UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number

811-10603

 

Western Asset Premier Bond Fund

(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

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(888) 777-0102

 

 

Date of fiscal year end:

December 31

 

 

Date of reporting period:

December 31, 2010

 

 



 

ITEM 1.          REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 


 


 

December 31, 2010

 

 

 

Annual Report

 

 

Western Asset Premier Bond Fund
(WEA)

 

 

 

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

 

 



 

II

 

 

Western Asset Premier Bond Fund

 

 

 

 

Fund objective

 

The Fund’s investment objective is to provide current income and capital appreciation.

 

What’s inside

 

Letter from the president

II

 

 

Investment commentary

III

 

 

Fund overview

1

 

 

Fund at a glance

6

 

 

Spread duration

7

 

 

Effective duration

8

 

 

Schedule of investments

9

 

 

Statement of assets and liabilities

25

 

 

Statement of operations

26

 

 

Statements of changes in net assets

27

 

 

Financial highlights

28

 

 

Notes to financial statements

29

 

 

Report of independent registered public accounting firm

44

 

 

Board approval of management and subadvisory agreements

45

 

 

Additional information

48

 

 

Annual principal executive officer and principal financial and accounting officer certifications

53

 

 

Dividend reinvestment plan

54

 

Letter from the president

 

Dear Shareholder,

 

We are pleased to provide the annual report of Western Asset Premier Bond Fund for the twelve-month reporting period ended December 31, 2010. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

 

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.leggmason.com/cef. Here you can gain immediate access to market and investment information, including:

 

·                  Fund prices and performance,

 

·                  Market insights and commentaries from our portfolio managers, and

 

·                  A host of educational resources.

 

We look forward to helping you meet your financial goals.

 

Sincerely,

R. Jay Gerken, CFA

President

 

February 9, 2011

 


 

 

 

 

Western Asset Premier Bond Fund

 

III

 

 

Investment commentary

 

Economic review

 

Despite continued headwinds from high unemployment and issues in the housing market, the U.S. economy continued to expand over the twelve months ended December 31, 2010. Toward the end of the reporting period, fears regarding moderating economic growth were replaced with optimism for a strengthening economy in 2011. With investor sentiment improving, U.S. equities moved sharply higher in the fourth quarter, while rising interest rates negatively impacted some sectors of the fixed-income market. All told, during 2010, investors who took on additional risk in their portfolios were generally rewarded.

 

In September 2010, the National Bureau of Economic Research (“NBER”), the organization charged with determining when recessions start and end, announced that the recession that began in December 2007 had concluded in June 2009. However, the NBER said, “In determining that a trough occurred in June 2009, the committee did not conclude that economic conditions since that month have been favorable or that the economy has returned to operating at normal capacity.” The NBER’s point is well-taken given continued areas of weakness in the U.S. economy.

 

Although the U.S. Department of Commerce continued to report positive U.S. gross domestic product (“GDP”)i growth, the expansion has moderated since peaking at 5.0% in the fourth quarter of 2009. A slower drawdown in business inventories and renewed consumer spending were contributing factors spurring the economy’s solid growth at the end of 2009. However, the economy grew at a more modest pace in 2010. According to the Commerce Department, GDP growth was 3.7%, 1.7% and 2.6% during the first, second and third quarters of 2010, respectively. The initial estimate for fourth quarter GDP was a 3.2% expansion.

 

Turning to the job market, while the unemployment rate moved lower in December 2010, it remained elevated throughout the reporting period. While 384,000 new jobs were created during the fourth quarter and the unemployment rate fell from 9.8% in November to 9.4% in December 2010, there continued to be some disturbing trends in the labor market. The unemployment rate has now exceeded 9.0% for twenty consecutive months, the longest period since the government began tracking this data in 1949. In addition, the U.S. Department of Labor reported in December that a total of 14.5 million Americans looking for work have yet to find a job, and 44% of these individuals have been out of work for more than six months.

 

There was mixed news in the housing market during the period. According to the National Association of Realtors (“NAR”), existing-home sales increased 7.0% and 8.0% in March and April, respectively, after sales had fallen for the period from December 2009 through February 2010. The rebound was largely attributed to people rushing to take advantage of the government’s $8,000 tax credit for first-time home buyers that expired at the end of April. However, with the end of the tax credit, existing-home sales then declined from May through July. Sales then generally rose from August through the end of the year. In total, existing-home sales volume in 2010 was 4.9 million, the lowest amount since 1997. Looking at home prices, the NAR reported that the median existing-home price for all housing types rose a tepid 0.3% in 2010. The inventory of unsold homes was an 8.1 month supply in December at the current sales level, versus a 9.5 month supply in November.

 


 

IV

 

 

Western Asset Premier Bond Fund

 

 

 

 

Investment commentary (cont’d)

 

The manufacturing sector was one area of the economy that remained relatively strong during 2010. Based on the Institute for Supply Management’s PMIii, the manufacturing sector has grown seventeen consecutive months since it began expanding in August 2009. After reaching a six-year peak of 60.4 in April 2010 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion), PMI data indicated somewhat more modest growth through the remainder of the year. However, in December, the manufacturing sector expanded at its fastest pace in seven months, with a reading of 57.0 versus 56.6 in November.

 

Financial market overview

 

The financial markets experienced several periods of volatility during the reporting period that tested the resolve of novice and experienced investors alike. During most of the first four months of the reporting period, the financial markets were largely characterized by healthy investor risk appetite and solid results by stocks and lower-quality bonds. The market then experienced sharp sell-offs in late April and in May, and again beginning in mid-November. During those periods, investors tended to favor the relative safety of U.S. Treasury securities. However, these setbacks proved to be only temporary and, in each case, risk aversion was replaced with solid demand for riskier assets.

 

Due to signs that certain areas of the economy were moderating in the second half of the reporting period, the Federal Reserve Board (“Fed”)iii took further actions to spur the economy. At its August 10th meeting, the Fed announced an ongoing program that calls for using the proceeds from expiring agency debt and agency mortgage-backed securities to purchase longer-dated Treasury securities.

 

In addition, the Fed remained cautious throughout the reporting period given pockets of weakness in the economy. At its meeting in September 2010, the Fed said, “The Committee will continue to monitor the economic outlook and financial developments and is prepared to provide additional accommodation if needed to support the economic recovery. . . .” This led to speculation that the Fed may again move to purchase large amounts of agency and Treasury securities in an attempt to avoid a double-dip recession and ward off deflation.

 

The Fed then took additional action in early November. Citing that “the pace of recovery in output and employment continues to be slow,” the Fed announced another round of quantitative easing to help stimulate the economy, entailing the purchase of $600 billion of long-term U.S. Treasury securities by the end of the second quarter of 2011. This, coupled with the Fed’s previously announced program to use the proceeds of expiring securities to purchase Treasuries, means it could buy a total of $850 billion to $900 billion of Treasury securities by the end of June 2011. At its final meeting of the year in December, the Fed said it “will regularly review the pace of its securities purchases and the overall size of the asset-purchase program in light of incoming information and will adjust the program as needed to best foster maximum employment and price stability.”

 

Fixed-income market review

 

Continuing the trend that began in the second quarter of 2009, nearly every spread sector (non-Treasury)

 


 

 

 

 

Western Asset Premier Bond Fund

 

V

 

 

outperformed equal-durationiv Treasuries during most of the first four months of the reporting period. Over that time, investor confidence was high given encouraging economic data, continued low interest rates, benign inflation and rebounding corporate profits. Robust investor appetite was then replaced with heightened risk aversion toward the end of April and during the month of May. This was due to the escalating sovereign debt crisis in Europe, uncertainties regarding new financial reforms in the U.S. and some worse-than-expected economic data. Most spread sectors then produced positive absolute returns in June and July, as investor demand for these securities again increased. There was another bout of risk aversion in August, given fears that the economy may slip back into a recession. However, with the Fed indicating the possibility of another round of quantitative easing, most spread sectors rallied in September and October. The spread sectors started to weaken again toward the middle of November as financial troubles in Ireland resulted in a re-emergence of the European sovereign debt crisis. While several spread sectors regained their footing in December, others remained weak given ongoing uncertainties in Europe and concerns regarding economic growth in China and its potential impact on the global economy.

 

Both short- and long-term Treasury yields fluctuated but, overall, moved lower during the twelve months ended December 31, 2010. When the period began, two- and ten-year Treasury yields were 1.14% and 3.85%, respectively. On April 5, 2010, two- and ten-year Treasury yields peaked at 1.18% and 4.01%, respectively. Subsequent to hitting their highs for the period, yields largely declined during much of the next six months, with two-year Treasuries hitting their low for the year of 0.33% on November 4, 2010. Ten-year Treasuries reached their 2010 trough of 2.41% in early October. Yields then moved sharply higher given expectations for stronger growth in 2011 and the potential for rising inflation. When the period ended on December 31, 2010, two-year Treasury yields were 0.61% and ten-year Treasury yields were 3.30%. For the twelve months ended December 31, 2010, the Barclays Capital U.S. Aggregate Indexv returned 6.54%.

 

The U.S. high-yield bond market produced strong results during the reporting period. The asset class posted positive returns during each month, except for May and November 2010 when risk aversion rose sharply. The high-yield market was supported by better-than-expected corporate profits and overall strong investor demand. All told, the Barclays Capital U.S. High Yield – 2% Issuer Cap Indexvi returned 14.94% for the twelve months ended December 31, 2010.

 

As always, thank you for your confidence in our stewardship of your assets.

 

Sincerely,

R. Jay Gerken, CFA

President

 

January 28, 2011

 

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

 


 

VI

 

 

Western Asset Premier Bond Fund

 

 

 

 

Investment commentary (cont’d)

 

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 Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector.

iii

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.

iv

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.

v

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

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

1

 

 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds. Under normal market conditions, the Fund expects to invest substantially all (but at least 80%) of its total managed assets in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities, and at least 65% of its total managed assets in bonds that, at the time of purchase, are of investment grade quality. The Fund may invest up to 35% of its total managed assets in bonds of below investment grade quality at the time of purchase. The Fund may invest in securities or instruments other than bonds (including preferred stock) and may invest up to 10% of its total managed assets in instruments denominated in currencies other than the U.S. dollar. The Fund expects that the average effective durationi of its portfolio will range between 3.5 and seven years, although this target duration may change from time to time.

 

At Western Asset Management Company (“Western Asset”), the Fund’s adviser, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio 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. The portfolio managers responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are Stephen A. Walsh, S. Kenneth Leech, Ronald D. Mass and Michael C. Buchanan.

 

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

 

A. During the twelve months ended December 31, 2010, the riskier segments of the fixed-income market produced strong results and outperformed U.S. Treasuries. This was due, in part, to improving economic conditions following the lengthy downturn from mid-2008 through mid-2009. Also supporting the spread sectors (non-U.S. Treasuries) was overall solid demand from investors seeking incremental yields given the low rates available from short-term fixed-income securities.

 

The spread sectors rallied during most of the reporting period, with notable exceptions being in late April and May 2010, as well as August and November 2010. Starting toward the end of April, there was a “flight to quality,” triggered by concerns regarding the escalating sovereign debt crisis in Europe. In addition, investor sentiment was negatively impacted by uncertainties surrounding financial reform legislation in the U.S. and signs that economic growth was moderating. Collectively, this caused investors to flock to the relative safety of Treasury securities, driving their yields lower and prices higher.

 

Robust investor risk appetite largely resumed during June and July, and again in September and October. These turnarounds occurred as the situation in Europe appeared to stabilize, the financial reform bill was signed into law and the Federal Reserve Board (“Fed”)ii continued to indicate that it would keep short-term rates low for an


 

2

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Fund overview (cont’d)

 

extended period. Investor risk aversion briefly returned in November when fears regarding the European debt crisis re-emerged. However, investor sentiment improved in December, given expectations for strengthening economic conditions in 2011.

 

The yields on two- and ten-year Treasuries began the fiscal year at 1.14% and 3.85%, respectively. Treasury yields fluctuated during the twelve-month reporting period given mixed signals regarding the economy and uncertainties regarding Fed monetary policy. Yields moved sharply lower in October 2010 in anticipation of additional quantitative easing (“QE2”) by the Fed. Yields then reversed course toward the end of the period as certain economic data were stronger than expected and there were concerns regarding future inflation. During the fiscal year, two-year Treasury yields moved as high as 1.18% and as low as 0.33%, while ten-year Treasuries rose as high as 4.01% and fell as low as 2.41%. On December 31, 2010, yields on two- and ten-year Treasuries were 0.61% and 3.30%, respectively.

 

The Barclays Capital U.S. Aggregate Indexiii returned 6.54% for the twelve months ended December 31, 2010. Comparatively, riskier fixed-income securities, including high-yield bonds, produced stronger results. Over the fiscal year, the Barclays Capital U.S. High Yield – 2% Issuer Cap Indexiv (the “Index”) returned 14.94%. During this period, as measured by the Index, lower-quality CCC-rated bonds outperformed higher-quality BB-rated securities, returning 16.29% and 14.34%, respectively.

 

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

 

A. A number of adjustments were made to the Fund during the reporting period. We reduced our exposures to investment grade bonds, cash, high-yield bonds and agency mortgage-backed securities (“MBS”). We increased the Fund’s exposure to non-agency MBS and modestly increased our exposure to commercial MBS.

 

During the reporting period, the Fund held credit default swaps to gain exposure to select individual high-yield companies and the overall high-yield market. Within the residential MBS market, swaps were also utilized to hedge our exposure to individual non-agency MBS. Overall, the use of these derivative instruments contributed to performance.

 

Performance review

 

For the twelve months ended December 31, 2010, Western Asset Premier Bond Fund returned 25.50% based on its net asset value (“NAV”)v and 17.56% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Barclays Capital U.S. Corporate High Yield Indexvi and the Barclays Capital U.S. Credit Indexvii, returned 15.12% and 8.47%, respectively, over the same time frame. The Lipper Corporate Debt Closed-End Funds BBB-Rated Category Averageviii returned 12.90% for the same period. Please note that Lipper performance returns are based on each fund’s NAV.

 

During the twelve-month period, the Fund made distributions to shareholders totaling $1.45 per share. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

3

 

 

December 31, 2010. Past performance is no guarantee of future results.

 

Performance Snapshot as of December 31, 2010

 

Price Per Share

 

12-Month
Total Return*

 

$13.96 (NAV)

 

25.50

%

 

$14.13 (Market Price)

 

17.56

%

 

 

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.

 

Q. What were the leading contributors to performance?

 

A. The largest contributor to the Fund’s absolute performance during the reporting period was our exposure to non-agency MBS. The combination of the government’s aggressive programs to aid the housing market and signs that housing prices appeared to be stabilizing helped these securities generate strong results. The sector was supported by ongoing demand from a broader investor base, asset managers participating in the Public-Private Investment Program (“PPIP”), as well as insurance companies buying non-agency MBS as a result of changing capital requirements. The non-agency MBS investable universe has shrunk 16% in 2010, with virtually no new issuance, which has helped contribute to strong supply/demand trends in the sector. In addition, the reinvestment of paydowns from many existing investors helped the sector to generate strong performance.

 

Our allocation to high-yield bonds also enhanced results. The asset class was among the best-performing fixed-income sectors during the reporting period given declining default rates and solid demand from investors looking to generate incremental yield. Among the Fund’s strongest high-yield holdings were Ford Motor Credit Co., LLC and GMAC Inc.

 

Our allocation to the investment grade bond market was also rewarded. The sector performed well due to generally better-than-expected corporate profits and overall robust demand. Within the sector, our Airlines holdings Continental Airlines Inc., Northwest Airlines, America West Airlines Inc. and US Airways were the top contributors.

 

The Fund’s exposure to asset-backed securities, namely franchise-backed bonds and manufactured housing, contributed to results. Elsewhere, our allocation to Brazilian inflation-linked bonds was a positive for performance. Finally, the Fund’s use of leverage contributed to results as the leverage amplified the positive performance in the fixed-income market during the reporting period.

 

Q. What were the leading detractors from performance?

 

A. On an absolute basis, the Fund’s senior secured bonds issued by Trico Shipping AS detracted from results. Trico Shipping suffered over the year as its parent company, Trico Marine SA, defaulted on an interest payment in May 2010. Trico Marine had been weathering a downturn in its towing, supply and subsea businesses, as exploration spending by major and national oil companies – their key customers – has been suppressed over the last two years, following the global recession. Trico Shipping subsequently defaulted on an interest payment due in November 2010. Although trading levels are volatile and continue to be

 


 

4

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Fund overview (cont’d)

 

influenced by ongoing headlines, our expectations for recoveries are high, with the backing of a strong collateral package on our secured position.

 

Looking for additional information?

 

The Fund is traded under the symbol “WEA” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XWEAX” 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/cef.

 

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

 

Thank you for your investment in Western Asset Premier Bond Fund. 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

 

January 18, 2011

 

RISKS: Bonds are subject to a variety of risks, including interest rate, credit and inflation risks. As interest rates rise, bond prices fall, reducing the value of a fixed-income investment’s price. The Fund may invest in high-yield bonds, which are rated below investment grade and carry more risk than higher-rated securities. To the extent that the Fund invests in asset-backed, mortgage-backed or mortgage-related securities, its exposure to prepayment and extension risks may be greater than investments in other fixed-income securities. Leverage may result in greater volatility of NAV and the market price of common shares and increases a shareholder’s risk of loss. The Fund may invest, to a limited extent, in foreign securities, including emerging markets, which involve additional risks. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance.

 

Portfolio holdings and breakdowns are as of December 31, 2010 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 9 through 24 for a list and percentage breakdown of the Fund’s holdings.

 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of December 31, 2010 were: Corporate Bonds & Notes (54.5%), Collateralized Mortgage Obligations (38.6%), Asset-Backed Securities (30.5%), Collateralized Senior Loans (7.4%) and Non-U.S. Treasury Inflation Protected Securities (5.7%). The Fund’s portfolio composition is subject to change at any time.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

5

 

 

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

 

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

 

i

Effective duration measures the expected sensitivity of market price to changes in interest rates, taking into account the effects of structural complexities. (For example, some bonds can be prepaid by the issuer.)

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

iv

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

v

Net asset value (“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 the Fund’s market price as determined by supply of and demand for the Fund’s shares.

vi

The Barclays Capital U.S. Corporate High Yield Index covers the universe of fixed-rate, non-investment grade debt, including corporate and non-corporate sectors. Pay-in-kind (“PIK”) bonds, Eurobonds and debt issues from countries designated as emerging markets are excluded, but Canadian and global bonds (SEC registered) of issuers in non-emerging market countries are included. Original issue zero coupon bonds, step-up coupon structures and 144-As are also included.

vii

The Barclays Capital U.S. Credit Index is an index composed of corporate and non-corporate debt issues that are investment grade (rated Baa3/BBB- or higher).

viii

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended December 31, 2010, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 26 funds in the Fund’s Lipper category.

 


 

6

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

        The bar graph above represents the Fund’s portfolio as of December 31, 2010 and does not include derivatives such as futures contracts and swaps. The Fund’s portfolio is actively managed. As a result, the composition of its portfolio holdings and sectors is subject to change at any time.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

7

 

 

Spread duration (unaudited)

 

Economic Exposure December 31, 2010

 

 

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors and the exposure relative to the selected benchmark sectors as of the end of the reporting period.

 


ABS

— Asset Backed Securities

BCI

— Barclays Capital U.S. Credit Index

CMBS

— Commerical Mortgage Backed Securities

HY

— High Yield

IG Credit

— Investment Grade Credit

MBS

— Mortgage Backed Securities

WEA

— Western Asset Premier Bond Fund

 


 

8

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Effective duration (unaudited)

 

Interest Rate Exposure December 31, 2010

 

 

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s portfolio relative to the selected benchmark sectors as of the end of the reporting period.

 


ABS

— Asset Backed Securities

BCI

— Barclays Capital U.S. Credit Index

CMBS

— Commercial Mortgage Backed Securities

HY

— High Yield

IG Credit

— Investment Grade Credit

MBS

— Mortgage Backed Securities

Non $

— Non-U.S. Dollar

WEA

— Western Asset Premier Bond Fund

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

9

 

Schedule of investments

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Corporate Bonds & Notes — 54.5%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 7.5%

 

 

 

 

 

 

 

 

 

Automobiles — 1.5%

 

 

 

 

 

 

 

 

 

DaimlerChrysler NA Holding Corp., Notes

 

8.500

%

1/18/31

 

1,000,000

 

$1,336,243

 

DaimlerChrysler North America Holding Corp., Notes

 

7.300

%

1/15/12

 

1,000,000

 

1,062,483

 

Ford Motor Credit Co., LLC, Senior Notes

 

7.500

%

8/1/12

 

70,000

 

74,425

 

Total Automobiles

 

 

 

 

 

 

 

2,473,151

 

Diversified Consumer Services — 0.0%

 

 

 

 

 

 

 

 

 

Service Corp. International, Senior Notes

 

7.625

%

10/1/18

 

5,000

 

5,250

 

Service Corp. International, Senior Notes

 

7.500

%

4/1/27

 

60,000

 

57,450

 

Total Diversified Consumer Services

 

 

 

 

 

 

 

62,700

 

Hotels, Restaurants & Leisure — 1.0%

 

 

 

 

 

 

 

 

 

CCM Merger Inc., Notes

 

8.000

%

8/1/13

 

140,000

 

136,150

(a)

El Pollo Loco Inc., Senior Notes

 

11.750

%

11/15/13

 

375,000

 

303,750

 

Harrah’s Operating Co. Inc., Senior Notes

 

10.750

%

2/1/16

 

300,000

 

287,250

 

Inn of the Mountain Gods Resort & Casino, Senior Notes

 

12.000

%

11/15/10

 

530,000

 

276,262

(b)(c)(i)

Landry’s Restaurants Inc., Senior Secured Notes

 

11.625

%

12/1/15

 

110,000

 

117,425

 

Mohegan Tribal Gaming Authority, Senior Secured Notes

 

11.500

%

11/1/17

 

170,000

 

156,825

(a)

NCL Corp. Ltd., Senior Secured Notes

 

11.750

%

11/15/16

 

170,000

 

198,262

 

Sbarro Inc., Senior Notes

 

10.375

%

2/1/15

 

90,000

 

40,500

 

Snoqualmie Entertainment Authority, Senior Secured Notes

 

4.428

%

2/1/14

 

110,000

 

94,050

(a)(d)

Station Casinos Inc., Senior Notes

 

7.750

%

8/15/16

 

205,000

 

21

(b)(c)

Station Casinos Inc., Senior Subordinated Notes

 

6.625

%

3/15/18

 

100,000

 

10

(b)(c)

Total Hotels, Restaurants & Leisure

 

 

 

 

 

 

 

1,610,505

 

Leisure Equipment & Products — 0.4%

 

 

 

 

 

 

 

 

 

Eastman Kodak Co., Senior Notes

 

7.250

%

11/15/13

 

640,000

 

628,800

 

Media — 4.0%

 

 

 

 

 

 

 

 

 

Cablevision Systems Corp., Senior Notes

 

7.750

%

4/15/18

 

30,000

 

31,425

 

CCH II LLC/CCH II Capital Corp., Senior Notes

 

13.500

%

11/30/16

 

108,083

 

128,889

 

Cengage Learning Acquisitions Inc., Senior Notes

 

10.500

%

1/15/15

 

270,000

 

278,775

(a)

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

 

10.875

%

9/15/14

 

280,000

 

312,900

(a)

CMP Susquehanna Corp.

 

3.443

%

5/15/14

 

14,000

 

9,800

(a)(d)(e)

Comcast Corp.

 

5.900

%

3/15/16

 

400,000

 

447,812

 

Comcast Corp., Notes

 

7.050

%

3/15/33

 

1,000,000

 

1,142,386

 

CSC Holdings Inc., Senior Notes

 

6.750

%

4/15/12

 

250,000

 

259,687

 

DISH DBS Corp., Senior Notes

 

7.000

%

10/1/13

 

600,000

 

640,500

 

 

See Notes to Financial Statements.

 


 

10

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Media — continued

 

 

 

 

 

 

 

 

 

DISH DBS Corp., Senior Notes

 

7.875

%

9/1/19

 

385,000

 

$

       402,325

 

EchoStar DBS Corp., Senior Notes

 

7.125

%

2/1/16

 

120,000

 

123,900

 

News America Holdings Inc.

 

8.875

%

4/26/23

 

400,000

 

520,942

 

Time Warner Inc., Senior Debentures

 

7.700

%

5/1/32

 

1,150,000

 

1,403,795

 

Univision Communications Inc., Senior Secured Notes

 

12.000

%

7/1/14

 

420,000

 

459,900

(a)

Virgin Media Finance PLC, Senior Notes

 

9.125

%

8/15/16

 

335,000

 

356,775

 

Total Media

 

 

 

 

 

 

 

6,519,811

 

Multiline Retail — 0.4%

 

 

 

 

 

 

 

 

 

Neiman Marcus Group Inc., Senior Notes

 

9.000

%

10/15/15

 

279,478

 

292,753

(f)

Neiman Marcus Group Inc., Senior Secured Notes

 

7.125

%

6/1/28

 

330,000

 

316,800

 

Total Multiline Retail

 

 

 

 

 

 

 

609,553

 

Specialty Retail — 0.0%

 

 

 

 

 

 

 

 

 

American Greetings Corp., Senior Notes

 

7.375

%

6/1/16

 

20,000

 

20,725

 

Textiles, Apparel & Luxury Goods — 0.2%

 

 

 

 

 

 

 

 

 

Oxford Industries Inc., Senior Secured Notes

 

11.375

%

7/15/15

 

255,000

 

286,238

 

Total Consumer Discretionary

 

 

 

 

 

 

 

12,211,483

 

Consumer Staples — 5.7%

 

 

 

 

 

 

 

 

 

Food & Staples Retailing — 5.1%

 

 

 

 

 

 

 

 

 

CVS Corp.

 

9.350

%

1/10/23

 

700,000

 

721,378

(a)

CVS Corp.

 

5.789

%

1/10/26

 

803,056

 

811,970

(a)

CVS Pass-Through Trust

 

7.507

%

1/10/32

 

1,968,523

 

2,236,715

(a)

CVS Pass-Through Trust, Secured Notes

 

5.880

%

1/10/28

 

908,954

 

922,261

 

CVS Pass-Through Trust, Secured Notes

 

6.036

%

12/10/28

 

900,848

 

923,900

 

CVS Pass-Through Trust, Secured Notes

 

6.943

%

1/10/30

 

1,875,852

 

2,039,239

 

Delhaize Group, Senior Notes

 

5.700

%

10/1/40

 

235,000

 

223,694

(a)

Safeway Inc., Notes

 

5.800

%

8/15/12

 

500,000

 

538,111

 

Total Food & Staples Retailing

 

 

 

 

 

 

 

8,417,268

 

Food Products — 0.5%

 

 

 

 

 

 

 

 

 

Ahold Lease USA Inc., Pass-Through Certificates, Series 2001 A-2

 

8.620

%

1/2/25

 

714,462

 

843,066

(e)

Tobacco — 0.1%

 

 

 

 

 

 

 

 

 

Alliance One International Inc., Senior Notes

 

10.000

%

7/15/16

 

160,000

 

164,000

 

Total Consumer Staples

 

 

 

 

 

 

 

9,424,334

 

Energy — 6.4%

 

 

 

 

 

 

 

 

 

Energy Equipment & Services — 0.4%

 

 

 

 

 

 

 

 

 

Complete Production Services Inc., Senior Notes

 

8.000

%

12/15/16

 

150,000

 

155,250

 

GulfMark Offshore Inc., Senior Subordinated Notes

 

7.750

%

7/15/14

 

270,000

 

274,050

 

Hercules Offshore LLC, Senior Secured Notes

 

10.500

%

10/15/17

 

155,000

 

128,263

(a)

Total Energy Equipment & Services

 

 

 

 

 

 

 

557,563

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

11

 

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Oil, Gas & Consumable Fuels — 6.0%

 

 

 

 

 

 

 

 

 

Anadarko Finance Co., Senior Notes

 

7.500

%

5/1/31

 

570,000

 

$

630,277

 

Belden & Blake Corp., Secured Notes

 

8.750

%

7/15/12

 

750,000

 

716,250

 

Berry Petroleum Co., Senior Notes

 

10.250

%

6/1/14

 

160,000

 

183,600

 

Burlington Resources Finance Co.

 

7.400

%

12/1/31

 

450,000

 

543,343

 

Chesapeake Energy Corp., Senior Notes

 

7.250

%

12/15/18

 

300,000

 

310,500

 

Colorado Interstate Gas Co., Senior Notes

 

6.800

%

11/15/15

 

150,000

 

172,804

 

Compagnie Generale de Geophysique-Veritas, Senior Notes

 

7.500

%

5/15/15

 

210,000

 

213,675

 

CONSOL Energy Inc., Senior Notes

 

8.250

%

4/1/20

 

440,000

 

475,200

(a)

Devon Energy Corp., Debentures

 

7.950

%

4/15/32

 

310,000

 

411,618

 

Devon Financing Corp. ULC, Notes

 

6.875

%

9/30/11

 

1,000,000

 

1,044,708

 

El Paso Corp., Medium-Term Notes

 

7.800

%

8/1/31

 

190,000

 

189,001

 

Hess Corp., Notes

 

7.875

%

10/1/29

 

1,640,000

 

2,058,233

 

Hess Corp., Notes

 

7.300

%

8/15/31

 

60,000

 

71,959

 

Kinder Morgan Energy Partners LP, Senior Notes

 

7.125

%

3/15/12

 

500,000

 

533,397

 

LUKOIL International Finance BV, Bonds

 

6.356

%

6/7/17

 

340,000

 

355,300

(a)

OPTI Canada Inc., Senior Secured Notes

 

7.875

%

12/15/14

 

45,000

 

31,781

 

Plains Exploration & Production Co., Senior Notes

 

10.000

%

3/1/16

 

140,000

 

156,450

 

Plains Exploration & Production Co., Senior Notes

 

8.625

%

10/15/19

 

125,000

 

136,875

 

Quicksilver Resources Inc., Senior Notes

 

11.750

%

1/1/16

 

185,000

 

215,525

 

Teekay Corp., Senior Notes

 

8.500

%

1/15/20

 

310,000

 

337,512

 

TNK-BP Finance SA, Senior Notes

 

7.875

%

3/13/18

 

220,000

 

249,436

(a)

Williams Cos. Inc., Debentures

 

7.500

%

1/15/31

 

668,000

 

750,199

 

Williams Cos. Inc., Senior Notes

 

8.750

%

3/15/32

 

63,000

 

77,077

 

Total Oil, Gas & Consumable Fuels

 

 

 

 

 

 

 

9,864,720

 

Total Energy

 

 

 

 

 

 

 

10,422,283

 

Financials — 9.6%

 

 

 

 

 

 

 

 

 

Capital Markets — 1.3%

 

 

 

 

 

 

 

 

 

Goldman Sachs Group Inc., Notes

 

6.600

%

1/15/12

 

900,000

 

951,717

 

Morgan Stanley, Notes

 

6.600

%

4/1/12

 

1,000,000

 

1,065,468

 

Total Capital Markets

 

 

 

 

 

 

 

2,017,185

 

Commercial Banks — 0.1%

 

 

 

 

 

 

 

 

 

ICICI Bank Ltd., Subordinated Bonds

 

6.375

%

4/30/22

 

184,000

 

184,471

(a)(d)

Consumer Finance — 2.4%

 

 

 

 

 

 

 

 

 

Ford Motor Credit Co., LLC, Senior Notes

 

12.000

%

5/15/15

 

1,030,000

 

1,295,677

 

Ford Motor Credit Co., LLC, Senior Notes

 

8.000

%

12/15/16

 

680,000

 

759,872

 

GMAC Inc., Senior Notes

 

6.875

%

8/28/12

 

94,000

 

98,230

 

HSBC Finance Corp.

 

4.750

%

7/15/13

 

1,670,000

 

1,761,306

 

Total Consumer Finance

 

 

 

 

 

 

 

3,915,085

 

 

See Notes to Financial Statements.

 


 

12

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Diversified Financial Services — 5.2%

 

 

 

 

 

 

 

 

 

Air 2 US, Notes

 

8.027

%

10/1/19

 

2,855,718

 

$  2,841,440

(a)

Citigroup Inc.

 

6.625

%

6/15/32

 

1,000,000

 

1,000,711

 

International Lease Finance Corp., Senior Notes

 

8.750

%

3/15/17

 

1,380,000

 

1,480,050

(a)

JPMorgan Chase & Co., Subordinated Notes

 

5.125

%

9/15/14

 

1,300,000

 

1,383,292

 

Liberty Media LLC

 

3.750

%

2/15/30

 

1,860,000

 

1,023,000

 

Smurfit Kappa Funding PLC, Senior Subordinated Notes

 

7.750

%

4/1/15

 

150,000

 

153,750

 

UFJ Finance Aruba AEC

 

6.750

%

7/15/13

 

500,000

 

557,552

 

Unitymedia GmbH, Senior Secured Bonds

 

8.125

%

12/1/17

 

100,000

 

104,500

(a)

Total Diversified Financial Services

 

 

 

 

 

 

 

8,544,295

 

Insurance — 0.6%

 

 

 

 

 

 

 

 

 

XL Capital Ltd.

 

5.250

%

9/15/14

 

1,000,000

 

1,030,398

 

Total Financials

 

 

 

 

 

 

 

15,691,434

 

Health Care — 1.1%

 

 

 

 

 

 

 

 

 

Health Care Providers & Services — 1.1%

 

 

 

 

 

 

 

 

 

Community Health Systems Inc., Senior Notes

 

8.875

%

7/15/15

 

200,000

 

210,000

 

HCA Inc., Debentures

 

7.500

%

11/15/95

 

185,000

 

147,075

 

HCA Inc., Notes

 

6.375

%

1/15/15

 

430,000

 

422,475

 

HCA Inc., Notes

 

7.690

%

6/15/25

 

90,000

 

86,400

 

HCA Inc., Senior Notes

 

6.250

%

2/15/13

 

85,000

 

86,700

 

HCA Inc., Senior Secured Notes

 

9.250

%

11/15/16

 

195,000

 

208,040

 

HCA Inc., Senior Secured Notes

 

9.625

%

11/15/16

 

399,000

 

427,429

(f)

Vanguard Health Holdings Co., II LLC, Senior Notes

 

8.000

%

2/1/18

 

215,000

 

220,375

 

Total Health Care

 

 

 

 

 

 

 

1,808,494

 

Industrials — 11.3%

 

 

 

 

 

 

 

 

 

Aerospace & Defense — 0.9%

 

 

 

 

 

 

 

 

 

Boeing Co., Notes

 

6.125

%

2/15/33

 

600,000

 

661,480

 

L-3 Communications Corp., Senior Subordinated Notes

 

6.375

%

10/15/15

 

535,000

 

551,050

 

Systems 2001 Asset Trust

 

6.664

%

9/15/13

 

149,128

 

163,608

(a)

Total Aerospace & Defense

 

 

 

 

 

 

 

1,376,138

 

Airlines — 9.4%

 

 

 

 

 

 

 

 

 

America West Airlines Inc., Ambac Assurance Corp.

 

8.057

%

7/2/20

 

2,398,107

 

2,535,998

 

Continental Airlines Inc.

 

7.160

%

9/24/14

 

378,265

 

379,210

 

Continental Airlines Inc.

 

6.820

%

5/1/18

 

913,728

 

950,277

 

Continental Airlines Inc., Pass-Through Certificates

 

6.900

%

1/2/18

 

889,557

 

945,154

 

Continental Airlines Inc., Pass-Through Certificates

 

6.545

%

2/2/19

 

1,139,496

 

1,207,866

 

Continental Airlines Inc., Pass-Through Certificates

 

6.703

%

6/15/21

 

675,130

 

713,950

 

 

See Notes to Financial Statements.

 

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

13

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Airlines — continued

 

 

 

 

 

 

 

 

 

Continental Airlines Inc., Pass-Through Certificates, 2000-1 A-1

 

8.048

%

11/1/20

 

528,655

 

$

597,380

 

DAE Aviation Holdings Inc., Senior Notes

 

11.250

%

8/1/15

 

460,000

 

476,100

(a)

Delta Air Lines Inc., Pass-Through Certificates, Secured Notes

 

8.021

%

8/10/22

 

187,269

 

191,015

 

Delta Air Lines Inc., Senior Secured Notes

 

9.500

%

9/15/14

 

67,000

 

72,946

(a)

JetBlue Airways Corp., Pass-Through Certificates

 

0.736

%

11/15/16

 

1,050,000

 

882,000

(d)

Northwest Airlines Corp., Pass-Through Certificates

 

7.575

%

9/1/20

 

503,014

 

540,740

 

Northwest Airlines Inc.

 

0.758

%

2/6/15

 

2,692,857

 

2,437,036

(d)

US Airways Pass-Through Trust

 

6.850

%

1/30/18

 

3,471,847

 

3,474,937

 

Total Airlines

 

 

 

 

 

 

 

15,404,609

 

Building Products — 0.0%

 

 

 

 

 

 

 

 

 

Ashton Woods USA LLC/Ashton Woods Finance Co., Senior Subordinated Notes, step bond

 

0.000

%

6/30/15

 

65,000

 

36,075

(a)(c)

Commercial Services & Supplies — 0.5%

 

 

 

 

 

 

 

 

 

ACCO Brands Corp., Senior Secured Notes

 

10.625

%

3/15/15

 

220,000

 

247,500

 

Altegrity Inc., Senior Subordinated Notes

 

10.500

%

11/1/15

 

310,000

 

318,137

(a)

RSC Equipment Rental Inc./RSC Holdings III LLC, Senior Secured Notes

 

10.000

%

7/15/17

 

170,000

 

191,250

(a)

Total Commercial Services & Supplies

 

 

 

 

 

 

 

756,887

 

Marine — 0.1%

 

 

 

 

 

 

 

 

 

Trico Shipping AS, Senior Secured Notes

 

11.875

%

11/1/14

 

200,000

 

162,000

(a)(b)

Road & Rail — 0.2%

 

 

 

 

 

 

 

 

 

Kansas City Southern de Mexico, Senior Notes

 

12.500

%

4/1/16

 

111,000

 

135,975

 

RailAmerica Inc., Senior Secured Notes

 

9.250

%

7/1/17

 

208,000

 

228,540

 

Total Road & Rail

 

 

 

 

 

 

 

364,515

 

Trading Companies & Distributors — 0.2%

 

 

 

 

 

 

 

 

 

Ashtead Capital Inc., Notes

 

9.000

%

8/15/16

 

129,000

 

134,483

(a)

H&E Equipment Services Inc., Senior Notes

 

8.375

%

7/15/16

 

245,000

 

249,900

 

Total Trading Companies & Distributors

 

 

 

 

 

 

 

384,383

 

Total Industrials

 

 

 

 

 

 

 

18,484,607

 

Information Technology — 0.5%

 

 

 

 

 

 

 

 

 

IT Services — 0.4%

 

 

 

 

 

 

 

 

 

Ceridian Corp., Senior Notes

 

12.250

%

11/15/15

 

138,450

 

139,834

(f)

Electronic Data Systems Corp., Notes

 

7.450

%

10/15/29

 

500,000

 

642,258

 

Total IT Services

 

 

 

 

 

 

 

782,092

 

Semiconductors & Semiconductor Equipment — 0.1%

 

 

 

 

 

 

 

 

 

Freescale Semiconductor Inc., Senior Subordinated Notes

 

10.125

%

12/15/16

 

80,000

 

84,200

 

Total Information Technology

 

 

 

 

 

 

 

866,292

 

 

See Notes to Financial Statements.

 


 

14

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Materials — 3.1%

 

 

 

 

 

 

 

 

 

Chemicals — 0.7%

 

 

 

 

 

 

 

 

 

Dow Chemical Co.

 

6.000

%

10/1/12

 

1,000,000

 

$1,077,330

 

Westlake Chemical Corp., Senior Notes

 

6.625

%

1/15/16

 

70,000

 

72,362

 

Total Chemicals

 

 

 

 

 

 

 

1,149,692

 

Metals & Mining — 1.2%

 

 

 

 

 

 

 

 

 

Alcoa Inc.

 

5.375

%

1/15/13

 

570,000

 

607,605

 

Freeport-McMoRan Copper & Gold Inc., Senior Notes

 

8.375

%

4/1/17

 

730,000

 

807,562

 

Metals USA Inc., Senior Secured Notes

 

11.125

%

12/1/15

 

445,000

 

468,363

 

Vedanta Resources PLC, Senior Notes

 

8.750

%

1/15/14

 

130,000

 

138,775

(a)

Total Metals & Mining

 

 

 

 

 

 

 

2,022,305

 

Paper & Forest Products — 1.2%

 

 

 

 

 

 

 

 

 

Appleton Papers Inc., Senior Secured Notes

 

11.250

%

12/15/15

 

235,000

 

188,000

(a)

NewPage Corp., Senior Secured Notes

 

11.375

%

12/31/14

 

595,000

 

559,300

 

PE Paper Escrow GmbH, Senior Secured Notes

 

12.000

%

8/1/14

 

100,000

 

115,695

(a)

Weyerhaeuser Co., Debentures

 

7.375

%

3/15/32

 

1,000,000

 

1,010,886

 

Total Paper & Forest Products

 

 

 

 

 

 

 

1,873,881

 

Total Materials

 

 

 

 

 

 

 

5,045,878

 

Telecommunication Services — 3.8%

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 2.2%

 

 

 

 

 

 

 

 

 

Cincinnati Bell Telephone Co., Senior Debentures

 

6.300

%

12/1/28

 

25,000

 

19,750

 

Deutsche Telekom International Finance BV

 

5.250

%

7/22/13

 

600,000

 

649,822

 

France Telecom SA, Notes

 

8.500

%

3/1/31

 

600,000

 

815,658

 

Frontier Communications Corp., Senior Notes

 

8.750

%

4/15/22

 

91,000

 

99,190

 

Hawaiian Telcom Communications Inc., Senior Subordinated Notes

 

12.500

%

5/1/15

 

135,000

 

14

(b)(c)

Intelsat Jackson Holdings Ltd., Senior Notes

 

9.500

%

6/15/16

 

35,000

 

36,925

 

Intelsat Jackson Holdings Ltd., Senior Notes

 

11.250

%

6/15/16

 

340,000

 

366,350

 

Level 3 Financing Inc., Senior Notes

 

9.250

%

11/1/14

 

280,000

 

277,900

 

Qwest Communications International Inc., Senior Notes

 

7.500

%

2/15/14

 

140,000

 

141,750

 

Qwest Corp., Senior Notes

 

7.875

%

9/1/11

 

390,000

 

401,700

 

Qwest Corp., Senior Notes

 

7.500

%

10/1/14

 

150,000

 

168,000

 

Windstream Corp., Senior Notes

 

8.625

%

8/1/16

 

635,000

 

668,337

 

Total Diversified Telecommunication Services

 

 

 

 

 

 

 

3,645,396

 

Wireless Telecommunication Services — 1.6%

 

 

 

 

 

 

 

 

 

Cingular Wireless LLC

 

6.500

%

12/15/11

 

250,000

 

263,825

 

Sprint Capital Corp., Senior Notes

 

8.375

%

3/15/12

 

1,450,000

 

1,533,375

 

True Move Co., Ltd.

 

10.750

%

12/16/13

 

590,000

 

634,250

(a)

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

15

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Wireless Telecommunication Services — continued

 

 

 

 

 

 

 

 

 

True Move Co., Ltd., Notes

 

10.750

%

12/16/13

 

200,000

 

$

215,000

(a)

Total Wireless Telecommunication Services

 

 

 

 

 

 

 

2,646,450

 

Total Telecommunication Services

 

 

 

 

 

 

 

6,291,846

 

Utilities — 5.5%

 

 

 

 

 

 

 

 

 

Electric Utilities — 2.8%

 

 

 

 

 

 

 

 

 

Duke Energy Corp., Notes

 

6.250

%

1/15/12

 

250,000

 

263,923

 

EEB International Ltd., Senior Bonds

 

8.750

%

10/31/14

 

820,000

 

883,550

(a)

FirstEnergy Corp., Notes

 

6.450

%

11/15/11

 

27,000

 

28,099

 

FirstEnergy Corp., Notes

 

7.375

%

11/15/31

 

3,040,000

 

3,204,655

 

MidAmerican Energy Holdings Co., Senior Notes

 

5.875

%

10/1/12

 

250,000

 

269,741

 

Total Electric Utilities

 

 

 

 

 

 

 

4,649,968

 

Gas Utilities — 0.0%

 

 

 

 

 

 

 

 

 

Southern Natural Gas Co., Senior Notes

 

8.000

%

3/1/32

 

20,000

 

22,913

 

Independent Power Producers & Energy Traders — 2.2%

 

 

 

 

 

 

 

 

 

AES Corp., Senior Notes

 

9.750

%

4/15/16

 

360,000

 

402,300

 

AES Corp., Senior Notes

 

8.000

%

10/15/17

 

525,000

 

555,187

 

AES Corp., Senior Notes

 

8.000

%

6/1/20

 

100,000

 

106,000

 

Edison Mission Energy, Senior Notes

 

7.750

%

6/15/16

 

180,000

 

154,800

 

Edison Mission Energy, Senior Notes

 

7.625

%

5/15/27

 

179,000

 

129,327

 

Energy Future Holdings Corp., Senior Notes

 

11.250

%

11/1/17

 

391,993

 

235,196

(f)

Energy Future Intermediate Holding Co. LLC/EFIH Finance Inc., Senior Secured Notes

 

10.000

%

12/1/20

 

885,000

 

912,677

 

NRG Energy Inc., Senior Notes

 

7.375

%

2/1/16

 

815,000

 

835,375

 

NRG Energy Inc., Senior Notes

 

7.375

%

1/15/17

 

225,000

 

231,750

 

Total Independent Power Producers & Energy Traders

 

 

 

 

 

 

 

3,562,612

 

Multi-Utilities — 0.5%

 

 

 

 

 

 

 

 

 

Dominion Resources Inc., Senior Notes

 

5.700

%

9/17/12

 

770,000

 

828,555

 

Total Utilities

 

 

 

 

 

 

 

9,064,048

 

Total Corporate Bonds & Notes (Cost — $85,787,269)

 

 

 

 

 

 

 

89,310,699

 

Asset-Backed Securities — 30.5%

 

 

 

 

 

 

 

 

 

ABFS Mortgage Loan Trust, 2002-3 M1

 

5.902

%

9/15/33

 

1,130,000

 

892,889

 

ACE Securities Corp., 2005-SD1 A1

 

0.661

%

11/25/50

 

28,631

 

28,428

(d)

Associates Manufactured Housing Pass Through Certificates, 1997-CLB2

 

8.900

%

6/15/28

 

2,910,686

 

2,954,346

(e)

Associates Manufactured Housing Pass- Through Certificates, 1997-1 B1

 

7.600

%

6/15/28

 

400,000

 

419,754

(c)(d)

Bank of America Manufactured Housing Contract Trust, 1997-2M

 

6.900

%

4/10/28

 

100,000

 

156,759

(d)

Bayview Financial Acquisition Trust, 2007-B 2A1

 

0.561

%

8/28/47

 

983,483

 

937,571

(d)

Bayview Financial Asset Trust, 2004-SSRA A1

 

0.861

%

12/25/39

 

409,503

 

298,937

(a)(d)(e)

 

See Notes to Financial Statements.

 


 

16

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Asset-Backed Securities — continued

 

 

 

 

 

 

 

 

 

Bayview Financial Asset Trust, 2007-SR1A A

 

0.711

%

3/25/37

 

2,307,529

 

$1,736,416

(a)(d)

Bayview Financial Asset Trust, 2007-SR1A M1

 

1.061

%

3/25/37

 

1,517,423

 

955,976

(a)(d)

Bayview Financial Asset Trust, 2007-SR1A M3

 

1.411

%

3/25/37

 

575,574

 

264,764

(a)(d)

Bayview Financial Asset Trust, 2007-SR1A M4

 

1.761

%

3/25/37

 

156,975

 

64,360

(a)(d)

Bear Stearns Asset Backed Securities Trust, 2006-SD3 1P0, STRIPS

 

0.000

%

8/25/36

 

1,237,726

 

868,760

 

Bear Stearns Asset Backed Securities Trust, 2007-SD1 1A3A

 

6.500

%

10/25/36

 

1,340,350

 

920,960

 

Centex Home Equity Loan Trust, 2003-B AF4

 

3.735

%

2/25/32

 

349,152

 

313,891

 

Citigroup Mortgage Loan Trust Inc., 2006-SHL1 A1

 

0.461

%

11/25/45

 

222,304

 

195,188

(a)(d)

Citigroup Mortgage Loan Trust Inc., 2007-SHL1 A

 

0.661

%

11/25/46

 

1,103,583

 

573,945

(a)(d)

Conseco Finance Securitizations Corp., 2002-1 A

 

6.681

%

12/1/33

 

356,272

 

374,920

(d)

Contimortgage Home Equity Trust, 1997-4 B1F

 

7.330

%

10/15/28

 

442,083

 

425,248

 

Countrywide Asset-Backed Certificates, 2007-13 2A1

 

1.161

%

10/25/47

 

1,214,803

 

807,665

(d)

Countrywide Asset-Backed Certificates, 2007-SEA2 1A1

 

1.261

%

8/25/47

 

63,194

 

41,945

(a)(d)

Countrywide Home Equity Loan Trust, 2006-HW 2A1B

 

0.410

%

11/15/36

 

602,122

 

457,325

(d)

Countrywide Home Equity Loan Trust, 2007-B A

 

0.410

%

2/15/37

 

721,185

 

554,845

(d)

Countrywide Home Equity Loan Trust, 2007-GW A

 

0.810

%

8/15/37

 

1,439,969

 

1,105,998

(d)

Credit-Based Asset Servicing & Securitization, 2005-CB4 M1

 

0.681

%

8/25/35

 

2,000,000

 

1,486,698

(d)

Credit-Based Asset Servicing and Securitization LLC, 2004-CB2 M1

 

0.781

%

7/25/33

 

2,209,205

 

1,613,201

(d)

Credit-Based Asset Servicing and Securitization LLC, 2005-RP1 M1

 

0.881

%

1/25/35

 

780,000

 

686,185

(a)(d)

CS First Boston Mortgage Securities Corp., 2004-CF2 2A1

 

0.731

%

5/25/44

 

43,816

 

43,177

(a)(d)

Educap Student Loan Asset-Backed Notes, 2004-1 B

 

2.028

%

6/25/38

 

1,500,000

 

1,320,000

(d)(e)

Ellington Loan Acquisition Trust, 2007-1 A2A1

 

1.261

%

5/26/37

 

218,963

 

204,948

(a)(d)

EMC Mortgage Loan Trust, 2003-B A1

 

0.811

%

11/25/41

 

114,269

 

98,738

(a)(d)

First Horizon ABS Trust, 2007-HE1 A

 

0.391

%

9/25/29

 

892,817

 

668,457

(d)

Firstfed Corp. Manufactured Housing Contract, 1996-1 B

 

8.060

%

10/15/22

 

2,074,424

 

1,819,599

(a)

Fremont Home Loan Trust, 2006-2 2A2

 

0.371

%

2/25/36

 

259,227

 

256,866

(d)

Global Franchise Trust, 1998-1 A2

 

6.659

%

10/10/11

 

546,949

 

520,882

(a)

GMAC Mortgage Corp. Loan Trust, 2004-VF1 A1

 

1.011

%

2/25/31

 

526,253

 

443,030

(a)(d)

Green Tree Financial Corp., 1992-2 B

 

9.150

%

1/15/18

 

147,904

 

83,241

 

Green Tree Financial Corp., 1993-1 B

 

8.450

%

4/15/18

 

205,980

 

181,559

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

17

 

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Asset-Backed Securities — continued

 

 

 

 

 

 

 

 

 

Green Tree Home Improvement Loan Trust, 1996-D HIB2

 

8.000

%

9/15/27

 

53,312

 

$

37,938

 

Green Tree Recreational Equiptment & Consumer Trust, 1996-C CTFS

 

7.650

%

10/15/17

 

101,897

 

88,829

 

Greenpoint Manufactured Housing, 1999-5 A5

 

7.820

%

12/15/29

 

706,000

 

734,046

(d)

GSAA Home Equity Trust, 2006-19 A3A

 

0.501

%

12/25/36

 

892,127

 

505,669

(d)

GSAMP Trust, 2003-SEA2 A1

 

4.422

%

7/25/33

 

2,098,857

 

1,765,017

 

Indymac Manufactured Housing Contract, 1997-1 A5

 

6.970

%

2/25/28

 

245,652

 

228,197

 

Lehman XS Trust, 2006-GP4 3A1A

 

0.331

%

8/25/46

 

28,710

 

28,453

(d)

Lehman XS Trust, 2007-1 WF1

 

6.134

%

1/25/37

 

963,582

 

565,909

(d)

Merit Securities Corp., 13 A4

 

7.940

%

12/28/33

 

2,930,369

 

2,960,490

(d)

Morgan Stanley ABS Capital I, 2003-SD1 A1

 

0.761

%

3/25/33

 

24,291

 

21,955

(d)

Morgan Stanley Capital Inc., 2003-NC9 M

 

1.386

%

9/25/33

 

2,137,666

 

1,625,417

(d)

MSDWCC Heloc Trust, 2003-2 A

 

0.521

%

4/25/16

 

148,348

 

128,761

(d)

New Century Home Equity Loan Trust, 2004-2 A2

 

0.631

%

8/25/34

 

475,320

 

376,775

(d)

New Century Home Equity Loan Trust, 2004-3 M1

 

1.191

%

11/25/34

 

917,006

 

700,626

(d)

Oakwood Mortgage Investors Inc., 2002-B A3

 

6.060

%

3/15/25

 

276,420

 

257,955

(d)

Origen Manufactured Housing, 2006-A A2

 

1.756

%

10/15/37

 

2,700,000

 

1,728,000

(d)

PAMCO CLO, 1997-1A B

 

7.910

%

8/6/10

 

775,612

 

155,123

(b)(i)

Park Place Securities Inc., 2004-WCW1 M2

 

0.941

%

9/25/34

 

1,900,000

 

1,663,167

(d)

Park Place Securities Inc., 2004-WHQ2 M2

 

0.891

%

2/25/35

 

750,000

 

659,207

(d)

Pegasus Aviation Lease Securitization, 2000-1 A2

 

8.370

%

3/25/30

 

1,600,000

 

672,000

(a)

People’s Choice Home Loan Securities Trust, 2004-1 A3

 

1.301

%

6/25/34

 

400,842

 

369,911

(d)

RAAC Series, 2007-RP1 M1

 

0.811

%

5/25/46

 

210,000

 

7,060

(a)(d)

Renaissance Home Equity Loan Trust, 2004-2 AF4

 

5.392

%

7/25/34

 

630,599

 

636,880

 

Renaissance Home Equity Loan Trust, 2005-3 AV3

 

0.641

%

11/25/35

 

800,000

 

639,984

(d)

Residential Asset Mortgage Products Inc., 2004-RZ1 AII

 

0.741

%

3/25/34

 

392,340

 

262,489

(d)

Residential Asset Securities Corp., 2001-KS3 AII

 

0.721

%

9/25/31

 

300,571

 

237,774

(d)

Residential Asset Securities Corp., 2002-KS2 AI6

 

6.228

%

4/25/32

 

646,657

 

647,618

(d)

Residential Asset Securities Corp., 2003-KS8 AI6

 

4.830

%

10/25/33

 

982,170

 

965,374

(d)

Saxon Asset Securities Trust, 2000-2 MF1

 

8.645

%

7/25/30

 

13,695

 

13,675

(d)

Settlement Fee Finance LLC, 2004-1A A

 

9.100

%

7/25/34

 

1,004,795

 

1,017,355

(a)(e)

SLM Student Loan Trust, 2001-4 B

 

0.788

%

1/25/21

 

1,000,000

 

943,300

(d)

Structured Asset Securities Corp., 2002-AL1 A3

 

3.450

%

2/25/32

 

856,427

 

815,673

 

Structured Asset Securities Corp., 2003-AL1 A

 

3.357

%

4/25/31

 

123,354

 

117,647

(a)

Structured Asset Securities Corp., 2005-4XS 2A1A

 

2.004

%

3/25/35

 

570,382

 

438,808

(d)

Structured Asset Securities Corp., 2006-GEL3 A2

 

0.491

%

7/25/36

 

1,800,000

 

1,315,229

(a)(d)

 

See Notes to Financial Statements.

 


 

18

 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Asset-Backed Securities — continued

 

 

 

 

 

 

 

 

 

Structured Asset Securities Corp., 2007-BC1 A2

 

0.311

%

2/25/37

 

583,655

 

$

572,687

(d)

Vanderbilt Mortgage Finance, 1997-B 1B2

 

8.155

%

10/7/26

 

446,461

 

400,495

 

Vanderbilt Mortgage Finance, 1997-C 1B2

 

7.830

%

8/7/27

 

124,497

 

118,355

(d)

Vanderbilt Mortgage Finance, 2000-B IB2

 

9.250

%

7/7/30

 

827,501

 

749,209

(d)

Total Asset-Backed Securities (Cost — $46,102,814)

 

 

 

 

 

 

 

49,950,528

 

Collateralized Mortgage Obligations — 38.6%

 

 

 

 

 

 

 

 

 

American Home Mortgage Investment Trust, 2007-A 4A

 

0.711

%

7/25/46

 

812,182

 

276,761

(a)(d)

Banc of America Funding Corp., 2004-B 6A1

 

3.470

%

12/20/34

 

606,166

 

325,547

(d)

Bayview Commercial Asset Trust, 2005-3A A2

 

0.661

%

11/25/35

 

715,317

 

542,128

(a)(d)

Bayview Commercial Asset Trust, 2005-4A A1

 

0.561

%

1/25/36

 

410,070

 

334,526

(a)(d)

BCAP LLC Trust, 2009-RR12 2A2

 

0.616

%

3/26/35

 

1,844,014

 

682,285

(a)(d)

Bear Stearns Alt-A Trust, 2004-3 A1

 

0.901

%

4/25/34

 

497,602

 

423,431

(d)

Bear Stearns Alt-A Trust, 2004-8 1A

 

0.611

%

9/25/34

 

262,292

 

217,480

(d)

Bear Stearns Alt-A Trust, 2005-10 21A1

 

3.165

%

1/25/36

 

1,228,400

 

697,279

(d)

Bear Stearns Asset Backed Securities Trust, 2002-AC1 B4

 

7.000

%

1/25/32

 

918,016

 

138,683

(a)

Bella Vista Mortgage Trust, 2004-2 A1

 

0.631

%

2/25/35

 

2,198,265

 

1,259,962

(d)

BlackRock Capital Finance LP, 1997-R2 B5

 

6.188

%

12/25/35

 

392,879

 

19,644

(a)(d)(e)

CBA Commercial Small Balance Commercial Trust, 2005-1A

 

0.581

%

7/25/35

 

1,639,165

 

1,020,757

(a)(d)

Chevy Chase Mortgage Funding Corp., 2004-3A A1

 

0.511

%

8/25/35

 

1,532,244

 

992,905

(a)(d)

Chevy Chase Mortgage Funding Corp., 2004-4A A1

 

0.491

%

10/25/35

 

2,141,611

 

1,322,608

(a)(d)

Chevy Chase Mortgage Funding Corp., 2005-4A A1

 

0.461

%

10/25/36

 

1,973,960

 

1,163,511

(a)(d)

CNL Funding, 1998-1 C2

 

1.011

%

9/18/11

 

3,360,000

 

3,032,400

(a)(d)

Countrywide Home Loan Mortgage Pass-Through Trust, 2004-HYB5 7A1

 

2.337

%

4/20/35

 

3,514,750

 

2,839,465

(d)

Countrywide Home Loan Mortgage Pass-Through Trust, 2005-9 1A1

 

0.561

%

5/25/35

 

1,731,918

 

1,126,410

(d)

Countrywide Home Loans, 2004-R1 1AF

 

0.661

%

11/25/34

 

1,706,119

 

1,518,900

(a)(d)

Countrywide Home Loans, 2004-R2 1AF1

 

0.681

%

11/25/34

 

513,840

 

449,236

(a)(d)

Countrywide Home Loans, 2005-7 1A1

 

0.531

%

3/25/35

 

1,502,411

 

1,174,436

(d)

Countrywide Home Loans, 2005-R2 2A1

 

7.000

%

6/25/35

 

1,575,829

 

1,560,069

(a)

Countrywide Home Loans Mortgage Pass-Through Trust, 2005-R1 1AF1

 

0.621

%

3/25/35

 

827,112

 

681,850

(a)(d)

Credit Suisse Mortgage Capital Certificates, 2007-C3 A4

 

5.721

%

6/15/39

 

242,000

 

248,261

(d)

Extended Stay America Trust, 2010-ESHA XB1 IO

 

1.165

%

1/5/16

 

20,500,000

 

471,387

(a)(d)

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

19

 

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Federal Home Loan Mortgage Corp. (FHLMC), K007 X1 IO

 

1.245

%

4/25/20

 

9,951,858

 

$

750,871

(d)

Federal Home Loan Mortgage Corp. (FHLMC), K009 X1 IO

 

1.522

%

8/25/20

 

5,904,932

 

546,221

(d)

GMAC Commercial Mortgage Securities Inc., 1998-C2 F

 

6.500

%

5/15/35

 

1,000,000

 

1,040,700

(a)

Greenpoint Mortgage Funding Trust, 2005-AR5 2A2

 

0.531

%

11/25/46

 

2,774,696

 

638,180

(d)

Greenpoint Mortgage Funding Trust, 2005-AR5 3A2

 

0.531

%

11/25/46

 

1,868,899

 

496,576

(d)

GS Mortgage Securities Corp., 2010-C1 X

 

1.587

%

8/10/43

 

13,014,061

 

1,170,382

(a)(d)

GSMPS Mortgage Loan Trust, 2001-2 A

 

7.500

%

6/19/32

 

1,622,588

 

1,392,413

(a)(d)

GSMPS Mortgage Loan Trust, 2004-4 1AF

 

0.661

%

6/25/34

 

1,023,576

 

863,870

(a)(d)

GSMPS Mortgage Loan Trust, 2005-RP1 1AF

 

0.611

%

1/25/35

 

287,205

 

243,907

(a)(d)

GSMPS Mortgage Loan Trust, 2005-RP1 2A1

 

4.295

%

1/25/35

 

1,632,814

 

1,330,400

(a)(d)

GSMPS Mortgage Loan Trust, 2005-RP3 1AF

 

0.611

%

9/25/35

 

1,320,774

 

1,095,697

(a)(d)

Harborview Mortgage Loan Trust, 2004-10 4A

 

2.822

%

1/19/35

 

460,272

 

451,078

(d)

Harborview Mortgage Loan Trust, 2004-8 3A2

 

0.661

%

11/19/34

 

190,300

 

115,552

(d)

Harborview Mortgage Loan Trust, 2005-9 B10

 

2.011

%

6/20/35

 

1,104,319

 

98,609

(d)

Impac CMB Trust, 2004-9 1A1

 

1.021

%

1/25/35

 

58,338

 

46,093

(d)

Impac CMB Trust, 2A-10

 

0.901

%

3/25/35

 

481,434

 

290,563

(d)

Indymac Index Mortgage Loan Trust, 2005-AR14 BX, STRIPS

 

2.400

%

7/25/35

 

552,840

 

11,057

(c)

Indymac Index Mortgage Loan Trust, 2007-AR15 2A1

 

5.280

%

8/25/37

 

5,219,879

 

3,483,831

(d)

Jefferies & Co., 2009-B 9A

 

0.591

%

11/21/35

 

187,349

 

345,059

(a)(d)(e)

JPMorgan Mortgage Trust, 2007-A2 4A2

 

5.934

%

4/25/37

 

300,000

 

242,458

(d)

LB-UBS Commercial Mortgage Trust, 2001-C3 X, STRIPS

 

0.905

%

6/15/36

 

2,267,274

 

4,900

(a)(c)(d)

Luminent Mortgage Trust, 2006-6 A1

 

0.461

%

10/25/46

 

1,138,494

 

753,351

(d)

MASTR Adjustable Rate Mortgages Trust, 2004-13 3A7

 

2.899

%

11/21/34

 

2,000,000

 

1,856,200

(d)

MASTR Alternative Loans Trust, PAC, 2003-7 7A1

 

0.661

%

11/25/33

 

249,084

 

242,298

(d)

MASTR ARM Trust, 2004-7 6M1

 

0.911

%

8/25/34

 

800,000

 

638,331

(d)

Merit Securities Corp., 11PA B3

 

2.511

%

9/28/32

 

850,000

 

293,801

(a)(d)

Metropolitan Asset Funding Inc., 1998-BI B1

 

8.000

%

11/20/24

 

893,540

 

376,418

(d)

Morgan Stanley Capital I, 1999-LIFE E

 

6.969

%

4/15/33

 

1,558,600

 

1,563,325

(d)

Nomura Asset Acceptance Corp., 2004-AR4 1A1

 

2.492

%

12/25/34

 

505,324

 

481,208

(d)

Prime Mortgage Trust, 2005-2 2XB, STRIPS

 

1.743

%

10/25/32

 

3,612,357

 

157,137

(d)

Prime Mortgage Trust, 2005-5 1X, STRIPS

 

0.916

%

7/25/34

 

8,108,888

 

194,931

(d)

Prime Mortgage Trust, 2005-5 1XB, STRIPS

 

1.396

%

7/25/34

 

3,034,699

 

42,486

(d)

 

See Notes to Financial Statements.

 


 

20

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Regal Trust IV, 1999-1 A

 

3.163

%

9/29/31

 

109,381

 

$

103,204

(a)(d)

Residential Asset Mortgage Products Inc., 2004-SL4 A5

 

7.500

%

7/25/32

 

1,367,442

 

1,360,953

 

Residential Asset Mortgage Products, Inc., 2005-SL2 AP0, STRIPS

 

0.010

%

2/25/32

 

296,651

 

252,648

 

Residential Asset Securitization Trust, 2003-A1 A2

 

0.761

%

3/25/33

 

200,075

 

192,105

(d)

Sequoia Mortgage Trust, 2003-2 A2

 

0.800

%

6/20/33

 

53,817

 

44,294

(d)

Sequoia Mortgage Trust, 2004-10 A1A

 

0.571

%

11/20/34

 

29,934

 

27,815

(d)

Sequoia Mortgage Trust, 2004-11 A1

 

0.561

%

12/20/34

 

45,838

 

39,726

(d)

Sequoia Mortgage Trust, 2004-12 A1

 

0.531

%

1/20/35

 

361,794

 

298,798

(d)

Structured Asset Securities Corp., 1998-RF2 A

 

8.057

%

7/15/27

 

470,860

 

468,284

(a)(d)

Structured Asset Securities Corp., 2002-9 A2

 

0.561

%

10/25/27

 

1,028,045

 

908,266

(d)

Structured Asset Securities Corp., 2004-NP1 A

 

0.661

%

9/25/33

 

244,665

 

211,155

(a)(d)

Structured Asset Securities Corp., 2005-4XS 3A4

 

4.790

%

3/25/35

 

890,000

 

874,854

 

Structured Asset Securities Corp., 2005-RF2 A

 

0.611

%

4/25/35

 

1,316,399

 

1,119,817

(a)(d)

Structured Asset Securities Corp., 2005-RF3 2A

 

4.276

%

6/25/35

 

2,211,916

 

1,888,452

(a)(d)

Thornburg Mortgage Securities Trust, 2003-4 A1

 

0.581

%

9/25/43

 

963,387

 

894,296

(d)

Thornburg Mortgage Securities Trust, 2004-03 A

 

1.001

%

9/25/44

 

950,408

 

902,049

(d)

Thornburg Mortgage Securities Trust, 2007-4 2A1

 

6.190

%

9/25/37

 

744,302

 

693,071

(d)

Thornburg Mortgage Securities Trust, 2007-4 3A1

 

6.183

%

9/25/37

 

780,204

 

757,489

(d)

WaMu Mortgage Pass-Through Certificates, 2004-AR13 A2A

 

0.620

%

11/25/34

 

2,016,980

 

1,559,591

(d)

WaMu Mortgage Pass-Through Certificates, 2007-HY7 2A3

 

5.629

%

7/25/37

 

1,914,140

 

1,236,091

(d)

Washington Mutual Alternative Mortgage Pass-Through Certificates, 2006-5 3A3

 

6.221

%

7/25/36

 

859,948

 

442,985

 

Washington Mutual Alternative Mortgage Pass-Through Certificates, 2006-7 A2A

 

5.667

%

9/25/36

 

1,444,787

 

914,799

 

Washington Mutual Alternative Mortgage Pass-Through Certificates, 2006-7 A3

 

6.081

%

9/25/36

 

176,210

 

115,948

 

Washington Mutual Inc., 2004-AR11

 

2.717

%

10/25/34

 

85,060

 

78,690

(d)

Washington Mutual Inc., 2004-AR12 A2A

 

0.640

%

10/25/44

 

190,594

 

157,831

(d)

Washington Mutual Inc., 2005-AR8 2A1A

 

0.551

%

7/25/45

 

471,204

 

407,429

(d)

Washington Mutual Inc. Mortgage Pass-Through Certificates, 2004-AR13 A1A

 

0.610

%

11/25/34

 

1,434,217

 

1,262,385

(d)

Washington Mutual Inc., Mortgage Pass-Through Certificates, 2005-AR06 2A1A

 

0.491

%

4/25/45

 

423,145

 

354,324

(d)

Washington Mutual Inc., Mortgage Pass-Through Certificates, 2005-AR08 1A1A

 

0.531

%

7/25/45

 

31,755

 

26,671

(d)

Washington Mutual Inc., Mortgage Pass-Through Certificates, 2005-AR13 A1A1

 

0.551

%

10/25/45

 

383,409

 

323,512

(d)

 

See Notes to Financial Statements.


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

21

 

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Collateralized Mortgage Obligations — continued

 

 

 

 

 

 

 

 

 

Washington Mutual Inc., Mortgage Pass-Through Certificates, 2005-AR19 A1A1

 

0.531

%

12/25/45

 

782,677

 

$

672,899

(d)

Washington Mutual Inc., Mortgage Pass-Through Certificates, 2005-AR9 A1A

 

0.581

%

7/25/45

 

220,024

 

186,563

(d)

Washington Mutual Inc., MSC Pass-Through Certificates, 2004-RA1 2A

 

7.000

%

3/25/34

 

52,374

 

54,467

 

Washington Mutual Mortgage Pass-Through Certificates, 2006-AR5 3A

 

1.268

%

7/25/46

 

1,389,346

 

654,085

(d)

Total Collateralized Mortgage Obligations (Cost — $60,968,856)

 

 

 

 

 

 

 

63,263,370

 

Collateralized Senior Loans — 7.4%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 3.3%

 

 

 

 

 

 

 

 

 

Carmike Cinemas Inc., Term Loan

 

5.500

%

1/27/16

 

997,481

 

999,440

(g)

DineEquity Inc.

 

6.000

%

10/19/17

 

1,406,667

 

1,427,750

(g)

Getty Images Inc.

 

5.250

%

11/7/16

 

1,000,000

 

1,008,000

(g)

Las Vegas Sands LLC, Delayed Draw Term Loan

 

3.030

%

11/23/16

 

167,350

 

160,830

(g)

Las Vegas Sands LLC, Term Loan B

 

3.030

%

11/23/16

 

832,650

 

799,939

(g)

Univision Communications Inc.

 

4.511

%

3/31/17

 

999,261

 

948,941

(g)

Total Consumer Discretionary

 

 

 

 

 

 

 

5,344,900

 

Health Care — 2.4%

 

 

 

 

 

 

 

 

 

Community Health Systems Inc.

 

3.794

%

1/25/17

 

1,496,250

 

1,489,800

(g)

Grifols Inc.

 

0.000

%

11/23/16

 

1,500,000

 

1,515,625

(g)

MedAssets Inc.

 

5.250

%

11/16/16

 

1,000,000

 

1,003,750

(g)

Total Health Care

 

 

 

 

 

 

 

4,009,175

 

Information Technology — 1.7%

 

 

 

 

 

 

 

 

 

First Data Corp.

 

3.011

%

9/24/14

 

1,000,000

 

921,563

(g)

Freescale Semiconductor Inc.

 

4.508

%

12/1/16

 

1,844,028

 

1,783,713

(g)

Total Information Technology

 

 

 

 

 

 

 

2,705,276

 

Total Collateralized Senior Loans (Cost — $12,059,460)

 

 

 

 

 

 

 

12,059,351

 

Mortgage-Backed Securities — 0.4%

 

 

 

 

 

 

 

 

 

FNMA — 0.4%

 

 

 

 

 

 

 

 

 

Federal National Mortgage Association (FNMA), Whole Loan (Cost — $525,852)

 

6.500

%

8/25/44

 

510,846

 

568,069

 

Municipal Bonds — 2.9%

 

 

 

 

 

 

 

 

 

Florida — 0.3%

 

 

 

 

 

 

 

 

 

Florida Educational Loan Marketing Corp., 2002-1 B

 

0.840

%

12/1/36

 

700,000

 

548,100

(d)(e)

Pennsylvania — 2.6%

 

 

 

 

 

 

 

 

 

Pennsylvania State Higher Education Assistance Agency, Student Loan Revenue

 

1.229

%

6/1/47

 

4,800,000

 

4,236,000

(d)(e)

Total Municipal Bonds (Cost — $4,794,601)

 

 

 

 

 

 

 

4,784,100

 

 

See Notes to Financial Statements.

 


 

 

22

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Non-U.S. Treasury Inflation Protected Securities — 5.7%

 

 

 

 

 

 

 

 

Brazil Nota do Tesouro Nacional

 

6.000%

 

5/15/45

 

4,700,000

BRL

$6,024,440

 

Brazil Nota do Tesouro Nacional, Notes

 

6.000%

 

8/15/50

 

5,130,062

BRL

3,350,844

 

Total Non-U.S. Treasury Inflation Protected Securities (Cost — $7,941,770)

 

 

 

 

 

 

 

9,375,284

 

Sovereign Bonds — 1.0%

 

 

 

 

 

 

 

 

 

Brazil — 0.1%

 

 

 

 

 

 

 

 

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000%

 

1/1/14

 

280,000

BRL

159,714

 

Honduras — 0.0%

 

 

 

 

 

 

 

 

 

Republic of Honduras

 

0.235%

 

10/1/11

 

34,257

 

34,283

(d)

Malaysia — 0.2%

 

 

 

 

 

 

 

 

 

Government of Malaysia, Senior Bonds

 

3.835%

 

8/12/15

 

1,280,000

MYR

422,068

 

Mexico — 0.7%

 

 

 

 

 

 

 

 

 

Mexican Bonos, Bonds

 

8.000%

 

6/11/20

 

9,300,000

MXN

806,502

 

United Mexican States, Bonds

 

10.000%

 

12/5/24

 

2,750,000

MXN

277,583

 

Total Mexico

 

 

 

 

 

 

 

1,084,085

 

Venezuela — 0.0%

 

 

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela, Collective Action Securities, Global Senior Bonds

 

9.375%

 

1/13/34

 

2,000

 

1,355

 

Total Sovereign Bonds (Cost — $1,775,553)

 

 

 

 

 

 

 

1,701,505

 

 

 

 

 

 

 

 

Shares

 

 

 

Common Stocks — 0.3%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 0.1%

 

 

 

 

 

 

 

 

 

Media — 0.1%

 

 

 

 

 

 

 

 

 

Charter Communications Inc., Class A Shares

 

 

 

 

 

4,936

 

192,208

*

Energy — 0.0%

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 0.0%

 

 

 

 

 

 

 

 

 

SemGroup Corp., Class A Shares

 

 

 

 

 

789

 

21,442

*

Industrials — 0.1%

 

 

 

 

 

 

 

 

 

Building Products — 0.1%

 

 

 

 

 

 

 

 

 

Ashton Woods USA LLC, Class B Membership

 

 

 

 

 

20

 

9,001

(c)(e)

Nortek Inc.

 

 

 

 

 

1,206

 

43,416

*

Total Industrials

 

 

 

 

 

 

 

52,417

 

Materials — 0.1%

 

 

 

 

 

 

 

 

 

Chemicals — 0.1%

 

 

 

 

 

 

 

 

 

Georgia Gulf Corp.

 

 

 

 

 

8,950

 

215,337

*

Total Common Stocks (Cost — $503,264)

 

 

 

 

 

 

 

481,404

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

23

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Shares

 

Value

 

Convertible Preferred Stocks — 1.3%

 

 

 

 

 

 

 

Consumer Discretionary — 1.1%

 

 

 

 

 

 

 

Automobiles — 1.1%

 

 

 

 

 

 

 

Motors Liquidation Co., Senior Debentures, Series B

 

5.250%

 

225,000

 

$

1,845,000

*

Financials — 0.2%

 

 

 

 

 

 

 

Diversified Financial Services — 0.2%

 

 

 

 

 

 

 

Citigroup Inc.

 

7.500%

 

1,652

 

225,812

 

Thrifts & Mortgage Finance — 0.0%

 

 

 

 

 

 

 

Federal National Mortgage Association (FNMA)

 

5.375%

 

15

 

26,250

*

Total Financials

 

 

 

 

 

252,062

 

Total Convertible Preferred Stocks (Cost — $5,208,200)

 

 

 

 

 

2,097,062

 

Preferred Stocks — 0.2%

 

 

 

 

 

 

 

Consumer Discretionary — 0.0%

 

 

 

 

 

 

 

Media — 0.0%

 

 

 

 

 

 

 

CMP Susquehanna Radio Holdings Corp.

 

0.000%

 

3,171

 

0

*(a)(c)(e)(h)

Financials — 0.2%

 

 

 

 

 

 

 

Diversified Financial Services — 0.2%

 

 

 

 

 

 

 

Corporate-Backed Trust Certificates, Series 2001-8, Class A-1

 

7.375%

 

33,900

 

237,300

*(b)

Thrifts & Mortgage Finance — 0.0%

 

 

 

 

 

 

 

Federal Home Loan Mortgage Corp. (FHLMC)

 

0.000%

 

100

 

25

*(d)

Federal Home Loan Mortgage Corp. (FHLMC)

 

5.000%

 

200

 

182

*

Federal Home Loan Mortgage Corp. (FHLMC)

 

8.375%

 

20,500

 

12,895

*(d)

Total Thrifts & Mortgage Finance

 

 

 

 

 

13,102

 

Total Financials

 

 

 

 

 

250,402

 

Total Preferred Stocks (Cost — $1,023,458)

 

 

 

 

 

250,402

 

 

 

 

Expiration
Date

 

Warrants

 

 

 

Warrants — 0.0%

 

 

 

 

 

 

 

Buffets Restaurant Holdings

 

4/28/14

 

224

 

2

*(c)(e)

Charter Communications Inc.

 

11/30/14

 

265

 

1,126

*

CMP Susquehanna Radio Holdings Co.

 

3/23/19

 

3,624

 

0

*(a)(c)(e)(h)

Nortek Inc.

 

12/7/14

 

576

 

4,032

*(c)(e)

SemGroup Corp.

 

11/30/14

 

831

 

3,739

*(c)

Total Warrants (Cost — $7,974)

 

 

 

 

 

8,899

 

Total Investments before Short-Term Investments
(Cost — $226,699,071)

 

 

 

 

 

233,850,673

 

 

See Notes to Financial Statements.

 


 

 

24

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

 

Schedule of investments (cont’d)

December 31, 2010

 

Western Asset Premier Bond Fund

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Short-Term Investments — 0.6%

 

 

 

 

 

 

 

 

 

Sovereign Bonds — 0.6%

 

 

 

 

 

 

 

 

 

Egypt Treasury Bills

 

8.482

%

2/15/11

 

450,000

 

$         76,707

 

Egypt Treasury Bills

 

8.676

%

2/22/11

 

975,000

 

165,880

 

Egypt Treasury Bills

 

8.828

%

3/8/11

 

2,925,000

 

495,965

 

Egypt Treasury Bills

 

8.959

%

3/8/11

 

700,000

 

118,692

 

Egypt Treasury Bills

 

9.469

%

5/24/11

 

875,000

 

145,315

 

Total Short-Term Investments (Cost — $1,008,751)

 

 

 

 

 

 

 

1,002,559

 

Total Investments — 143.4% (Cost — $227,707,822#)

 

 

 

 

 

 

 

234,853,232

 

Other Assets in Excess of Liabilities — 0.6%

 

 

 

 

 

 

 

960,411

 

Liquidation value of Preferred Shares — (44.0)%

 

 

 

 

 

 

 

(72,000,000

)

Total Net Assets — 100.0%

 

 

 

 

 

 

 

$163,813,643

 

 

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

*

Non-income producing security.

(a)

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

(b)

Securities are in default as of December 31, 2010.

(c)

Illiquid security.

(d)

Variable rate security. Interest rate disclosed is as of the most recent information available.

(e)

Security is valued in good faith at fair value in accordance with procedures approved by the Board of Trustees (See Note 1).

(f)

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

(g)

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

(h)

Value is less than $1.

(i)

The maturity principal is currently in default as of December 31, 2010.

#

Aggregate cost for federal income tax purposes is $229,460,528.

 

 

Abbreviations used in this schedule:

 

ARM

— Adjustable Rate Mortgage

 

BRL

— Brazilian Real

 

CMB

— Cash Management Bill

 

IO

— Interest Only

 

MXN

— Mexican Peso

 

MYR

— Malaysian Ringgit

 

PAC

— Planned Amortization Class

 

STRIPS

— Separate Trading of Registered Interest and Principal Securities

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

25

 

 

Statement of assets and liabilities

December 31, 2010

 

Assets:

 

 

 

Investments, at value (Cost — $227,707,822)

 

$234,853,232

 

Foreign currency, at value (Cost — $160,120)

 

164,469

 

Cash

 

1,111,030

 

Interest receivable

 

2,333,844

 

Deposits with brokers for swap contracts

 

300,000

 

Unrealized appreciation on swaps

 

292,521

 

Receivable for open swap contracts

 

53,311

 

Principal paydown receivable

 

32,485

 

Premium paid for open swaps

 

6,834

 

Receivable for securities sold

 

6,269

 

Prepaid expenses

 

18,038

 

Other receivables

 

30

 

Total Assets

 

239,172,063

 

 

 

 

 

Liabilities:

 

 

 

Payable for securities purchased

 

2,532,500

 

Unrealized depreciation on swaps

 

197,939

 

Management fee payable

 

108,786

 

Premiums received for open swaps

 

21,078

 

Payable for open swap contracts

 

4,613

 

Trustees’ fees payable

 

1,570

 

Accrued expenses

 

491,934

 

Total Liabilities

 

3,358,420

 

 

 

 

 

Preferred Shares:

 

 

 

No par value, 2,880 shares authorized, issued and outstanding, $25,000 liquidation value per share (Note 6)

 

72,000,000

 

Total Net Assets

 

$163,813,643

 

 

 

 

 

Net Assets:

 

 

 

Common shares, no par value, unlimited number of shares authorized, 11,738,542 shares issued and outstanding (Note 5)

 

$164,702,431

 

Undistributed net investment income

 

9,663,047

 

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

 

(17,799,095)

 

Net unrealized appreciation on investments, swap contracts and foreign currencies

 

7,247,260

 

Total Net Assets

 

$163,813,643

 

 

 

 

 

Shares Outstanding

 

11,738,542

 

 

 

 

 

Net Asset Value

 

$13.96

 

 

See Notes to Financial Statements.

 


 

 

26

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Statement of operations

For the Year Ended December 31, 2010

 

Investment Income:

 

 

 

Interest

 

$18,768,408

 

Dividends

 

490,443

 

Total Investment Income

 

19,258,851

 

 

 

 

 

Expenses:

 

 

 

Investment management fee (Note 2)

 

1,255,404

 

Excise tax (Note 1)

 

410,356

 

Legal fees

 

83,926

 

Custody fees

 

70,900

 

Audit and tax

 

61,545

 

Shareholder reports

 

59,174

 

Stock exchange listing fees

 

22,096

 

Transfer agent fees

 

36,583

 

Rating agency fees

 

43,234

 

Preferred shares auction agent fee expense

 

42,643

 

Trustees’ fees

 

13,543

 

Insurance

 

4,014

 

Miscellaneous expenses

 

19,934

 

Total Expenses

 

2,123,352

 

Less: Compensating balance arrangements (Note 1)

 

(472)

 

Net Expenses

 

2,122,880

 

Net Investment Income

 

17,135,971

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

3,154,422

 

Swap contracts

 

833,542

 

Foreign currency transactions

 

(185,920)

 

Net Realized Gain

 

3,802,044

 

Change in Net Unrealized Appreciation (Depreciation) From:

 

 

 

Investments

 

14,714,654

 

Swap contracts

 

(333,470)

 

Foreign currencies

 

7,235

 

Change in Net Unrealized Appreciation (Depreciation)

 

14,388,419

 

Net Gain on Investments, Swap Contracts and Foreign Currency Transactions

 

18,190,463

 

Distributions Paid to Auction Rate Preferred Stockholders from Net Investment Income

 

(219,880)

 

Increase in Net Assets from Operations

 

$35,106,554

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

27

 

Statements of changes in net assets

 

For the Years Ended December 31,

 

2010

 

2009

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$  17,135,971

 

$  18,942,993

 

Net realized gain (loss)

 

3,802,044

 

(16,122,408)

 

Change in net unrealized appreciation (depreciation)

 

14,388,419

 

54,601,517

 

Distributions paid to auction rate preferred stockholders from net investment income

 

(219,880)

 

(266,195

)

Increase in Net Assets From Operations

 

35,106,554

 

57,155,907

 

 

 

 

 

 

 

Distributions to Shareholders From (Note 1):

 

 

 

 

 

Net investment income

 

(16,932,624)

 

(14,754,747)

 

Decrease in Net Assets From Distributions to Shareholders

 

(16,932,624)

 

(14,754,747)

 

 

 

 

 

 

 

Fund Share Transactions:

 

 

 

 

 

Reinvestment of distributions (131,781 and 132,221 shares issued, respectively)

 

1,780,994

 

1,355,495

 

Increase in Net Assets From Fund Share Transactions

 

1,780,994

 

1,355,495

 

Increase in Net Assets

 

19,954,924

 

43,756,655

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of year

 

143,858,719

 

100,102,064

 

End of year*

 

$163,813,643

 

$143,858,719

 

* Includes undistributed net investment income of:

 

$9,663,047

 

$9,235,872

 

 

See Notes to Financial Statements.

 


 

 

28

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Financial highlights

 

For a share of capital stock outstanding throughout each year ended December 31:

 

 

 

2010

 

2009

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$12.39

 

$8.72

 

$14.26

 

$15.15

 

$14.93

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income1

 

1.47

 

1.64

 

1.46

 

1.27

 

1.37

 

Net realized and unrealized gain (loss)

 

1.57

 

3.33

 

(5.64)

 

(0.60)

 

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions paid to auction rate preferred stockholders from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.02)

 

(0.02)

 

(0.19)

 

(0.25)

 

(0.30)

 

Net realized gains

 

 

 

(0.02)

 

(0.09)

 

(0.01)

 

Total income (loss) from operations

 

3.02

 

4.95

 

(4.39)

 

0.33

 

1.51

 

 

 

 

 

 

 

 

 

 

 

 

 

Less distributions from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(1.45)

 

(1.28)

 

(1.05)

 

(0.97)

 

(1.10)

 

Net realized gains

 

 

 

(0.10)

 

(0.25)

 

(0.19)

 

Total distributions

 

(1.45)

 

(1.28)

 

(1.15)

 

(1.22)

 

(1.29)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$13.96

 

$12.39

 

$8.72

 

$14.26

 

$15.15

 

 

 

 

 

 

 

 

 

 

 

 

 

Market price, end of year

 

$14.13

 

$13.36

 

$8.90

 

$13.13

 

$15.15

 

Total return, based on NAV2

 

25.50

%

60.98

%

(32.45

)%

2.17

%

10.67

%

Total return, based on Market Price2,3

 

17.56

%

68.84

%

(24.60

)%

(5.79

)%

20.43

%

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000s)

 

$163,814

 

$143,859

 

$100,102

 

$163,544

 

$173,707

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to average net assets:4,5

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

1.38

%

1.95

%

2.06

%

1.72

%

1.86

%

Net expenses

 

1.38

6

1.95

6

2.06

6

1.71

 

1.86

6

Net expenses, excluding interest expense6

 

1.38

 

1.95

 

1.83

 

1.15

 

1.15

 

Net investment income

 

11.12

 

15.94

 

10.68

 

6.76

 

7.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover rate

 

33

%

29

%

45

%

90

%

65

%

 

 

 

 

 

 

 

 

 

 

 

 

Auction Rate Preferred Stock:

 

 

 

 

 

 

 

 

 

 

 

Total Amount Outstanding (000s)

 

$72,000

 

$72,000

 

$72,000

 

$72,000

 

$72,000

 

Asset Coverage7

 

327

%

300

%

239

%

327

%

341

%

Involuntary Liquidating Preference Per Share (000s)

 

25

 

25

 

25

 

25

 

25

 

 

1

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

2

Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

3

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.

4

Calculated on the basis of average net assets of common stock shareholders. Ratios do not reflect the effect of dividend payments to preferred stockholders.

5

Gross expenses reflects operating expenses prior to any voluntary expense waivers and/or compensating balance arrangements. Net expenses reflects expenses less any compensating balance credits and/or voluntary expense waivers.

6

The impact of compensating balance arrangements, if any, was less than 0.01%.

7

Asset coverage on preferred shares equals net assets of common shares plus the redemption value of the preferred shares divided by the value of outstanding preferred stock.

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

29

 

 

Notes to financial statements

 

1. Organization and significant accounting policies

 

Western Asset Premier Bond Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, closed-end management investment company. The Fund commenced investment operations on March 28, 2002.

 

The Fund’s investment objective is to provide current income and capital appreciation by investing primarily in a diversified portfolio of investment grade bonds. The Fund currently seeks to achieve its investment objective by investing substantially all of its assets in bonds, including corporate bonds, U.S. government and agency securities and mortgage-related securities. The ability of the issuers of the securities held by the Fund to meet their obligations might be affected by, among other things, economic developments in a specific state, industry or region.

 

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.

 

(a) Investment valuation. Debt securities are valued at the last quoted bid price 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. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the bid price as of the close of business of that market. Equity securities for which market quotations are readily available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Trustees. Short-term obligations with maturities of 60 days or less are valued at the amortized cost, which approximates fair value.

 

The Fund has adopted Financial Accounting Standards Board Codification Topic 820 (“ASC Topic 820”). ASC Topic 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value

 


 

 

30

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below.

 

·        Level 1 — quoted prices in active markets for identical investments

 

·        Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

·        Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 

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

 

ASSETS

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

Corporate bonds & notes

 

 

$  88,457,833

 

$   852,866

 

$  89,310,699

 

Asset-backed securities

 

 

44,359,890

 

5,590,638

 

49,950,528

 

Collateralized mortgage obligations

 

 

63,243,726

 

19,644

 

63,263,370

 

Collateralized senior loans

 

 

12,059,351

 

 

12,059,351

 

Mortgage-backed securities

 

 

568,069

 

 

568,069

 

Municipal bonds

 

 

 

4,784,100

 

 

4,784,100

 

Non-U.S. treasury inflation protected securities

 

 

9,375,284

 

 

9,375,284

 

Sovereign bonds

 

 

1,701,505

 

 

1,701,505

 

Common stocks

 

$472,403

 

 

9,001

 

481,404

 

Convertible preferred stocks

 

225,812

 

1,871,250

 

 

2,097,062

 

Preferred stocks

 

250,402

 

 

0

*

250,402

 

Warrants

 

1,126

 

3,739

 

4,034

 

8,899

 

Total long-term investments

 

$949,743

 

$226,424,747

 

$6,476,183

 

$233,850,673

 

Short-term investments†

 

 

1,002,559

 

 

1,002,559

 

Total investments

 

$949,743

 

$227,427,306

 

$6,476,183

 

$234,853,232

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Credit default swaps on corporate issues — buy protection‡

 

 

$         28,428

 

 

$         28,428

 

Credit default swaps on credit indices — sell protection‡

 

 

270,927

 

 

270,927

 

Total other financial instruments

 

 

$       299,355

 

 

$       299,355

 

Total

 

$949,743

 

$227,726,661

 

$6,476,183

 

$235,152,587

 

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

31

 

 

LIABILITIES

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Credit default swaps on corporate issues — buy protection‡

 

 

$219,017

 

 

$219,017

 

†     See Schedule of Investments for additional detailed categorizations.

‡     Values include any premiums paid or received with respect to swap contracts.

*       Value is less than $1.

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Investments In Securities

 

Corporate
Bonds &
Notes

 

Asset-
Backed
Securities

 

Collateralized
Mortgage
Obligations

 

Common
Stocks

 

Preferred
Stocks

 

Warrants

 

Total

 

Balance as of December 31, 2009

 

 

$3,926,578

 

 

$18,940

 

$ 3

 

$ 7,348

 

$3,952,869

 

Accrued premiums/ discounts

 

$   (1,521

)

98,450

 

 

 

 

 

96,929

 

Realized gain(loss)1

 

 

(100,237

)

 

 

 

 

(100,237

)

Change in unrealized appreciation (depreciation)2

 

24,741

 

214,605

 

 

11,503

 

(3

)

424

 

251,270

 

Net purchases (sales)

 

819,846

 

1,216,665

 

 

 

 

 

2,036,511

 

Transfers into Level 3

 

9,800

 

298,937

 

$19,644

 

 

 

 

328,381

 

Transfers out of Level 3

 

 

(64,360

)

 

(21,442

)

 

(3,738

)

(89,540

)

Balance as of December 31, 2010

 

$852,866

 

$5,590,638

 

$19,644

 

$  9,001

 

$ 0

*

$ 4,034

 

$6,476,183

 

Net change in unrealized appreciation (depreciation) for investments in securities still held at December 31, 20102

 

$  24,741

 

$   175,842

 

 

$  9,001

 

$(3

)

$(3,314

)

$   206,267

 

*       Value is less than $1.

1         This amount is included in net realized gain (loss) from investment transactions in the accompanying Statement of Operations.

2         This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

 

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of

 


 

 

32

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

(c) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with ordinary portfolio transactions.

 

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

 

Payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund as well as liquidation payment received or made at the termination of the swap are recognized as realized gains or losses in the Statement of Operations.

 

As disclosed in the Fair Values of Derivatives — Statement of Assets and Liabilities table that follows each Fund’s summary of open swap contracts, the aggregate fair value of credit default swaps in a net liability position as of December 31, 2010 was $219,017. The aggregate fair value of assets posted as collateral, net of assets received as collateral, for all swaps was $97,000. If a defined credit event had occurred as of December 31, 2010, the swaps’ credit-risk-related contingent features would have been triggered and the Fund would have been required to pay up to $21,666,202 less the value of the contracts’ related reference obligations.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

33

 

 

Credit default swaps

 

The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

 

Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Notes to Financial Statements and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.

 


 

 

34

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.

 

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

 

(d) Foreign currency translation. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.

 

The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

 

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

 

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

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

35

 

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

 

(f) 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. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

 

(g) 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.

 

(h) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank. The amount is shown as a reduction of expenses in the Statement of Operations.

 

(i) Single sourced securities. Certain securities held by the Fund at December 31, 2010 are valued based on a price provided by a single source or dealer. The prices provided may differ from the value that would be realized if the securities were sold. As of December 31, 2010, 12.84% of the securities held by the Fund were either fair valued securities or were valued based on a price provided by a single independent pricing service or dealer (“single source securities”).

 

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

 

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of

 


 

 

36

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

the Fund’s annual taxable income and net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $395,647 of Federal excise taxes attributable to calendar year 2009 and estimates it will pay approximately $422,000 of Federal excise taxes attributable to calendar year 2010. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the minimum distribution requirement for capital gains that must be met in order to avoid the imposition of excise tax has been raised from 98% to 98.2% for calendar years beginning after December 22, 2010.

 

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

 

 

 

Undistributed Net
Investment Income

 

Accumulated Net
Realized Loss

 

Paid-in Capital

 

(a)

 

$410,356

 

 

 

 

$(410,356

)

 

(b)

 

33,352

 

 

$(33,352

)

 

 

 

(a)  Reclassifications are primarily due to a non-deductible excise tax accrued by the Fund

(b)  Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, losses from mortgage backed securities treated as capital losses for tax purposes and book/tax differences in the treatment of swaps and other investments.

 

2. Investment management agreement and other transactions with affiliates

 

The Fund has a management agreement with Western Asset Management Company (“Western Asset”). Pursuant to the terms of the management agreement, the Fund pays Western Asset an annual fee, payable monthly, in an amount equal to 0.55% of the average weekly value of the Fund’s total managed assets. “Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities. The liquidation preference of any Preferred Shares outstanding is not considered a liability. Pursuant to a Portfolio Management Agreement between Western Asset and Western Asset Management Company Limited (“WAML”), Western Asset pays a portion of the fees it receives from the Fund to WAML at an annual rate of 0.425% of the average weekly value of the Fund’s total managed assets that WAML manages. Western Asset Management Company Pte. Ltd. (“Western Singapore”) and Western Asset Management Company Ltd (“Western Japan”) are additional subadvisers to the Fund under portfolio management agreements between Western Asset and Western Singapore, and Western Asset and Western Japan.

 

Western Singapore and Western Japan provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar-denominated securities and related foreign currency instruments in Asia (excluding Japan) and Japan, respectively. The Fund’s current management

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

37

 

fee remains unchanged. WAML will continue to provide subadvisory services with respect to other aspects of the non-U.S. dollar-denominated portions of the Fund’s investment portfolio.

 

Under the terms of the administration services agreement among the Fund, Western Asset and Legg Mason Fund Adviser, Inc. (“LMFA”), Western Asset pays (not the Fund) Legg Mason Partners Funds Advisor, LLC (“LMPFA”), a monthly fee at an annual rate of 0.125% of the Fund’s average weekly total managed assets, subject to a monthly minimum fee of $12,500.

 

LMPFA, Western Asset, WAML, Western Singapore and Western Japan are wholly-owned subsidiaries of Legg Mason, Inc.

 

3. Investments

 

During the year ended December 31, 2010, 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

 

$73,547,014

 

 

$2,997,533

 

 

 

Sales

 

66,311,985

 

 

3,151,412

 

 

 

 

At December 31, 2010, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

 

 

20,903,123

 

 

 

Gross unrealized depreciation

 

 

 

(15,510,419

)

 

 

Net unrealized appreciation

 

 

 

$  5,392,704

 

 

 

 


 

 

38

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

At December 31, 2010, the Fund had the following open swap contracts:

 

CREDIT DEFAULT SWAPS ON CORPORATE ISSUES — BUY PROTECTION1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swap Counterparty
(Reference Entity)

 

Notional
Amount
2

 

Termination
Date

 

Periodic
Payments
Made
by the
Fund‡

 

Market
Value

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation
(Depreciation)

 

Goldman Sachs Group Inc.
(Citigroup Inc., 6.500%,
due 1/18/11)

 

$1,700,000

 

3/20/14

 

4.700%
Quarterly

 

$(195,656

)

 

 

$(195,656

)

 

Goldman Sachs Group Inc.
(CVS Corporation, 4.875%,
due 9/15/14)

 

2,000,000

 

12/20/14

 

0.680% Quarterly

 

(21,335

)

$(20,032

)

 

(1,303

)

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

100,000

 

3/20/11

 

5.000% Quarterly

 

(276

)

(225

)

 

(51

)

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480% due 11/15/13)

 

100,000

 

3/20/15

 

5.000% Quarterly

 

4,006

 

824

 

 

3,182

 

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480% due 11/15/13)

 

130,000

 

3/20/20

 

5.000% Quarterly

 

14,168

 

3,157

 

 

11,011

 

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

70,000

 

3/20/13

 

5.000% Quarterly

 

(662

)

(343

)

 

(319

)

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

120,000

 

3/20/11

 

5.000% Quarterly

 

(331

)

(243

)

 

(88

)

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

80,000

 

3/20/13

 

5.000% Quarterly

 

(757

)

(235

)

 

(522

)

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

120,000

 

3/20/15

 

5.000% Quarterly

 

4,807

 

1,379

 

 

3,428

 

 

Goldman Sachs Group Inc.
(Assured Guaranty Municipal
Corp., 0.480%, due 11/15/13)

 

50,000

 

3/20/20

 

5.000% Quarterly

 

5,447

 

1,474

 

 

3,973

 

 

Total

 

$4,470,000

 

 

 

 

 

$(190,589

)

$(14,244

)

 

$(176,345

)

 

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

39

 

CREDIT DEFAULT SWAPS ON CREDIT INDICES — SELL PROTECTION3

 

Swap Counterparty
(Reference Entity)

 

Notional
Amount
2

 

Termination
Date

 

Periodic
Payments
Received
by the
Fund‡

 

Market
Value
4

 

Upfront
Premiums
Paid
(Received)

 

Unrealized
Appreciation
(Depreciation)

 

Merrill Lynch & Co., Inc.
(CDX HY 8)

 

$21,666,202

 

6/20/12

 

0.860%
Quarterly

 

$270,927

 

—    

 

 

$270,927

 

 

1         If the Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the underlying securities comprising the referenced index.

2         The maximum potential amount the Fund could be required to make as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

3         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 either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

4         The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Decreasing market values when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

        Percentage shown is an annual percentage rate.

 

4. Derivative instruments and hedging activities

 

Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.

 

Below is a table, grouped by derivative type that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at December 31, 2010.

 

ASSET DERIVATIVES1

 

 

Credit
Contracts Risk

 

Swap contracts2

 

$299,355

 

 

LIABILITY DERIVATIVES1

 

 

Credit
Contracts Risk

 

Swap contracts2

 

$219,017

 

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

2         Values include premiums paid (received) on swap contracts which are shown separately in the Statement of Assets and Liabilities.

 


 

 

40

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended December 31, 2010. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

 

Credit
Contracts Risk

 

Swap contracts

 

$833,542

 

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

 

Credit
Contracts Risk

 

Swap contracts

 

$(333,470)

 

 

During the year ended December 31, 2010, the volume of derivative activity for the Fund was as follows:

 

 

 

Average
Notional Balance

 

Credit default swap contracts (to buy protection)

 

$ 4,472,646

 

 

Credit default swap contracts (to sell protection)

 

21,666,202

 

 

 

The Fund’s contracts with derivative counterparties contain several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and/or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s International Swap and Derivatives Association, Inc. master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

 

As of December 31, 2010, the total value of swap positions with credit related contingent features in a net liability position was $219,017. If a contingent feature would have been triggered as of December 31, 2010, the Fund would have been required to pay this amount in cash to its counterparties. The Fund posted collateral for its swap transactions in the amount of $300,000.

 

5. Common shares

 

Of the 11,738,542 shares of common stock outstanding at December 31, 2010, the Investment Adviser owned 15,929 shares.

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

41

 

6. Preferred shares

 

There are 2,880 shares of Auction Market Preferred Shares (“Preferred Shares”) authorized. The Preferred Shares have rights as set forth in the Fund’s Agreement and Declaration of Trust, as amended to date, and its Bylaws, as amended to date (the “Bylaws”), or as otherwise determined by the Trustees. The 2,880 Preferred Shares outstanding consist of two series, 1,440 shares of Series M and 1,440 shares of Series W. The Preferred Shares have a liquidation value of $25,000 per share, plus any accumulated but unpaid dividends whether or not earned or declared.

 

Dividends on the Series M and Series W Preferred Shares are cumulative and are paid at a rate typically reset every seven and twenty-eight days, respectively, based on the results of an auction. The weekly auctions for Series M and W have all failed during the fiscal year 2010; consequently, the dividend rate paid on the preferred shares has moved to the maximum rate as defined in the prospectus. Since mid-February 2008, holders of auction-rate preferred shares (“ARPS”) issued by the Fund have been impacted by the lack of liquidity, which has similarly affected ARPS holders in many of the nation’s closed-end funds. Since then, regularly scheduled auctions for ARPS issued by the Fund have consistently “failed” because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction. While repeated auction failures have affected the liquidity for ARPS, they do not constitute a default or automatically alter the credit quality of the ARPS, and ARPS holders have continued to receive dividends at the defined “maximum rate”. The maximum rate is calculated at 200% of the reference rates, which is the 7-day “AA” Financial Composite Commercial Paper rate for Series M and the 30-day “AA” Commercial Paper rate for Series W. Dividend rates ranged from 0.105% to 0.542% between January 1, 2010 to December 31, 2010.

 

The Preferred Shares are redeemable at the option of the Fund, in whole or in part, on the second business day preceding any dividend payment date at $25,000 per share plus any accumulated but unpaid dividends.

 

The Fund is subject to certain restrictions relating to the Preferred Stock. The Fund may not declare dividends or make other distributions on shares of common stock or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Stock would be less than 200%. The Preferred Stock is also subject to mandatory redemption at $25,000 per share plus any accumulated or unpaid dividends, whether or not declared, if certain requirements relating to the composition of the assets and liabilities of the Fund as set forth in Bylaws are not satisfied.

 

The Preferred Stock Shareholders are entitled to one vote per share and generally vote with the common shareholders but vote separately as a class to elect two trustees and on certain matters affecting the rights of the Preferred Stock. The issuance of Preferred Stock poses certain risks to holders of

 


 

 

42

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

common stock, including, among others, the possibility of greater market price volatility, and in certain market conditions, the yield to holders of common stock may be adversely affected. The Fund is required to maintain certain asset coverages with respect to the Preferred Stock. If the Fund fails to maintain these coverages and does not cure any such failure within the required time period, the Fund is required to redeem a requisite number of shares of the Preferred Stock in order to meet the applicable requirement. The Preferred Stock is otherwise not redeemable by holders of the shares. Additionally, failure to meet the foregoing asset coverage requirements would restrict the Fund’s ability to pay dividends to common shareholders.

 

After each auction, the auction agent will pay to each broker/dealer, from monies the Fund provides, a participation fee. For the previous periods since the ARPS have been outstanding, the participation fee has been paid at the annual rate of 0.25% of the purchase price of the ARPS that the broker/dealer places at the auction. Since January 1, 2010, the participation fee has been reduced to an annual rate of 0.05% of the purchase price of the ARPS, in the case of failed auctions.

 

7. Trustee compensation

 

Effective January 2011, each Independent Trustee receives an aggregate fee of $75,000 annually for serving on the combined Board of Trustees/Directors of the Fund, Western Asset Income Fund and Western Asset Funds, Inc. Each Trustee also receives a fee of $7,500 and related expenses for each meeting of the Board attended in-person and a fee of $2,500 for participating in each telephonic meeting. The Chairman of the Board receives an additional $30,000 per year for serving such capacity. The Chairman of the Audit Committee receives an additional $25,000 per year for serving in such capacity. Each member of the Audit Committee receives a fee of $6,000 for serving as a member of the Audit Committee. Other committee members receive $3,000 for serving as a member of each committee upon which they serve. Committee members also receive a fee of $2,500 for participating in each telephonic committee meeting. All such fees are allocated among the Fund, Western Asset Income Fund and Western Asset Funds, Inc. according to each such investment company’s average annual net assets. Trustee Ronald Olson receives from Western Asset an aggregate fee of $75,000 annually for serving on the combined Board of Trustees/Directors of the Fund, Western Asset Income Fund and Western Asset Funds, Inc., as well as a fee of $7,500 and related expenses for each meeting of the Board attended in person and a fee of $2,500 for participating in each telephonic meeting.

 

8. Income tax information and distributions to shareholders

 

Subsequent to the fiscal year end, the Fund has made the following distributions:

 

Record Date

 

Payable Date

 

Rate

 

1/14/11

 

1/31/11

 

$0.11

 

2/14/11

 

2/28/11

 

$0.11

 

 

 


 

 

 

Western Asset Premier Bond Fund 2010 Annual Report

 

43

 

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

 

 

 

   2010

 

   2009

 

Distributions Paid to Common Shareholders From:

 

 

 

 

 

Ordinary Income

 

$16,932,624

 

$14,754,747

 

Distributions Paid to Preferred Shareholders From:

 

 

 

 

 

Ordinary Income

 

$     219,880

 

$     266,195

 

Total distributions paid

 

$17,152,504

 

$15,020,942

 

 

As of December 31, 2010, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net

 

$11,530,657

 

Capital loss carryforward*

 

(17,762,367

)

Other book/tax temporary differences(a)

 

(151,632

)

Unrealized appreciation (depreciation)(b)

 

5,494,554

 

Total accumulated earnings (losses) — net

 

$    (888,788

)

*       During the taxable year ended December 31, 2010, the Fund utilized $2,172,166 of its capital loss carryforward available from prior years. As of December 31, 2010, the Fund had the following net capital loss carryforwards remaining:

 

Year of Expiration

 

   Amount

12/31/2016

 

$     (827,946)

12/31/2017

 

(16,934,421)

 

 

$(17,762,367)

 

These amounts will be available to offset future taxable capital gains. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

(a)    Other book/tax temporary differences are attributable primarily to differences between book/tax accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses.

(b)   The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and book/tax differences in the accrual of income on certain securities.

 

9. Other tax information

 

On December 22, 2010, President Obama signed into law the Regulated Investment Company Modernization Act of 2010 (the “Act”). The Act updates certain tax rules applicable to regulated investment companies (“RICs”). The various provisions of the Act will generally be effective for RICs with taxable years beginning after December 22, 2010. Additional information regarding the impact of the Act on the Fund, if any, will be contained within the relevant sections of the notes to the financial statements for the fiscal year ending December 31, 2011.

 


 

 

44

 

Western Asset Premier Bond Fund 2010 Annual Report

 

 

 

Report of independent registered public accounting firm

 

The Board of Trustees and Shareholders
Western Asset Premier Bond Fund:

 

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Western Asset Premier Bond Fund (the “Fund”) at December 31, 2010, the results of its operations, the changes in its net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

 

PricewaterhouseCoopers LLP

 

Baltimore, Maryland
February 21, 2011

 


 

 

 

Western Asset Premier Bond Fund

 

45

 

Board approval of management and subadvisory agreements (unaudited)

 

The Executive and Contracts Committee of the Board of Trustees considered the Investment Management Agreement (the “Management Agreement”) between the Fund and Western Asset Management Company (“Western Asset”) and the Portfolio Management Agreements (together with the Management Agreement, the “Agreements”) between Western Asset and each of Western Asset Management Company Limited in London (“WAML”), Western Asset Management Company Pte. Ltd. in Singapore (“Western Singapore”) and Western Asset Management Company Ltd in Japan (“Western Japan,” and together with Western Singapore and WAML the “Non-U.S. Advisers” and together with Western Asset, the “Advisers”) with respect to the Fund at meetings held on September 8, October 21 and October 28, 2010. At a meeting held on November 17, 2010, the Executive and Contracts Committee reported to the full Board of Trustees its considerations and recommendation with respect to the Agreements, and the Board of Trustees, including a majority of the Independent Trustees, considered and approved renewal of the Agreements.

 

The Trustees noted that although Western Asset’s business is operated through separate legal entities, such as the Non-U.S. Advisers, its business is highly integrated and senior investment personnel at Western Asset have supervisory oversight responsibility over the investment decisions made by the Non-U.S. Advisers. Therefore, in connection with their deliberations noted below, the Trustees primarily focused on the information provided by Western Asset when considering the approval of the Portfolio Management Agreements. The Trustees also noted that the Fund does not pay any management fees directly to any of the Non-U.S. Advisers because Western Asset pays the Non-U.S. Advisers for services provided to the Fund out of the management fee Western Asset receives from the Fund.

 

In arriving at their decision to renew the Agreements, the Trustees met with representatives of Western Asset, including relevant investment advisory personnel; reviewed a variety of information prepared by Western Asset and materials provided by Lipper Inc. (“Lipper”) and counsel to the Independent Trustees; and reviewed performance and expense information for a peer group of comparable funds selected and prepared by Lipper and for certain other comparable products available from Western Asset, including separate accounts managed by Western Asset. These reviews were in addition to information obtained by the Trustees at their regular quarterly meetings with respect to the Fund’s performance and other relevant matters, such as information on differences between the Fund’s share price and net asset value per share, and related discussions with the Advisers’ personnel.

 

As part of their review, the Trustees examined the Advisers’ ability to provide high quality investment management services to the Fund. The Trustees considered the investment philosophy and research and decision-making processes of the Advisers; the experience of their key advisory personnel

 


 

 

46

 

Western Asset Premier Bond Fund

 

 

 

Board approval of management and subadvisory agreements (unaudited) (cont’d)

 

responsible for management of the Fund; the ability of the Advisers to attract and retain capable research and advisory personnel; the capability and integrity of the Advisers’ senior management and staff; and the level of skill required to manage the Fund. In addition, the Trustees reviewed the quality of the Advisers’ services with respect to regulatory compliance and compliance with the investment policies of the Fund and conditions that might affect the Advisers’ ability to provide high quality services to the Fund in the future under the Agreements, including their business reputation, financial condition and operational stability. Based on the foregoing, the Trustees concluded that the Advisers’ investment process, research capabilities and philosophy were well suited to the Fund given its investment objectives and policies, and that the Advisers would be able to meet any reasonably foreseeable obligations under the Agreements.

 

In reviewing the quality of the services provided to the Fund, the Trustees also reviewed comparisons of the performance of the Fund to the performance of certain comparable leveraged funds in a peer group consisting of funds that invest at least 65% of their assets in corporate and government debt issues rated in the top four grades. The Trustees noted that the performance of the Fund was above average for each of the one-, three- and five-year periods ended August 31, 2010 as compared to its peer group.

 

The Trustees also considered the management fee and total expenses payable by the Fund. They reviewed information concerning management fees paid to investment advisers of similarly-managed funds, as well as fees paid by the Advisers’ other clients, including separate accounts managed by the Advisers. The Trustees observed that although the Fund’s total expenses were above the median of the fees paid by funds in its Lipper peer group, the management fee paid by the Fund to Western Asset, whether measured as a percentage of net assets attributable to common shares or total assets, was below the median of the funds in its Lipper peer group. They noted that the management fee paid by the Fund was generally higher than the fees paid by other clients of the Advisers with similar investment strategies, but that Western Asset was responsible for payment of the management fee to the Non-U.S. Advisers and that the administrative and operational responsibilities for the Advisers with respect to the Fund were also relatively higher. In light of these differences, the Trustees concluded that the management fee paid by the Fund relative to the fees paid by the Advisers’ other clients was reasonable.

 

The Trustees further evaluated the benefits of the advisory relationship to the Advisers, including, among others, the profitability of the relationship to the Advisers and the direct and indirect benefits that the Advisers may receive from their relationship with the Fund, including any “fallout benefits”, such as reputational value derived from serving as investment adviser to the Fund; and the affiliation between the Advisers and Legg Mason Partners

 


 

 

 

Western Asset Premier Bond Fund

 

47

 

Funds Advisor, LLC, the Fund’s administrator. In that connection, the Trustees concluded that the Advisers’ profitability was consistent with levels of profitability that had been determined by courts not to be excessive. The Trustees noted that Western Asset does not have soft dollar arrangements.

 

Finally, the Trustees considered, in light of the profitability information provided by Western Asset, the extent to which economies of scale would be realized by the Advisers as the assets of the Fund grow. The Trustees concluded that because the Fund is a closed-end fund and does not make a continuous offer of its securities, the Fund’s size was relatively fixed and it would be unlikely that the Advisers would realize economies of scale from the Fund’s growth.

 

In their deliberations with respect to these matters, the Independent Trustees were advised by their independent counsel, who are independent of the Advisers within the meaning of the Securities and Exchange Commission rules regarding the independence of counsel. The Independent Trustees weighed each of the foregoing matters in light of the advice given to them by their independent counsel as to the law applicable to the review of investment advisory contracts. In arriving at a decision, the Trustees, including the Independent Trustees, did not identify any single matter as all-important or controlling, and the foregoing summary does not detail all the matters considered. The Trustees judged the terms and conditions of the Agreements, including the investment advisory fees, in light of all of the surrounding circumstances.

 

Based upon their review, the Trustees, including all of the Independent Trustees, determined, in the exercise of their business judgment, that they were generally satisfied with the quality of investment advisory services being provided by the Advisers, but would continue to closely monitor the Advisers’ performance; that the fees to be paid to the Advisers under the Agreements were fair and reasonable given the scope and quality of the services rendered by the Advisers; and that approval of the Agreements was in the best interest of the Fund and its shareholders.

 

 


 

 

48

 

 

Western Asset Premier Bond Fund

 

 

 

Additional information (unaudited)

Information about Trustees and Officers

 

The business and affairs of Western Asset Premier Bond Fund (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Trustees. The business address of each Trustee is c/o Western Asset Management Company, 385 East Colorado Blvd., Pasadena, California 91101. Information pertaining to the Trustees and officers of the Fund is set forth below.

 

Independent Trustees

 

Ronald J. Arnault

Year of birth

 

1943

Position(s) held with Fund

 

Trustee

Term of office and length of time served1

 

Served since 1997

Principal occupation(s) during past five years

 

Retired.

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

None

 

 

 

Anita L. DeFrantz

 

 

Year of birth

 

1952

Position(s) held with Fund

 

Trustee

Term of office and length of time served1

 

Served since 1998

Principal occupation(s) during past five years

 

President (1987-present) and Director (1990-present) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); President and Director of Kids in Sports (1994-present); Vice President, International Rowing Federation (1986-present); Member of the International Olympic Committee (1986-present).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

OBN Holdings, Inc. (film, television and media company)

 

 

 

Avedick B. Poladian

 

 

Year of birth

 

1951

Position(s) held with Fund

 

Trustee

Term of office and length of time served2

 

Served since 2007

Principal occupation(s) during past five years

 

Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc. (real estate and hospitality firm) (2002-present); Partner, Arthur Andersen, LLP (1974-2002).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

Occidental Petroleum Corporation and Public Storage

 


 

 

 

Western Asset Premier Bond Fund

 

49

 

 

Independent Trustees cont’d

 

William E. B. Siart

Year of birth

 

1946

Position(s) held with Fund

 

Trustee and Chairman

Term of office and length of time served1

 

Served since 1997

Principal occupation(s) during past five years

 

Trustee of The Getty Trust (2005-present); Chairman of Walt Disney Concert Hall, Inc. (1998-2006); Chairman of Excellent Education Development (2000-present).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

None

 

 

 

Jaynie Miller Studenmund

 

 

Year of birth

 

1954

Position(s) held with Fund

 

Trustee

Term of office and length of time served1

 

Served since 2004

Principal occupation(s) during past five years

 

Director of Orbitz Worldwide, Inc. (2007-present) (online travel company); Director of MarketTools, Inc. (2010-present) (market research software provider); Director of Forest Lawn (2002-present) (memorial parks); Director of eHarmony, Inc. (2005-2011) (online dating company); Director of aQuantive Inc. (2004-2007) (digital marketing services company); Chief Operating Officer of Overture Services, Inc. (2001-2004) (commercial online search); and President and Chief Operating Officer of Paymybills.com (2000-2001) (online personal bill management service)

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

Orbitz Worldwide (global on-line travel company)

 


 

50

 

 

Western Asset Premier Bond Fund

 

 

 

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Interested Trustees

 

R. Jay Gerken3

Year of birth

 

1951

Position(s) held with Fund

 

Trustee and President

Term of office and length of time served1

 

Served as a Trustee since 2006 and as President since 2007

Principal occupation(s) during past five years

 

Managing Director of Legg Mason & Co. (since 2005); Officer and Trustee/Director of 148 funds associated with LMPFA or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); President and Chief Executive Officer of LMPFA (since 2006); President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management Inc. (“CFM”) (formerly registered investment advisers) (since 2002); formerly: Chairman, President and Chief Executive Officer of Travelers Investment Adviser, Inc. (prior to 2005).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

148

Other board memberships held by Trustee

 

N/A

 

 

 

Ronald L. Olson4

 

 

Year of birth

 

1941

Position(s) held with Fund

 

Trustee

Term of office and length of time served1

 

Served since 2005

Principal occupation(s) during past five years

 

Senior Partner of Munger, Tolles & Olson LLP (a law partnership) (1968-present).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

12

Other board memberships held by Trustee

 

Edison International, City National Corporation (financial services company), The Washington Post Company, and Berkshire Hathaway, Inc.

 


 

 

 

Western Asset Premier Bond Fund

 

51

 

 

Officers5

 

Kaprel Ozsolak

55 Water Street, New York, NY 10041

Year of birth

 

1965

Position(s) held with Fund

 

Principal Financial and Accounting Officer

Term of office and length of time served1

 

Served since 2010

Principal occupation(s) during past five years

 

Director of Legg Mason & Co. (since 2005); Chief Financial Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007) and Legg Mason & Co. predecessors (prior to 2007); formerly, Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010) and Legg Mason & Co. predecessors (prior to 2005); formerly, Controller of certain mutual funds associated with Legg Mason & Co. predecessors (prior to 2004).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

N/A

Other board memberships held by Trustee

 

N/A

 

 

 

Erin K. Morris

 

 

100 International Drive, Baltimore, MD 21202

 

 

Year of birth

 

1966

Position(s) held with Fund

 

Treasurer

Term of office and length of time served1

 

Served since 2006

Principal occupation(s) during past five years

 

Vice President and Manager Global Funds Administration, Legg Mason & Co., LLC (2005-present); Assistant Vice President and Manager, Fund Accounting Legg Mason Wood Walker, Incorporated (2002-2005); Treasurer, Western Asset Funds, Inc., Western Asset Income Fund and Western Asset Premier Bond Fund (2006-present); Western Asset/Claymore Inflation-Linked Securities & Income Fund and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund (2010-present); Assistant Treasurer Legg Mason Partners Fund Complex (2007-present); Formerly Assistant Treasurer, Western Asset Funds, Inc., Western Asset Income Fund and Western Asset Premier Bond Fund (2001-2006); Western Asset/Claymore Inflation-Linked Securities & Income Fund (2003-2009) and Western Asset/Claymore Inflation-Linked Opportunities & Income Fund (2004-2009).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

N/A

Other board memberships held by Trustee

 

N/A

 


 

52

 

 

Western Asset Premier Bond Fund

 

 

 

Additional information (unaudited) (cont’d)

Information about Trustees and Officers

 

Officers cont’d

 

Todd F. Kuehl

100 International Drive, Baltimore, MD 21202

Year of birth

 

1968

Position(s) held with Fund

 

Chief Compliance Officer

Term of office and length of time served1

 

Served since 2007

Principal occupation(s) during past five years

 

Director, Legg Mason & Co., LLC (2006-present); Chief Compliance Officer of Legg Mason Private Portfolio Group (2009-present); Chief Compliance Officer of Western Asset/Claymore Inflation-Linked Securities & Income Fund, Western Asset/Claymore Inflation-Linked Opportunities & Income Fund, Western Asset Income Fund, Western Asset Premier Bond Fund and Western Asset Funds, Inc. (2007-present) and Barrett Growth Fund and Barrett Opportunity Fund (2006-2008); Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002-2006).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

N/A

Other board memberships held by Trustee

 

N/A

Robert I. Frenkel

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

Year of birth

 

1954

Position(s) held with Fund

 

Secretary and Chief Legal Officer

Term of office and length of time served1

 

Served since 2009

Principal occupation(s) during past five years

 

Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006).

Number of portfolios in fund complex overseen by Trustee (including the Fund)2

 

N/A

Other board memberships held by Trustee

 

N/A

 

1   Each Officer holds office until his or her respective successor is chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Each of the Trustees of the Fund holds office until his or her successor shall have been duly elected and shall qualify, subject to prior death, resignation, retirement, disqualification or removed from office and applicable law and the rules of the New York Stock Exchange.

2   Each Trustee also serves as a Director of Western Asset Income Fund (closed-end investment company) and as a Director of Western Asset Funds, Inc. (open-end investment company), which are considered part of the same Fund Complex as the Fund. In addition, Mr. Gerken serves as Director/Trustee to 136 other portfolios associated with Legg Mason & Co., LLC or its affiliates. Legg Mason & Co., LLC is an affiliate of Western Asset Management Co. (“WAM”).

3   Mr. Gerken is an “Interested person” (as defined in section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Fund because of his positions with subsidiaries of, and ownership of shares of common stock of, Legg Mason, Inc., the parent company of WAM.

4   Mr. Olson is an “Interested person” (as defined above) of the Fund because his law firm has provided legal services to WAM.

5   Each Officer of the Fund is an “Interested person” (as defined above) of the Fund.

 


 

 

 

Western Asset Premier Bond Fund

 

53

 

 

Annual principal executive officer and principal financial and accounting officer certifications (unaudited)

 

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

 


 

54

 

 

Western Asset Premier Bond Fund

 

 

 

Dividend reinvestment plan

 

The Fund and American Stock Transfer & Trust Company LLC (“Agent”), as the Transfer Agent and Registrar of the Fund, offer a convenient way to add shares of the Fund to your account. The Fund offers to all common shareholders a Dividend Reinvestment Plan (“Plan”). Under the Plan, cash distributions (e.g., dividends and capital gains) of registered shareholders (those who own shares in their own name on the Fund’s records) on the common shares are automatically invested in shares of the Fund unless the shareholder elects otherwise by contacting the Agent at the address set forth below. Shareholders who own shares in a brokerage, bank or other financial institution account must contact the company where their account is held in order to participate in the Plan.

 

As a participant in the Dividend Reinvestment Plan you will automatically receive your dividend or net capital gains distribution in newly issued shares of the Fund if the market price of a share on the date of the distribution is at or above the NAV of a Fund share, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market. The number of shares to be issued to you will be determined by dividing the amount of the cash distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the NAV per share on such date or 95% of the market price of a share on such date. If the market price of a share on such distribution date is below the NAV, minus estimated brokerage commissions that would be incurred upon the purchase of common shares on the open market, the Agent will, as agent for the participants, buy shares of the Fund through a broker on the open market. The price per share of shares purchased for each participant’s account with respect to a particular dividend or other distribution will be the average price (including brokerage commissions, transfer taxes and any other costs of purchase) of all shares purchased with respect to that dividend or other distribution. All common shares acquired on your behalf through the Plan will be automatically credited to an account maintained on the books of the Agent. Full and fractional shares will be voted by the Agent in accordance with your instructions.

 

Additional information regarding the plan

 

The Fund will pay all costs applicable to the Plan, except for brokerage commissions for open market purchases by the Agent under the Plan, which will be charged to participants. All shares acquired through the Plan receive voting rights and are eligible for any stock split, stock dividend, or other rights accruing to shareholders that the Board of Trustees may declare. Registered shareholder may terminate participation in the Plan at any time by giving notice to the Agent. Such termination will be effective prior to the record date next succeeding the receipt of such instructions or by a later date of termination specified in such instructions. Upon termination, a participant will receive a certificate for the full shares credited to his or her account or may request the sale of all or part of such shares. Fractional shares credited to a

 


 

 

 

Western Asset Premier Bond Fund

 

55

 

 

terminating account will be paid for in cash at the current market price at the time of termination. Shareholders who own shares in a brokerage, bank or other financial institution account must contact the company where their account is held in order to terminate participation in the Plan.

 

Dividends and other distributions invested in additional shares under the Plan are subject to income tax just as if they had been received in cash. After year end, dividends paid on the accumulated shares will be included in the Form 1099-DIV information return to the Internal Revenue Service (IRS) and only one Form 1099-DIV will be sent to participants each year. Inquiries regarding the Plan, as well as notices of termination, should be directed to American Stock Transfer & Trust Company LLC, 59 Maiden Lane, New York, NY, 10038. Investor Relations Telephone number 1-888-888-0151.

 


 

Western Asset Premier Bond Fund

 

Trustees

Western Asset Premier

Legal counsel

William E. B. Siart

Bond Fund

Ropes & Gray LLP

Chairman

55 Water Street

1211 Avenue of the Americas

Ronald J. Arnault

New York, NY 10041

New York, NY 10036

Anita L. DeFrantz

 

 

R. Jay Gerken

Investment advisers

Transfer agent

Ronald L. Olson

Western Asset Management Company

American Stock Transfer & Trust Company

Avedick B. Poladian

Western Asset Management Company Limited

59 Maiden Lane

Jaynie Miller Studenmund

Western Asset Management Company Pte. Ltd.

New York, NY 10038

 

Western Asset Management Company Ltd

 

Officers

 

New York Stock Exchange Symbol

R. Jay Gerken, CFA

Custodian

WEA

President

State Street Bank and

 

Kaprel Ozsolak

Trust Company

 

Principal Financial and Accounting Officer

1 Lincoln Street

 

Todd F. Kuehl

Boston, MA 02111

 

Chief Compliance Officer

 

 

Robert I. Frenkel

Independent registered public accounting firm

 

Secretary and

PricewaterhouseCoopers LLP

 

Chief Legal Officer

100 East Pratt Street

 

Erin K. Morris

Baltimore, MD 21202

 

Treasurer

 

 

 


 

Privacy policy

 

We are committed to keeping nonpublic personal information about you secure and confidential. This notice is intended to help you understand how we fulfill this commitment. From time to time, we may collect a variety of personal information about you, including:

 

·  Information we receive from you on applications and forms, via the telephone, and through our websites;

 

·  Information about your transactions with us, our affiliates, or others (such as your purchases, sales, or account balances); and

 

·  Information we receive from consumer reporting agencies.

 

We do not disclose nonpublic personal information about our customers or former customers, except to our affiliates (such as broker-dealers or investment advisers with the Legg Mason family of companies) or as is otherwise permitted by applicable law or regulation. For example, we may share this information with others in order to process your transactions or service an account. We may also provide this information to companies that perform marketing services on our behalf, such as printing and mailing, or to other financial institutions with whom we have joint marketing agreements. When we enter into such agreements, we will require these companies to protect the confidentiality of this information and to use it only to perform the services for which we hired them.

 

With respect to our internal security procedures, we maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information, and we restrict access to this information.

 

If you decide at some point either to close your account(s) or become an inactive customer, we will continue to adhere to our privacy policies and practices with respect to your nonpublic personal information.

 

   NOT PART OF THE ANNUAL REPORT   

 


 

Western Asset Premier Bond Fund

 

Western Asset Premier Bond Fund

55 Water Street

New York, NY 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 1-888-777-0102.

 

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

 

This report is transmitted to the shareholders of Western Asset Premier Bond Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

 

American Stock

Transfer & Trust Company

59 Maiden Lane

New York, NY 10038

 

WASXO13147-(02-11) SR11-1310

 

 


 

ITEM 2.                  CODE OF ETHICS.

 

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

 

ITEM 3.                  AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Board of Directors of the registrant has determined that Mr. Ronald J. Arnault, the chairman of the Board’s Audit Committee, possesses the 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. Arnault as the audit committee financial expert.  Mr. Arnault 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 December 31, 2009 and December 31, 2010 (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 $45,500 in 2009 and $46,900 in 2010.

 

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in 2009 and $0 in 2010. These services consisted of procedures performed in connection with the audit performed relating to the Tender Options Bonds for the Western Asset Premier Bond Fund.

 

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 Premier Bond Fund (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates.

 

(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 $4,000 in 2009 and $4,100 in 2010. 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 4 for the Western Asset Premier Bond Fund.

 

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA

 



 

that provided ongoing services to Western Asset Premier Bond Fund requiring pre-approval by the Audit Committee in the Reporting Period.

 

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

 

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

 

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

 

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

 

(2) For the Western Asset Premier Bond Fund, the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2009 and 2010; Tax Fees were 100% and 100% for 2009 and 2010; and Other Fees were 100% and 100% for 2009 and 2010.

 

(f) N/A

 

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Premier Bond Fund, LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Premier Bond Fund during the reporting period were $0 in 2010.

 

(h) Yes.  Western Asset Premier Bond Fund’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 Premier Bond Fund 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)(B) of the Exchange Act. The Audit Committee consists of the following Board members:

 

Ronald J. Arnault

Anita L. DeFrantz

William E.B. Siart

Avedick Poladian

Jaynie Miller Studenmund

 

b) Not applicable

 

ITEM 6.                  SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

ITEM 7.                  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

The Registrant has delegated the voting of proxies relating to its portfolio securities to its advisers, Western Asset Management Company and Western Asset Management Company Limited (together, the “Advisers”). The Proxy Voting Policies and Procedures of the Advisers are attached as an exhibit to this Form N-CSR.

 

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

 

As of December 31, 2008, a team of investment professionals at the Advisers, led by Chief Investment Officer S. Kenneth Leech, Deputy Chief Investment Officer Stephen A. Walsh and Portfolio Manager Ronald D. Mass manages the Western Asset Premier Bond Fund (the “Fund”).

 

Messrs. Leech, Walsh and Mass have each served as portfolio managers for the Advisers for over five years.

 

The Fund is managed by a team of portfolio managers, sector specialists and other investment professionals. Messrs. Leech, Walsh and Mass serve as co-team leaders responsible for day-to-day strategic oversight of the Fund’s investments and for supervising the day-to-day operations of the various sector specialist teams dedicated to the specific asset classes in which the Fund invests.

 

Other Accounts

 

As of December 31, 2008, in addition to the Fund, the portfolio manager(s) were responsible for the day-to-day management of certain other accounts, as follows:

 

Type of Account

 

Number of
Accounts
Managed

 

Total Assets Managed

 

Number of
Accounts Managed
for which Advisory
Fee is
Performance-
Based

 

Assets Managed for which
Advisory Fee is
Performance-Based

 

S. Kenneth Leech:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

110

 

$

100,385,553,403

 

0

 

0

 

Other pooled investment vehicles

 

281

 

$

195,319,138,291

 

0

 

0

 

Other accounts

 

969

 

$

217,490,220,115

 

94

 

$

22,992,729,662

 

 

 

 

 

 

 

 

 

 

 

Ronald D. Mass:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

0

 

$

0

 

0

 

0

 

Other pooled investment vehicles

 

12

 

$

2,143,419,569

 

0

 

0

 

Other accounts

 

0

 

$

0

 

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

Stephen A. Walsh:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Registered Investment Companies

 

110

 

$

100,385,553,403

 

0

 

0

 

Other pooled investment vehicles

 

281

 

$

195,319,138,291

 

0

 

0

 

Other accounts

 

969

 

$

217,490,220,115

 

94

 

$

22,992,729,662

 

 



 

Note: With respect to Mr. Leech and Mr. Walsh, the numbers above reflect the overall number of portfolios managed by the Advisers. Mr. Leech and Mr. Walsh are involved in the management of all the Advisers’ portfolios, but they are not solely responsible for particular portfolios. The Advisers’ investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. The individuals that have been identified are responsible for overseeing implementation of the Advisers’ 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.

 

Potential Conflicts of Interest as of December 31, 2008

 

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 the Fund’s trades, investment opportunities and broker selection. Portfolio managers may be privy to the size, timing and possible market impact of the Fund’s trades.

 

It is possible that an investment opportunity may be suitable for both the Fund and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to the Fund 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 Fund, the Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the 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 the Fund 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 the Fund or the other account(s) involved. Additionally, the management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of the Fund 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 the Fund. For example, a portfolio manager could short sell a security for an account immediately prior to the Fund’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 sells) with long- only accounts (which includes the Fund) 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 an

 

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 the Fund, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both the Fund and the other accounts listed above.

 

Compensation of Portfolio Managers as of December 31, 2008

 

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. Because portfolio managers are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the Advisers, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Advisers’ 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.

 

Portfolio Manager Ownership of Fund Securities

 

The following table provides the dollar range of securities beneficially owned by each portfolio manager as of December 31, 2008:

 

Portfolio Manager

 

Dollar Range of Fund Securities Beneficially Owned

 

S. Kenneth Leech

 

$100,001 - $500,000

 

Ronald D. Mass

 

None

 

Stephen A. Walsh

 

None

 

 

ITEM 9.                  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

Not applicable.

 

ITEM 10.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item 10.

 

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 Premier Bond Fund

 

 

 

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

President and Principal Executive Officer

 

 

Western Asset Premier Bond Fund

 

 

 

 

Date:

February 25, 2011

 

 

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)

 

 

President and Principal Executive Officer

 

 

Western Asset Premier Bond Fund

 

 

 

 

 

 

 

Date:

February 25, 2011

 

 

 

By:

/s/ Kaprel Ozsolak

 

 

(Kaprel Ozsolak)

 

 

Principal Financial and Accounting Officer

 

 

Western Asset Premier Bond Fund

 

 

 

 

Date:

February 25, 2011