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

811-21337

 

Western Asset Global High Income Fund Inc.

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY

 

10041

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place, 4th Fl.

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(800) 451-2010

 

 

Date of fiscal year end:

May 31,

 

 

Date of reporting period:

May 31, 2008

 

 



 

ITEM 1. REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 



 

 

 

 

 

 

 

ANNUAL REPORT / MAY 31, 2008

 

 

 

 

 

Western Asset

 

 

Global High Income

 

 

Fund Inc.

 

 

(EHI)

 

 

 

 

 

Managed by  WESTERN ASSET

 

 

 

 

 

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

 

 


 

Fund objective

 

The Fund’s primary investment objective is high current income. The Fund’s secondary investment objective is total return.

 

 

What’s inside

 

Letter from the chairman

 

I

 

 

 

Fund overview

 

1

 

 

 

Fund at a glance

 

6

 

 

 

Schedule of investments

 

7

 

 

 

Statement of assets and liabilities

 

26

 

 

 

Statement of operations

 

27

 

 

 

Statements of changes in net assets

 

28

 

 

 

Statement of cash flows

 

29

 

 

 

Financial highlights

 

30

 

 

 

Notes to financial statements

 

31

 

 

 

Report of independent registered public accounting firm

 

43

 

 

 

Additional information

 

44

 

 

 

Annual chief executive officer and chief financial officer certifications

 

50

 

 

 

Dividend reinvestment plan

 

51

 

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc.

 


 

Letter from the chairman

 

 

Dear Shareholder,

 

The U.S. economy weakened significantly during the 12-month reporting period ended May 31, 2008. Second quarter 2007 U.S. gross domestic product (“GDP”)i growth was 3.8% and third quarter 2007 GDP growth was 4.9%, its strongest showing in four years. However, continued weakness in the housing market, an ongoing credit crunch and soaring oil and food prices then took their toll on the economy. During the fourth quarter of 2007, GDP growth was 0.6%. The U.S. Commerce Department then reported that first quarter 2008 GDP growth was a modest 1.0%. While it was once debated whether or not the U.S. would fall into a recession, it is now looking more likely that the U.S. could experience a mild recession. Even areas of the economy that had once been fairly resilient have begun to falter, including the job market. The U.S. Department of Labor reported that payroll employment declined in each of the first five months of 2008 and the unemployment rate rose to 5.5% in May, its highest level since October 2004.

 

Ongoing issues related to the housing and subprime mortgage markets and an abrupt tightening in the credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions during the reporting period. At its meeting in September 2007, the Fed reduced the federal funds rateiii from 5.25% to 4.75%. This marked the first reduction in the federal funds rate since June 2003. The Fed again lowered rates on six more occasions through the end of the reporting period, bringing the federal funds rate to 2.00% as of May 31, 2008. In its statement accompanying the April rate cut, the Fed stated: “Recent information indicates that economic activity remains weak. Household and business spending has been subdued and labor markets have softened further. Financial markets remain under considerable stress, and tight credit conditions and the deepening housing contraction are likely to weigh on economic growth over the next few quarters.”

 

In addition to lowering short-term interest rates, the Fed took several actions to improve liquidity in the credit markets. In March 2008, the Fed established a new lending program allowing certain brokerage firms, known as primary dealers, to also borrow from its discount window. The Fed also

 

Western Asset Global High Income Fund Inc.  

I

 


 

Letter from the chairman continued

 

increased the maximum term for discount window loans from 30 to 90 days. Then, in mid-March, the Fed played a major role in facilitating the purchase of Bear Stearns by JPMorgan Chase.

 

During the 12-month reporting period ended May 31, 2008, both short- and long-term Treasury yields experienced periods of volatility. This was due, in part, to mixed economic and inflation data, the fallout from the subprime mortgage market crisis and shifting expectations regarding the Fed’s monetary policy. Within the bond market, investors were initially focused on the subprime segment of the mortgage-backed market. These concerns broadened, however, to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This turmoil triggered several “flights to quality,” causing Treasury yields to move lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower). Longer-term Treasury yields then moved higher at the end of the reporting period, as record high oil prices and rising food prices triggered inflationary concerns.

 

Overall, during the 12 months ended May 31, 2008, two-year Treasury yields fell from 4.92% to 2.66%. Over the same time frame, 10-year Treasury yields fell from 4.90% to 4.06%. Short-term yields fell sharply in concert with the Fed’s rate cuts, while longer-term yields fell less dramatically due to inflationary concerns, resulting in a steepening of the U.S. yield curveiv. Looking at the 12-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexv, returned 6.89%.

 

Increased investor risk aversion during the fiscal year caused the high-yield bond market to produce weak results over the 12-month period ended May 31, 2008. During that period, the Citigroup High Yield Market Indexvi returned -0.89%. While high-yield bond prices rallied several times during the reporting period, several flights to quality dragged down the sector, although overall default rates continued to be low.

 

Despite increased investor risk aversion, emerging markets debt generated positive results, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vii returned 5.13% over the 12 months ended May 31, 2008. Overall solid demand, an expanding global economy, increased domestic spending and the Fed’s numerous rate cuts supported the emerging market debt asset class.

 

Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

 

II

 

Western Asset Global High Income Fund Inc.

 


 

Information about your fund

 

Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.

 

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.

 

Sincerely,

 

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

June 27, 2008

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

i

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

ii

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

iii

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

iv

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

v

The Lehman Brothers 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.

vi

The Citigroup High Yield Market Index is a broad-based unmanaged index of high-yield securities.

vii

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. Countries covered are Argentina, Belize, Brazil, Bulgaria, Chile, China, Colombia, Dominican Republic, Ecuador, Egypt, El Salvador, Gabon, Georgia, Ghana, Hungary, Indonesia, Iraq, Jamaica, Kazakhstan, Lebanon, Malaysia, Mexico, Pakistan, Panama, Peru, the Philippines, Poland, Russia, Serbia, South Africa, Sri Lanka, Trinidad & Tobago, Tunisia, Turkey, Ukraine, Uruguay, Venezuela and Vietnam.

 

Western Asset Global High Income Fund Inc.  

III

 


 

(This page intentionally left blank.)


 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. The Fund’s primary investment objective is high current income and its secondary objective is total return. Under normal market conditions, the Fund invests in a global portfolio of securities consisting of below investment grade fixed-income securities, emerging market fixed-income securities and investment grade fixed-income securities.

 

Western Asset Management Company (“Western Asset”), the Fund’s subadviser, utilizes 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 managers, 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.

 

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

 

A. During the fiscal year, the U.S. bond market experienced periods of increased volatility. Changing perceptions regarding the economy, inflation and future Federal Reserve Board (“Fed”)i monetary policy caused bond prices to fluctuate. Two- and 10-year Treasury yields began the reporting period at 4.92% and 4.90%, respectively. Treasury yields then moved sharply higher as incoming economic data improved and inflationary pressures increased. By mid-June 2007, two- and 10-year Treasurys were yielding 5.10% and 5.26%, respectively, and market sentiment was that the Fed’s next move would be to raise interest rates.

 

However, after their June peaks, Treasury yields moved lower, as concerns regarding the subprime mortgage market and a severe credit crunch triggered a massive “flight to quality.” Investors were drawn to the relative safety of Treasurys, causing their yields to fall and their prices to rise. At the same time, increased investor risk aversion caused other segments of the bond market to falter. As conditions in the credit market worsened in August 2007, central banks around the world took action by injecting approximately $500 billion of liquidity into the financial system. Additionally, the Fed began lowering the discount rateii and the federal funds rateiii in August and September 2007, respectively. While this initially helped ease the credit crunch, continued subprime mortgage write-offs and weak economic data triggered additional flights to quality in November 2007 and the first quarter of 2008. As of May 31, 2008, two- and 10-year Treasury yields had fallen to 2.66% and 4.06%, respectively. While the Fed attempted to stimulate growth by cutting short-term interest rates from 5.25% to 2.00% over the course of the reporting period, by the end of May, it was generally assumed that the U.S. could be headed for a mild recession.

 

Given increased investor risk aversion, higher-quality securities generally outperformed their lower-rated counterparts over the fiscal year. During the

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

1

 


 

Fund overview continued

 

12-month period ended May 31, 2008, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexiv, gained 6.89%. In contrast, the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Indexv returned -1.08% over the same period.

 

Emerging market debt also experienced periods of volatility during the 12-month reporting period. However, all told, the asset class generated solid results, with the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returning 5.13% during the 12 months ended May 31, 2008. Despite periodic flights to quality, emerging market debt prices benefited due to solid underlying fundamentals, including stronger balance sheets, high commodity prices and solid domestic spending.

 

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

 

A. Market conditions were challenging in the last 12-month reporting period, which affected performance. Many asset prices remain well below their fundamental value as a result of market fears. We underestimated the degree to which the entire financial superstructure would decline, and we do not expect to recover our losses quickly. For many of our non-agency mortgage-backed holdings, we see coupon payments being made and actual cumulative losses below market-implied estimates. Despite the tough market environment, we believe that our focus on spread sectors, like agency pass-through mortgages, certain non-agency mortgage-backed securities and corporate bonds, especially the lower-quality high-yield ones, is still valid. We continue to diversify into local currency emerging market sovereign debt and away from their dollar-denominated counterparts. We also prefer U.S. Treasury Inflation-Protected Securities (“TIPS”)vii in lieu of nominal U.S. Treasurys for protection against short-term inflation swings. We manage durationviii tactically to act as a hedge against the emphasis on various spread sectors.

 

2

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

Performance review

 

For the 12 months ended May 31, 2008, Western Asset Global High Income Fund Inc. returned -1.84% based on its net asset value (“NAV”)ix and -6.91% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Lehman Brothers U.S. Aggregate Index, the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index and the EMBI Global, returned 6.89%, -1.08% and 5.13%, respectively, over the same time frame. The Lipper Global Income Closed-End Funds Category Averagex returned 4.39% for the same period. Please note that Lipper performance returns are based on each fund’s NAV.

 

During the 12-month period, the Fund made distributions to shareholders totaling $1.02 per share. The performance table shows the Fund’s 12-month total return based on its NAV and market price as of May 31, 2008. Past performance is no guarantee of future results.

 

PERFORMANCE SNAPSHOT as of May 31, 2008 (unaudited)

 

PRICE PER SHARE

 

 

 

12-MONTH
TOTAL RETURN*

 

$13.36 (NAV)

 

 

 

-1.84%

 

$12.12 (Market Price)

 

 

 

-6.91%

 

 

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. Total returns assume the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

Q. What were the leading contributors to performance?

 

A. The Fund’s moderate allocation to local currency emerging market debt enhanced performance as these positions outperformed their U.S. dollar-denominated emerging markets counterparts during the reporting period. The Fund’s overweight allocation to agency mortgages also contributed to performance. An overweight allocation to the high-yield Utilities sector aided performance as this was the best performing high-yield sector. A small allocation to TIPS enhanced returns as these securities performed well due to inflation fears triggered by sharply higher energy prices.

 

Q. What were the leading detractors from performance?

 

A. The Fund’s overweight exposure to the broad high-yield market through a combination of bonds and derivatives was the primary detractor from performance. The use of a credit default swap, which increased the Fund’s exposure to the broad high-yield market, detracted significantly from performance. The Fund’s credit quality positioning with an emphasis on

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

3

 


 

Fund overview continued

 

issues rated CCC and our holdings in the Automobiles sector within the high-yield allocation were particularly challenged, as earnings results were extremely weak during the fiscal year and bank de-leveraging ensued at a rapid pace. Our tactically-driven duration and yield curvexi postures were also detractors from performance as interest rates declined during the reporting period. In addition, an underweight to U.S. Treasurys detracted from performance as they appreciated in response to an overall flight to their relative safety.

 

Q. Were there any significant changes to the Fund during the reporting period?

 

A. There were no significant changes to the Fund during the reporting period.

 

Looking for additional information?

 

The Fund is traded under the symbol “EHI” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XEHIX” 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.leggmason.com/individualinvestors.

 

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 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

 

Thank you for your investment in Western Asset Global High Income 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

 

June 17, 2008

 

4

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

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.

 

RISKS: An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Leverage may magnify gains and increase losses in the Fund’s portfolio.

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

i

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

 

 

ii

The discount rate is the interest rate charged by the U.S. Federal Reserve Bank on short-term loans (usually overnight or weekend) to banks.

 

 

iii

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 

 

iv

The Lehman Brothers 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.

 

 

v

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

 

 

vi

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. Countries covered are Argentina, Belize, Brazil, Bulgaria, Chile, China, Colombia, Dominican Republic, Ecuador, Egypt, El Salvador, Gabon, Georgia, Ghana, Hungary, Indonesia, Iraq, Jamaica, Kazakhstan, Lebanon, Malaysia, Mexico, Pakistan, Panama, Peru, the Philippines, Poland, Russia, Serbia, South Africa, Sri Lanka, Trinidad & Tobago, Tunisia, Turkey, Ukraine, Uruguay, Venezuela and Vietnam.

 

 

vii

U.S. Treasury Inflation-Protected Securities (“TIPS”) are inflation-indexed securities issued by the U.S. Treasury in 5-year, 10-year and 20-year maturities. The principal is adjusted to the Consumer Price Index, the commonly used measure of inflation. The coupon rate is constant, but generates a different amount of interest when multiplied by the inflation-adjusted principal.

 

 

viii

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.

 

 

ix

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

 

 

x

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the 12-month period ended May 31, 2008, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 15 funds in the Fund’s Lipper category.

 

 

xi

The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

5

 


 

Fund at a glance (unaudited)

 

INVESTMENT BREAKDOWN (%) As a percent of total investments — May 31, 2008

 

 

6

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

Schedule of investments

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

CORPORATE BONDS & NOTES — 46.3%

 

 

 

CONSUMER DISCRETIONARY — 9.1%

 

 

 

 

 

Auto Components — 0.8%

 

 

 

1,660,000

 

Allison Transmission Inc., Senior Notes, 11.250% due 11/1/15(a)(b)(c)

 

$   1,518,900

 

1,500,000

 

Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13(c)

 

960,000

 

2,565,000

 

Visteon Corp., Senior Notes, 8.250% due 8/1/10(c)

 

2,414,306

 

 

 

Total Auto Components

 

4,893,206

 

 

 

Automobiles — 1.4%

 

 

 

 

 

Ford Motor Co.:

 

 

 

 

 

Debentures:

 

 

 

545,000

 

8.875% due 1/15/22(c)

 

429,188

 

275,000

 

8.900% due 1/15/32(c)

 

207,625

 

7,205,000

 

Notes, 7.450% due 7/16/31(c)

 

5,025,487

 

 

 

General Motors Corp.:

 

 

 

570,000

 

Notes, 7.200% due 1/15/11(c)

 

480,225

 

 

 

Senior Debentures:

 

 

 

300,000

 

8.250% due 7/15/23(c)

 

207,000

 

3,570,000

 

8.375% due 7/15/33(c)

 

2,463,300

 

 

 

Total Automobiles

 

8,812,825

 

 

 

Diversified Consumer Services — 0.2%

 

 

 

 

 

Education Management LLC/Education Management Finance Corp.:

 

 

 

430,000

 

Senior Notes, 8.750% due 6/1/14(c)

 

416,025

 

595,000

 

Senior Subordinated Notes, 10.250% due 6/1/16(c)

 

569,713

 

 

 

Service Corp. International, Senior Notes:

 

 

 

185,000

 

7.625% due 10/1/18(c)

 

189,625

 

210,000

 

7.500% due 4/1/27(c)

 

183,750

 

 

 

Total Diversified Consumer Services

 

1,359,113

 

 

 

Hotels, Restaurants & Leisure — 1.9%

 

 

 

675,000

 

Boyd Gaming Corp., Senior Subordinated Notes, 6.750% due 4/15/14(c)

 

567,844

 

675,000

 

Buffets Inc., Senior Notes, 12.500% due 11/1/14(d)

 

16,875

 

539,000

 

Choctaw Resort Development Enterprise, Senior Notes, 7.250% due 11/15/19(a)(c)

 

485,100

 

875,000

 

Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12(c)

 

861,875

 

255,000

 

El Pollo Loco Inc., Senior Notes, 11.750% due 11/15/13(c)

 

246,075

 

1,000,000

 

Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10(c)

 

875,000

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

7

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Hotels, Restaurants & Leisure — 1.9% continued

 

 

 

 

 

MGM MIRAGE Inc.:

 

 

 

560,000

 

Notes, 6.750% due 9/1/12(c)

 

$    524,300

 

 

 

Senior Notes:

 

 

 

675,000

 

5.875% due 2/27/14(c)

 

580,500

 

30,000

 

6.625% due 7/15/15(c)

 

25,950

 

725,000

 

7.625% due 1/15/17(c)

 

641,625

 

 

 

Mohegan Tribal Gaming Authority, Senior Subordinated Notes:

 

 

 

675,000

 

7.125% due 8/15/14(c)

 

592,312

 

625,000

 

6.875% due 2/15/15(c)

 

531,250

 

876,000

 

Pokagon Gaming Authority, Senior Notes, 10.375% due 6/15/14(a)(c)

 

952,650

 

95,000

 

River Rock Entertainment Authority, Senior Secured Notes, 9.750% due 11/1/11(c)

 

97,375

 

830,000

 

Sbarro Inc., Senior Notes, 10.375% due 2/1/15(c)

 

726,250

 

1,150,000

 

Seneca Gaming Corp., Senior Notes, 7.250% due 5/1/12(c)

 

1,115,500

 

150,000

 

Snoqualmie Entertainment Authority, Senior Secured Notes, 6.936% due 2/1/14(a)(c)(e)

 

117,000

 

 

 

Station Casinos Inc.:

 

 

 

 

 

Senior Notes:

 

 

 

110,000

 

6.000% due 4/1/12(c)

 

92,950

 

760,000

 

7.750% due 8/15/16(c)

 

636,500

 

190,000

 

Senior Subordinated Notes, 6.875% due 3/1/16(c)

 

116,613

 

2,000,000

 

Turning Stone Casino Resort Enterprise, Senior Notes, 9.125% due 12/15/10(a)(c)

 

2,000,000

 

 

 

Total Hotels, Restaurants & Leisure

 

11,803,544

 

 

 

Household Durables — 0.8%

 

 

 

80,000

 

American Greetings Corp., Senior Notes, 7.375% due 6/1/16(c)

 

80,200

 

 

 

K Hovnanian Enterprises Inc.:

 

 

 

1,735,000

 

11.500% due 5/1/13(a)(c)

 

1,813,075

 

240,000

 

6.500% due 1/15/14(c)

 

171,600

 

 

 

Senior Notes:

 

 

 

540,000

 

7.500% due 5/15/16(c)

 

386,100

 

130,000

 

8.625% due 1/15/17(c)

 

101,400

 

2,180,000

 

Norcraft Cos. LP/Norcraft Finance Corp.,
Senior Subordinated Notes, 9.000% due 11/1/11
(c)

 

2,223,600

 

445,000

 

Norcraft Holdings LP/Norcraft Capital Corp.,
Senior Discount Notes, step bond to yield 9.838% due 9/1/12
(c)

 

416,075

 

 

 

Total Household Durables

 

5,192,050

 

 

 

Media — 3.1%

 

 

 

 

 

Affinion Group Inc.:

 

 

 

1,105,000

 

Senior Notes, 10.125% due 10/15/13(c)

 

1,135,387

 

380,000

 

Senior Subordinated Notes, 11.500% due 10/15/15(c)

 

388,075

 

 

See Notes to Financial Statements.

 

8

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Media — 3.1% continued

 

 

 

3,257,000

 

CCH I LLC/CCH I Capital Corp., Senior Secured Notes, 11.000% due 10/1/15(c)

 

$   2,784,735

 

849,000

 

CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 10/1/13(c)

 

791,692

 

185,000

 

Charter Communications Holdings LLC, Senior Discount Notes, 12.125% due 1/15/12(c)

 

128,575

 

285,000

 

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.,
Senior Discount Notes, 11.750% due 5/15/11
(c)

 

198,075

 

1,150,000

 

Charter Communications Inc., Senior Secured Notes, 10.875% due 9/15/14(a)(c)

 

1,236,250

 

575,000

 

CMP Susquehanna Corp., 9.875% due 5/15/14(c)

 

408,250

 

 

 

CSC Holdings Inc.:

 

 

 

425,000

 

Senior Debentures, 8.125% due 8/15/09(c)

 

434,031

 

 

 

Senior Notes:

 

 

 

550,000

 

8.125% due 7/15/09(c)

 

561,688

 

250,000

 

7.625% due 4/1/11(c)

 

251,250

 

575,000

 

6.750% due 4/15/12(c)

 

560,625

 

1,367,000

 

Dex Media West LLC/Dex Media Finance Co.,
Senior Subordinated Notes, 9.875% due 8/15/13
(c)

 

1,320,864

 

3,060,000

 

EchoStar DBS Corp., Senior Notes, 7.750% due 5/31/15(a)(c)

 

3,060,000

 

3,715,000

 

Idearc Inc., Senior Notes, 8.000% due 11/15/16(c)

 

2,674,800

 

 

 

R.H. Donnelley Corp., Senior Notes:

 

 

 

650,000

 

8.875% due 1/15/16(c)

 

448,500

 

100,000

 

8.875% due 10/15/17(a)(c)

 

67,500

 

1,100,000

 

Rogers Cable Inc., Senior Secured Notes, 7.875% due 5/1/12(c)

 

1,198,813

 

270,000

 

Sun Media Corp., 7.625% due 2/15/13(c)

 

263,250

 

1,570,000

 

TL Acquisitions Inc., Senior Notes, 10.500% due 1/15/15(a)(c)

 

1,436,550

 

 

 

Total Media

 

19,348,910

 

 

 

Multiline Retail — 0.6%

 

 

 

1,620,000

 

Dollar General Corp., Senior Subordinated Notes, 11.875% due 7/15/17(b)(c)

 

1,498,500

 

 

 

Neiman Marcus Group Inc.:

 

 

 

1,400,000

 

7.125% due 6/1/28(c)

 

1,253,000

 

1,090,000

 

Senior Subordinated Notes, 10.375% due 10/15/15(c)

 

1,132,237

 

 

 

Total Multiline Retail

 

3,883,737

 

 

 

Specialty Retail — 0.3%

 

 

 

 

 

AutoNation Inc., Senior Notes:

 

 

 

335,000

 

4.713% due 4/15/13(c)(e)

 

297,732

 

85,000

 

7.000% due 4/15/14(c)

 

80,856

 

1,070,000

 

Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12(c)

 

896,125

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

9

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Specialty Retail — 0.3% continued

 

 

 

345,000

 

Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15(c)

 

$      357,075

 

460,000

 

Michaels Stores Inc., Senior Subordinated Bonds, 11.375% due 11/1/16(c)

 

397,900

 

 

 

Total Specialty Retail

 

2,029,688

 

 

 

TOTAL CONSUMER DISCRETIONARY

 

57,323,073

 

CONSUMER STAPLES — 0.9%

 

 

 

 

 

Beverages — 0.4%

 

 

 

2,330,000

 

Constellation Brands Inc., Senior Notes, 8.375% due 12/15/14(c)

 

2,446,500

 

 

 

Food & Staples Retailing — 0.1%

 

 

 

183,634

 

CVS Caremark Corp., Pass-Through Certificates, 5.298% due 1/11/27(a)(c)

 

165,558

 

 

 

CVS Lease Pass-Through Trust:

 

 

 

103,991

 

5.880% due 1/10/28(a)(c)(f)

 

93,541

 

638,847

 

6.036% due 12/10/28(a)(c)

 

580,194

 

 

 

Total Food & Staples Retailing

 

839,293

 

 

 

Food Products — 0.2%

 

 

 

 

 

Dole Food Co. Inc., Senior Notes:

 

 

 

610,000

 

7.250% due 6/15/10(c)

 

568,825

 

432,000

 

8.875% due 3/15/11(c)

 

399,600

 

 

 

Total Food Products

 

968,425

 

 

 

Household Products — 0.1%

 

 

 

490,000

 

Visant Holding Corp., Senior Notes, 8.750% due 12/1/13(c)

 

490,000

 

 

 

Tobacco — 0.1%

 

 

 

 

 

Alliance One International Inc., Senior Notes:

 

 

 

110,000

 

8.500% due 5/15/12(c)

 

105,050

 

600,000

 

11.000% due 5/15/12(c)

 

621,000

 

 

 

Total Tobacco

 

726,050

 

 

 

TOTAL CONSUMER STAPLES

 

5,470,268

 

ENERGY — 7.6%

 

 

 

 

 

Energy Equipment & Services — 0.2%

 

 

 

560,000

 

Complete Production Services Inc., Senior Notes, 8.000% due 12/15/16(c)

 

569,800

 

750,000

 

Key Energy Services Inc., Senior Notes, 8.375% due 12/1/14(a)(c)

 

778,125

 

270,000

 

Pride International Inc., Senior Notes, 7.375% due 7/15/14(c)

 

276,075

 

 

 

Total Energy Equipment & Services

 

1,624,000

 

 

 

Oil, Gas & Consumable Fuels — 7.4%

 

 

 

1,395,000

 

Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12(c)

 

1,429,875

 

 

 

Chesapeake Energy Corp., Senior Notes:

 

 

 

1,350,000

 

6.375% due 6/15/15(c)

 

1,299,375

 

270,000

 

6.625% due 1/15/16(c)

 

263,250

 

 

See Notes to Financial Statements.

 

10

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Oil, Gas & Consumable Fuels — 7.4% continued

 

 

 

1,645,000

 

7.250% due 12/15/18(c)

 

$      1,640,887

 

160,000

 

Colorado Interstate Gas Co., Senior Notes, 6.800% due 11/15/15(c)

 

165,998

 

245,000

 

Compagnie Generale de Geophysique SA,
Senior Notes, 7.500% due 5/15/15
(c)

 

249,287

 

466,361

 

Corral Finans AB, 7.716% due 4/15/10(a)(b)(c)(e)

 

412,729

 

 

 

El Paso Corp., Medium-Term Notes:

 

 

 

2,050,000

 

7.375% due 12/15/12(c)

 

2,117,263

 

1,330,000

 

7.750% due 1/15/32(c)

 

1,344,097

 

125,000

 

7.875% due 6/15/12(c)

 

130,944

 

70,000

 

El Paso Natural Gas Co., Bonds, 8.375% due 6/15/32(c)

 

77,986

 

980,000

 

Enterprise Products Operating LP, Junior Subordinated Notes,
8.375% due 8/1/66
(c)

 

985,723

 

1,530,000

 

EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11(c)

 

1,508,962

 

 

 

Gazprom:

 

 

 

 

 

Bonds:

 

 

 

159,710,000

RUB

6.790% due 10/29/09(c)

 

6,742,686

 

53,230,000

RUB

7.000% due 10/27/11(c)

 

2,247,281

 

 

 

Loan Participation Notes:

 

 

 

890,000

 

6.212% due 11/22/16(a)

 

867,216

 

 

 

Senior Notes:

 

 

 

1,179,000

 

6.510% due 3/7/22(a)

 

1,132,320

 

570,000

 

6.510% due 3/7/22(a)

 

538,707

 

61,340,000

RUB

Gazprom OAO, 6.950% due 8/6/09(c)

 

2,601,455

 

655,000

 

International Coal Group Inc., Senior Notes, 10.250% due 7/15/14(c)

 

658,275

 

 

 

LUKOIL International Finance BV:

 

 

 

830,000

 

6.356% due 6/7/17(a)(c)

 

796,800

 

946,000

 

6.656% due 6/7/22(a)(c)

 

877,415

 

390,000

 

Mariner Energy Inc., Senior Notes, 7.500% due 4/15/13(c)

 

379,275

 

 

 

OPTI Canada Inc., Senior Secured Notes:

 

 

 

690,000

 

7.875% due 12/15/14(c)

 

702,075

 

445,000

 

8.250% due 12/15/14(c)

 

460,575

 

 

 

Pemex Project Funding Master Trust:

 

 

 

5,640,000

 

6.625% due 6/15/35(a)(c)

 

5,723,444

 

1,390,000

 

Senior Bonds, 6.625% due 6/15/35(c)

 

1,410,565

 

510,000

 

Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13(c)

 

532,950

 

410,000

 

Petroplus Finance Ltd., Senior Note, 7.000% due 5/1/17(a)(c)

 

372,075

 

 

 

Petrozuata Finance Inc.:

 

 

 

1,782,326

 

8.220% due 4/1/17(a)(c)

 

1,864,024

 

881,261

 

8.220% due 4/1/17(a)(c)

 

912,105

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

11

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Oil, Gas & Consumable Fuels — 7.4% continued

 

 

 

1,245,000

 

SemGroup LP, Senior Notes, 8.750% due 11/15/15(a)(c)

 

$      1,220,100

 

660,000

 

Stone Energy Corp., Senior Subordinated Notes, 8.250% due 12/15/11(c)

 

666,600

 

550,000

 

TNK-BP Finance SA, 6.625% due 3/20/17(a)(c)

 

501,215

 

550,000

 

VeraSun Energy Corp., 9.375% due 6/1/17(c)

 

385,000

 

355,000

 

W&T Offshore Inc., Senior Notes, 8.250% due 6/15/14(a)(c)

 

344,350

 

630,000

 

Whiting Petroleum Corp., Senior Subordinated Notes, 7.000% due 2/1/14(c)

 

628,425

 

 

 

Williams Cos. Inc.:

 

 

 

1,060,000

 

Notes, 8.750% due 3/15/32(c)

 

1,240,200

 

1,000,000

 

Senior Notes, 7.625% due 7/15/19(c)

 

1,078,750

 

 

 

Total Oil, Gas & Consumable Fuels

 

46,510,259

 

 

 

TOTAL ENERGY

 

48,134,259

 

FINANCIALS — 6.9%

 

 

 

 

 

Capital Markets — 0.7%

 

 

 

4,094,079

 

Credit Suisse, Credit-Linked Notes, (Turanlem Finance BV), 8.000% due 7/21/08(a)(c)(f)

 

4,097,692

 

 

 

Commercial Banks — 2.9%

 

 

 

2,370,000

 

ATF Capital BV, Senior Notes, 9.250% due 2/21/14(a)(c)

 

2,424,984

 

1,050,000

 

Banco Mercantil del Norte SA, Subordinated Bonds, 6.135% due 10/13/16(a)(c)(e)

 

1,021,599

 

 

 

HSBK Europe BV:

 

 

 

1,700,000

 

7.250% due 5/3/17(a)(c)

 

1,521,500

 

730,000

 

7.250% due 5/3/17(a)(c)

 

644,371

 

 

 

ICICI Bank Ltd., Subordinated Bonds:

 

 

 

1,840,000

 

6.375% due 4/30/22(a)(c)(e)

 

1,637,747

 

454,000

 

6.375% due 4/30/22(a)(c)(e)

 

399,124

 

104,829,000

RUB

JPMorgan Chase Bank, Credit-Linked Notes
(Russian Agricultural Bank), 9.500% due 2/11/11
(a)(c)(f)

 

4,389,281

 

1,350,000

 

RSHB Capital, Notes, 7.125% due 1/14/14(a)(c)

 

1,365,120

 

 

 

Russian Agricultural Bank, Loan Participation Notes:

 

 

 

1,232,000

 

7.175% due 5/16/13(a)(c)

 

1,253,560

 

1,529,000

 

6.299% due 5/15/17(a)(c)

 

1,437,260

 

 

 

TuranAlem Finance BV, Bonds:

 

 

 

1,786,000

 

8.250% due 1/22/37(a)(c)

 

1,513,635

 

880,000

 

8.250% due 1/22/37(a)(c)

 

745,800

 

 

 

Total Commercial Banks

 

18,353,981

 

 

See Notes to Financial Statements.

 

12

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Consumer Finance — 1.5%

 

 

 

400,000

 

AmeriCredit Corp., 8.500% due 7/1/15(c)

 

$      324,500

 

 

 

Ford Motor Credit Co.:

 

 

 

 

 

Notes:

 

 

 

50,000

 

7.875% due 6/15/10(c)

 

47,400

 

1,300,000

 

7.000% due 10/1/13(c)

 

1,094,392

 

 

 

Senior Notes:

 

 

 

1,650,000

 

8.050% due 6/15/11(c)(e)

 

1,516,659

 

115,000

 

9.875% due 8/10/11(c)

 

108,887

 

210,000

 

5.460% due 1/13/12(c)(e)

 

177,589

 

380,000

 

12.000% due 5/15/15(c)

 

380,106

 

 

 

General Motors Acceptance Corp.:

 

 

 

5,820,000

 

Bonds, 8.000% due 11/1/31(c)

 

4,468,532

 

2,040,000

 

Notes, 6.875% due 8/28/12(c)

 

1,644,617

 

 

 

Total Consumer Finance

 

9,762,682

 

 

 

Diversified Financial Services — 1.1%

 

 

 

350,000

 

AAC Group Holding Corp., Senior Discount Notes,
step bond to yield 12.180% due 10/1/12
(c)

 

341,250

 

420,000

 

Basell AF SCA, Senior Secured Subordinated Second Priority Notes,
8.375% due 8/15/15
(a)

 

302,400

 

550,000

 

CCM Merger Inc., Notes, 8.000% due 8/1/13(a)(c)

 

470,250

 

290,000

 

El Paso Performance-Linked Trust Certificates, Senior Notes,
7.750% due 7/15/11
(a)(c)

 

299,767

 

 

 

Leucadia National Corp., Senior Notes:

 

 

 

540,000

 

8.125% due 9/15/15(c)

 

555,525

 

340,000

 

7.125% due 3/15/17(c)

 

328,100

 

290,000

 

Residential Capital LLC, Senior Notes, 8.000% due 2/22/11(c)

 

146,450

 

 

 

TNK-BP Finance SA:

 

 

 

1,750,000

 

7.500% due 7/18/16(a)(c)

 

1,726,025

 

1,490,000

 

Senior Notes, 7.875% due 3/13/18(a)(c)

 

1,473,312

 

 

 

Vanguard Health Holdings Co.:

 

 

 

890,000

 

I LLC, Senior Discount Notes, step bond to yield
9.952% due 10/1/15
(c)

 

778,750

 

555,000

 

II LLC, Senior Subordinated Notes, 9.000% due 10/1/14(c)

 

573,038

 

 

 

Total Diversified Financial Services

 

6,994,867

 

 

 

Real Estate Investment Trusts (REITs) — 0.5%

 

 

 

30,000

 

Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15(c)

 

28,125

 

2,275,000

 

Host Marriott LP, Senior Notes, 7.125% due 11/1/13(c)

 

2,263,625

 

 

 

Ventas Realty LP/Ventas Capital Corp., Senior Notes:

 

 

 

175,000

 

6.500% due 6/1/16(c)

 

171,500

 

690,000

 

6.750% due 4/1/17(c)

 

686,550

 

 

 

Total Real Estate Investment Trusts (REITs)

 

3,149,800

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

13

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Real Estate Management & Development — 0.2%

 

 

 

325,000

 

Ashton Woods USA LLC/Ashton Woods Finance Co.,
Senior Subordinated Notes, 9.500% due 10/1/15
(c)

 

$      190,125

 

1,750,000

 

Realogy Corp., Senior Subordinated Notes, 12.375% due 4/15/15(c)

 

962,500

 

 

 

Total Real Estate Management & Development

 

1,152,625

 

 

 

TOTAL FINANCIALS

 

43,511,647

 

HEALTH CARE — 2.2%

 

 

 

 

 

Health Care Equipment & Supplies — 0.1%

 

 

 

330,000

 

Advanced Medical Optics Inc., 7.500% due 5/1/17(c)

 

310,200

 

 

 

Health Care Providers & Services — 2.1%

 

 

 

620,000

 

Community Health Systems Inc., Senior Notes, 8.875% due 7/15/15(c)

 

642,475

 

1,300,000

 

DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15(c)

 

1,277,250

 

 

 

HCA Inc.:

 

 

 

1,360,000

 

Notes, 6.375% due 1/15/15(c)

 

1,190,000

 

400,000

 

Senior Notes, 6.500% due 2/15/16(c)

 

349,500

 

 

 

Senior Secured Notes:

 

 

 

540,000

 

9.250% due 11/15/16(c)

 

571,725

 

3,770,000

 

9.625% due 11/15/16(b)(c)

 

3,986,775

 

1,675,000

 

IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes,
8.750% due 6/15/14
(c)

 

1,729,437

 

 

 

Tenet Healthcare Corp., Senior Notes:

 

 

 

430,000

 

6.375% due 12/1/11(c)

 

409,575

 

125,000

 

7.375% due 2/1/13(c)

 

117,188

 

1,959,000

 

9.875% due 7/1/14(c)

 

1,968,795

 

 

 

Universal Hospital Services Inc.:

 

 

 

160,000

 

8.288% due 6/1/15(c)(e)

 

152,400

 

135,000

 

8.500% due 6/1/15(b)(c)

 

137,025

 

1,137,000

 

US Oncology Holdings Inc., Senior Notes, 7.949% due 3/15/12(b)(c)(e)

 

932,340

 

 

 

Total Health Care Providers & Services

 

13,464,485

 

 

 

Pharmaceuticals — 0.0%

 

 

 

1,270,000

 

Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12(d)(g)

 

15,875

 

 

 

TOTAL HEALTH CARE

 

13,790,560

 

INDUSTRIALS — 5.8%

 

 

 

 

 

Aerospace & Defense — 0.7%

 

 

 

1,150,000

 

DRS Technologies Inc., Senior Subordinated Notes, 6.625% due 2/1/16(c)

 

1,204,625

 

 

 

Hawker Beechcraft Acquisition Co.:

 

 

 

1,210,000

 

Senior Notes, 8.875% due 4/1/15(b)(c)

 

1,240,250

 

905,000

 

Senior Subordinated Notes, 9.750% due 4/1/17(c)

 

932,150

 

 

See Notes to Financial Statements.

 

14

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Aerospace & Defense — 0.7% continued

 

 

 

845,000

 

L-3 Communications Corp., Senior Subordinated Notes, 7.625% due 6/15/12(c)

 

$      862,956

 

 

 

Total Aerospace & Defense

 

4,239,981

 

 

 

Airlines — 0.5%

 

 

 

 

 

Continental Airlines Inc.:

 

 

 

205,348

 

8.388% due 5/1/22(c)

 

190,974

 

 

 

Pass-Through Certificates:

 

 

 

27,504

 

6.541% due 9/15/08(c)

 

27,504

 

383,691

 

8.312% due 4/2/11(c)

 

358,752

 

290,000

 

7.339% due 4/19/14(c)

 

237,800

 

2,290,000

 

DAE Aviation Holdings Inc., Senior Notes, 11.250% due 8/1/15(a)(c)

 

2,347,250

 

 

 

Total Airlines

 

3,162,280

 

 

 

Building Products — 0.9%

 

 

 

 

 

Associated Materials Inc.:

 

 

 

25,000

 

Senior Discount Notes, step bond to yield 7.090% due 3/1/14(c)

 

17,188

 

1,560,000

 

Senior Subordinated Notes, 9.750% due 4/15/12(c)

 

1,560,000

 

 

 

GTL Trade Finance Inc.:

 

 

 

1,060,000

 

7.250% due 10/20/17(a)(c)

 

1,082,528

 

2,036,000

 

7.250% due 10/20/17(a)(c)

 

2,077,062

 

680,000

 

Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14(c)

 

479,400

 

1,130,000

 

NTK Holdings Inc., Senior Discount Notes, step bond to yield
11.542% due 3/1/14
(c)

 

566,412

 

 

 

Total Building Products

 

5,782,590

 

 

 

Commercial Services & Supplies — 1.2%

 

 

 

775,000

 

Allied Security Escrow Corp., Senior Subordinated Notes, 11.375% due 7/15/11(c)

 

662,625

 

900,000

 

Allied Waste North America Inc., Senior Notes, 7.375% due 4/15/14(c)

 

913,500

 

1,618,000

 

DynCorp International LLC/DIV Capital Corp.,
Senior Subordinated Notes, 9.500% due 2/15/13
(c)

 

1,650,360

 

1,100,000

 

Interface Inc., Senior Subordinated Notes, 9.500% due 2/1/14(c)

 

1,155,000

 

745,000

 

Rental Services Corp., Senior Notes, 9.500% due 12/1/14(c)

 

655,600

 

2,510,000

 

US Investigations Services Inc., Senior Subordinated Notes, 10.500% due 11/1/15(a)(c)

 

2,284,100

 

 

 

Total Commercial Services & Supplies

 

7,321,185

 

 

 

Construction & Engineering — 1.2%

 

 

 

7,177,000

 

Odebrecht Finance Ltd., 7.500% due 10/18/17(a)(c)

 

7,410,253

 

 

 

Industrial Conglomerates — 0.1%

 

 

 

523,000

 

Koppers Inc., Senior Notes, 9.875% due 10/15/13(c)

 

556,995

 

 

 

Machinery — 0.0%

 

 

 

190,000

 

Terex Corp., Senior Subordinated Notes, 7.375% due 1/15/14(c)

 

192,850

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

15

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Road & Rail — 0.7%

 

 

 

790,000

 

Grupo Transportacion Ferroviaria Mexicana SA de CV,
Senior Notes, 9.375% due 5/1/12
(c)

 

$      829,500

 

 

 

Hertz Corp.:

 

 

 

750,000

 

Senior Notes, 8.875% due 1/1/14(c)

 

750,000

 

1,860,000

 

Senior Subordinated Notes, 10.500% due 1/1/16(c)

 

1,864,650

 

160,000

 

Kansas City Southern de Mexico, Senior Notes, 7.625% due 12/1/13(c)

 

157,800

 

 

 

Kansas City Southern Railway, Senior Notes:

 

 

 

190,000

 

7.500% due 6/15/09(c)

 

193,800

 

820,000

 

8.000% due 6/1/15(c)

 

828,200

 

 

 

Total Road & Rail

 

4,623,950

 

 

 

Trading Companies & Distributors — 0.4%

 

 

 

595,000

 

Ashtead Capital Inc., Notes, 9.000% due 8/15/16(a)(c)

 

532,525

 

1,370,000

 

H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16(c)

 

1,198,750

 

1,415,000

 

Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14(a)(c)

 

1,068,325

 

 

 

Total Trading Companies & Distributors

 

2,799,600

 

 

 

Transportation Infrastructure — 0.1%

 

 

 

 

 

Swift Transportation Co., Senior Secured Notes:

 

 

 

380,000

 

10.426% due 5/15/15(a)(c)(e)

 

127,300

 

1,020,000

 

12.500% due 5/15/17(a)(c)

 

367,200

 

 

 

Total Transportation Infrastructure

 

494,500

 

 

 

TOTAL INDUSTRIALS

 

36,584,184

 

INFORMATION TECHNOLOGY — 1.0%

 

 

 

 

 

Electronic Equipment & Instruments — 0.2%

 

 

 

 

 

NXP BV/NXP Funding LLC:

 

 

 

695,000

 

Senior Notes, 9.500% due 10/15/15(c)

 

657,644

 

530,000

 

Senior Secured Notes, 7.875% due 10/15/14(c)

 

516,750

 

 

 

Total Electronic Equipment & Instruments

 

1,174,394

 

 

 

IT Services — 0.6%

 

 

 

520,000

 

Ceridian Corp., Senior Notes, 12.250% due 11/15/15(a)(b)(c)

 

486,200

 

1,240,000

 

First Data Corp., 9.875% due 9/24/15(a)(c)

 

1,123,750

 

 

 

SunGard Data Systems Inc.:

 

 

 

325,000

 

Senior Notes, 9.125% due 8/15/13(c)

 

336,375

 

1,775,000

 

Senior Subordinated Notes, 10.250% due 8/15/15(c)

 

1,854,875

 

 

 

Total IT Services

 

3,801,200

 

 

 

Semiconductors & Semiconductor Equipment — 0.0%

 

 

 

80,000

 

Freescale Semiconductor Inc., Senior Notes, 8.875% due 12/15/14(c)

 

71,200

 

 

See Notes to Financial Statements.

 

16

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Software — 0.2%

 

 

 

1,355,000

 

Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16(c)

 

$      1,039,962

 

 

 

TOTAL INFORMATION TECHNOLOGY

 

6,086,756

 

MATERIALS — 4.9%

 

 

 

 

 

Chemicals — 0.6%

 

 

 

 

 

Georgia Gulf Corp., Senior Notes:

 

 

 

930,000

 

9.500% due 10/15/14(c)

 

771,900

 

1,300,000

 

10.750% due 10/15/16(c)

 

851,500

 

415,000

 

Huntsman International LLC, Senior Subordinated Notes, 7.875% due 11/15/14(c)

 

446,125

 

495,000

 

Methanex Corp., Senior Notes, 8.750% due 8/15/12(c)

 

533,363

 

1,190,000

 

Montell Finance Co. BV, Debentures, 8.100% due 3/15/27(a)(c)

 

779,450

 

220,000

 

Westlake Chemical Corp., Senior Notes, 6.625% due 1/15/16(c)

 

190,300

 

 

 

Total Chemicals

 

3,572,638

 

 

 

Containers & Packaging — 0.3%

 

 

 

705,000

 

Graham Packaging Co. Inc., Senior Subordinated Notes, 9.875% due 10/15/14(c)

 

659,175

 

805,000

 

Graphic Packaging International Corp., Senior Subordinated Notes, 9.500% due 8/15/13(c)

 

815,063

 

390,000

 

Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15(a)(c)

 

368,550

 

575,000

 

Radnor Holdings Corp., Senior Notes, 11.000% due 3/15/10(d)(f)(g)

 

0

 

 

 

Total Containers & Packaging

 

1,842,788

 

 

 

Metals & Mining — 2.8%

 

 

 

1,050,000

 

Corporacion Nacional del Cobre-Codelco, Notes, 5.500% due 10/15/13(a)(c)

 

1,071,280

 

2,030,000

 

Evraz Group SA, Notes, 8.875% due 4/24/13(a)(c)

 

2,080,750

 

4,210,000

 

Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17(c)

 

4,532,865

 

2,100,000

 

Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15(c)

 

2,205,000

 

575,000

 

Noranda Aluminum Holding Corp., Senior Notes, 8.578% due 11/15/14(a)(b)(c)(e)

 

506,000

 

850,000

 

Novelis Inc., Senior Notes, 7.250% due 2/15/15(c)

 

803,250

 

1,530,000

 

Ryerson Inc., Senior Secured Notes, 12.000% due 11/1/15(a)(c)

 

1,491,750

 

250,000

 

Steel Dynamics Inc., Senior Notes, 7.375% due 11/1/12(a)(c)

 

253,125

 

500,000

 

Tube City IMS Corp., Senior Subordinated Notes, 9.750% due 2/1/15(c)

 

480,000

 

 

 

Vale Overseas Ltd., Notes:

 

 

 

1,448,000

 

8.250% due 1/17/34(c)

 

1,660,317

 

2,934,000

 

6.875% due 11/21/36(c)

 

2,922,499

 

 

 

Total Metals & Mining

 

18,006,836

 

 

 

Paper & Forest Products — 1.2%

 

 

 

2,110,000

 

Abitibi-Consolidated Co. of Canada, Senior Secured Notes,
13.750% due 4/1/11
(a)(c)

 

2,249,787

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

17

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Paper & Forest Products — 1.2% continued

 

 

 

 

 

Appleton Papers Inc.:

 

 

 

375,000

 

Senior Notes, 8.125% due 6/15/11(c)

 

$      363,750

 

715,000

 

Senior Subordinated Notes, 9.750% due 6/15/14(c)

 

686,400

 

 

 

NewPage Corp.:

 

 

 

1,120,000

 

10.000% due 5/1/12(a)(c)

 

1,198,400

 

975,000

 

Senior Secured Notes, 9.123% due 5/1/12(c)(e)

 

1,023,750

 

2,130,000

 

Verso Paper Holdings LLC, 11.375% due 8/1/16(c)

 

2,167,275

 

 

 

Total Paper & Forest Products

 

7,689,362

 

 

 

TOTAL MATERIALS

 

31,111,624

 

TELECOMMUNICATION SERVICES — 3.9%

 

 

 

 

 

Diversified Telecommunication Services — 2.4%

 

 

 

1,996,000

 

Axtel SAB de CV, 7.625% due 2/1/17(a)(c)

 

2,040,910

 

120,000

 

Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28(c)

 

99,600

 

635,000

 

Citizens Communications Co., Senior Notes, 7.875% due 1/15/27(c)

 

574,675

 

 

 

Hawaiian Telcom Communications Inc.:

 

 

 

340,000

 

Senior Notes, 9.750% due 5/1/13(c)

 

134,300

 

535,000

 

Senior Subordinated Notes, 12.500% due 5/1/15(c)

 

137,763

 

 

 

Intelsat Bermuda Ltd.:

 

 

 

755,000

 

9.250% due 6/15/16(c)

 

766,325

 

1,505,000

 

Senior Notes, 11.250% due 6/15/16(c)

 

1,542,625

 

25,000

 

L-3 Communications Corp., Senior Subordinated Notes, 6.375% due 10/15/15(c)

 

24,219

 

 

 

Level 3 Financing Inc.:

 

 

 

70,000

 

6.704% due 2/15/15(c)(e)

 

59,150

 

1,105,000

 

Senior Notes, 9.250% due 11/1/14(c)

 

1,038,700

 

670,000

 

Nordic Telephone Co. Holdings, Senior Secured Bonds, 8.875% due 5/1/16(a)(c)

 

663,300

 

1,520,000

 

Qwest Communications International Inc., Senior Notes, 7.500% due 2/15/14(c)

 

1,497,200

 

85,000

 

Qwest Corp., Notes, 6.050% due 6/15/13(c)(e)

 

82,875

 

1,255,000

 

Telcordia Technologies Inc., Senior Subordinated Notes, 10.000% due 3/15/13(a)(c)

 

985,175

 

1,708,000

 

UBS Luxembourg SA for OJSC Vimpel Communications,
Loan Participation Notes, 8.250% due 5/23/16
(a)(c)

 

1,708,000

 

1,030,000

 

Vimpel Communications, Loan Participation Notes, 8.375% due 4/30/13(a)

 

1,050,373

 

1,200,000

 

Virgin Media Finance PLC, Senior Notes, 9.125% due 8/15/16(c)

 

1,182,000

 

155,000

 

Wind Acquisition Finance SA, Senior Bonds, 10.750% due 12/1/15(a)(c)

 

166,625

 

1,225,000

 

Windstream Corp., Senior Notes, 8.625% due 8/1/16(c)

 

1,272,469

 

 

 

Total Diversified Telecommunication Services

 

15,026,284

 

 

See Notes to Financial Statements.

 

18

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Wireless Telecommunication Services — 1.5%

 

 

 

630,000

 

ALLTEL Communications Inc., Senior Notes, 10.375% due 12/1/17(a)(b)(c)

 

$      557,550

 

1,090,000

 

America Movil SAB de CV, 5.625% due 11/15/17(c)

 

1,067,249

 

260,000

 

MetroPCS Wireless Inc., Senior Notes, 9.250% due 11/1/14(c)

 

251,225

 

1,105,000

 

Nextel Communications Inc., Senior Notes, 7.375% due 8/1/15(c)

 

890,112

 

170,000

 

Rogers Wireless Inc., Senior Subordinated Notes, 8.000% due 12/15/12(c)

 

176,800

 

 

 

Rural Cellular Corp.:

 

 

 

260,000

 

Senior Notes, 9.875% due 2/1/10(c)

 

267,800

 

440,000

 

Senior Subordinated Notes, 6.076% due 6/1/13(c)(e)

 

446,600

 

6,510,000

 

True Move Co., Ltd., 10.750% due 12/16/13(a)(c)

 

5,826,450

 

 

 

Total Wireless Telecommunication Services

 

9,483,786

 

 

 

TOTAL TELECOMMUNICATION SERVICES

 

24,510,070

 

UTILITIES — 4.0%

 

 

 

 

 

Electric Utilities — 0.5%

 

 

 

2,050,000

 

EEB International Ltd., Senior Bonds, 8.750% due 10/31/14(a)(c)

 

2,198,625

 

581,000

 

Enersis SA, Notes, 7.375% due 1/15/14(c)

 

615,658

 

550,000

 

Orion Power Holdings Inc., Senior Notes, 12.000% due 5/1/10(c)

 

606,375

 

 

 

Total Electric Utilities

 

3,420,658

 

 

 

Gas Utilities — 0.2%

 

 

 

1,480,000

 

Suburban Propane Partners LP/Suburban Energy Finance Corp.,
Senior Notes, 6.875% due 12/15/13
(c)

 

1,435,600

 

 

 

Independent Power Producers & Energy Traders — 3.3%

 

 

 

420,000

 

AES China Generating Co., Ltd., 8.250% due 6/26/10(c)

 

395,396

 

 

 

AES Corp., Senior Notes:

 

 

 

525,000

 

9.375% due 9/15/10(c)

 

559,125

 

670,000

 

8.875% due 2/15/11(c)

 

705,175

 

1,940,000

 

7.750% due 3/1/14(c)

 

1,949,700

 

1,500,000

 

7.750% due 10/15/15(c)

 

1,503,750

 

1,150,000

 

Dynegy Holdings Inc., Senior Notes, 7.750% due 6/1/19(c)

 

1,095,375

 

 

 

Edison Mission Energy, Senior Notes:

 

 

 

690,000

 

7.750% due 6/15/16(c)

 

710,700

 

550,000

 

7.200% due 5/15/19(c)

 

539,000

 

765,000

 

7.625% due 5/15/27(c)

 

724,838

 

8,080,000

 

Energy Future Holdings, Senior Notes, 11.250% due 11/1/17(a)(b)(c)

 

8,322,400

 

845,000

 

Mirant North America LLC, Senior Notes, 7.375% due 12/31/13(c)

 

855,562

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

19

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Independent Power Producers & Energy Traders — 3.3% continued

 

 

 

 

 

NRG Energy Inc., Senior Notes:

 

 

 

450,000

 

7.250% due 2/1/14(c)

 

$       442,125

 

2,850,000

 

7.375% due 2/1/16(c)

 

2,785,875

 

 

 

Total Independent Power Producers & Energy Traders

 

20,589,021

 

 

 

TOTAL UTILITIES

 

25,445,279

 

 

 

TOTAL CORPORATE BONDS & NOTES
(Cost — $304,846,075)

 

291,967,720

 

ASSET-BACKED SECURITIES — 0.0%

 

 

 

 

 

Home Equity — 0.0%

 

 

 

110,125

 

Finance America Net Interest Margin Trust, 5.250% due 6/27/34(a)(g)

 

55

 

 

 

Sail Net Interest Margin Notes:

 

 

 

42,974

 

7.000% due 7/27/33(a)(g)

 

43

 

14,101

 

7.000% due 7/27/33(a)(g)

 

7

 

 

 

TOTAL ASSET-BACKED SECURITIES
(Cost — $166,854)

 

105

 

COLLATERALIZED MORTGAGE OBLIGATIONS — 0.7%

 

 

 

 

 

Federal National Mortgage Association (FNMA) STRIPS, IO:

 

 

 

7,719,990

 

5.500% due 1/1/33(g)

 

1,978,687

 

9,553,546

 

5.500% due 6/1/33(g)

 

2,449,925

 

 

 

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost — $4,921,009)

 

4,428,612

 

COLLATERALIZED SENIOR LOANS — 0.2%

 

 

 

 

 

Oil, Gas & Consumable Fuels — 0.2%

 

 

 

 

 

Ashmore Energy International:

 

 

 

131,105

 

Synthetic Revolving Credit Facility, 8.250% due 3/30/14(e)

 

118,158

 

966,830

 

Term Loan, 5.696% due 3/30/14(e)

 

871,356

 

 

 

TOTAL COLLATERALIZED SENIOR LOANS
(Cost — $1,095,542)

 

989,514

 

MORTGAGE-BACKED SECURITIES — 31.2%

 

 

 

 

 

FHLMC — 15.1%

 

 

 

 

 

Federal Home Loan Mortgage Corp. (FHLMC):

 

 

 

2,025,677

 

5.914% due 10/1/36(c)(e)

 

2,075,059

 

4,093,809

 

5.733% due 3/1/37(c)(e)

 

4,194,790

 

3,540,474

 

5.888% due 5/1/37(c)(e)

 

3,624,233

 

188,789

 

6.116% due 9/1/37(c)(e)

 

192,957

 

4,029,014

 

5.828% due 11/1/37(c)(e)

 

4,122,045

 

3,965,619

 

5.619% due 12/1/37(c)(e)

 

4,051,290

 

 

 

Gold:

 

 

 

36,754,387

 

5.500% due 12/1/37(c)

 

36,549,247

 

40,000,000

 

5.000% due 6/12/38(h)

 

38,643,760

 

1,600,000

 

5.500% due 7/14/38(h)

 

1,584,750

 

 

 

TOTAL FHLMC

 

95,038,131

 

 

See Notes to Financial Statements.

 

20

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

FNMA — 13.3%

 

 

 

 

 

Federal National Mortgage Association (FNMA):

 

 

 

500,000

 

6.000% due 6/17/23(h)

 

$      513,203

 

909,554

 

6.500% due 7/1/36(c)

 

939,057

 

10,580,747

 

6.000% due 10/1/37(c)

 

10,746,468

 

41,170,000

 

5.000% due 6/12/38(h)

 

39,774,090

 

2,700,000

 

5.500% due 6/12/38(h)

 

2,681,016

 

16,130,000

 

5.000% due 7/14/38(h)

 

15,547,804

 

9,750,000

 

5.500% due 7/14/38(h)

 

9,711,916

 

4,100,000

 

6.500% due 7/14/38(h)

 

4,215,952

 

 

 

TOTAL FNMA

 

84,129,506

 

 

 

GNMA — 2.8%

 

 

 

4,600,000

 

Government National Mortgage Association (GNMA) I, 6.500% due 6/21/38(h)

 

4,740,157

 

12,800,000

 

Government National Mortgage Association (GNMA) II, 6.500% due 6/21/38(h)

 

13,188,032

 

 

 

TOTAL GNMA

 

17,928,189

 

 

 

TOTAL MORTGAGE-BACKED SECURITIES
(Cost — $198,505,982)

 

197,095,826

 

SOVEREIGN BONDS — 10.2%

 

 

 

 

 

Argentina — 0.6%

 

 

 

 

 

Republic of Argentina:

 

 

 

1,074,000

EUR

9.000% due 6/20/03(d)

 

501,247

 

1,100,000

EUR

10.250% due 1/26/07(d)

 

539,050

 

1,729,117

EUR

8.000% due 2/26/08(d)

 

828,517

 

1,550,000

DEM

11.750% due 11/13/26(d)

 

360,622

 

1,465,776

ARS

Bonds, 2.000% due 1/3/10(c)(e)

 

1,039,140

 

522,000

EUR

Medium-Term Notes, 10.000% due 2/22/07(d)

 

255,804

 

 

 

Total Argentina

 

3,524,380

 

 

 

Brazil — 2.9%

 

 

 

 

 

Brazil Nota do Tesouro Nacional:

 

 

 

1,000

BRL

9.762% due 1/1/10

 

579

 

32,108,000

BRL

9.762% due 7/1/10(c)

 

18,320,005

 

 

 

Total Brazil

 

18,320,584

 

 

 

Colombia — 0.7%

 

 

 

 

 

Republic of Colombia:

 

 

 

544,000

 

11.750% due 2/25/20(c)

 

826,200

 

2,852,000

 

7.375% due 9/18/37(c)

 

3,247,715

 

 

 

Total Colombia

 

4,073,915

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

21

 


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE AMOUNT†

 

 

 

SECURITY

 

VALUE

 

 

 

 

 

Ecuador — 0.4%

 

 

 

2,765,000

 

 

 

Republic of Ecuador, 10.000% due 8/15/30(a)(c)

 

$

2,806,475

 

 

 

 

 

Indonesia — 0.9%

 

 

 

 

 

 

 

Republic of Indonesia:

 

 

 

15,399,000,000

 

IDR

 

10.250% due 7/15/22(c)

 

1,372,364

 

28,956,000,000

 

IDR

 

11.000% due 9/15/25(c)

 

2,697,021

 

525,000

 

 

 

8.500% due 10/12/35(a)(c)

 

565,688

 

11,646,000,000

 

IDR

 

9.750% due 5/15/37(c)

 

938,081

 

 

 

 

 

Total Indonesia

 

5,573,154

 

 

 

 

 

Mexico — 0.4%

 

 

 

 

 

 

 

United Mexican States:

 

 

 

300,000

 

 

 

11.375% due 9/15/16(c)

 

425,250

 

 

 

 

 

Medium-Term Notes:

 

 

 

4,000

 

 

 

5.625% due 1/15/17

 

4,122

 

2,112,000

 

 

 

6.750% due 9/27/34(c)

 

2,310,000

 

 

 

 

 

Total Mexico

 

2,739,372

 

 

 

 

 

Panama — 1.1%

 

 

 

 

 

 

 

Republic of Panama:

 

 

 

1,275,000

 

 

 

9.375% due 4/1/29(c)

 

1,726,669

 

4,820,000

 

 

 

6.700% due 1/26/36(c)

 

5,073,050

 

 

 

 

 

Total Panama

 

6,799,719

 

 

 

 

 

Peru — 0.4%

 

 

 

 

 

 

 

Republic of Peru:

 

 

 

278,000

 

 

 

8.750% due 11/21/33(c)

 

368,350

 

1,774,000

 

 

 

Bonds, 6.550% due 3/14/37(c)

 

1,867,135

 

50,000

 

 

 

Global Bonds, 7.350% due 7/21/25

 

57,375

 

 

 

 

 

Total Peru

 

2,292,860

 

 

 

 

 

Russia — 0.6%

 

 

 

2,196,000

 

 

 

Russian Federation, 12.750% due 6/24/28(a)(c)

 

3,944,565

 

 

 

 

 

Turkey — 0.2%

 

 

 

1,896,000

 

TRY

 

Republic of Turkey, 14.000% due 1/19/11(c)

 

1,381,935

 

 

 

 

 

Uruguay — 0.2%

 

 

 

1,259,935

 

 

 

Oriental Republic of Uruguay, Bonds, 7.625% due 3/21/36(c)

 

1,335,531

 

 

 

 

 

Venezuela — 1.8%

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela:

 

 

 

365,000

 

 

 

8.500% due 10/8/14(c)

 

344,925

 

10,497,000

 

 

 

5.750% due 2/26/16(c)

 

8,292,630

 

475,000

 

 

 

7.650% due 4/21/25(c)

 

375,250

 

 

See Notes to Financial Statements.

 

22

 

Western Asset Global High Income Fund Inc. 2008 Annual Report


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

FACE AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Venezuela — 1.8% continued

 

 

 

 

 

Collective Action Securities:

 

 

 

1,608,000

 

9.375% due 1/13/34(c)

 

$

1,423,080

 

875,000

 

Notes, 10.750% due 9/19/13(c)

 

914,375

 

 

 

Total Venezuela

 

11,350,260

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $62,358,939)

 

64,142,750

 

U.S. GOVERNMENT & AGENCY OBLIGATIONS — 4.5%

 

 

 

 

 

U.S. Government Agencies — 4.5%

 

 

 

 

 

Federal Home Loan Bank (FHLB):

 

 

 

6,000,000

 

2.450% due 9/11/08(c)

 

6,001,182

 

21,000,000

 

2.528% due 1/8/09(c)(e)

 

20,999,937

 

410,000

 

Federal Home Loan Mortgage Corp. (FHLMC), Notes, 5.125% due 4/18/11(c)

 

427,520

 

1,000,000

 

Federal National Mortgage Association (FNMA), 5.625% due 11/15/21(c)

 

1,011,845

 

 

 

TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost — $28,233,398)

 

28,440,484

 

U.S. TREASURY INFLATION PROTECTED SECURITIES — 1.7%

 

 

 

 

 

U.S. Treasury Bonds, Inflation Indexed:

 

 

 

3,129,792

 

2.000% due 1/15/26(c)

 

3,078,689

 

973,848

 

2.375% due 1/15/27(c)

 

1,013,258

 

2,414,935

 

1.750% due 1/15/28(c)

 

2,276,079

 

 

 

U.S. Treasury Notes, Inflation Indexed:

 

 

 

752,871

 

2.000% due 1/15/16(c)

 

786,457

 

1,735,989

 

2.375% due 1/15/17(c)

 

1,864,697

 

1,750,949

 

2.625% due 7/15/17(c)

 

1,919,480

 

 

 

TOTAL U.S. TREASURY INFLATION PROTECTED SECURITIES
(Cost — $10,554,570)

 

10,938,660

 

SHARES

 

 

 

 

 

COMMON STOCK — 0.0%

 

 

 

CONSUMER DISCRETIONARY — 0.0%

 

 

 

 

 

Household Durables — 0.0%

 

 

 

2,085,181

 

Home Interiors & Gifts Inc.(f)(g)* (Cost — $853,389)

 

2

 

PREFERRED STOCKS — 0.1%

 

 

 

CONSUMER DISCRETIONARY — 0.1%

 

 

 

 

 

Automobiles — 0.1%

 

 

 

32,400

 

Ford Motor Co., 8.000%

 

487,895

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 

23


 

Schedule of investments continued

May 31, 2008

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

SHARES

 

 

 

SECURITY

 

VALUE

 

FINANCIALS — 0.0%

 

 

 

 

 

 

 

Capital Markets — 0.0%

 

 

 

140

 

 

 

Lehman Brothers Holdings Inc., 7.250%

 

$

151,900

 

 

 

 

 

Diversified Financial Services — 0.0%

 

 

 

2,600

 

 

 

Preferred Plus, Trust Series FRD-1, 7.400%

 

37,882

 

9,700

 

 

 

Saturns, Series F 2003-5, 8.125%

 

160,050

 

 

 

 

 

Total Diversified Financial Services

 

197,932

 

 

 

 

 

TOTAL FINANCIALS

 

349,832

 

 

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $878,392)

 

837,727

 

WARRANTS

 

 

 

 

 

 

 

WARRANT — 0.0%

 

 

 

2,675

 

 

 

Bolivarian Republic of Venezuela, Oil-linked payment obligations,
Expires 4/15/20* (Cost — $82,925)

 

95,631

 

 

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS
(Cost — $612,497,075)

 

598,937,031

 

FACE AMOUNT†

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS — 5.1%

 

 

 

 

 

 

 

Sovereign Bonds — 2.5%

 

 

 

440,000

 

MYR

 

Bank Negara Malaysia Islamic Notes, zero coupon bond to yield
3.214% due 9/25/08

 

134,309

 

 

 

 

 

Bank Negara Malaysia Monetary Notes:

 

 

 

5,119,000

 

MYR

 

Zero coupon bond to yield 3.177% due 7/17/08

 

1,573,633

 

180,000

 

MYR

 

Zero coupon bond to yield 3.190% due 8/7/08

 

55,217

 

 

 

 

 

Egypt Treasury Bills:

 

 

 

56,850,000

 

EGP

 

Zero coupon bond to yield 7.570% due 10/28/08(c)

 

10,309,544

 

20,625,000

 

EGP

 

Zero coupon bond to yield 6.800% due 11/11/08(c)

 

3,728,699

 

 

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $15,458,379)

 

15,801,402

 

 

 

 

 

U.S. Government Agencies — 2.6%

 

 

 

14,700,000

 

 

 

Federal Home Loan Bank (FHLB),
Discount Notes 1.900% — 1.901%, due 6/2/08
(c)(i)

 

14,699,224

 

1,647,000

 

 

 

Federal National Mortgage Association (FNMA),
Discount Notes 1.384% — 1.957%, due 12/15/08
(c)(i)(j)

 

1,626,869

 

 

 

 

 

TOTAL U.S. GOVERNMENT AGENCIES
(Cost — $16,329,862)

 

16,326,093

 

 

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost — $31,788,241)

 

32,127,495

 

 

 

 

 

TOTAL INVESTMENTS — 100% (Cost — $644,285,316#)

 

$

631,064,526

 

 

See Notes to Financial Statements.

 

24

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.

 

*

Non-income producing security.

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

(a)

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

(b)

Payment-in-kind security for which part of the income earned may be paid as additional principal.

(c)

All or a portion of this security is segregated for a revolving credit facility, open futures contracts, swap contracts, foreign currency contracts and securities traded on a to-be-announced (“TBA”) basis.

(d)

Security is currently in default.

(e)

Variable rate security. Interest rate disclosed is that which is in effect at May 31, 2008.

(f)

Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).

(g)

Illiquid security.

(h)

This security is traded on a TBA basis (See Note 1).

(i)

Rate shown represents yield-to-maturity.

(j)

All or a portion of this security is held at the broker as collateral for open futures contracts.

#

Aggregate cost for federal income tax purposes is $645,533,571.

 

Abbreviations used in this schedule:

ARS

– Argentine Peso

BRL

– Brazilian Real

DEM

– German Mark

EGP

– Egyptian Pound

EUR

– Euro

IDR

– Indonesian Rupiah

IO

– Interest Only

MYR

– Malaysian Ringgit

OJSC

– Open Joint Stock Company

RUB

– Russian Ruble

STRIPS

– Separate Trading of Registered Interest and Principal Securities

TRY

– Turkish Lira

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 

25


 

Statement of assets and liabilities

May 31, 2008

 

ASSETS:

 

 

 

Investments, at value (Cost — $644,285,316)

 

$631,064,526

 

Foreign currency, at value (Cost — $938,929)

 

950,503

 

Cash

 

507,003

 

Receivable for securities sold

 

67,234,912

 

Deposits with brokers for open swap contracts

 

9,700,000

 

Interest receivable

 

8,828,378

 

Interest receivable for open swap contracts

 

1,305,620

 

Prepaid expenses

 

25,284

 

Total Assets

 

719,616,226

 

LIABILITIES:

 

 

 

Payable for securities purchased

 

199,858,455

 

Loan payable (Note 4)

 

100,000,000

 

Swap contracts, at value (premium paid $1,670,625)

 

9,364,187

 

Investment management fee payable

 

463,794

 

Interest payable

 

215,679

 

Interest payable for open swap contracts

 

203,494

 

Payable to broker—variation margin on open futures contracts

 

176,327

 

Payable for open forward currency contracts

 

75,805

 

Directors’ fees payable

 

11,653

 

Accrued expenses

 

261,955

 

Total Liabilities

 

310,631,349

 

TOTAL NET ASSETS

 

$408,984,877

 

NET ASSETS:

 

 

 

Par value ($0.001 par value; 30,608,381 shares issued and outstanding; 100,000,000 shares authorized)

 

$         30,608

 

Paid-in capital in excess of par value

 

436,420,710

 

Undistributed net investment income

 

2,624,568

 

Accumulated net realized loss on investments, futures contracts, options written, swap contracts and foreign currency transactions

 

(6,643,303

)

Net unrealized depreciation on investments, futures contracts, swap contracts and foreign currencies

 

(23,447,706

)

TOTAL NET ASSETS

 

$408,984,877

 

Shares Outstanding

 

30,608,381

 

Net Asset Value

 

$

13.36

 

 

See Notes to Financial Statements.

 

26

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

Statement of operations

For the Year Ended May 31, 2008

 

INVESTMENT INCOME:

 

 

 

Interest

 

$

38,839,658

 

Dividends

 

97,775

 

Less: Foreign taxes withheld

 

(29,482

)

Total Investment Income

 

38,907,951

 

EXPENSES:

 

 

 

Investment management fee (Note 2)

 

5,905,274

 

Interest expense (Note 4)

 

4,948,010

 

Commitment fees (Note 4)

 

210,171

 

Shareholder reports

 

181,451

 

Custody fees

 

127,742

 

Directors’ fees

 

95,894

 

Legal fees

 

87,964

 

Audit and tax

 

80,667

 

Stock exchange listing fees

 

19,172

 

Transfer agent fees

 

17,520

 

Insurance

 

6,742

 

Miscellaneous expenses

 

14,446

 

Total Expenses

 

11,695,053

 

NET INVESTMENT INCOME

 

27,212,898

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,

 

 

 

FUTURES CONTRACTS, OPTIONS WRITTEN, SWAP CONTRACTS AND

 

 

 

FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

7,980,230

 

Futures contracts

 

(9,245,852

)

Options written

 

567,340

 

Swap contracts

 

2,695,012

 

Foreign currency transactions

 

28,886

 

Net Realized Gain

 

2,025,616

 

Change in Net Unrealized Appreciation/Depreciation From:

 

 

 

Investments

 

(27,882,986

)

Futures contracts

 

785,544

 

Swap contracts

 

(11,034,812

)

Foreign currencies

 

(23,559

)

Change in Net Unrealized Appreciation/Depreciation

 

(38,155,813

)

Net Loss on Investments, Futures Contracts, Options Written,
Swap Contracts and Foreign Currency Transactions

 

(36,130,197

)

DECREASE IN NET ASSETS FROM OPERATIONS

 

$

(8,917,299

)

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 

27


 

Statements of changes in net assets

 

FOR THE YEARS ENDED MAY 31,

 

2008

 

2007

 

OPERATIONS:

 

 

 

 

 

Net investment income

 

$  27,212,898

 

$  25,494,503

 

Net realized gain (loss)

 

2,025,616

 

(895,017

)

Change in net unrealized appreciation/depreciation

 

(38,155,813

)

25,360,322

 

Increase from payment by affiliate

 

 

5,862

 

Increase (Decrease) in Net Assets from Operations

 

(8,917,299

)

49,965,670

 

DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1):

 

 

 

 

 

Net investment income

 

(31,220,548

)

(24,262,360

)

Net realized gains

 

 

(7,858,440

)

Decrease in Net Assets From Distributions to Shareholders

 

(31,220,548

)

(32,120,800

)

FUND SHARE TRANSACTIONS (NOTE 6):

 

 

 

 

 

Proceeds from shares issued in reinvestment of distributions
(66,306 shares issued)

 

 

952,900

 

Increase in Net Assets From Fund Share Transactions

 

 

952,900

 

INCREASE (DECREASE) IN NET ASSETS

 

(40,137,847

)

18,797,770

 

NET ASSETS:

 

 

 

 

 

Beginning of year

 

449,122,724

 

430,324,954

 

End of year*

 

$408,984,877

 

$449,122,724

 

* Includes undistributed net investment income of:

 

$2,624,568

 

$2,164,290

 

 

See Notes to Financial Statements.

 

28

 

Western Asset Global High Income Fund Inc. 2008 Annual Report


 

Statement of cash flows

For the Year Ended May 31, 2008

 

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

Interest received

 

$

34,528,203

 

Operating expenses paid

 

(6,685,799

)

Net purchases of short-term investments

 

151,957,108

 

Realized gain on foreign currency transactions

 

28,886

 

Realized gain on options

 

567,340

 

Realized loss on futures contracts

 

(9,245,852

)

Realized gain on swap contracts

 

2,695,012

 

Net change in unrealized appreciation on futures contracts

 

785,544

 

Net change in unrealized depreciation on foreign currencies

 

(23,559

)

Purchases of long-term investments

 

(3,173,898,769

)

Proceeds from disposition of long-term investments

 

3,047,912,647

 

Premium for written swaps

 

(1,670,625

)

Change in payable to broker—variation margin

 

67,408

 

Change in payable for open forward currency contracts

 

88,591

 

Deposits with brokers for open swap contracts

 

(9,700,000

)

Interest paid

 

(4,957,852

)

Net Cash Provided By Operating Activities

 

32,448,283

 

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:

 

 

 

Cash distributions paid on Common Stock

 

(31,220,548

)

Net Cash Flows Used By Financing Activities

 

(31,220,548

)

NET INCREASE IN CASH

 

1,227,735

 

Cash, Beginning of year

 

229,771

 

Cash, End of year

 

$

1,457,506

 

RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

Decrease in Net Assets From Operations

 

$

(8,917,299

)

Accretion of discount on investments

 

(2,844,465

)

Amortization of premium on investments

 

1,150,475

 

Decrease in investments, at value

 

134,954,404

 

Decrease in payable for securities purchased

 

(114,682,121

)

Increase in interest receivable

 

(2,685,758

)

Decrease in premium for written swaps

 

(1,670,625

)

Decrease in receivable for securities sold

 

36,636,271

 

Increase in payable for open forward currency contracts

 

88,591

 

Increase in payable to broker—variation margin

 

67,408

 

Increase in deposits with brokers for open swap contracts

 

(9,700,000

)

Increase in prepaid expenses

 

(7,890

)

Decrease in interest payable

 

(9,842

)

Increase in accrued expenses

 

69,134

 

Total Adjustments

 

41,365,582

 

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

 

$

32,448,283

 

 

See Notes to Financial Statements.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 

29


 

Financial highlights

 

FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR ENDED MAY 31,

UNLESS OTHERWISE NOTED:

 

 

 

 

2008

 

2007

 

2006

 

20051

 

20041,2

 

 

 

NET ASSET VALUE, BEGINNING OF YEAR

 

$14.67

 

$14.09

 

$14.76

 

$14.50

 

$14.30

3

 

 

INCOME (LOSS) FROM OPERATIONS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.89

 

0.83

 

0.95

 

1.02

 

1.00

 

 

 

Net realized and unrealized gain (loss)

 

(1.18

)

0.80

 

0.00

4

0.51

 

0.23

 

 

 

Total income (loss) from operations

 

(0.29

)

1.63

 

0.95

 

1.53

 

1.23

 

 

 

LESS DISTRIBUTIONS FROM:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(1.02

)

(0.79

)

(0.97

)

(1.06

)

(0.97

)

 

 

Net realized gains

 

 

(0.26

)

(0.65

)

(0.17

)

(0.06

)

 

 

Return of capital

 

 

 

 

(0.04

)

 

 

 

Total distributions

 

(1.02

)

(1.05

)

(1.62

)

(1.27

)

(1.03

)

 

 

Increase in Net Asset Value due to shares issued on reinvestment of distributions

 

 

0.00

4

 

 

0.00

4

 

 

NET ASSET VALUE, END OF YEAR

 

$13.36

 

$14.67

 

$14.09

 

$14.76

 

$14.50

 

 

 

MARKET PRICE, END OF YEAR

 

$12.12

 

$14.17

 

$12.42

 

$12.96

 

$13.76

 

 

 

Total return, based on NAV5,6

 

(1.84

)%

11.96

%7

6.57

%

10.92

%

8.44

%

 

 

Total return, based on Market Price6

 

(6.91

)%

23.25

%

8.46

%

3.15

%

(1.63

)%

 

 

NET ASSETS, END OF YEAR (000s)

 

$408,985

 

$449,123

 

$430,325

 

$450,716

 

$442,892

 

 

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

2.80

%

2.86

%

2.63

%

2.14

%

1.79

%8

 

 

Gross expenses, excluding interest expense

 

1.61

 

1.58

 

1.58

 

1.55

 

1.45

8

 

 

Net expenses

 

2.80

9

2.86

9

2.62

9

2.14

 

1.79

8

 

 

Net expenses, excluding interest expense

 

1.61

9

1.58

9

1.58

9

1.55

 

1.45

8

 

 

Net investment income

 

6.50

 

5.77

 

6.43

 

6.85

 

7.93

8

 

 

PORTFOLIO TURNOVER RATE10

 

63

%

201

%

111

%

88

%

100

%

 

 

SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans Outstanding, End of Year (000s)

 

$100,000

 

$100,000

 

$100,000

 

$100,000

 

$100,000

 

 

 

Asset Coverage (000s)

 

508,985

 

$549,123

 

$530,325

 

$550,716

 

$542,892

 

 

 

Asset Coverage for Loan Outstanding

 

509

%

549

%

530

%

551

%

543

%

 

 

Weighted Average Loan (000s)

 

$100,000

 

$100,000

 

$100,000

 

$100,000

 

$108,367

 

 

 

Weighted Average Interest Rate on Loans

 

4.87

%

5.67

%

4.71

%

2.70

%

1.65

%8

 

1

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

2

For the period July 28, 2003 (inception date) to May 31, 2004.

3

Initial public offering price of $15.00 per share less offering costs and sales load totaling $0.70 per share.

4

Amount represents less than $0.01 per share.

5

Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.

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

The prior investment manager fully reimbursed the fund for losses incurred resulting from an investment transaction error. Without this reimbursement, total return would not have changed.

8

Annualized.

9

Reflects fee waivers and/or expense reimbursements.

10

Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 483%, 533%, 527%, 437%, and 285% for the years ended May 31, 2008, 2007, 2006, 2005, and the period ended May 31, 2004, respectively.

 

See Notes to Financial Statements.

 

30

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

Notes to financial statements

 

1. Organization and significant accounting policies

 

Western Asset Global High Income Fund Inc. (the “Fund”) was incorporated in Maryland and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Board of Directors authorized 100 million shares of $0.001 par value common stock. The Fund’s primary investment objective is high current income. The Fund’s secondary objective is total return.

 

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.

 

(a) Investment valuation. Debt securities are valued at the mean between the last quoted bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. 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. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last quoted bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these securities at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates fair value.

 

(b) Repurchase agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian 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 exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

(c) Financial futures contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal in value to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments,

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

31

 


 

Notes to financial statements continued

 

known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign currency denominated futures contracts, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

 

The risks associated with entering into financial futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying financial instruments. In addition, investing in financial futures contracts involves the risk that the Fund could lose more than the initial margin deposit and subsequent payments required for a futures transaction. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

 

(d) Forward foreign currency contracts. The Fund may enter 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 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 of the contract at the time it was closed.

 

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

 

(e) Mortgage dollar rolls. The Fund may enter into dollar rolls in which the Fund sells mortgage-backed securities for delivery in the current month, realizing a gain or loss, and simultaneously contracts to repurchase substantially similar (same type, coupon and maturity) securities to settle on a specified future date. During the roll period, the Fund forgoes interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the specified future date. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations with respect to dollar rolls.

 

The Fund executes its mortgage dollar rolls entirely in the to-be-announced (“TBA”) market, where the Fund makes a forward commitment to purchase a security and, instead of accepting delivery, the position is offset by a sale of the security with a simultaneous agreement to repurchase at a future date.

 

32

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

The risk of entering into a mortgage dollar roll is that the market value of the securities the Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, the Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.

 

(f) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the Fund realizes a gain from investments equal to the amount of the premium received. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is treated as a realized gain or loss. When a written put option is exercised, the amount of the premium received is added to the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

 

The risk in writing a covered call option is that the Fund may forego the opportunity of profit if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the underlying security decreases and the option is exercised. The risk in writing a call option is that the Fund is exposed to the risk of loss if the market price of the underlying security increases. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

 

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

 

The yield to maturity on IO’s is sensitive to the rate of principal repayments (including prepayments) on the related underlying debt obligation and principal payments may have a material effect on yield to maturity. If the underlying debt obligation experiences greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IO’s.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

33

 


 

Notes to financial statements continued

 

(h) Securities traded on a to-be-announced basis. The Fund may trade securities on a to-be-announced (“TBA”) basis. In a TBA transaction, the Fund commits to purchasing or selling securities which have not yet been issued by the issuer and for which specific information is not known, such as the face amount and maturity date and the underlying pool of investments in U.S. government agency mortgage pass-through securities. Securities purchased on a TBA basis are not settled until they are delivered to the Fund, normally 15 to 45 days after purchase. Beginning on the date the Fund enters into a TBA transaction, cash, U.S. government securities or other liquid high-grade debt obligations are segregated in an amount equal in value to the purchase price of the TBA security. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.

 

(i) 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.

 

(j) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

 

(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 at 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 changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized

 

34

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at 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) Swap contracts. Swaps involve the exchange by the Fund with another party of the respective amounts payable with respect to a notional principal amount related to one or more indices. The Fund may enter into these transactions to preserve a return or spread on a particular investment or portion of its assets, as a duration management technique, or to protect against any increase in the price of securities the Fund anticipates purchasing at a later date. The Fund may also use these transactions for speculative purposes, such as to obtain the price performance of a security without actually purchasing the security in circumstances where, for example, the subject security is illiquid, is unavailable for direct investment or available only on less attractive terms.

 

Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as an unrealized gain or loss in the Statement of Operations. Net receipts or payments of interest are recorded as realized gains or losses, respectively.

 

Swaps have risks associated with them, including possible default by the counterparty to the transaction, illiquidity and, where swaps are used as hedges, the risk that the use of a swap could result in losses greater than if the swap had not been employed.

 

(m) Credit default swaps. The Fund may enter into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate issuers or sovereign issuers of an emerging country, on a specified obligation. The Fund may use a CDS to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund has exposure to the sovereign issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will pay to the buyer of the protection an amount up to the notional value of the swap, and in certain instances take delivery of the security. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

35

 


 

Notes to financial statements continued

 

Payments received or made at the beginning of the measurement period are reflected as such on the Statement of Assets and Liabilities. These upfront payments are recorded as realized gain or loss on the Statement of Operations upon termination or maturity of the swap. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss on the Statement of Operations. Net periodic payments received or paid by the Fund are recorded as realized gain or loss on the Statement of Operations.

 

Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.

 

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

 

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

 

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of May 31, 2008, no provision for income tax would be required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

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

 

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

 

 

 

Undistributed Net
Investment Income

 

Accumulated Net
Realized Loss

(a)

 

$4,467,928

 

$(4,467,928

 

(a)

Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities, income from mortgage backed securities treated as capital gains for tax purposes and book/tax differences in the treatment of swaps.

 

36

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

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 (“Western Asset”) and Western Asset Management Company Limited (“Western Asset Limited”) are the Fund’s subadvisers. LMPFA, Western Asset and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

 

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 0.85% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings.

 

LMPFA has delegated to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited provides certain advisory services to the Fund relating to currency transactions and investment in non-U.S. dollar denominated securities. Western Asset Limited does not receive any compensation from the Fund and is paid by Western Asset for its services to the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited a subadvisory fee of 0.30% on assets managed by Western Asset Limited.

 

During the periods in which the Fund is utilizing borrowings, the fee which is payable to the investment manager as a percentage of the Fund’s assets will be higher than if the Fund did not utilize borrowings because the fee is calculated as a percentage of the Fund’s net assets, including those investments purchased with borrowings. Borrowings for the purpose of the calculation of the management fee include loans from certain financial institutions, the use of mortgage dollar roll transactions and reverse repurchase agreements, if any.

 

Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

 

3. Investments

 

During the year ended May 31, 2008, 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

 

$157,407,025

 

 

$2,699,479,847

 

Sales

 

126,176,928

 

 

2,682,441,002

 

 

At May 31, 2008, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$  11,984,411

 

Gross unrealized depreciation

 

(26,453,456

)

Net unrealized depreciation

 

$(14,469,045

)

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

37

 


 

Notes to financial statements continued

 

At May 31, 2008, the Fund had the following open futures contracts:

 

 

 

NUMBER OF
CONTRACTS

 

EXPIRATION
DATE

 

BASIS
VALUE

 

MARKET VALUE

 

UNREALIZED
GAIN (LOSS)

 

Contracts to buy:

 

 

 

 

 

 

 

 

 

 

 

Japanese Yen

 

48

 

 

6/08

 

$  5,833,440

 

$  5,694,600

 

$(138,840

)

Contracts to sell:

 

 

 

 

 

 

 

 

 

 

 

 

Australian Dollar

 

16

 

 

6/08

 

$  1,461,280

 

$  1,527,200

 

$  (65,920

)

Eurodollar

 

32

 

 

6/08

 

6,114,771

 

6,218,400

 

(103,629

)

U.S. Treasury Bond

 

48

 

 

9/08

 

5,522,783

 

5,448,000

 

74,783

 

U.S. Treasury 2 Year Note

 

45

 

 

9/08

 

9,496,822

 

9,478,125

 

18,697

 

U.S. Treasury 5 Year Note

 

310

 

 

9/08

 

34,399,036

 

34,080,625

 

318,411

 

U.S. Treasury 10 Year Note

 

428

 

 

9/08

 

48,799,126

 

48,109,874

 

689,252

 

 

 

 

 

 

 

 

 

 

 

 

931,594

 

Net unrealized gain on open futures contracts

 

 

 

 

 

 

 

$  792,754

 

 

At May 31, 2008, the Fund had the following open forward foreign currency contracts:

 

 

 

LOCAL
CURRENCY

 

MARKET
VALUE

 

SETTLEMENT
DATE

 

UNREALIZED
LOSS

 

Contracts to buy:

 

 

 

 

 

 

 

 

 

Indian Rupee

 

12,521,500

 

$

294,498

 

6/16/08

 

 

$(14,598

)

Indian Rupee

 

37,516,950

 

882,377

 

6/16/08

 

 

(46,031

)

Indian Rupee

 

12,545,100

 

295,053

 

6/16/08

 

 

(14,893

)

 

 

 

 

 

 

 

 

 

(75,522

)

Contracts to sell:

 

 

 

 

 

 

 

 

 

 

British Pound

 

1,683,000

 

$

3,313,437

 

8/5/08

 

 

$     (283

)

Net unrealized loss on open forward foreign currency contracts

 

 

 

 

 

$(75,805

)

 

During the year ended May 31, 2008, written option transactions for the Fund were as follows:

 

 

 

NUMBER OF
CONTRACTS

 

PREMIUMS
RECEIVED

 

Options written, outstanding May 31, 2007

 

 

 

Options written

 

82,400,000

 

$ 567,340

 

Options closed

 

 

 

Options expired

 

(82,400,000

)

(567,340

)

Options written, outstanding May 31, 2008

 

 

 

 

At May 31, 2008, the Fund held TBA securities with a cost of $132,274,972.

 

38

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

At May 31, 2008, the Fund held the following interest rate swap contracts:

 

Swap Counterparty:

Barclays Capital Inc.

Notional Amount:

$9,300,000

Payments Received by Fund:

Fixed Rate, 4.280%

Payments Made by Fund:

Floating Rate (6-Month EURIBOR)

Termination Date:

4/11/10

Unrealized Depreciation:

$(178,051)

Swap Counterparty:

Barclays Capital Inc.

Notional Amount:

$1,900,000

Payments Received by Fund:

Floating Rate (6-Month EURIBOR)

Payments Made by Fund:

Fixed Rate, 4.466%

Termination Date:

4/11/18

Unrealized Appreciation:

$81,460

Swap Counterparty:

Barclays Capital Inc.

Notional Amount:

$7,100,000

Payments Received by Fund:

Fixed Rate, 4.254%

Payments Made by Fund:

Floating Rate (6-Month EURIBOR)

Termination Date:

4/14/10

Unrealized Depreciation:

$(141,008)

Swap Counterparty:

Barclays Capital Inc.

Notional Amount:

$1,500,000

Payments Received by Fund:

Floating Rate (6-Month EURIBOR)

Payments Made by Fund:

Fixed Rate, 4.440%

Termination Date:

4/14/18

Unrealized Appreciation:

$69,130

Swap Counterparty:

Barclays Capital Inc.

Notional Amount:

$1,300,000

Payments Received by Fund:

Fixed Rate, 4.441%

Payments Made by Fund:

Floating Rate (6-Month EURIBOR)

Termination Date:

5/12/10

Unrealized Depreciation:

$(20,213)

Swap Counterparty:

Credit Suisse First Boston Inc.

Notional Amount:

$12,800,000

Payments Received by Fund:

Fixed Rate, 4.790%

Payments Made by Fund:

Floating Rate (3–Month LIBOR)

Termination Date:

6/2/12

Unrealized Appreciation:

$25,863

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

39

 


 

Notes to financial statements continued

 

Swap Counterparty:

Credit Suisse First Boston Inc.

Notional Amount:

$3,100,000

Payments Received by Fund:

Floating Rate (3-Month LIBOR)

Payments Made by Fund:

Fixed Rate, 5.223%

Termination Date:

6/2/20

Unrealized Depreciation:

$(14,787)

 

At May 31, 2008, the Fund held the following credit default swap contract:

 

Swap Counterparty:

Barclays Capital Inc.

Referenced Entity:

CDX North America Crossover Index

Notional Amount:

$148,500,000

Payments Received by Fund:

Fixed rate, 3.750%

Payments Made by Fund:

Payment only if credit event occurs

Termination Date:

12/20/12

Unrealized Depreciation:

$(10,857,206)

 

At May 31, 2008, the Fund had a total unrealized depreciation of $11,034,812 from swap contracts.

 

4. Loan

 

At May 31, 2008, the Fund had a $150,000,000 credit line available pursuant to a revolving credit and security agreement dated as of December 21, 2006 and amended as of December 19, 2007, (“Agreement”), with CIESCO, LLC and Citibank, N.A. (“Citibank”). Citibank acts as administrative agent and secondary lender. Also as of May 31, 2008, the Fund had a $100,000,000 loan outstanding pursuant to the Agreement. The loan generally bears interest at a variable rate based on the weighted average interest rates of the underlying commercial paper or LIBOR, plus any applicable margin. In addition, the Fund pays a commitment fee on the total amount of the loan available, whether used or unused. For the year ended May 31, 2008, the Fund paid $210,171 in commitment fees. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. For the year ended May 31, 2008, based on the number of days during the reporting period that the Fund had a loan balance outstanding, the average daily loan balance was $100,000,000 and the weighted average interest rate was 4.87%. Total interest expense incurred on the loan for the year ended May 31, 2008 was $4,948,010.

 

5. Distributions subsequent to May 31, 2008

 

On May 27, 2008, the Board of Directors declared three dividends, each in the amount of $0.085 per share, payable on June 27, 2008, July 25, 2008 and August 29, 2008 to shareholders of record on June 20, 2008, July 18, 2008 and August 22, 2008, respectively.

 

40

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

6. Capital shares

 

On October 22, 2003, the Fund’s Board authorized the Fund to repurchase from time to time in the open market up to 3,000,000 shares of the Fund’s common stock. The Board directed the management of the Fund to repurchase shares of the Fund’s common stock at such times and in such amounts as management believes will enhance shareholder value, subject to review by the Fund’s Board. Since inception of the repurchase plan, the Fund has not repurchased any shares.

 

7. Income tax information and distributions to shareholders

 

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

 

 

 

 

2008

 

2007

 

Distributions paid from:

 

 

 

 

 

Ordinary income

 

$31,220,548

 

$25,968,362

 

Net long-term capital gains

 

 

6,152,438

 

Total taxable distributions

 

$31,220,548

 

$32,120,800

 

 

As of May 31, 2008, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net

 

$   2,827,016

 

Capital loss carryforward*

 

(3,634,848

)

Other book/tax temporary differences(a)

 

(1,962,648

)

Unrealized appreciation/(depreciation)(b)

 

(24,695,961

)

Total accumulated earnings / (losses) — net

 

$(27,466,441

)

 

*

As of May 31, 2008, the Fund had the following net capital loss carryforward remaining:

 

Year of Expiration

Amount

 

5/31/2015

$(2,706,694

)

5/31/2016

(928,154

)

 

$(3,634,848

)

 

These amounts will be available to offset any future taxable capital gains.

 

(a)

Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains on certain futures and foreign currency contracts, the deferral of post-October capital losses for tax purposes, interest accrued for tax purposes on defaulted securities and book/tax differences in the timing of the deductibility of various expenses.

(b)

The difference between book-basis and tax-basis unrealized appreciation / (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

41

 


 

Notes to financial statements continued

 

8. Recent accounting pronouncements

 

On September 20, 2006, the Financial Accounting Standard Boards (“FASB”) released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Management has determined that there is no material impact to the Fund’s valuation policies as a result of adopting FAS 157. The Fund will implement the disclosure requirements beginning with its August 31, 2008 Form N-Q.

 

* * *

 

In March 2008, FASB issued the Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities (“FAS 161”). FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. FAS 161 requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effect on the Fund’s financial position, performance and cash flows. Management is currently evaluating the impact the adoption of FAS 161 will have on the Fund’s financial statements and related disclosures.

 

42

 

Western Asset Global High Income Fund Inc. 2008 Annual Report

 


 

Report of independent registered public accounting firm

 

The Board of Directors and Shareholders
Western Asset Global High Income Fund Inc.:

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Global High Income Fund Inc. as of May 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the statement of cash flows for the year then ended, and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended May 31, 2005 and the period from July 28, 2003 (commencement of operations) to May 31, 2004 were audited by other independent registered public accountants whose report thereon dated July 21, 2005, expressed an unqualified opinion on those financial highlights.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Western Asset Global High Income Fund Inc. as of May 31, 2008, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, its cash flows for the year then ended, and the financial highlights for each of the years in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

 

New York, New York
July 25, 2008

 

Western Asset Global High Income Fund Inc. 2008 Annual Report  

43

 


 

Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Western Asset Global High Income Fund Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.

 

NON-INTERESTED DIRECTORS:

 

CAROL L. COLMAN
c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1946

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class I

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

President, Colman Consulting Co.

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

None

 

 

 

DANIEL P. CRONIN
c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1946

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class I

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

Formerly, Associate General Counsel, Pfizer Inc.

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

None

 

44

 

Western Asset Global High Income Fund Inc.


 

PAOLO M. CUCCHI
Drew University, 108 Brothers College, Madison, NJ 07940

 

 

 

Birth year

 

1941

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class I

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

Vice President and Dean of College of Liberal Arts at Drew University

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

None

 

 

 

LESLIE H. GELB
c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1937

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class II

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

President, Emeritus and Senior Board Fellow, The Council on Foreign Relations; Formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

Director of two registered investment companies advised by Blackstone Asia Advisors LLC (“Blackstone Advisors”)

 

 

 

WILLIAM R. HUTCHINSON
535 N. Michigan Avenue, Suite 1012, Chicago, IL 60611

 

 

 

Birth year

 

1942

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class II

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

President, W.R. Hutchinson & Associates Inc.; Formerly Group Vice President, Mergers and Acquisitions, BP Amoco p.l.c.

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

Director of Associated Banc-Corp.

 

Western Asset Global High Income Fund Inc.

 

45


 

Additional information (unaudited) continued

Information about Directors and Officers

 

RIORDAN ROETT
The Johns Hopkins University 1740 Massachusetts Ave., NW Washington, DC 20036

 

 

 

Birth year

 

1938

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class III

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

Professor and Director, Latin America Studies Program, Paul H. Nitze School of Avanced International Studies, The Johns Hopkins University

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

25

 

 

 

Other board memberships
held by Director

 

None

 

 

 

JESWALD W. SALACUSE
c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1938

 

 

 

Position(s) held
with Fund
1

 

Director and Member of the Nominating and Audit Committees, Class III

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

Henry J. Braker Professor of Commercial Law and formerly Dean, The Fletcher School of Law and Diplomacy, Tufts University

 

 

 

Number of portfolios in
fund complex overseen
by director (including
the Fund)

 

24

 

 

 

Other board memberships
held by Director

 

Director of two registered investment companies advised by Blackstone Advisors

 

46

 

Western Asset Global High Income Fund Inc.


 

INTERESTED DIRECTORS

 

R. JAY GERKEN, CFA2
Legg Mason & Co., LLC (“Legg Mason”), 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1951

 

 

 

Position(s) held
with Fund
1

 

Director, Chairman, President and Chief Executive Officer, Class II

 

 

 

Term of office1 and
length of time served

 

Since 2002

 

 

 

Principal
occupation(s) during
past 5 years

 

Managing Director, Legg Mason; Chairman of the Board and Trustee/Director of 153 funds associated with Legg Mason Partners Fund Advisor, LLC. (“LMPFA”) and its affiliates; President of LMPFA (since 2006); Chairman, President and Chief Executive Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates; Formerly, Chairman, Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management, Inc. (“CFM”) (2002 to 2005); Formerly, Chairman, President and Chief Executive Officer, Travelers Investment Advisers Inc. (2002 to 2005)

 

 

 

Number of portfolios in
fund complex overseen by
director (including
the Fund)

 

138

 

 

 

Other board memberships
held by Director

 

None

 

OFFICERS:

 

KAPREL OZSOLAK
Legg Mason, 55 Water Street, New York, NY 10041

 

 

 

Birth year

 

1965

 

 

 

Position(s) held
with Fund
1

 

Chief Financial Officer and Treasurer

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

Director of Legg Mason; Chief Financial Officer and Treasurer of certain funds associated with Legg Mason; Formerly, Controller of certain funds associated with certain predecessor firms of Legg Mason (from 2002 to 2004)

 

Western Asset Global High Income Fund Inc.  

47

 


 

Additional information (unaudited) continued

Information about Directors and Officers

 

TED P. BECKER
Legg Mason, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1951

 

 

 

Position(s) held
with Fund
1

 

Chief Compliance Officer

 

 

 

Term of office1 and
length of time served

 

Since 2006

 

 

 

Principal
occupation(s) during
past 5 years

 

Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance at Legg Mason, (since 2005); Chief Compliance Officer with certain mutual funds associated with Legg Mason, LMPFA and certain affiliates (since 2006); Formerly Managing Director of Compliance at CAM or its predecessors (from 2002 to 2005)

 

 

 

ROBERT I. FRENKEL
Legg Mason, 300 First Stamford Place, Stamford, CT 06902

 

 

 

Birth year

 

1954

 

 

 

Position(s) held
with Fund
1

 

Secretary and Chief Legal Officer

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessor (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004)

 

 

 

THOMAS C. MANDIA

Legg Mason, 300 First Stamford Place, Stamford, CT 06902

 

 

 

Birth year

 

1962

 

 

 

Position(s) held
with Fund
1

 

Assistant Secretary

 

 

 

Term of office1 and
length of time served

 

Since 2006

 

 

 

Principal
occupation(s) during
past 5 years

 

Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005); Managing Director and Deputy General Counsel for CAM (from 1992 to 2005); Assistant Secretary of certain mutual funds associated with Legg Mason

 

48

 

Western Asset Global High Income Fund Inc.

 


 

STEVEN FRANK
Legg Mason, 55 Water Street, New York, NY 10041

 

 

 

Birth year

 

1967

 

 

 

Position(s) held
with Fund
1

 

Controller

 

 

 

Term of office1 and
length of time served

 

Since 2005

 

 

 

Principal
occupation(s) during
past 5 years

 

Vice President of Legg Mason (since 2002); Controller of certain funds associated with Legg Mason or its predecessors (since 2005); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason predecessors (from 2001 to 2005)

 

 

 

ALBERT LASKAJ
Legg Mason, 55 Water Street, New York, NY 10041

 

 

 

Birth year

 

1977

 

 

 

Position(s) held
with Fund
1

 

Controller

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

Vice President of Legg Mason (since 2008); Controller of certain funds associated with Legg Mason (Since 2007); Formerly, Assistant Controller of certain mutual funds associated with Legg Mason (from 2005 to 2007); Formerly, Accounting Manager of certain mutual funds associated with certain predecessor firms of Legg Mason (from 2003 to 2005)

 

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 2008, year 2009 and year 2010, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2

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

 

Western Asset Global High Income Fund Inc.  

49

 


 

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

 

The Fund’s CEO has submitted to the NYSE the required annual certification, and the Fund also has included the Certifications of the Fund’s CEO and CFO 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.

 

50

 

Western Asset Global High Income Fund Inc.

 


 

Dividend reinvestment plan (unaudited)

 

Unless you elect to receive distributions in cash, all distributions, on your Common Shares will be automatically reinvested by American Stock Transfer & Trust Company (“AST”), as agent for the Common Shareholders (the “Plan Agent”), in additional Common Shares under the 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 AST as distribution paying agent.

 

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

 

(1) If the market price of the Common Shares on the record date (or, if the record date is not a New York Stock Exchange trading day, the immediately preceding trading day) for determining shareholders eligible to receive the relevant distribution (the “determination date”) is equal to or exceeds 98% of the net asset value per share of the Common Shares, the Fund will issue new Common Shares at a price equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the market price per share of the Common Shares on the determination date.

 

(2) If 98% of the net asset value per share of the Common Shares exceeds the market price of the Common Shares on the determination date, the Plan Agent will receive the distribution in cash and will buy Common Shares in the open market, on the Exchange or elsewhere, for your account as soon as practicable commencing on the trading day following the determination date and terminating no later than the earlier of (a) 30 days after the distribution payment date, or (b) the record date for the next succeeding distribution to be made to the Common Shareholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price rises so that it equals or exceeds 98% of the net asset value per share of the Common Shares at the close of trading on the Exchange on the determination 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 Shares in the open market and the Fund shall issue the remaining Common Shares at a price per share equal to the greater of (a) 98% of the net asset value per share at the close of trading on the Exchange on the determination date or (b) 95% of the then current market price per share.

 

The Plan Agent maintains all participants’ accounts in the Plan and gives written confirmation of all transactions in the accounts, including information you may need for tax records. Common Shares in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all Common Shares you have received under the Plan.

 

Western Asset Global High Income Fund Inc.

51

 


 

Dividend reinvestment plan (unaudited) continued

 

You may withdraw from the Plan by notifying the Plan Agent in writing at 59 Maiden Lane, New York, New York 10038 or by calling the Plan Agent at 1-877-366-6441. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared distribution on the Common Shares. The Plan may be terminated by the Fund upon notice in writing mailed to Common Shareholders at least 30 days prior to the record date for the payment of any distribution by the Fund for which the termination is to be effective. Upon any termination, you will be sent a certificate or certificates for the full Common Shares held for you under the Plan and cash for any fractional Common Shares. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your shares on your behalf. You will be charged $5.00 plus a $0.05 per Common Share service charge and the Plan Agent is authorized to deduct brokerage charges actually incurred for this transaction from the proceeds.

 

There is no service charge for reinvestment of your distributions in Common Shares. 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 distributions will be automatically reinvested in additional Common Shares, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Shares over time.

 

Automatically reinvesting distributions does not mean that you do not have to pay income taxes due upon receiving distributions.

 

The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. Additional information about the Plan and your account may be obtained from the Plan Agent at 1-877-366-6441.

 

52

 

Western Asset Global High Income Fund Inc.

 


 

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Western Asset Global High Income Fund Inc.

 

Directors

 

Investment manager

Carol L. Colman

 

Legg Mason Partners

Daniel P. Cronin

 

Fund Advisor, LLC

Paolo M. Cucchi

 

 

Leslie H. Gelb

 

Subadvisers

R. Jay Gerken, CFA

 

Western Asset

Chairman

 

Management Company

William R. Hutchinson

 

 

Riordan Roett

 

Western Asset Management

Jeswald W. Salacuse

 

Company Limited

 

 

 

Officers

 

Custodian

R. Jay Gerken, CFA

 

State Street Bank and Trust Company

President and Chief

 

225 Franklin Street

Executive Officer

 

Boston, Massachusetts 02110

 

 

 

Kaprel Ozsolak

 

Transfer agent

Chief Financial Officer

 

American Stock Transfer &

and Treasurer

 

Trust Company

 

 

59 Maiden Lane

Ted P. Becker

 

New York, NY 10038

Chief Compliance Officer

 

 

 

 

Independent registered public

Robert I. Frenkel

 

accounting firm

Secretary and Chief

 

KPMG LLP

Legal Officer

 

345 Park Avenue

 

 

New York, New York 10154

Thomas C. Mandia

 

 

Assistant Secretary

 

Legal counsel

 

 

Simpson Thacher & Bartlett LLP

Steven Frank

 

425 Lexington Avenue

Controller

 

New York, New York 10017-3909

 

 

 

Albert Laskaj

 

New York Stock Exchange Symbol

Controller

 

EHI

 

 

 

Western Asset Global High

 

 

Income Fund Inc.

 

 

55 Water Street

 

 

New York, New York 10041

 

 

 


 

 

Western Asset Global High Income Fund Inc.

 

WESTERN ASSET GLOBAL HIGH INCOME FUND INC.
55 Water Street
New York, New York 10041

 

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 common stock in the open market.

 

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-451-2010.

 

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 relating to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/individualinvestors and (3) on the SEC’s website at www.sec.gov.

 

This report is transmitted to the shareholders of Western Asset Global High Income 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.

 

American Stock
Transfer & Trust Company
59 Maiden Lane,
New York, New York 10038

 

 

WASX010005 7/08 SR08-609

 


 

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.

 

William R. Hutchinson. The Board of Directors of the registrant has determined that William R. Hutchinson, 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 has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4.                  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending May 31, 2007 and May 31, 2008 (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 $53,500 in 2007 and $56,500 in 2008.

 

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 $12,000 in 2007 and $13,500 in 2008. These services consisted of procedures performed in connection with the agreed upon procedures performed in connection with the fund’s Revolving credit and Security agreement dated December 21, 2006 as of December 31, 2006 and May 31, 2007 for the Western Asset Global High Income Fund Inc.

 

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Western Asset Global High Income Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to July 6, 2003 services provided by the Auditor were not required to be pre-approved).

 

(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 $2,650 in 2007 and $0 in 2008. 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. There were no 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 High Income Fund Inc.

 

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Global High Income 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 July 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 July 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 July 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 High Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2007 and 2008; Tax Fees were 100% and 0% for 2007 and 2008; and Other Fees were 100% and 0% for 2007 and 2008.

 

(f) N/A

 

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Global High Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Global High Income Fund Inc. during the reporting period were $0 in 2008.

 

(h) Yes.  Western Asset Global High Income 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 High Income 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:

 

William R. Hutchinson

Paolo M. Cucchi

Daniel P. Cronin

Carol L. Colman

Leslie H. Gelb

Dr. Riordan Roett

Jeswald W. Salacuse

 

b) Not applicable

 

ITEM 6.                  SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

ITEM 7.                  Proxy Voting – LMPFA & Western

 

Proxy Voting Guidelines and Procedures

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) delegates the responsibility for voting proxies for the fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained.

 

The subadviser’s Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below.  Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the fund’s website at http://www.leggmason.com/individualinvestors and (3) on the SEC’s website at http://www.sec.gov.

 



 

Background

 

Western Asset Management Company (“WA”) and Western Asset Management Company Limited (“WAML”) (together “Western Asset”) have 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”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. 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.

 

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 (except that WA and WAML may so consult and agree with each other) regarding the voting of any securities owned by its clients.

 

Policy

 

Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our 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 Western Asset’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 Western Asset deems appropriate).

 

Procedures

 

Responsibility and Oversight

 

The Western Asset 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

 

Prior to August 1, 2003, all existing client investment management agreements (“IMAs”) will be reviewed to determine whether Western Asset has authority to vote client proxies. At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. 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 Client Account Transition Team 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. Prior to

 



 

August 1, 2003, Proxy Recipients of existing clients will be reminded of the appropriate routing to Corporate Actions for proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. 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 Compliance Department for coordination and the following actions:

 

a. Proxies are reviewed to determine accounts impacted.

 

b. Impacted accounts are checked to confirm Western Asset voting authority.

 

c. 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 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.

 

e. 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 Compliance Department.

 

f. 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. Council 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

 

Part II of both the WA Form ADV and the WAML Form ADV contain a description of Western Asset’s proxy policies. Prior to August 1, 2003, Western Asset will deliver Part II of its revised Form ADV to all existing clients, along with a letter identifying the new disclosure. 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 Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

 

1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 

2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 



 

3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

 

Voting Guidelines

 

Western Asset’s substantive voting decisions 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:

 

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

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 foreign 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.

 

ITEM 8.                                                     PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1):

 

NAME AND ADDRESS
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 2006

 

Co-portfolio manager of the fund; Chief Investment Officer of Western Asset since 1998.

 

 

 

 

 

Stephen A. Walsh

Western Asset
385 East Colorado
Blvd. Pasadena, CA
91101

 

Since 2006

 

Co-portfolio manager of the fund; Deputy Chief Investment Officer of Western Asset since 2000.

 

 

 

 

 

Keith J. Gardner

Western Asset
385 East Colorado
Blvd. Pasadena, CA
91101

 

Since 2006

 

Co-portfolio manager of the fund; portfolio manager and research analyst at Western Asset since 1994.

 

 

 

 

 

Jeffrey D. Van
Schaick

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2007

 

Co-portfolio manager of the fund; portfolio manager and research analyst at Western Asset since 1981.

 



 

Michael C.
Buchanan

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

Co-portfolio manager of the fund; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management; Executive Vice President and portfolio manager for Janus Capital in 2003; Managing Director and head of High Yield Trading from 1998-2003 at Blackrock Financial Management.

 

 

 

 

 

Detlev Schlichter
Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

Co-portfolio manager of the fund; portfolio manager at Western Asset since 2001.

 

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

 

The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of May 31 , 2008.

 

Other Accounts Managed by Portfolio Managers

 

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

 

 

Registered

 

Other Pooled

 

 

Portfolio

 

Investment

 

Investment

 

Other

Manager(s)

 

Companies

 

Vehicles

 

Accounts

S. Kenneth Leech

 

115 registered investment companies with $126.3 billion in total assets under management

 

266 Other pooled investment vehicles with $224.7 billion in assets under management

 

1025 Other accounts with $285 billion in total assets under management*

 

 

 

 

 

 

 

Stephen A. Walsh

 

115 registered investment companies with $126.3 billion in total assets under management

 

266 Other pooled investment vehicles with $224.7 billion in assets under management

 

1025 Other accounts with $285 billion in total assets under management*

 

 

 

 

 

 

 

Keith J. Gardner

 

7 registered investment companies with $1.2 billion in total assets under management

 

7 Other pooled investment vehicles with $1.4 billion in assets under management

 

0 Other accounts with $0 billion in total assets under management

 

 

 

 

 

 

 

Jeffrey Van Schaick‡  

 

4 registered investment Companies with $1.2 billion in total assets Under management

 

4 Other pooled investment vehicles with $0.6 billion in assets under management

 

20 Other accounts with $4.3 billion in total assets under management**

 



 

Michael C. Buchanan

 

19 registered investment companies with $9.3 billion in total assets under management

 

9 Other pooled investment vehicles with $6 billion in assets under management

 

18 Other accounts with $1.9 billion in total assets under management

 

 

 

 

 

 

 

Detlev Schlichter

 

2 registered investment Companies with $0.2 billion in total assets Under management

 

29 Other pooled investment vehicles with $4.5 billion in assets under management

 

67 Other accounts with $25.6 billion in total assets under management***

 


*

 

Includes 88 accounts managed, totaling $27.6 billion, for which advisory fee is performance based.

**

 

Includes 2 accounts managed, totaling $0.2 billion, for which advisory fee is performance based.

***

 

Includes 19 accounts managed, totaling $7.0 billion, for which advisory fee is performance based.

 

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”).  Mr. Leech and Mr. Walsh are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios.  Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

 

(a)(3): Portfolio Manager Compensation

 

With respect to the compensation of the portfolio managers, the Advisers’ compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their 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, employees are eligible for bonuses.  These are structured to closely align the interests of employees with those of the Advisers, and are determined by the professional’s job function and performance as measured by a formal review process.  All bonuses are completely discretionary.  One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks.  Performance is reviewed on a 1, 3 and 5 year basis for compensation – with 3 years having the most emphasis. Because portfolio managers are generally responsible for multiple accounts (including the Portfolio) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account, though relative performance against the stated benchmark and its applicable Lipper peer group is considered.  A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the Adviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Adviser’s business.

 

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance.  These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.

 



 

Potential Conflicts of Interest

 

Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts 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 may be 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 Advisers or an affiliate has an interest in the account.  The Advisers have adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time.  All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest.  Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

 

With respect to securities transactions for the Portfolios, the Advisers determine 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 Advisers 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.

 

It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of a Portfolio.  For example, a portfolio manager could short sell a security for an account immediately prior to a Portfolio’s sale of that security.  To address this conflict, the Advisers have adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sales) with long only accounts (which include the Portfolios) for timing and pattern related issues.  Trading decisions for alternative investment and long only accounts may not be identical even though the same Portfolio Manager may manage both types of accounts.  Whether the Adviser allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long only accounts will depend on the investment strategy being implemented.  If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long only accounts, then it will be allocated to both on a pro-rata basis.

 

A portfolio manager may also face other potential conflicts of interest in managing a Portfolio, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a Portfolio and the other accounts listed above.

 



 

(a)(4): Portfolio Manager Securities Ownership

 

The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of May 31, 2008.

 

Portfolio Manager(s)

 

Dollar Range of
Portfolio Securities
Beneficially Owned

 

S. Kenneth Leech

 

C

 

Stephen A. Walsh

 

A

 

Keith J. Gardner

 

A

 

Jeffrey Van Schaick

 

A

 

Michael C. Buchanan

 

A

 

Detlev Schlichter

 

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.

 

None.

 

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 registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                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 High Income Fund Inc.

 

 

By:

/s/ R. Jay Gerken

 

 

R. Jay Gerken

 

Chief Executive Officer of

 

Western Asset Global High Income Fund Inc.

 

 

 

 

Date:

August 6, 2008

 

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/ R. Jay Gerken

 

 

R. Jay Gerken

 

Chief Executive Officer of

 

Western Asset Global High Income Fund Inc.

 

 

Date:

August 6, 2008

 

 

By:

/s/ Kaprel Ozsolak

 

 

Kaprel Ozsolak

 

Chief Financial Officer of

Western Asset Global High Income Fund Inc.

 

 

Date:

August 6, 2008