Company, N.A.
P.O. Box 43011
Providence, RI 02940-3011
Counsel
Ropes & Gray LLP
45 Rockefeller Plaza
New York, New York 10111
Independent Accountants
PricewaterhouseCoopers LLP
250 West Pratt Street
Baltimore, Maryland 21201
In accordance with Section 23(c) of the Investment Company Act of 1940, the Fund hereby gives notice that it may, from time to time, repurchase its shares in the open market at the option of the Board of Trustees and on such terms as the Board of Trustees shall determine.
Item 2 Code of Ethics
Not applicable for semi-annual reports.
Item 3 Audit Committee Financial Expert
Not applicable for semi-annual reports.
Item 4 Principal Accountant Fees and Services
Not applicable for semi-annual reports.
1
Item 5 Audit Committee of Listed Registrants
Not applicable for semi-annual reports.
Item 6 Schedule of Investments
The schedule of investments in securities of unaffiliated issuers is included in the semi-annual report.
Item 7 Disclosure of Proxy Voting Policies and Procedures
Not applicable for semi-annual reports.
Item 8 Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers
Not applicable.
Item 9 Submission of Matters to a Vote of Security Holders
The Governance and Nominating Committee will accept recommendations for nominees to the Registrants Board of Directors from shareholders. Shareholders may forward recommendations the Registrants Secretary at 385 East Colorado Boulevard, Pasadena, California 91101, Attn: Secretary. The Governance and Nominating Committee has approved the following procedures for shareholders to submit nominees to the Registrant,s Board of Directors:
Procedures for Shareholders to Submit Nominee Candidates
(As of February 10, 2004)
A Fund shareholder must follow the following procedures in order to properly submit a nominee recommendation for the Committees consideration.
1. | The shareholder must submit any such recommendation (a Shareholder Recommendation) in writing to the Fund, to the attention of the Secretary, at the address of the principal executive offices of the Fund. |
2. | The Shareholder Recommendation must be delivered to or mailed and received at the principal executive offices of the Fund not less than one hundred and twenty (120) calendar days nor more than one hundred and thirty-five (135) calendar days prior to the date of the Board or shareholder meeting at which the nominee would be elected. |
3. | The Shareholder Recommendation must include: (i) a statement in writing setting forth (A) the name, age, date of birth, business address, residence address and nationality of the person recommended by the shareholder (the candidate); (B) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate, as reported to such shareholder by the candidate; (C) any other information regarding the candidate called for with respect to director/trustee nominees by paragraphs (a), (d), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of 1934, as amended (the Exchange Act), adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation or rule subsequently adopted by |
2
the Securities and Exchange Commission or any successor agency applicable to the Fund); (D) any other information regarding the candidate that would be required to be disclosed if the candidate were a nominee in a proxy statement or other filing required to be made in connection with solicitation of proxies for election of trustees or directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (E) whether the recommending shareholder believes that the candidate is or will be an interested person of the Fund (as defined in the Investment Company Act of 1940, as amended) and, if not an interested person, information regarding the candidate that will be sufficient for the Fund to make such determination; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a director/trustee if elected; (iii) the recommending shareholders name as it appears on the Funds books; (iv) the class or series and number of all shares of the Fund owned beneficially and of record by the recommending shareholder; and (v) a description of all arrangements or understandings between the recommending shareholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made by the recommending shareholder. In addition, the Committee may require the candidate to furnish such other information as it may reasonably require or deem necessary to determine the eligibility of such candidate to serve on the Board.
Item 10 Controls and Procedures
(a) | The registrants principal executive and principal financial officers have concluded, based on their evaluation of the Registrants disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrants disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrants management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. |
(b) | There were no changes in the registrants internal control over financial reporting during the registrants last fiscal half-year that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting. |
Item 11 Exhibits
(a) File the exhibits listed below as part of this Form. | ||
(a)(1) Not applicable for semi-annual reports. | ||
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 is attached hereto. | ||
(a)(3) Not applicable. | ||
(b) Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 is attached hereto. |
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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, thereunto duly authorized.
Western Asset Premier Bond Fund
| ||
By: |
/s/ James W. Hirschmann | |
James W. Hirschmann | ||
President | ||
Western Asset Premier Bond Fund |
Date: 8/24/04
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/ James W. Hirschmann | |
James W. Hirschmann | ||
President | ||
Western Asset Premier Bond Fund |
Date: 8/24/04
By: |
/s/ Marie K. Karpinski | |
Marie K. Karpinski | ||
Treasurer and Principal Financial and Accounting Officer | ||
Western Asset Premier Bond Fund |
Date: 8/24/04
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