Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
JULY 31, 2006 |
INVESTMENT PRODUCTS: NOT FDIC INSUREDNO BANK GUARANTEEMAY LOSE VALUE |
Salomon Brothers
2008 Worldwide Dollar Government Term Trust Inc. |
Fund Objective | |
The investment objective of the Fund is to manage a portfolio of fixed income securities so as to return $10 per share to investors on or about November 30, 2008 while providing high monthly income. No assurance can be given that the Funds investment objective will be achieved. |
Letter from the Chairman
|
I | |
Manager Overview
|
1 | |
Fund at a Glance
|
5 | |
Schedule of Investments
|
6 | |
Statement of Assets and Liabilities
|
11 | |
Statement of Operations
|
12 | |
Statements of Changes in Net Assets
|
13 | |
Financial Highlights
|
14 | |
Notes to Financial Statements
|
15 | |
Report of Independent Registered
Public Accounting Firm
|
24 | |
Board Approval of Management and
Subadvisory Agreements
|
25 | |
Additional Information
|
28 | |
Annual Chief Executive Officer and
Chief Financial Officer Certification
|
32 | |
Dividend Reinvestment Plan
|
33 | |
Important Tax Information
|
34 |
Letter from the Chairman |
Dear Shareholder, | |
The U.S. economy was mixed during the 12-month period of this report. After expanding 3.3% in the second quarter of 2005, third quarter gross domestic product (GDP)i advanced 4.1%. GDP growth then slipped to 1.7% in the fourth quarter. This marked the first quarter in which GDP growth did not surpass 3.0% in nearly three years. However, as expected, the economy rebounded sharply in the first quarter of 2006. During this time, GDP rose 5.6%, its best showing since the third quarter of 2003. We believe this economic turnaround was prompted by both strong consumer and business spending. In the second quarter of 2006, GDP growth was a more modest 2.9%, according to the Commerce Departments preliminary estimate. The decline was largely attributed to lower consumer spending, triggered by higher interest rates and oil prices, as well as a cooling housing market. In addition, business spending fell during the quarter. |
The Federal Reserve Board (Fed)ii continued to raise interest rates during the reporting period. Despite the changing of the guard from Fed Chairman Alan Greenspan to Ben Bernanke in early 2006, it was business as usual for the Fed, as it raised short-term interest rates eight times during the reporting period. Since it began its tightening campaign in June 2004, the Fed increased rates 17 consecutive times, bringing the federal funds rateiii from 1.00% to 5.25%. |
However, after the reporting period ended, the Fed paused from raising rates in August. In its official statement, the Fed said . . . the Committee judges that some inflation risks remain. The extent and timing of any additional firming that may be needed to address these risks will depend on the evolution of the outlook for both inflation and economic growth, as implied by incoming information. |
Both short- and long-term yields rose over the reporting period, causing the overall bond market to post only a modest gain. During the 12 months ended July 31, 2006, two-year |
Treasury yields increased from 4.02% to 4.97%. Over the same period, 10-year Treasury yields moved from 4.28% to 4.99%. Short-term rates rose in concert with the Feds repeated rate hikes, while long-term rates rose on fears of mounting inflationary pressures. Looking at the 12-month period of this report as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexiv, returned 1.46%. | |
The high yield market generated positive returns during the reporting period, supported by strong corporate profits and low default rates. These factors tended to overshadow several company specific issues, mostly in the automobile industry. During the 12-month period ended July 31, 2006, the Citigroup High Yield Market Indexv returned 3.77%. | |
Despite weakness late in the reporting period, emerging markets debt produced positive results over the 12-month period, as the JPMorgan Emerging Markets Bond Index Global (EMBI Global)vi returned 8.31%. A strong global economy, solid domestic spending and high energy and commodity prices supported many emerging market countries. In our opinion, these positives more than offset the negatives associated with rising U.S. interest rates. | |
Please read on for a more detailed look at prevailing economic and market conditions during the Funds fiscal year and to learn how those conditions have affected Fund performance. |
As you may be aware, several issues in the mutual fund industry (not directly affecting closed-end investment companies, such as this Fund) have come under the scrutiny of federal and state regulators. Affiliates of the Funds Manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the open-end funds response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund is not in a position to predict the outcome of these requests and investigations, or whether these may affect the Fund. |
Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report. |
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals. |
Sincerely, | |
![]() R. Jay Gerken, CFA |
|
Chairman, President and Chief Executive Officer | |
August 30, 2006 |
i | Gross domestic product is a market value of goods and services produced by labor and property in a given country. |
ii | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iii | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
iv | The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
v | The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities. |
vi | The JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote dIvoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela. |
Q. | What were the overall market conditions during the Funds reporting period? |
Performance Snapshot as of July 31, 2006 (unaudited) |
Price | 12-Month | |
Per Share | Total Return | |
$11.50 (NAV)
|
7.16% | |
$10.81 (Market Price)
|
3.40% | |
All figures represent past performance and are not a guarantee of future results. |
Q. | What were the most significant factors affecting Fund performance? |
Q. | What were the leading detractors from performance? |
Q. | Were there any significant changes to the Fund during the reporting period? |
i | The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
ii | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iii | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
iv | NAV is calculated by subtracting total liabilities from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Funds market price as determined by supply of and demand for the Funds shares. |
v | The JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote dIvoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela. |
vi | Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended July 31, 2006, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 11 funds in the Funds Lipper category. |
vii | The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities. |
viii | Duration is a common gauge of the price sensitivity of a fixed income asset or portfolio to a change in interest rates. |
Investment Breakdown |
Schedule of Investments (July 31, 2006) |
Face | |||||||||
Amount | Security | Value | |||||||
MORTGAGE-BACKED SECURITIES 97.0% | |||||||||
FHLMC 37.0% | |||||||||
Federal Home Loan Mortgage Corp. (FHLMC), Gold: | |||||||||
$ | 738,521 | 7.000% due 10/1/17-11/1/32 (a) | $ | 759,571 | |||||
130,000,000 | 5.000% due 8/14/36 (b)(c) | 122,931,250 | |||||||
24,000,000 | 5.500% due 8/14/36 (b)(c) | 23,317,488 | |||||||
Total FHLMC | 147,008,309 | ||||||||
FNMA 26.0% | |||||||||
102,000,000 | Federal National Mortgage Association (FNMA), 6.500% due 8/14/36 (b)(c) | 103,211,250 | |||||||
GNMA 34.0% | |||||||||
Government National Mortgage Association (GNMA): | |||||||||
40,000,000 | 5.000% due 8/21/36 (b)(c) | 38,031,250 | |||||||
97,000,000 | 6.000% due 8/21/36 (b)(c) | 97,030,264 | |||||||
Total GNMA | 135,061,514 | ||||||||
TOTAL MORTGAGE-BACKED
SECURITIES (Cost $381,285,828) |
385,281,073 | ||||||||
COLLATERALIZED MORTGAGE OBLIGATIONS 6.2% | |||||||||
Federal Home Loan Mortgage Corp. (FHLMC): | |||||||||
58,923 | Series 2572, Class LI, PAC-1 IO, 5.500% due 5/15/22 | 71 | |||||||
2,761,029 | Series 2591, Class LI, PAC-1 IO, 5.500% due 4/15/21 | 32,613 | |||||||
14,642,933 | Series 2591, Class PI, PAC-1 IO, 5.500% due 2/15/30 (a) | 2,291,095 | |||||||
9,101,577 | Series 2594, Class IO, PAC IO, 5.000% due 3/15/14 | 397,558 | |||||||
10,906,232 | Series 2595, Class WT, PAC IO, 5.500% due 9/15/22 | 459,681 | |||||||
12,571,040 | Series 2603, Class LI, PAC-1 IO, 5.500% due 9/15/28 (a) | 1,479,052 | |||||||
9,588,690 | Series 2617, Class IB, PAC IO, 4.500% due 8/15/12 | 348,091 | |||||||
5,497,906 | Series 2617, Class IE, PAC IO, 4.500% due 5/15/15 | 681,524 | |||||||
10,619,158 | Series 2638, Class DI, PAC IO, 5.000% due 5/15/23 (a) | 1,870,275 | |||||||
3,112,498 | Series 2639, Class UI, PAC-1 IO, 5.000% due 3/15/22 | 580,228 | |||||||
12,450,602 | Series 2645, Class IW, PAC IO, 5.000% due 7/15/26 | 1,157,155 | |||||||
497,380 | Series 2664, Class UA, PAC IO, 5.500% due 7/15/17 | 597 | |||||||
3,299,438 | Series 2687, Class IA, PAC IO, 5.500% due 9/15/22 | 96,722 | |||||||
5,748,209 | Series 2742, Class IL, PAC IO, 5.000% due 9/15/12 | 182,618 | |||||||
Federal National Mortgage Association (FNMA): | |||||||||
5,797,638 | Series 2003-90, Class UC, IO, 5.500% due 8/25/22 | 123,017 | |||||||
17,377,565 | Series 2003-122, Class IB, IO, 5.000% due 5/25/16 | 975,457 | |||||||
10,061,555 | Series 2004-31, Class IC, IO, 4.500% due 1/25/14 | 745,311 | |||||||
16,935,007 | Series 352, Class 2, IO, 5.500% due 8/1/34 (a) | 4,393,286 |
Schedule of Investments (July 31, 2006) (continued) |
Face | ||||||||||
Amount | Security | Value | ||||||||
$ | 19,456,330 | Series 332, Class 2, IO, 6.000% due 3/1/33 (a) | $ | 4,921,439 | ||||||
15,627,991 | Series 337, Class 2, IO, 5.000% due 7/1/33 (a) | 3,896,204 | ||||||||
2,831,865 | Government National Mortgage Association (GNMA), Series 2003-12, Class IN, PAC, IO, 5.500% due 2/16/28 | 150,432 | ||||||||
TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS (Cost $20,296,104) |
24,782,426 | |||||||||
CORPORATE BONDS & NOTES 1.1% | ||||||||||
Oil, Gas & Consumable Fuels 1.0% | ||||||||||
4,320,000 | Pemex Project Funding Master Trust, Notes, 5.750% due 12/15/15 (a)(d) | 4,120,991 | ||||||||
Road & Rail 0.1% | ||||||||||
Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes: | ||||||||||
140,000 | 10.250% due 6/15/07 | 144,025 | ||||||||
50,000 | 12.500% due 6/15/12 | 55,250 | ||||||||
Total Road & Rail | 199,275 | |||||||||
TOTAL CORPORATE BONDS &
NOTES (Cost $4,203,561) |
4,320,266 | |||||||||
MUNICIPAL BONDS (a) 8.6% | ||||||||||
Pennsylvania 1.2% | ||||||||||
Westmoreland County, PA, GO, Refunding, Series G, FGIC-Insured: | ||||||||||
2,665,000 | Zero coupon bond to yield 3.845% due 6/1/08 | 2,478,796 | ||||||||
2,515,000 | Zero coupon bond to yield 3.904% due 12/1/08 | 2,293,001 | ||||||||
Total Pennsylvania | 4,771,797 | |||||||||
Texas 7.4% | ||||||||||
11,200,000 | Austin, TX, Utility Systems Revenue, Refunding, Series A, Prior Lien, MBIA-Insured, zero coupon bond to yield 3.901% due 11/15/08 | 10,224,816 | ||||||||
Edinburg, TX, Consolidated ISD, GO, Refunding School Building, PSFG-Insured: | ||||||||||
1,845,000 | Zero coupon bond to yield 3.823% due 2/15/08 | 1,736,569 | ||||||||
2,705,000 | Zero coupon bond to yield 3.938% due 2/15/09 | 2,442,588 | ||||||||
5,470,000 | Harris County, TX, GO, Series A, FGIC-Insured, zero coupon bond to yield 3.873% due 8/15/08 | 5,043,614 | ||||||||
10,535,000 | Texas State Public Finance Authority, Capital Appreciation Refunding, MBIA-Insured, zero coupon bond to yield 3.810% due 2/1/08 | 9,933,241 | ||||||||
Total Texas | 29,380,828 | |||||||||
TOTAL MUNICIPAL BONDS (Cost $33,366,140) |
34,152,625 |
Schedule of Investments (July 31, 2006) (continued) |
Face | |||||||||
Amount | Security | Value | |||||||
SOVEREIGN BONDS 22.8% | |||||||||
Argentina 2.0% | |||||||||
Republic of Argentina: | |||||||||
$ | 6,654,036 | Discount Notes, 8.280% due 12/31/33 (a) | $ | 6,249,803 | |||||
17,748,317 | GDP Linked Securities, 0.000% due 12/15/35 (a)(e) | 1,677,216 | |||||||
Total Argentina | 7,927,019 | ||||||||
Brazil 2.1% | |||||||||
Federative Republic of Brazil: | |||||||||
5,980,000 | 11.000% due 8/17/40 (a) | 7,675,330 | |||||||
519,000 | Collective Action Securities, Notes, 8.000% due 1/15/18 | 562,726 | |||||||
Total Brazil | 8,238,056 | ||||||||
Colombia 2.3% | |||||||||
Republic of Colombia: | |||||||||
6,500,000 | 10.000% due 1/23/12 (a) | 7,491,250 | |||||||
1,250,000 | 11.750% due 2/25/20 (a) | 1,725,000 | |||||||
Total Colombia | 9,216,250 | ||||||||
Mexico 1.6% | |||||||||
United Mexican States, Medium-Term Notes, Series A: | |||||||||
3,953,000 | 6.375% due 1/16/13 (a) | 4,069,614 | |||||||
2,200,000 | 7.500% due 4/8/33 (a) | 2,448,600 | |||||||
Total Mexico | 6,518,214 | ||||||||
Panama 2.0% | |||||||||
Republic of Panama: | |||||||||
4,740,000 | 8.875% due 9/30/27 (a) | 5,616,900 | |||||||
1,818,000 | 9.375% due 4/1/29 (a) | 2,240,685 | |||||||
Total Panama | 7,857,585 | ||||||||
Peru 1.7% | |||||||||
Republic of Peru: | |||||||||
1,175,000 | 9.125% due 2/21/12 (a) | 1,323,050 | |||||||
5,293,000 | PDI, 5.000% due 3/7/17 (a)(e) | 5,200,372 | |||||||
Total Peru | 6,523,422 | ||||||||
Poland 8.2% | |||||||||
Republic of Poland: | |||||||||
16,380,000 | Par Bonds, 4.000% due 10/27/24 (a)(e) | 14,742,000 | |||||||
19,000,000 | Series RSTA, 4.750% due 10/27/24 (a)(e) | 17,736,500 | |||||||
Total Poland | 32,478,500 | ||||||||
Schedule of Investments (July 31, 2006) (continued) |
Face | |||||||||
Amount | Security | Value | |||||||
Russia 2.9% | |||||||||
Russian Federation: | |||||||||
$ | 1,800,000 | 11.000% due 7/24/18 (a)(d) | $ | 2,533,500 | |||||
8,280,000 | 5.000% due 3/31/30 (a)(d)(e) | 9,017,334 | |||||||
Total Russia | 11,550,834 | ||||||||
TOTAL SOVEREIGN BONDS (Cost $80,911,374) |
90,309,880 | ||||||||
Warrants | ||||||||
WARRANTS 2.9% | ||||||||
328,650 | Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20 (a) (Cost $0) | 11,667,075 | ||||||
TOTAL INVESTMENTS BEFORE
SHORT-TERM INVESTMENTS (Cost $520,063,007) |
550,513,345 | |||||||
Face | ||||||||
Amount | ||||||||
SHORT-TERM INVESTMENTS 56.5% | ||||||||
U.S. Government Agency 0.6% | ||||||||
$ | 2,200,000 | Federal National Mortgage Association (FNMA), Discount Notes, 5.010% due 9/25/06 (f)(g) (Cost $2,183,329) | 2,182,656 | |||||
Repurchase Agreement 55.9% | ||||||||
222,030,000 | Merrill Lynch, Pierce, Fenner & Smith Inc. repurchase agreement dated 7/31/06, 5.250% due 8/1/06; Proceeds at maturity $222,062,379; (Fully collateralized by U.S. Treasury Note, 5.125% due 6/30/11; Market value $226,471,183) (Cost $222,030,000) (a) | 222,030,000 | ||||||
TOTAL SHORT-TERM INVESTMENTS (Cost $224,213,329) | 224,212,656 | |||||||
TOTAL INVESTMENTS 195.1% (Cost $744,276,336#) | 774,726,001 | |||||||
Liabilities in Excess of Other Assets (95.1)% | (377,704,961 | ) | ||||||
TOTAL NET ASSETS 100.0% | $ | 397,021,040 | ||||||
Schedule of Investments (July 31, 2006) (continued) |
(a) | All or a portion of this security is segregated for TBAs and mortgage dollar rolls. |
(b) | This security is traded on a to-be-announced (TBA) basis (See Note 1). |
(c) | All or a portion of this security was acquired under a mortgage dollar roll agreement (See Notes 1 and 3). |
(d) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted. |
(e) | Variable rate security. Interest rate disclosed is that which is in effect at July 31, 2006. |
(f) | All or a portion of this security is held at the broker as collateral for open futures contracts. |
(g) | Rate shown represents yield to maturity. |
# | Aggregate cost for federal income tax purposes is $744,588,677. |
Statement of Assets and Liabilities (July 31, 2006) |
ASSETS:
|
|||||
Investments, at value
(Cost $522,246,336)
|
$ | 552,696,001 | |||
Repurchase agreement, at value
(Cost $222,030,000)
|
222,030,000 | ||||
Receivable for securities sold
|
111,618,008 | ||||
Interest receivable
|
2,291,944 | ||||
Prepaid expenses
|
14,246 | ||||
Total Assets
|
888,650,199 | ||||
LIABILITIES:
|
|||||
Payable for securities purchased
|
478,273,349 | ||||
Due to custodian
|
12,795,238 | ||||
Investment management fee payable
|
248,718 | ||||
Deferred dollar roll income
|
117,665 | ||||
Payable to broker
variation margin on open futures contracts
|
66,422 | ||||
Directors fees payable
|
4,426 | ||||
Accrued expenses
|
123,341 | ||||
Total Liabilities
|
491,629,159 | ||||
Total Net Assets
|
$ | 397,021,040 | |||
NET ASSETS:
|
|||||
Par value ($0.001 par value;
34,510,639 shares issued and outstanding;
200,000,000 shares authorized)
|
$ | 34,511 | |||
Paid-in capital in excess of par
value
|
318,104,655 | ||||
Undistributed net investment income
|
14,864,532 | ||||
Accumulated net realized gain on
investments and futures contracts
|
35,044,653 | ||||
Net unrealized appreciation on
investments and futures contracts
|
28,972,689 | ||||
Total Net Assets
|
$ | 397,021,040 | |||
Shares Outstanding
|
34,510,639 | ||||
Net Asset Value
|
$11.50 | ||||
Statement of Operations (For the year ended July 31, 2006) |
INVESTMENT INCOME:
|
||||||
Interest
|
$ | 28,001,897 | ||||
Dividends
|
1,574,115 | |||||
Income from securities lending
|
16,240 | |||||
Total Investment
Income
|
29,592,252 | |||||
EXPENSES:
|
||||||
Investment management fee
(Note 2)
|
2,759,957 | |||||
Administration fees (Note 2)
|
185,966 | |||||
Shareholder reports
|
119,002 | |||||
Directors fees
|
73,880 | |||||
Custody fees
|
63,633 | |||||
Audit and tax
|
57,811 | |||||
Transfer agent fees
|
37,649 | |||||
Legal fees
|
28,705 | |||||
Stock exchange listing fees
|
26,995 | |||||
Insurance
|
9,313 | |||||
Miscellaneous expenses
|
4,609 | |||||
Total Expenses
|
3,367,520 | |||||
Less: Fee waivers and/or expense
reimbursements (Note 2)
|
(8,761 | ) | ||||
Net Expenses
|
3,358,759 | |||||
Net Investment Income
|
26,233,493 | |||||
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND FUTURES CONTRACTS (NOTES 1 AND 3): |
||||||
Net Realized Gain From:
|
||||||
Investment transactions
|
29,913,474 | |||||
Futures contracts
|
6,677,168 | |||||
Net Realized Gain
|
36,590,642 | |||||
Change in Net Unrealized
Appreciation/ Depreciation From:
|
||||||
Investments
|
(33,541,842 | ) | ||||
Futures contracts
|
(1,794,224 | ) | ||||
Change in Net Unrealized
Appreciation/ Depreciation
|
(35,336,066 | ) | ||||
Net Gain on Investments and
Futures Contracts
|
1,254,576 | |||||
Increase in Net Assets From
Operations
|
$ | 27,488,069 | ||||
Statements of Changes in Net Assets (For the years ended July 31,) |
2006 | 2005 | ||||||||
OPERATIONS:
|
|||||||||
Net investment income
|
$ | 26,233,493 | $ | 26,376,470 | |||||
Net realized gain
|
36,590,642 | 7,571,811 | |||||||
Change in net unrealized
appreciation/depreciation
|
(35,336,066) | 27,462,746 | |||||||
Increase in Net Assets From
Operations
|
27,488,069 | 61,411,027 | |||||||
DISTRIBUTIONS TO SHAREHOLDERS
FROM (NOTE 1):
|
|||||||||
Net investment income
|
(22,930,933) | (22,673,490) | |||||||
Net realized gains
|
(3,504,217) | (7,730,383) | |||||||
Decrease in Net Assets From
Distributions to Shareholders
|
(26,435,150) | (30,403,873) | |||||||
Increase in Net Assets
|
1,052,919 | 31,007,154 | |||||||
NET ASSETS:
|
|||||||||
Beginning of year
|
395,968,121 | 364,960,967 | |||||||
End of year*
|
$ | 397,021,040 | $ | 395,968,121 | |||||
* Includes undistributed net
investment income of:
|
$14,864,532 | $11,021,861 | |||||||
Financial Highlights |
2006 | 2005 | 2004 | 2003 | 2002 | |||||||||||||||||
Net Asset Value, Beginning of
Year
|
$11.47 | $10.58 | $10.19 | $9.06 | $9.55 | ||||||||||||||||
Income (Loss) From
Operations:
|
|||||||||||||||||||||
Net investment income
|
0.78 | 0.76 | 0.73 | 0.72 | 0.91 | ||||||||||||||||
Net realized and unrealized gain
(loss)
|
0.02 | 1.01 | 0.54 | 1.29 | (0.39 | ) | |||||||||||||||
Total Income From Operations
|
0.80 | 1.77 | 1.27 | 2.01 | 0.52 | ||||||||||||||||
Less Distributions
From:
|
|||||||||||||||||||||
Net investment income
|
(0.67 | ) | (0.66 | ) | (0.73 | ) | (0.88 | ) | (1.01 | ) | |||||||||||
Net realized gains
|
(0.10 | ) | (0.22 | ) | (0.15 | ) | | | |||||||||||||
Total Distributions
|
(0.77 | ) | (0.88 | ) | (0.88 | ) | (0.88 | ) | (1.01 | ) | |||||||||||
Net Asset Value, End of
Year
|
$11.50 | $11.47 | $10.58 | $10.19 | $9.06 | ||||||||||||||||
Market Price, End of
Year
|
$10.81 | $11.22 | $11.01 | $10.41 | $10.18 | ||||||||||||||||
Total Return, Based on Net Asset
Value Per
Share(1)
|
7.16 | % | 17.28 | % | 12.75 | % | 22.74 | % | 5.43 | % | |||||||||||
Total Return, Based on Market
Price Per
Share(2)
|
3.40 | % | 10.15 | % | 14.50 | % | 11.10 | % | 14.66 | % | |||||||||||
Net Assets, End of Year
(millions)
|
$397 | $396 | $365 | $352 | $313 | ||||||||||||||||
Ratios to Average Net
Assets:
|
|||||||||||||||||||||
Gross expenses
|
0.85 | % | 0.86 | % | 0.87 | % | 0.89 | % | 0.85 | % | |||||||||||
Net expenses
|
0.84 | % (3) | 0.86 | % | 0.87 | % | 0.89 | % | 0.85 | % | |||||||||||
Net investment income
|
6.60 | % | 6.83 | % | 6.84 | % | 7.17 | % | 9.44 | % | |||||||||||
Portfolio turnover rate
|
553 | % (4) | 102 | % (4) | 62 | % (4) | 24 | % | 23 | % | |||||||||||
Total mortgage dollar rolls
outstanding,
end of year (millions) |
$381 | $320 | $290 | $357 | $240 | ||||||||||||||||
(1) | Performance figures may reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower. |
(2) | The total return calculation assumes that distributions are reinvested in accordance with the Funds dividend reinvestment plan. Past performance is no guarantee of future results. |
(3) | Reflects fee waivers and/or expense reimbursements. |
(4) | Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included the portfolio turnover rate would have been 1,167%, 580% and 613% for the years ended July 31, 2006, 2005 and 2004, respectively. |
1. | Organization and Significant Accounting Policies |
Undistributed | ||||||||
Net Investment | Accumulated Net | |||||||
Income | Realized Gain | |||||||
(a)
|
$ | 540,111 | $ | (540,111 | ) | |||
(a) | Reclassifications are primarily due to differences between book and tax amortization of premium on fixed income securities and income from mortgage-backed securities treated as capital gains for tax purposes. |
2. | Investment Management Agreement and Other Transactions with Affiliates |
3. | Investments |
U.S. Government & | ||||||||
Agency Obligations | Investments | |||||||
Purchases
|
$ | 3,400,459,497 | $ | 42,312,627 | ||||
Sales
|
3,329,347,132 | 210,071,829 | ||||||
Gross unrealized appreciation
|
$ | 31,041,623 | ||
Gross unrealized depreciation
|
(904,299 | ) | ||
Net unrealized appreciation
|
$ | 30,137,324 | ||
Number of | Expiration | Basis | Market | Unrealized | ||||||||||||||||
Contracts to Sell | Contracts | Date | Value | Value | Loss | |||||||||||||||
U.S. Treasury 5 Year Notes
|
185 | 9/06 | $ | 19,279,544 | $ | 19,280,469 | $ | (925 | ) | |||||||||||
U.S. Treasury 10 Year Notes
|
1,848 | 9/06 | 194,469,699 | 195,945,750 | (1,476,051 | ) | ||||||||||||||
Net Unrealized Loss on Open Futures Contracts | $ | (1,476,976 | ) | |||||||||||||||||
4. | Distributions Subsequent to July 31, 2006 |
5. | Income Tax Information and Distributions to Shareholders |
2006 | 2005 | |||||||
Distributions paid
from:
|
||||||||
Ordinary income
|
$ | 25,834,665 | $ | 27,706,891 | ||||
Net Long-term Capital Gains
|
600,485 | 2,696,982 | ||||||
Total Taxable Distributions
|
$ | 26,435,150 | $ | 30,403,873 | ||||
Undistributed ordinary
income net
|
$ | 5,070,099 | ||
Undistributed long-term capital
gains net
|
33,136,404 | |||
Total undistributed earnings
|
$ | 38,206,503 | ||
Other book/tax temporary
differences(a)
|
12,015,023 | |||
Unrealized
appreciation/(depreciation)(b)
|
28,660,348 | |||
Total accumulated
earnings/(losses) net
|
$ | 78,881,874 | ||
(a) | Other book/tax temporary differences are attributable primarily to the realization for tax purposes of unrealized losses on certain futures contracts and the Funds retention of tax-exempt income. |
(b) | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the difference between book and tax amortization methods for premiums on fixed income securities. |
6. | Regulatory Matters |
7. | Other Matters |
8. | Subsequent Events |
9. | Recent Accounting Pronouncement |
Number of | ||||||||||||||
Portfolios | ||||||||||||||
in Fund | ||||||||||||||
Term of | Complex | |||||||||||||
Office and | Principal | Overseen by | ||||||||||||
Position(s) | Length of | Occupation(s) | Director | Other Board | ||||||||||
Name, Address and | Held with | Time | During Past Five | (including | Memberships Held | |||||||||
Birth Year | Fund(1) | Served(1) | Years | the Fund) | by Director | |||||||||
Non-Interested Directors: |
||||||||||||||
Carol L. Colman Colman Consulting Co. 278 Hawley Road North Salem, NY 10560 Birth Year: 1946 |
Director and Member of the Audit and Nominating Committees, Class III |
Since 2002 |
President, Colman Consulting Co. | 37 | None | |||||||||
Daniel P. Cronin c/o Chairman of the Fund 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1946 |
Director and Member of the Audit and Nominating Committees, Class III |
Since 1993 |
Formerly, Associate General Counsel, Pfizer Inc. | 34 | None | |||||||||
Leslie H. Gelb c/o Chairman of the Fund 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1937 |
Director and Member of the Audit and Nominating Committees, Class II |
Since 2001 |
President Emeritus and Senior Board Fellow, The Council on Foreign Relations; Formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times | 34 |
Director of two registered investment companies advised by Blackstone Asia Advisers, L.L.C. (Blackstone Advisors) |
|||||||||
William R. Hutchinson 535 N. Michigan Avenue Suite 1012 Chicago, IL 60611 Birth Year: 1942 |
Director and Member of the Audit and Nominating Committees, Class II |
Since 2003 |
President, W R. Hutchinson & Associates Inc.; Formerly Group Vice President, Mergers and Acquisitions, BP Amoco P.L.C. | 44 | Director, Associated Banc-Corp. |
Number of | ||||||||||||||
Portfolios | ||||||||||||||
in Fund | ||||||||||||||
Term of | Complex | |||||||||||||
Office and | Principal | Overseen by | ||||||||||||
Position(s) | Length of | Occupation(s) | Director | Other Board | ||||||||||
Name, Address and | Held with | Time | During Past Five | (including | Memberships Held | |||||||||
Birth Year | Fund(1) | Served(1) | Years | the Fund) | by Director | |||||||||
Riordan Roett The Johns Hopkins University 1710 Massachusetts Ave, NW Washington, DC 20036 Birth Year: 1938 |
Director and Member of the Audit and Nominating Committees, Class I |
Since 1995 |
Professor and Director, Latin
American Studies Program, Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University |
34 | None | |||||||||
Jeswald W. Salacuse c/o Chairman of the Fund 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1938 |
Director and Member of the Audit and Nominating Committees, Class I |
Since 1993 |
Henry J. Braker Professor of
Commercial Law and formerly Dean, The Fletcher School of Law & Diplomacy, Tufts University |
34 |
Director of two registered investment companies advised by Blackstone Advisors |
|||||||||
Interested Director: |
||||||||||||||
R. Jay Gerken,
CFA(2) Legg Mason & Co., LLC (Legg Mason) 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951 |
Director, Chairman, President and Chief Executive Officer, Class II |
Since 2002 |
Managing Director of Legg Mason; President and Chief Executive Officer of Smith Barney Fund Management LLC (SBFM) and Citi Fund Management Inc. (CFM); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly, Chairman of SBFM and CFM (from 2002 to 2006); Formerly, Chairman, President and Chief Executive Officer of Travelers Investment Advisers, Inc. (from 2002 to 2005) | 169 | Trustee, Consulting Group Capital Markets Fund |
Number of | ||||||||||||||
Portfolios | ||||||||||||||
in Fund | ||||||||||||||
Term of | Complex | |||||||||||||
Office and | Principal | Overseen by | ||||||||||||
Position(s) | Length of | Occupation(s) | Director | Other Board | ||||||||||
Name, Address and | Held with | Time | During Past Five | (including | Memberships Held | |||||||||
Birth Year | Fund(1) | Served(1) | Years | the Fund) | by Director | |||||||||
Officers: | ||||||||||||||
Frances M. Guggino Legg Mason 125 Broad Street, 10th Floor New York, NY 10004 Birth Year: 1957 |
Chief Financial Officer and Treasurer Controller |
Since 2004 2002- 2004 |
Director of Legg Mason; Chief
Financial Officer and Treasurer of certain mutual funds
associated with Legg Mason. Formerly Controller of certain mutual funds associated with Legg Mason (from 1999 to 2004) |
N/A | N/A | |||||||||
Ted P. Becker Legg Mason 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951 |
Chief Compliance Officer |
Since 2006 |
Managing Director of Compliance at Legg Mason, (2005-Present); Chief Compliance Officer with certain mutual funds associated with Legg Mason (since 2006); Managing Director of Compliance at Legg Mason or its predecessors (2002-2005). Prior to 2002, Managing Director-Internal Audit & Risk Review at Citigroup, Inc. | N/A | N/A |
Number of | ||||||||||||||
Portfolios | ||||||||||||||
in Fund | ||||||||||||||
Term of | Complex | |||||||||||||
Office and | Principal | Overseen by | ||||||||||||
Position(s) | Length of | Occupation(s) | Director | Other Board | ||||||||||
Name, Address and | Held with | Time | During Past Five | (including | Memberships Held | |||||||||
Birth Year | Fund(1) | Served(1) | Years | the Fund) | by Director | |||||||||
Wendy S. Setnicka Legg Mason 125 Broad Street 10th Floor New York, NY 10004 Birth Year: 1964 |
Controller |
Since 2004 |
Vice President of Legg Mason (since 2003); Controller of certain mutual funds associated with Legg Mason; Formerly, Assistant Controller of Legg Mason (from 2002 to 2004); Accounting Manager of Legg Mason (from 1998 to 2002) | N/A | N/A | |||||||||
Robert I. Frenkel Legg Mason 300 First Stamford Place 4th Floor Stamford, CT 06902 Birth Year: 1954 |
Secretary and Chief Legal Officer |
Since 2003 |
Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004) | N/A | N/A |
(1) | The Funds Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2007, year 2008, and year 2006, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Funds executive officers are chosen each year to hold office until the next year and until their successors are duly elected and qualified. |
(2) | Mr. Gerken is an interested person of the Fund as defined in the 1940 Act, as amended, because Mr. Gerken is an employee of Legg Mason. |
Record Date: | 12/27/2005 | |||
Payable Date: | 12/30/2005 | |||
Long-Term Capital Gain Dividend
|
$ | 0.017400 | ||
Salomon Brothers | |
2008 Worldwide Dollar | |
Government Term Trust Inc. |
DIRECTORS
|
Carol L. Colman Daniel P. Cronin Leslie H. Gelb R. Jay Gerken, CFA Chairman William R. Hutchinson Riordan Roett Jeswald W. Salacuse |
OFFICERS
|
R. Jay Gerken, CFA President and Chief Executive Officer Frances M. Guggino Chief Financial Officer and Treasurer Ted P. Becker Chief Compliance Officer Wendy S. Setnicka Controller Robert I. Frenkel Secretary and Chief Legal Officer |
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC. |
125 Broad Street 10th Floor, MF-2 New York, New York 10004 |
INVESTMENT MANAGER |
Legg Mason
Partners Fund Advisor, LLC |
SUBADVISER
|
Western Asset
Management Company |
CUSTODIAN
|
State Street Bank &
Trust Company 225 Franklin Street Boston, Massachusetts 02110 |
TRANSFER
AGENT
|
American Stock Transfer
& Trust Company 59 Maiden Lane New York, New York 10038 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
KPMG LLP 345 Park Avenue New York, New York 10154 |
LEGAL
COUNSEL
|
Simpson Thacher & Bartlett
LLP 425 Lexington Avenue New York, New York 10017-3909 |
NEW YORK STOCK EXCHANGE SYMBOL |
SBG |
This report is transmitted to the
shareholders of Salomon Brothers 2008 Worldwide Dollar
Government Term Trust Inc. for their information. This is not a
prospectus, circular or representation intended for use in the
purchase of shares of the Fund or any securities mentioned in
this report. American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 SAM0906 7/06 SR06-142 ![]() |
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. 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 for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the Commissions website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the Commissions Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC- 0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013. Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio transactions is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Funds website at www.leggmason.com/InvestorServices and (3) on the SECs website at www.sec.gov. |
ITEM 2. | CODE OF ETHICS. |
The registrant has adopted a code of ethics that applies to the registrants 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 William R. Hutchinson, the Chairman of the Boards Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an audit committee financial expert, and has designated Mr. Hutchinson as the Audit Committees financial expert. Mr. Hutchinson is an independent Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. |
Item 4. | Principal Accountant Fees and Services |
a) Audit Fees. Effective June 17, 2005, PricewaterhouseCoopers LLP (PwC) resigned as the Registrants principal accountant (the Auditor). The Registrants audit committee approved the engagement of KPMG LLP (KPMG) as the Registrants new principal accountant for the fiscal year ended July 31, 2006. The aggregate fees billed in the last two fiscal years ending July 31, 2005 and July 31, 2006 (the Reporting Periods) for professional services rendered for the audit of the Registrants 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 $35,000 in 2005 performed by PwC and $53,000 in 2006 performed by KPMG. |
b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by PwC or KPMG that are reasonably related to the performance of the audit of the Registrants financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2005 and $1,205 in 2006. |
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrants 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 Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (service affiliates), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved). |
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning (Tax Services) were $5,700 in 2005 and $5,988 in 2006. 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. As of July 31, 2006, KPMG has not billed the Registrant for any Tax Services rendered. |
There were no fees billed for tax services by PwC or KPMG to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee. |
d) There were no non-audit services rendered by KPMG to SBAM, or any entity controlling, controlled by or under common control with SBAM that provided ongoing services to the Registrant. |
All Other Fees. There were no other non-audit services rendered by PwC or KPMG to Smith Barney Fund Management LLC (SBFM), and any entity controlling, controlled by or under common control with SBFM that provided ongoing services to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. requiring pre-approval by the Audit Committee in the Reporting Period. |
(e) Audit Committees 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 Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. 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 Funds 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 Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2005 and 2006; Tax Fees were 100% and 100% for 2005 and 2006; and Other Fees were 100% and 100% for 2005 and 2006. |
(f) N/A |
(g) All Other Fees. The aggregate fees billed for all other non-audit services rendered by PwC to Salomon Brothers Asset Management (SBAM), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc., requiring pre-approval by the Audit Committee for the year ended July 31, 2005 which include the issuance of reports on internal control under SAS No. 70 related to various Citigroup Asset Management (CAM) entities a profitability review of the Adviser and phase 1 of an analysis of Citigroups current and future real estate occupancy requirements in the tri-state area and security risk issues in the New York metro region was $1.3 million all of which was pre-approved by the Audit Committee. |
Non-audit fees billed by PwC for services rendered to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. during the reporting period was $2.7 million for the year ended July 31, 2005. |
Non-audit fees billed by KPMG for services rendered to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. during the reporting period was $75,000 and $0 for the years ended July 31, 2005 and July 31, 2006, respectively. Such fees relate to services provided in connection with the transfer agent matter as fully described in the notes to the financial statements. |
(h) Yes. The Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc.s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountants independence. All services provided by the Auditor to the Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required. |
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members: |
Carol L. Colman Daniel P. Cronin Leslie H. Gelb William R. Hutchinson Riordan Roett Jeswald W. Salacuse |
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. |
Concerning Citigroup Asset Management 1(CAM) Proxy Voting Policies and Procedures |
The following is a brief overview of the Proxy Voting Policies and Procedures (the Policies) that CAM has adopted to seek to ensure that CAM votes proxies relating to equity securities in the best interest of clients. |
CAM votes proxies for each client account with respect to which it has been authorized to vote proxies. In voting proxies, CAM is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. CAM attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. CAM may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, the CAM adviser (business unit) continues to retain responsibility for the proxy vote. |
In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes in accordance with such stated |
position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that CAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause CAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct CAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A CAM business unit or investment team (e.g. CAMs Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, CAM will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services (ISS) PVS Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines. |
In furtherance of CAMs goal to vote proxies in the best interest of clients, CAM follows procedures designed to identify and address material conflicts that may arise between CAMs interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CAM periodically notifies CAM employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CAM with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAMs business, and (ii) to bring conflicts of interest of which they become aware to the attention of CAMs compliance personnel. CAM also maintains and considers a list of significant CAM relationships that could present a conflict of interest for CAM in voting proxies. CAM is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM Legg Mason affiliate might appear to the public to influence the manner in which CAM decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-CAM Legg Mason affiliate relationship that CAM for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which CAM decides to vote a proxy, CAM generally takes the position that relationships between a non-CAM Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-CAM |
Legg Mason affiliate) do not present a conflict of interest for CAM in voting proxies with respect to such issuer. Such position is based on the fact that CAM is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between CAM and certain other Legg Mason business units. |
CAM maintains a Proxy Voting Committee to review and address conflicts of interest brought to its attention by CAM compliance personnel. A proxy issue that will be voted in accordance with a stated CAM position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because CAMs position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, CAMs decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, CAM may vote proxies notwithstanding the existence of the conflict. |
If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. |
1 | Citigroup Asset Management comprises CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC, and other affiliated investment advisory firms. On December 1, 2005, Citigroup Inc. (Citigroup) sold substantially all of its worldwide asset management business, Citigroup Asset Management, to Legg Mason, Inc. (Legg Mason). As part of this transaction, CAM North America, LLC, Salomon Brothers Asset Management Inc and Smith Barney Fund Management LLC became wholly-owned subsidiaries of Legg Mason. Under a licensing agreement between Citigroup and Legg Mason, the names of CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC and their affiliated advisory entities, as well as all logos, trademarks, and service marks related to Citigroup or any of its affiliates (Citi Marks) are licensed for use by Legg Mason. Citi Marks include, but are not limited to, Citigroup Asset Management, Salomon Brothers Asset Management and CAM. All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement. Legg Mason and its subsidiaries, including CAM North America, LLC, Salomon Brothers Asset Management Inc, and Smith Barney Fund Management LLC are not affiliated with Citigroup. |
ITEM 8. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
NAME AND ADDRESS | LENGTH OF | PRINCIPAL OCCUPATION(S) DURING | ||
ADDRESS | TIME SERVED | PAST 5 YEARS | ||
S. Kenneth Leech Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2006 | Co-portfolio manager of the fund; employee of SBAM since 2006 and Chief Investment Officer of Western Asset since 1998. | ||
Stephen A. Walsh Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2006 | Co-portfolio manager of the fund; employee of SBAM since 2006 and Deputy Chief Investment Officer of Western Asset since 2000. | ||
Keith J. Gardner Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2006 | Co-portfolio manager of the fund; employee of SBAM since 2006 and portfolio manager and research analyst at Western Asset since 1994. | ||
Matthew C.Duda Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 |
Since 2006 | Co-portfolio manager of the fund; employee of SBAM since 2006 and Research Analyst at Western Asset Management since 2001; Vice President and Investment Strategist from 1997-2001 at Credit Suisse First Boston Corporation. |
Registered | Other Pooled | |||||
Portfolio | Investment | Investment | ||||
Manager(s) | Companies | Vehicles | Other Accounts | |||
S. Kenneth Leech
|
123 registered investment companies with $86.3 billion in total assets under management | 22 Other pooled investment vehicles with $24.4 billion in assets under management | 1,014 Other accounts with $328.2 billion in total assets under management* | |||
Stephen A. Walsh
|
123 registered investment companies with $86.3 billion in total assets under management | 22 Other pooled investment vehicles with $24.4 billion in assets under management | 1,014 Other accounts with $328.2 billion in total assets under management* | |||
Keith J. Gardner
|
6 registered investment companies with $741 million in total assets under management | 4 Other pooled investment vehicles with $1.7 billion in assets under management | 14 Other accounts with $3.3 billion in total assets under management** | |||
Mathew C. Duda
|
6 registered investment Companies with $741 million in total assets Under management | 4 Other pooled investment vehicles with $1.7 billion in assets under management | 14 Other accounts with $3.3 billion in total assets under management** |
* | Includes 97 accounts managed, totaling $30.5 billion, for which advisory fee is performance based. | |
** | Includes 1 account managed, totaling $12.8 million, for which advisory fee is performance based. | |
| The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (Western Asset). Mr. Leech and Mr. Walsh are involved in the management of all the Firms portfolios, but they are not solely responsible for particular portfolios. Western Assets investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Assets 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. |
Dollar Range of | ||
Portfolio Securities | ||
Portfolio Manager(s) | Beneficially Owned | |
S. Kenneth Leech |
E | |
Stephen A. Walsh |
A | |
Matthew C. Duda |
A | |
Keith J. Gardner |
A | |
Dollar Range ownership is as follows: |
||
A: none |
||
B: $1 $10,000 |
||
C: 10,001 $50,000 |
||
D: $50,001 $100,000 |
||
E: $100,001 $500,000 |
||
F: $500,001 $1 million |
||
G: over $1 million |
ITEM 9. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
None. |
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable. |
ITEM 11. | CONTROLS AND PROCEDURES. |
(a) | The registrants principal executive officer and principal financial officer have concluded that the registrants 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 registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrants last |
fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrants internal control over financial reporting. |
ITEM 12. | EXHIBITS. |
(a) Code of Ethics attached hereto. |
Exhibit 99.CODE ETH |
(b) Attached hereto. |
Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | |||||
Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
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By: | /s/ R. Jay Gerken | |||
R. Jay Gerken | ||||
Chief Executive Officer of Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
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By: | /s/ R. Jay Gerken | |||
(R. Jay Gerken) | ||||
Chief Executive Officer of Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
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By: | /s/ Frances M. Guggino | |||
Frances M. Guggino | ||||
Chief Financial Officer of Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
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