ANNUAL REPORT FOR YEAR END 7/31/2007
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 811-7740
Western Asset 2008 Worldwide Dollar Government
Term Trust Inc.
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Floor
Stamford, CT 06902
(Name and address of agent for service)
Registrants telephone number, including area code: (800) 451-2010
Date of fiscal year end: July 31
Date of reporting period: July 31, 2007
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
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ANNUAL REPORT
JULY 31, 2007
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Western Asset
2008 Worldwide Dollar
Government Term Trust Inc.
(SBG)
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INVESTMENT PRODUCTS: NOT FDIC
INSUREDNO BANK GUARANTEEMAY LOSE VALUE
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Western Asset
2008 Worldwide Dollar
Government Term Trust Inc.
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Annual Report July 31,
2007
Whats
Inside
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Fund
Objective |
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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.
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Letter from the Chairman
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I
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Fund Overview
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1
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Fund at a Glance
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4
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Schedule of Investments
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5
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Statement of Assets and Liabilities
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9
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Statement of Operations
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10
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Statements of Changes in Net Assets
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11
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Financial Highlights
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12
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Notes to Financial Statements
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13
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Report of Independent Registered
Public Accounting Firm
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21
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Additional Information
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22
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Annual Chief Executive Officer and
Chief Financial Officer Certifications
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26
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Important Tax Information
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27
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Dividend Reinvestment Plan
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28
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R. JAY GERKEN,
CFA
Chairman, President
and
Chief Executive Officer
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Dear Shareholder, |
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The U.S. economy was mixed during the
12-month reporting
period ended July 31, 2007. After expanding 2.4% in the
second quarter of 2006, U.S. gross domestic product
(GDP)i
increased 1.1% in the third quarter and 2.1% in the fourth
quarter of
2006.ii
In the first quarter of 2007, GDP growth was a tepid 0.6%,
according to the U.S. Commerce Department. This is the
lowest growth rate since the fourth quarter of 2002. While
consumer spending remained fairly solid, ongoing troubles in the
housing market continued to negatively impact the economy. The
economy then rebounded, as the preliminary estimate for second
quarter 2007 GDP growth was a solid 4.0%, its highest rate since
the first quarter of 2006. While consumer spending moderated,
this was offset by a sharp increase in business spending and
exports. |
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After increasing the federal funds
rateiii
to 5.25% in June 2006 the 17th consecutive rate
hike the Federal Reserve Board
(Fed)iv
held rates steady at its last nine meetings. In its
statement accompanying the August 2007 meeting, the Fed
stated: Financial markets have been volatile in recent
weeks, credit conditions have become tighter for some households
and businesses, and the housing correction is ongoing.
Nevertheless, the economy seems likely to continue to expand at
a moderate pace over coming quarters, supported by solid growth
in employment and incomes and a robust global economy. |
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During the 12-month reporting period, both short- and long-term
Treasury yields experienced periods of volatility. Yields
fluctuated early in the period, given mixed economic data and
shifting expectations regarding the Feds future monetary
policy. Then, after falling during the first three months of
2007, yields moved steadily higher over much of the second
quarter of the year. This was due, in part, to inflationary
fears, a solid job market and mounting |
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. I
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expectations that the Fed would not be cutting short-term rates
in the foreseeable future. Two-year Treasury yields spiked to
5.10% on June 14th, versus 4.58% when the second quarter
began. Ten-year Treasury yields moved up even more dramatically,
cresting at 5.26% on June 12th their highest
rate in five years. In contrast,
10-year Treasury yields
were 4.65% at the end of March 2007. After their highs in mid
June, yields then moved sharply lower, as general economic
concerns regarding the subprime mortgage market triggered a
flight to quality. As of July 31, 2007, yields
on two- and 10-year
Treasuries were 4.56% and 4.78%, respectively. Looking at the
12-month period as a whole, the overall bond market, as measured
by the Lehman Brothers U.S. Aggregate
Indexv,
returned 5.58%. |
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The high yield bond market generated positive results over the
12-month period ended July 31, 2007 despite weakness late
in the fiscal year. For the 12 months ended July 31,
2007, the Citigroup High Yield Market
Indexvi
returned 6.83%. With interest rates relatively low, demand for
higher yielding bonds, overall, remained solid. The high yield
market was further aided by strong corporate profits and low
default rates. |
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Despite periods of weakness, emerging markets debt generated
positive results, as the JPMorgan Emerging Markets Bond Index
Global (EMBI
Global)vii
gained 7.16% during the reporting period. Overall solid demand,
an expanding global economy and strong domestic spending
supported many emerging market countries. |
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Since the close of the reporting period, the
U.S. fixed-income markets have experienced a period of
extreme volatility which has negatively impacted market
liquidity conditions. Initially, the concern on the part of
market participants was limited to the subprime segment of the
mortgage-backed market. However, these concerns have since
broadened to include a wide range of financial institutions and
markets. As a result, other fixed-income instruments have
experienced increased price volatility. |
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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. |
II Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
Special
Shareholder Notices
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On May 17, 2007, the Board of Directors of the Fund
approved changes to the non-fundamental investment policies
relating to the Funds ability to invest in derivative
instruments. |
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Effective June 1, 2007, the Fund may use a variety of
derivative instruments for investment purposes, as well as for
hedging or risk-management purposes. Previously, the Fund had
been limited to the use of derivative instruments for hedging
and risk-management purposes only. The use of derivative
instruments is intended to provide Legg Mason Partners
Fund Advisor, LLC (LMPFA), the Funds
investment manager, and Western Asset Management Company
(Western Asset), the Funds subadviser, greater
flexibility in making investment decisions and opportunity to
seek to achieve the Funds investment objectives. |
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Prior to October 9, 2006, the Fund was known as Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
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In addition, Management would like to remind shareholders that
the Fund will liquidate on or about November 30, 2008 and
will seek to distribute at least $10 per share to investors at
that time. |
Information
About Your Fund
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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. |
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As always, thank you for your confidence in our stewardship of
your assets. We look forward to helping you meet your financial
goals. |
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Sincerely, |
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R. Jay Gerken, CFA |
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Chairman, President and Chief Executive Officer |
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August 30, 2007 |
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. III
All index performance reflects no
deduction for fees, expenses or taxes. Please note that an
investor cannot invest directly in an index.
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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.
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ii |
Source: U.S. Department of
Commerce Bureau of Economic Analysis, 8/30/07.
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iii |
The federal funds rate is the rate
charged by one depository institution on an overnight sale of
immediately available funds (balances at the Federal Reserve) to
another depository institution; the rate may vary from
depository institution to depository institution and from day to
day.
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iv |
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.
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v |
The Lehman Brothers
U.S. Aggregate Index is a broad-based bond index comprised
of government, corporate, mortgage and asset-backed issues,
rated investment grade or higher, and having at least one year
to maturity.
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vi |
The Citigroup High Yield Market
Index is a broad-based unmanaged index of high yield securities.
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vii |
The JPMorgan Emerging Markets Bond
Index Global (EMBI Global) tracks total returns for
U.S. dollar denominated debt instruments issued by emerging
market sovereign and quasi-sovereign entities: Brady bonds,
loans, Eurobonds, and local market instruments. Countries
covered are 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.
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IV Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
Fund Overview
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Q. |
What were the
overall market conditions during the Funds reporting
period? |
A. As
the fiscal year began, the bond market faced a number of
challenges, including signs of economic growth leading to
inflationary pressures and uncertainty regarding the future
actions of the Federal Reserve Board
(Fed)i.
As the period progressed, oil prices moderated, a cooling
housing market triggered an economic slowdown and the Fed
continued to keep short-term interest rates steady at 5.25%.
Over the 12-month
period, there were several instances of increased volatility in
the bond market. This was often triggered by changing
perceptions regarding the economy, inflation and the monetary
policy of the Fed. In addition, there were periodic
flights to quality to higher rated bonds during
periods of stock market unrest and due to general economic
concerns surrounding subprime mortgages.
Overseas, bond prices tended to lag their
U.S. counterparts. While the Fed chose to hold short-term
interest rates steady during the reporting period, several
international central banks increased rates given their stronger
economies and corresponding inflationary pressures.
Performance
Review
For the 12 months ended July 31, 2007, the Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
returned 5.76% based on its net asset value
(NAV)ii
and 10.61% based on its New York Stock Exchange
(NYSE) market price per share. In comparison, the
Funds unmanaged benchmark, the JPMorgan Emerging Markets
Bond Index Global (EMBI
Global)iii,
returned 7.16% and its Lipper Global Income Closed-End Funds
Category
Averageiv
increased 8.37% over the same time frame. Please note that
Lipper performance returns are based on each funds NAV.
During the 12-month period, the Fund made distributions to
shareholders totaling $1.59 per share. The performance table
shows the Funds
12-month total return
based on its NAV and market price as of July 31, 2007.
Past performance is no guarantee of future results.
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Performance Snapshot as of
July 31, 2007 (unaudited) |
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12-Month |
Price Per Share |
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Total Return |
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$10.54 (NAV)
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5.76%
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$10.33 (Market Price)
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10.61%
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All figures represent past
performance and are not a guarantee of future results. |
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Total returns are based on changes
in NAV or market price, respectively. Total returns assume the
reinvestment of all distributions, including returns of capital,
if any, in additional shares.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 1
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Q. |
What were the
most significant factors affecting Fund performance?
What were the leading contributors to performance? |
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A. |
For the majority of the reporting period, the Funds large
overweight to mortgage-backed securities enhanced results. In
addition, a moderate exposure to emerging market debt boosted
returns for much of the period as spreads narrowed towards
historically low levels. |
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Q. |
What were the
leading detractors from performance? |
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A. |
While the Funds mortgage-backed securities and emerging
market debt contributed to performance during the first
10 months of the period, these exposures hurt performance
over the last two months of the fiscal year. Over this time,
volatility increased sharply as investor risk aversion increased
due to the fallout in the subprime mortgage market. In addition,
news regarding the housing market continued to be worse than
anticipated. |
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Q. |
Were there any
significant changes to the Fund during the reporting period?
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A. We
significantly reduced the Funds exposure to emerging
market debt as spreads contracted, and we felt the asset class
was too richly valued. In addition, we reduced the average
duration of the portfolio in anticipation of the Funds
liquidation on or about November 30, 2008.
Looking for
Additional Information?
The Fund is traded under the symbol SBG, and its
closing market price is available in most newspapers under the
NYSE listings. The daily NAV is available on-line under the
symbol XSBGX on most financial websites.
Barrons and The Wall Street Journals
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/InvestorServices.
In a continuing effort to provide information concerning the
Fund, shareholders may call
1-888-777-0102, Monday
through Friday from 8:00 a.m. to 6:00 p.m. Eastern
Time, for the Funds current net asset value, market price
and other information.
Thank you for your investment in Western Asset 2008 Worldwide
Dollar Government Term Trust Inc. As always, we appreciate
that you have chosen us to manage your assets, and we remain
focused on achieving the Funds investment goals.
Sincerely,
Western Asset Management Company
August 13, 2007
2 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
The information provided is not
intended to be a forecast of future events, a guarantee of
future results or investment advice. Views expressed may differ
from those of the firm as a whole.
RISKS: An investment in the Fund is
subject to risks, including the possible loss of the entire
principal amount that you invest. Your shares, at any point, may
be worth less than what you invested, even after taking into
account the reinvestment of Fund dividends and distributions.
The Fund may invest in foreign securities that are subject to
certain risks of overseas investing, including currency
fluctuations and changes in political and economic conditions,
which could result in significant market fluctuations. These
risks are magnified in emerging or developing markets. The Fund
also may invest in derivatives, such as options and futures,
which can be illiquid and harder to value, especially in
declining markets. A small investment in certain derivatives
potentially may have a large impact on the Funds
performance.
All index performance reflects no
deduction for fees, expenses or taxes. Please note that an
investor cannot invest directly in an index.
|
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i |
The Federal Reserve Board
(Fed) is responsible for the formulation of policies
designed to promote economic growth, full employment, stable
prices, and a sustainable pattern of international trade and
payments.
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ii |
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.
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iii |
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.
|
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iv |
Lipper, Inc. is a major independent
mutual-fund tracking organization. Returns are based on the
12-month period ended
July 31, 2007, including the reinvestment of all
distributions, including returns of capital, if any, calculated
among the 13 funds in the Funds Lipper
category. |
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 3
Fund
at a Glance (unaudited)
4 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
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Schedule of Investments
(July 31, 2007) |
WESTERN ASSET 2008 WORLDWIDE DOLLAR
GOVERNMENT TERM TRUST INC.
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Face |
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Amount |
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Security |
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Value |
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MORTGAGE-BACKED
SECURITIES 104.8% |
FHLMC
48.2% |
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Federal Home Loan Mortgage Corp.
(FHLMC):
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$ |
9,974,069 |
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6.126% due 7/1/36 (a)(b)
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$ |
10,004,473 |
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48,268,627 |
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6.182% due 12/1/36 (a)(b)
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48,689,219 |
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23,831,293 |
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5.823% due 1/1/37 (a)(b)
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23,878,450 |
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24,443,052 |
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5.767% due 5/1/37 (a)(b)
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24,443,604 |
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48,371,788 |
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5.917% due 5/1/37 (a)(b)
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48,603,470 |
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Gold:
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530,501 |
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7.000% due 10/1/17-11/1/32
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548,202 |
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20,300,000 |
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5.000% due 8/14/37 (c)
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19,040,771 |
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Total FHLMC |
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175,208,189 |
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FNMA 45.5% |
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Federal National Mortgage
Association (FNMA):
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1,718,116 |
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4.781% due 2/1/35 (a)(b)
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1,716,854 |
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2,414,858 |
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5.052% due 3/1/35 (a)(b)
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2,408,209 |
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18,190,585 |
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5.927% due 12/1/36 (a)(b)
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18,280,810 |
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19,364,966 |
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5.981% due 12/1/36 (a)(b)
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19,429,258 |
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22,294,711 |
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5.525% due 2/1/37 (a)(b)
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22,458,354 |
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28,800,000 |
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5.000% due 8/14/37 (c)
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27,013,507 |
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62,700,000 |
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6.000% due 8/14/37 (c)
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62,121,969 |
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12,000,000 |
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6.500% due 8/14/37 (c)
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12,121,872 |
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Total FNMA |
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165,550,833 |
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GNMA 11.1% |
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40,500,000 |
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Government National Mortgage
Association (GNMA), 6.000% due 8/21/37 (c)
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40,443,057 |
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TOTAL MORTGAGE-BACKED
SECURITIES
(Cost
$381,739,563)
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381,202,079 |
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COLLATERALIZED MORTGAGE
OBLIGATIONS 5.1% |
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Federal Home Loan Mortgage Corp.
(FHLMC):
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11,209,910 |
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Series 2591, Class PI,
PAC-1 IO, 5.500% due 2/15/30 (d)
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1,635,616 |
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4,914,905 |
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Series 2594, Class IO,
PAC IO, 5.000% due 3/15/14 (d)
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113,072 |
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5,140,872 |
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Series 2595, Class WT,
PAC IO, 5.500% due 9/15/22 (d)
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72,160 |
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9,852,905 |
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Series 2603, Class LI,
PAC-1 IO, 5.500% due 9/15/28 (d)
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1,083,902 |
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4,145,693 |
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Series 2617, Class IB,
PAC IO, 4.500% due 8/15/12 (d)
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59,408 |
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5,497,906 |
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Series 2617, Class IE,
PAC IO, 4.500% due 5/15/15 (d)
|
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450,283 |
|
|
9,127,022 |
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|
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Series 2638, Class DI,
PAC IO, 5.000% due 5/15/23 (d)
|
|
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1,511,054 |
|
|
2,652,510 |
|
|
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Series 2639, Class UI,
PAC-1 IO, 5.000% due 3/15/22 (d)
|
|
|
431,907 |
|
|
9,145,140 |
|
|
|
Series 2645, Class IW,
PAC IO, 5.000% due 7/15/26 (d)
|
|
|
659,858 |
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See Notes to Financial Statements.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 5
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Schedule of Investments
(July 31, 2007) (continued) |
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Face |
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Amount |
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Security |
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Value |
|
COLLATERALIZED MORTGAGE
OBLIGATIONS 5.1% (continued) |
$ |
930,735 |
|
|
|
Series 2687, Class IA,
PAC IO, 5.500% due 9/15/22 (d)
|
|
$ |
8,148 |
|
|
1,700,710 |
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|
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Series 2742, Class IL,
PAC IO, 5.000% due 9/15/12 (d)
|
|
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14,357 |
|
|
|
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Federal National Mortgage
Association (FNMA):
|
|
|
|
|
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9,886,172 |
|
|
|
Series 2003-122,
Class IB, IO, 5.000% due 5/25/16 (d)
|
|
|
347,669 |
|
|
8,529,718 |
|
|
|
Series 2004-31, Class IC,
IO, 4.500% due 1/25/14 (d)
|
|
|
317,973 |
|
|
|
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Strip:
|
|
|
|
|
|
16,328,061 |
|
|
|
|
Series 332, Class 2, IO,
6.000% due 3/1/33 (d)
|
|
|
4,260,215 |
|
|
13,906,471 |
|
|
|
|
Series 337, Class 2, IO,
5.000% due 7/1/33 (d)
|
|
|
3,485,097 |
|
|
14,782,017 |
|
|
|
|
Series 352, Class 2, IO,
5.500% due 8/1/34 (d)
|
|
|
3,901,926 |
|
|
899,270 |
|
|
Government National Mortgage
Association (GNMA), Series 2003-12, Class IN, PAC IO,
5.500% due 2/16/28 (d)
|
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16,297 |
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TOTAL COLLATERALIZED MORTGAGE
OBLIGATIONS
(Cost
$14,275,529)
|
|
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18,368,942 |
|
|
CORPORATE BONDS &
NOTES 2.7% |
Capital Markets
1.3% |
|
4,950,000 |
|
|
Credit Suisse First Boston Brazil
(Bahamas) Ltd.,
5.850% due 11/24/08 (b)
|
|
|
4,842,337 |
|
|
Consumer Finance
1.4% |
|
5,000,000 |
|
|
SLM Corp., Senior Notes, 5.330% due
4/18/08 (a)(b)(e)
|
|
|
4,965,035 |
|
|
|
|
|
|
TOTAL CORPORATE BONDS &
NOTES
(Cost
$9,930,194)
|
|
|
9,807,372 |
|
|
MUNICIPAL BONDS
9.8% |
Pennsylvania
1.4% |
|
|
|
|
Westmoreland County, PA, GO,
Refunding, Series G, FGIC-Insured:
|
|
|
|
|
|
2,665,000 |
|
|
|
Zero coupon bond to yield 3.845%
due 6/1/08 (b)
|
|
|
2,582,065 |
|
|
2,515,000 |
|
|
|
Zero coupon bond to yield 3.904%
due 12/1/08 (b)
|
|
|
2,390,005 |
|
|
|
|
|
|
Total Pennsylvania |
|
|
4,972,070 |
|
|
Texas 8.4% |
|
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 (b)
|
|
|
10,660,832 |
|
|
|
|
|
Edinburg, TX, Consolidated ISD, GO,
Refunding School Building, PSFG-Insured:
|
|
|
|
|
|
1,845,000 |
|
|
|
|
Zero coupon bond to yield 3.823%
due 2/15/08 (b)
|
|
|
1,807,565 |
|
|
2,705,000 |
|
|
|
|
Zero coupon bond to yield 3.938%
due 2/15/09 (b)
|
|
|
2,547,353 |
|
See Notes to Financial Statements.
6 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
|
|
|
Schedule of Investments
(July 31, 2007) (continued) |
|
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
Amount |
|
Security |
|
Value |
|
Texas 8.4%
(continued) |
$ |
5,470,000 |
|
|
Harris County, TX, GO,
Series A, FGIC-Insured, zero coupon bond to yield 3.873%
due 8/15/08 (b)
|
|
$ |
5,257,819 |
|
|
10,535,000 |
|
|
Texas State Public Finance
Authority, Capital Appreciation Refunding, MBIA-Insured, zero
coupon bond to yield 3.810% due 2/1/08 (b)
|
|
|
10,336,520 |
|
|
|
|
|
|
Total Texas |
|
|
30,610,089 |
|
|
|
|
|
|
TOTAL MUNICIPAL BONDS
(Cost
$35,514,178)
|
|
|
35,582,159 |
|
|
SOVEREIGN BONDS
13.8% |
Colombia
2.1% |
|
7,135,000 |
|
|
Republic of Colombia, 7.375% due
9/18/37 (b)
|
|
|
7,609,477 |
|
|
Poland
9.2% |
|
|
|
|
Republic of Poland:
|
|
|
|
|
|
16,380,000 |
|
|
|
Par Bonds, 4.000% due
10/27/24 (b)
|
|
|
15,131,025 |
|
|
19,000,000 |
|
|
|
Series RSTA, 4.750% due
10/27/24 (b)
|
|
|
18,444,250 |
|
|
|
|
|
|
Total Poland |
|
|
33,575,275 |
|
|
Russia
2.5% |
|
8,238,600 |
|
|
Russian Federation, 7.500% due
3/31/30 (b)(e)
|
|
|
9,034,140 |
|
|
|
|
|
|
TOTAL SOVEREIGN BONDS
(Cost
$45,636,277)
|
|
|
50,218,892 |
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
WARRANT
3.4% |
|
328,650 |
|
|
Bolivarian Republic of Venezuela,
Oil-linked payment obligations, Expires 4/15/20 (b)
(Cost $0)
|
|
|
12,324,375 |
|
|
|
|
|
|
TOTAL INVESTMENTS BEFORE
SHORT-TERM INVESTMENTS
(Cost
$487,095,741)
|
|
|
507,503,819 |
|
|
See Notes to Financial Statements.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 7
|
|
|
Schedule of Investments
(July 31, 2007) (continued) |
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
Amount |
|
Security |
|
Value |
|
SHORT-TERM
INVESTMENTS 3.3% |
U.S. Government
Agency 0.6% |
$ |
2,200,000 |
|
|
Federal National Mortgage
Association (FNMA), Discount Notes, 5.203% due
3/17/08 (b)(f)(g) (Cost $2,129,888)
|
|
$ |
2,130,938 |
|
Repurchase Agreement
2.7% |
|
9,921,000 |
|
|
Morgan Stanley repurchase agreement
dated 7/31/07, 5.230% due 8/1/07; Proceeds at
maturity $9,922,441; (Fully collateralized by
various U.S. government agency obligations, 0.000% to 5.700% due
3/7/08 to 3/28/17; Market value $11,152,001)
(Cost $9,921,000) (b)
|
|
|
9,921,000 |
|
|
|
|
|
|
TOTAL SHORT-TERM INVESTMENTS
(Cost
$12,050,888)
|
|
|
12,051,938 |
|
|
|
|
|
|
TOTAL INVESTMENTS
142.9% (Cost
$499,146,629#)
|
|
|
519,555,757 |
|
|
|
|
|
Liabilities in Excess of Other
Assets (42.9)%
|
|
|
(155,948,042 |
) |
|
|
|
|
|
TOTAL NET ASSETS
100.0% |
|
$ |
363,607,715 |
|
|
|
|
|
(a) |
|
Variable rate security. Interest
rate disclosed is that which is in effect at July 31, 2007.
|
|
(b) |
|
All or a portion of this security
is segregated for open futures contracts and to-be announced
(TBA) securities.
|
|
(c) |
|
This security is traded on a TBA
basis (See Note 1).
|
|
(d) |
|
Illiquid security.
|
|
(e) |
|
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.
|
|
(f) |
|
Rate shown represents
yield-to-maturity.
|
|
(g) |
|
All or a portion of this security
is held at the broker as collateral for open futures contracts.
|
|
# |
|
Aggregate cost for federal income
tax purposes is $499,172,403.
|
|
|
|
Abbreviations used in this
schedule: |
|
|
|
FGIC
|
|
Financial Guaranty
Insurance Company
|
GO
|
|
General Obligation
|
IO
|
|
Interest Only
|
ISD
|
|
Independent School
District
|
MBIA
|
|
Municipal Bond
Investors Assurance Corporation
|
PAC
|
|
Planned Amortization
Class
|
PSFG
|
|
Permanent School
Fund Guaranty
|
RSTA
|
|
Revolving Short-Term
Agreement
|
STRIP
|
|
Separate Trading of
Registered Interest and Principal
|
See Notes to Financial Statements.
8 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
|
|
|
Statement of Assets and
Liabilities (July 31, 2007) |
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
Investments, at value
(Cost $499,146,629)
|
|
$ |
519,555,757 |
|
|
Cash
|
|
|
751 |
|
|
Interest receivable
|
|
|
3,295,683 |
|
|
Principal paydown receivable
|
|
|
1,635,724 |
|
|
Prepaid expenses
|
|
|
15,628 |
|
|
|
Total Assets
|
|
|
524,503,543 |
|
|
LIABILITIES:
|
|
|
|
|
|
Payable for securities purchased
|
|
|
160,205,941 |
|
|
Payable to broker
variation margin on open futures contracts
|
|
|
304,125 |
|
|
Investment management fee payable
|
|
|
230,974 |
|
|
Directors fees payable
|
|
|
15,469 |
|
|
Accrued expenses
|
|
|
139,319 |
|
|
|
Total Liabilities
|
|
|
160,895,828 |
|
|
Total Net Assets
|
|
$ |
363,607,715 |
|
|
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
|
|
|
16,221,882 |
|
|
Accumulated net realized gain on
investments and futures contracts
|
|
|
9,974,911 |
|
|
Net unrealized appreciation on
investments and futures contracts
|
|
|
19,271,756 |
|
|
Total Net Assets
|
|
$ |
363,607,715 |
|
|
Shares Outstanding
|
|
|
34,510,639 |
|
|
Net Asset Value
|
|
|
$10.54 |
|
|
See Notes to Financial Statements.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 9
|
|
|
Statement of Operations (For the
year ended July 31, 2007) |
|
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
|
Interest
|
|
$ |
23,378,535 |
|
|
Dividends
|
|
|
1,971,900 |
|
|
|
Total Investment
Income
|
|
|
25,350,435 |
|
|
EXPENSES:
|
|
|
|
|
|
Investment management fee (Note 2)
|
|
|
2,829,478 |
|
|
Shareholder reports
|
|
|
87,077 |
|
|
Directors fees
|
|
|
74,626 |
|
|
Audit and tax
|
|
|
60,780 |
|
|
Legal fees
|
|
|
38,045 |
|
|
Transfer agent fees
|
|
|
31,376 |
|
|
Stock exchange listing fees
|
|
|
25,968 |
|
|
Custody fees
|
|
|
14,658 |
|
|
Insurance
|
|
|
9,582 |
|
|
Miscellaneous expenses
|
|
|
9,275 |
|
|
|
Total Expenses
|
|
|
3,180,865 |
|
|
Net Investment Income |
|
|
22,169,570 |
|
|
REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
AND FUTURES CONTRACTS (NOTES 1 AND 3): |
|
|
|
|
|
Net Realized Gain (Loss) From:
|
|
|
|
|
|
|
Investment transactions
|
|
|
14,724,201 |
|
|
|
Futures contracts
|
|
|
(5,727,345 |
) |
|
|
Net Realized Gain
|
|
|
8,996,856 |
|
|
|
Change in Net Unrealized
Appreciation/Depreciation From:
|
|
|
|
|
|
|
Investments
|
|
|
(10,040,537 |
) |
|
|
Futures contracts
|
|
|
339,604 |
|
|
|
Change in Net Unrealized
Appreciation/ Depreciation
|
|
|
(9,700,933 |
) |
|
Net Loss on Investments and
Futures Contracts
|
|
|
(704,077 |
) |
|
Increase in Net Assets From
Operations
|
|
$ |
21,465,493 |
|
|
See Notes to Financial Statements.
10 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
|
|
|
Statements of Changes in Net
Assets (For the years ended July 31,) |
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
22,169,570 |
|
|
$ |
26,233,493 |
|
|
Net realized gain
|
|
|
8,996,856 |
|
|
|
36,590,642 |
|
|
Change in net unrealized
appreciation/depreciation
|
|
|
(9,700,933) |
|
|
|
(35,336,066) |
|
|
|
Increase in Net Assets From
Operations
|
|
|
21,465,493 |
|
|
|
27,488,069 |
|
|
DISTRIBUTIONS TO SHAREHOLDERS
FROM (NOTE 1):
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(20,996,273) |
|
|
|
(22,930,933) |
|
|
Net realized gains
|
|
|
(33,882,545) |
|
|
|
(3,504,217) |
|
|
|
Decrease in Net Assets From
Distributions to Shareholders
|
|
|
(54,878,818) |
|
|
|
(26,435,150) |
|
|
Increase (Decrease) in Net
Assets
|
|
|
(33,413,325) |
|
|
|
1,052,919 |
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
397,021,040 |
|
|
|
395,968,121 |
|
|
|
End of year*
|
|
$ |
363,607,715 |
|
|
$ |
397,021,040 |
|
|
* Includes undistributed net
investment income of:
|
|
|
$16,221,882 |
|
|
|
$14,864,532 |
|
|
See Notes to Financial Statements.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 11
For a share of capital stock outstanding throughout each year
ended July 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
Net Asset Value, Beginning of
Year
|
|
|
$11.50 |
|
|
|
$11.47 |
|
|
|
$10.58 |
|
|
|
$10.19 |
|
|
|
$9.06 |
|
|
Income (Loss) From
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.64 |
|
|
|
0.78 |
|
|
|
0.76 |
|
|
|
0.73 |
|
|
|
0.72 |
|
|
Net realized and unrealized gain
(loss)
|
|
|
(0.01 |
) |
|
|
0.02 |
|
|
|
1.01 |
|
|
|
0.54 |
|
|
|
1.29 |
|
|
Total Income From Operations
|
|
|
0.63 |
|
|
|
0.80 |
|
|
|
1.77 |
|
|
|
1.27 |
|
|
|
2.01 |
|
|
Less Distributions
From:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.61 |
) |
|
|
(0.67 |
) |
|
|
(0.66 |
) |
|
|
(0.73 |
) |
|
|
(0.88 |
) |
|
Net realized gains
|
|
|
(0.98 |
) |
|
|
(0.10 |
) |
|
|
(0.22 |
) |
|
|
(0.15 |
) |
|
|
|
|
|
Total Distributions
|
|
|
(1.59 |
) |
|
|
(0.77 |
) |
|
|
(0.88 |
) |
|
|
(0.88 |
) |
|
|
(0.88 |
) |
|
Net Asset Value, End of
Year
|
|
|
$10.54 |
|
|
|
$11.50 |
|
|
|
$11.47 |
|
|
|
$10.58 |
|
|
|
$10.19 |
|
|
Market Price, End of
Year
|
|
|
$10.33 |
|
|
|
$10.81 |
|
|
|
$11.22 |
|
|
|
$11.01 |
|
|
|
$10.41 |
|
|
Total Return, Based on Net Asset
Value(1)(2)
|
|
|
5.76 |
% |
|
|
7.16 |
% |
|
|
17.28 |
% |
|
|
12.75 |
% |
|
|
22.74 |
% |
|
Total Return, Based on Market
Price(2)
|
|
|
10.61 |
% |
|
|
3.40 |
% |
|
|
10.15 |
% |
|
|
14.50 |
% |
|
|
11.10 |
% |
|
Net Assets, End of Year
(millions)
|
|
|
$364 |
|
|
|
$397 |
|
|
|
$396 |
|
|
|
$365 |
|
|
|
$352 |
|
|
Ratios to Average Net
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
|
|
|
0.83 |
% |
|
|
0.85 |
% |
|
|
0.86 |
% |
|
|
0.87 |
% |
|
|
0.89 |
% |
|
Net expenses
|
|
|
0.83 |
% |
|
|
0.84 |
% (3) |
|
|
0.86 |
% |
|
|
0.87 |
% |
|
|
0.89 |
% |
|
Net investment income
|
|
|
5.81 |
% |
|
|
6.60 |
% |
|
|
6.83 |
% |
|
|
6.84 |
% |
|
|
7.17 |
% |
|
Portfolio Turnover Rate
|
|
|
126 |
% (4) |
|
|
553 |
% (4) |
|
|
102 |
% (4) |
|
|
62 |
% (4) |
|
|
24 |
% |
|
Total mortgage dollar rolls
outstanding, end of period (millions)
|
|
|
$160 |
|
|
|
$381 |
|
|
|
$320 |
|
|
|
$290 |
|
|
|
$357 |
|
|
|
|
(1) |
Performance figures may reflect fee
waivers and/or expense reimbursements. In the absence of fee
waivers and/or expense reimbursements, the total return would
have been lower. Past performance is no guarantee of future
results.
|
|
|
(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 983%,
1,167%, 580%, and 613% for the years ended July 31, 2007,
2006, 2005 and 2004, respectively.
|
See Notes to Financial Statements.
12 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
Notes to Financial
Statements
|
|
1. |
Organization and
Significant Accounting Policies |
Western Asset 2008 Worldwide Dollar Government Term
Trust Inc. (the Fund) (formerly known as
Salomon Brothers 2008 Worldwide Dollar Government Term
Trust Inc.) was incorporated in Maryland on May 24,
1993 and is registered as a non-diversified, closed-end
management investment company under the Investment Company Act
of 1940, as amended, (the 1940 Act). The 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.
The Fund seeks to achieve its investment objective by investing
substantially all (at least 90%) of its assets, under normal
conditions, in securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities, securities issued
or guaranteed by foreign governments (sovereign bonds) and
collateralized in full as to principal due at their maturity by
U.S. government securities and zero-coupon obligations of
municipal issuers. The market prices of the securities in which
the Fund invests are expected to fluctuate with changes in
interest rates and the perceived credit quality of such assets.
The Funds investments in sovereign bonds may be affected
by political, social, economic or diplomatic changes in such
countries and the Funds investment in such securities
increases the risk that the Fund will return less than $10 per
share in the year 2008. In addition, the Funds investment
in mortgage-backed securities is subject to the risk that rapid
principal repayment, including prepayment, may have an adverse
effect on the yield to maturity of such securities.
The following are significant accounting policies consistently
followed by the Fund and are in conformity with U.S. generally
accepted accounting principles (GAAP). Estimates and
assumptions are required to be made regarding assets,
liabilities and changes in net assets resulting from operations
when financial statements are prepared. Changes in the economic
environment, financial markets and any other parameters used in
determining these estimates could cause actual results to differ.
(a) Investment Valuation. Debt securities are valued
at the mean between the bid and asked prices provided by an
independent pricing service that are based on transactions in
debt obligations, quotations from bond dealers, market
transactions in comparable securities and various other
relationships between securities. Equity securities for which
market quotations are available are valued at the last sale
price or official closing price on the primary market or
exchange on which they trade. Publicly traded foreign government
debt securities are typically traded internationally in the
over-the-counter market, and are valued at the mean between the
bid and asked prices as of the close of business of that market.
When prices are not readily available, or are determined not to
reflect fair value, such as when the value of a security has
been significantly affected by events after the close of the
exchange or market on which the security is principally traded,
but before the Fund calculates its net asset value, the Fund may
value these investments at fair value as determined in
accordance with the procedures approved by the Funds Board
of Directors. Short-term obligations with maturities of
60 days or less are valued at amortized cost, which
approximates fair value.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 13
Notes to Financial
Statements (continued)
(b) Repurchase Agreements. When entering into
repurchase agreements, it is the Funds policy that its
custodian or a third party custodian take possession of the
underlying collateral securities, the market value of which, at
all times, at least equals the principal amount of the
repurchase transaction, including accrued interest. To the
extent that any repurchase transaction exceeds one business day,
the value of the collateral is marked-to-market to ensure the
adequacy of the collateral. If the seller defaults, and the
market value of the collateral declines or if bankruptcy
proceedings are commenced with respect to the seller of the
security, realization of the collateral by the Fund may be
delayed or limited.
(c) Reverse Repurchase Agreements. The Fund may
enter into a reverse repurchase agreement in which the Fund
sells a portfolio security at a specified price with an
agreement to purchase the same or substantially the same
security from the same counterparty at a fixed or determinable
price at a future date. When entering into reverse repurchase
agreements, the Funds custodian delivers to the
counterparty liquid assets, the market value of which, at the
inception of the transaction, at least equals the repurchase
price (including accrued interest). The Fund pays interest on
amounts obtained pursuant to reverse repurchase agreements.
Reverse repurchase agreements are considered to be borrowings,
which may create leverage risk to the Fund.
(d) Financial Futures Contracts. The Fund may enter
into financial futures contracts typically to hedge a portion of
the portfolio. Upon entering into a financial futures contract,
the Fund is required to deposit cash or securities as initial
margin, equal to a certain percentage of the contract amount
(initial margin deposit). Additional securities are also
segregated up to the current market value of the financial
futures contracts. Subsequent payments, known as variation
margin, are made or received by the Fund each day,
depending on the daily fluctuation in the value of the
underlying financial instruments. The Fund recognizes an
unrealized gain or loss equal to the daily variation margin.
When the financial futures contracts are closed, a realized gain
or loss is recognized equal to the difference between the
proceeds from (or cost of) the closing transactions and the
Funds basis in the contracts.
The risks associated with entering into financial futures
contracts include the possibility that a change in the value of
the contract may not correlate with the changes in the value of
the underlying financial instruments. In addition, investing in
financial futures contracts involves the risk that the Fund
could lose more than the initial margin deposit and subsequent
payments required for a futures transaction. Risks may also
arise upon entering into these contracts from the potential
inability of the counterparties to meet the terms of their
contracts.
(e) Securities Traded on a To-Be-Announced Basis.
The Fund may trade securities on a to-be-announced
(TBA) basis. In a TBA transaction, the Fund commits
to purchasing or selling securities which have not yet been
issued by the issuer and for which specific information is not
known, such as the face amount and maturity date and the
underlying pool of investments in U.S. government agency
mortgage pass-through securities. Securities purchased on a TBA
basis are not settled until they are delivered to the Fund,
normally 15 to 45 days after purchase. Beginning on the
date the Fund enters into a TBA transaction, cash, U.S.
government securities or other liquid high-grade debt
14 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
Notes to Financial
Statements (continued)
obligations are segregated in an amount equal in value to the
purchase price of the TBA security. These securities are subject
to market fluctuations and their current value is determined in
the same manner as for other securities.
(f) Mortgage Dollar Rolls. The Fund may enter into
dollar rolls in which the Fund sells mortgage-backed securities
for delivery in the current month, realizing a gain or loss, and
simultaneously contracts to repurchase substantially similar
(same type, coupon and maturity) securities to settle on a
specified future date. During the roll period, the Fund forgoes
interest paid on the securities. The Fund is compensated by the
interest earned on the cash proceeds of the initial sale and by
the lower repurchase price at the specified future date. The
Fund maintains a segregated account, the dollar value of which
is at least equal to its obligations with respect to dollar
rolls.
The Fund executes its mortgage dollar rolls entirely in the
to-be-announced (TBA) market, where the Fund makes a
forward commitment to purchase a security and, instead of
accepting delivery, the position is offset by a sale of the
security with a simultaneous agreement to repurchase at a future
date...
The risk of entering into a mortgage dollar roll is that the
market value of the securities the Fund is obligated to
repurchase under the agreement may decline below the repurchase
price. In the event the buyer of securities under a mortgage
dollar roll files for bankruptcy or becomes insolvent, the
Funds use of proceeds of the dollar roll may be restricted
pending a determination by the other party, or its trustee or
receiver, whether to enforce the Funds obligation to
repurchase the securities.
(g) Stripped Securities. The Fund invests in
Stripped Securities, a term used collectively for
stripped fixed income securities. Stripped securities can be
principal only securities (PO), which are debt
obligations that have been stripped of unmatured interest
coupons or, interest only securities (IO), which are
unmatured interest coupons that have been stripped from debt
obligations. As is the case with all securities, the market
value of Stripped Securities will fluctuate in response to
changes in economic conditions, interest rates and the
markets perception of the securities. However,
fluctuations in response to interest rates may be greater in
Stripped Securities than for debt obligations of comparable
maturities that pay interest currently. The amount of
fluctuation increases with a longer period of maturity.
The yield to maturity on IOs is sensitive to the rate of
principal repayments (including prepayments) on the related
underlying debt obligation and principal payments may have a
material effect on yield to maturity. If the underlying debt
obligation experiences greater than anticipated prepayments of
principal, the Fund may not fully recoup its initial investment
in IOs.
(h) Credit and Market Risk. The Fund invests in high
yield and emerging market instruments that are subject to
certain credit and market risks. The yields of high yield and
emerging market debt obligations reflect, among other things,
perceived credit and market risks. The Funds investment in
securities rated below investment grade typically involves risks
not associated with higher rated securities including, among
others, greater risk related to timely and ultimate payment of
interest and principal, greater market price volatility and less
liquid secondary market trading. The consequences of political,
social,
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 15
Notes to Financial
Statements (continued)
economic or diplomatic changes may have disruptive effects on
the market prices of investments held by the Fund. The
Funds investment in non-dollar denominated securities may
also result in foreign currency losses caused by devaluations
and exchange rate fluctuations.
Investments in structured securities 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 the
foreclosure values of underlying real estate properties are
materially below the outstanding amount of these underlying
mortgages, collection of accrued interest and principal on these
investments may be doubtful. Such market conditions may
significantly impair the value of these investments resulting in
a lack of correlation between their credit ratings and values.
(i) Other Risks. Consistent with its objective to
seek high current income, the Fund may invest in instruments
whose values and interest rates are linked to foreign
currencies, interest rates, indices or some other financial
indicator. The value at maturity or interest rates for these
instruments will increase or decrease according to the change in
the indicator to which they are indexed. These securities are
generally more volatile in nature, and the risk of loss of
principal is greater.
(j) Security Transactions and Investment Income.
Security transactions are accounted for on a trade date
basis. Interest income, adjusted for amortization of premium and
accretion of discount, is recorded on the accrual basis.
Dividend income is recorded on the ex-dividend date. The cost of
investments sold is determined by use of the specific
identification method. To the extent any issuer defaults on an
expected interest payment, the Funds policy is to
generally halt any additional interest income accruals and
consider the realizability of interest accrued up to the date of
default.
(k) 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.
(l) Federal and Other Taxes. It is the Funds
policy to comply with the federal income and excise tax
requirements of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies. Accordingly, the
Fund intends to distribute substantially all of its taxable
income and net realized gains on investments, if any, to
shareholders each year. Therefore, no federal income tax
provision is required in the Funds financial statements.
(m) Reclassification. GAAP requires that certain
components of net assets be adjusted to reflect permanent
differences between financial and tax reporting. These
reclassifications have no effect on net assets or net asset
values per share. During the current year, the following
reclassifications have been made:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed Net |
|
Accumulated Net |
|
|
|
|
Investment Income |
|
Realized Gain |
|
(a)
|
|
$ |
184,053 |
|
|
$ |
(184,053 |
) |
|
|
|
(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.
|
16 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
Notes to Financial
Statements (continued)
|
|
2. |
Investment
Management Agreement and Other Transactions with
Affiliates |
Legg Mason Partners Fund Advisor, LLC (LMPFA)
is the Funds investment manager and Western Asset
Management Company (Western Asset) is the
Funds subadviser. LMPFA and Western Asset are wholly-owned
subsidiaries of Legg Mason, Inc. (Legg Mason).
Under the investment management agreement, the Fund pays LMPFA
an investment management fee payable monthly and calculated at
an aggregate annual rate of 0.75% of the Funds average
weekly net assets up to $250 million and 0.725% of the
Funds average weekly net assets in excess of
$250 million.
LMPFA provides administrative and certain oversight services to
the Fund. LMPFA delegates to Western Asset, the day-to-day
portfolio management of the Fund. For its services, LMPFA pays
Western Asset 70% of the net management fee it receives from the
Fund.
Certain officers and one Director of the Fund are employees of
Legg Mason or its affiliates and do not receive compensation
from the Fund.
During the year ended July 31, 2007, the aggregate cost of
purchases and proceeds from sales of investments (excluding
short-term investments and mortgage dollar rolls) and U.S.
Government & Agency Obligations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government & |
|
|
Investments |
|
Agency Obligations |
|
Purchases
|
|
$ |
24,625,608 |
|
|
$ |
875,007,154 |
|
|
Sales
|
|
|
72,273,457 |
|
|
|
643,865,614 |
|
|
At July 31, 2007, the aggregate gross unrealized
appreciation and depreciation of investments for federal income
tax purposes were as follows:
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$ |
22,401,653 |
|
Gross unrealized depreciation
|
|
|
(2,018,299 |
) |
|
Net unrealized appreciation
|
|
$ |
20,383,354 |
|
|
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 17
Notes to Financial
Statements (continued)
At July 31, 2007, the Fund had the following open futures
contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Expiration |
|
Basis |
|
Market |
|
Unrealized |
|
|
Contracts |
|
Date |
|
Value |
|
Value |
|
Gain (Loss) |
|
Contracts to Buy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury 2 Year Notes
|
|
|
243 |
|
|
|
09/07 |
|
|
$ |
49,642,309 |
|
|
$ |
49,799,813 |
|
|
$ |
157,504 |
|
Contracts to Sell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury 10 Year Notes
|
|
|
1,572 |
|
|
|
09/07 |
|
|
|
167,572,312 |
|
|
|
168,867,188 |
|
|
|
(1,294,876 |
) |
|
Net Unrealized Loss on Open Futures
Contracts
|
|
$ |
(1,137,372 |
) |
|
Transactions in reverse repurchase agreements for the Fund
during the year ended July 31, 2007 were as follows:
|
|
|
|
|
Average |
|
Weighted |
|
Maximum |
Daily |
|
Average |
|
Amount |
Balance* |
|
Interest Rate* |
|
Outstanding |
|
$3,182,760
|
|
0.000%
|
|
$3,182,760
|
|
|
|
* |
Average based on the number of days
that the Fund had reverse repurchase agreements outstanding.
|
At July 31, 2007, the Fund had no open reverse repurchase
agreements.
At July 31, 2007, the Fund held TBA securities with a total
cost of $160,205,941.
The average monthly balance of mortgage dollar rolls outstanding
for the Fund for the year ended July 31, 2007 was
approximately $338,845,330. For the year ended July 31,
2007, the Fund recorded interest income of $1,111,647 related to
such mortgage dollar rolls.
|
|
4. |
Distributions
Subsequent to July 31, 2007 |
On August 16, 2007, the Board of Directors of the Fund
declared 3 dividends, each in the amount of $0.0630 per
common share, payable on September 28, 2007,
October 26, 2007 and November 30, 2007 to shareholders
of record on September 21, 2007, October 19, 2007 and
November 23, 2007.
|
|
5. |
Income Tax
Information and Distributions to Shareholders |
The tax character of distributions paid during the fiscal years
ended July 31, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
Distributions paid from:
|
|
|
|
|
|
|
|
|
|
Ordinary Income
|
|
$ |
21,741,703 |
|
|
$ |
25,834,665 |
|
|
Net Long-Term Capital Gains
|
|
|
33,137,115 |
|
|
|
600,485 |
|
|
Total Taxable Distributions
|
|
$ |
54,878,818 |
|
|
$ |
26,435,150 |
|
|
18 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
Notes to Financial
Statements (continued)
As of July 31, 2007, the components of accumulated earnings
on a tax basis were as follows:
|
|
|
|
|
|
Undistributed ordinary
income net
|
|
$ |
10,574,761 |
|
Undistributed long-term capital
gains net
|
|
|
2,115,657 |
|
|
Total undistributed earnings
|
|
|
12,690,418 |
|
Other book/tax temporary
differences (a)
|
|
|
13,532,149 |
|
Unrealized
appreciation/(depreciation) (b)
|
|
|
19,245,982 |
|
|
Total accumulated
earnings/(losses) net
|
|
$ |
45,468,549 |
|
|
|
|
(a) |
Other book/tax temporary
differences are attributable primarily to the realization for
tax purposes of unrealized losses on certain futures contracts,
the Funds retention of tax-exempt income, and differences
in the book/tax treatment of various items.
|
|
(b) |
The difference between book-basis
and tax-basis unrealized appreciation/(depreciation) is
attributable primarily to the difference between book & tax
amortization methods for premiums on fixed income securities.
|
On September 16, 2005, the staff of the
U.S. Securities and Exchange Commission (SEC)
informed Smith Barney Fund Management LLC (SBFM) and
Salomon Brothers Asset Management Inc. (SBAM) that
the staff is considering recommending that the SEC institute
administrative proceedings against SBFM and SBAM for alleged
violations of Section 19(a) and 34(b) of the 1940 Act (and
related
Rule 19a-1). The
notification is a result of an industry wide inspection by the
SEC and is based upon alleged deficiencies in disclosures
regarding dividends and distributions paid to shareholders of
certain funds. Section 19(a) and related
Rule 19a-1 of the
1940 Act generally require funds that are making dividend and
distribution payments to provide shareholders with a written
statement disclosing the source of the dividends and
distributions, and, in particular, the portion of the payments
made from each of net investment income, undistributed net
profits and/or paid-in capital. In connection with the
contemplated proceedings, the staff may seek a cease and desist
order and/or monetary damages from SBFM or SBAM.
Although there can be no assurance, the Funds manager
believes that this matter is not likely to have a material
adverse effect on the Fund.
|
|
7. |
Recent
Accounting Pronouncements |
During June 2006, the Financial Accounting Standards Board
(FASB) issued FASB Interpretation 48
(FIN 48 or the Interpretation),
Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement 109. FIN 48
supplements FASB Statement 109, Accounting for Income Taxes, by
defining the confidence level that a tax position must meet in
order to be recognized in the financial statements. FIN 48
prescribes a comprehensive model for how a fund should
recognize, measure, present, and disclose in its financial
statements uncertain tax positions that the fund has taken or
expects to take on a tax return. FIN 48 requires that the
tax effects of a position be recognized only if it is more
likely than not to be sustained based solely on its
technical merits. Management must be able to conclude that the
tax law, regulations, case law, and other objective information
regarding the technical merits sufficiently support the
positions sustainability with a likelihood of more than
50 percent. FIN 48 is effective for fiscal periods
beginning
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 19
Notes to Financial
Statements (continued)
after December 15, 2006, which for this Fund was
August 1, 2007. At adoption, the financial statements must
be adjusted to reflect only those tax positions that are more
likely than not to be sustained as of the adoption date.
Management of the Fund has determined that adopting FIN 48
will not have a material impact on the Funds financial
statements.
* * *
On September 20, 2006, FASB released Statement of Financial
Accounting Standards No. 157, Fair Value
Measurements (FAS 157). FAS 157 establishes an
authoritative definition of fair value, sets out a framework for
measuring fair value, and requires additional disclosures about
fair value measurements. The application of FAS 157 is required
for fiscal years beginning after November 15, 2007 and
interim periods within those fiscal years. At this time,
management is evaluating the implications of FAS 157 and its
impact on the financial statements has not yet been determined.
20 Western
Asset 2008 Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report
Report of
Independent Registered Public Accounting Firm
The Board of
Directors and Shareholders
Western Asset 2008 Worldwide
Dollar
Government Term
Trust Inc.:
We have audited the accompanying statement of assets and
liabilities, including the schedule of investments, of Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
(formerly Salomon Brothers 2008 Worldwide Dollar Government Term
Trust Inc.) as of July 31, 2007, and the related
statement of operations for the year then ended, and the
statements of changes in net assets for each of the years in the
two-year period then ended and the financial highlights for each
of the years in the three-year period then ended. These
financial statements and financial highlights are the
responsibility of the Funds management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audits. The financial
highlights for each of the years in the two-year period ended
July 31, 2004 were audited by other independent registered
public accountants whose report thereon, dated
September 22, 2004, expressed an unqualified opinion on
those financial highlights.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of
July 31, 2007, by correspondence with the custodian and
brokers or by other appropriate auditing procedures. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of Western Asset 2008 Worldwide
Dollar Government Term Trust Inc. as of July 31, 2007,
and the results of its operations for the year then ended, the
changes in its net assets for each of the years in the two-year
period then ended, and the financial highlights for each of the
years in the three-year period then ended, in conformity with
U.S. generally accepted accounting principles.
New York, New York
September 25, 2007
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 2007 Annual
Report 21
Additional
Information (unaudited)
Information about
Directors and Officers
The business and affairs of Western Asset 2008 Worldwide Dollar
Government Term Trust Inc. (Fund) are managed under
the direction of the Board of Directors. Information pertaining
to the Directors and Officers of the Fund is set forth below:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Portfolios |
|
|
|
|
|
|
|
|
|
|
in Fund |
|
|
|
|
|
|
Term of |
|
|
|
Complex |
|
|
|
|
|
|
Office(1) 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 |
|
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 Nominating and Audit Committees, Class III |
|
Since
2002
|
|
President, Colman Consulting Co.
|
|
|
23 |
|
|
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 Nominating and Audit Committees, Class III |
|
Since
1993
|
|
Formerly Associate General Counsel,
Pfizer Inc.
|
|
|
23 |
|
|
None
|
|
Paolo M. Cucchi
Drew University
108 Brothers College
Madison, NJ 07940
Birth Year: 1941
|
|
Director and Member of the Nominating and Audit Committees, Class III |
|
Since
2007
|
|
Vice President and Dean of College
of Liberal Arts at Drew University
|
|
|
23 |
|
|
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 Nominating and Audit 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
|
|
|
21 |
|
|
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 Nominating and Audit Committees, Class II |
|
Since
2003
|
|
President, W R.
Hutchinson & Associates Inc.; Formerly Group Vice
President, Mergers and Acquisitions, BP Amoco p.l.c.
|
|
|
23 |
|
|
Associated Banc-Corp.
|
22 Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
Additional
Information (unaudited) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Portfolios |
|
|
|
|
|
|
|
|
|
|
in Fund |
|
|
|
|
|
|
Term of |
|
|
|
Complex |
|
|
|
|
|
|
Office(1) 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 |
|
Years |
|
the Fund) |
|
by Director |
|
|
Dr. Riordan Roett
The Johns Hopkins University
1740 Massachusetts Ave, NW
Washington, DC 20036
Birth Year: 1938
|
|
Director and Member of the Nominating and Audit Committees, Class I |
|
Since
1995
|
|
Professor and Director, Latin
America Studies Program, Paul H. Nitze School of Advanced
International Studies, The John Hopkins University
|
|
|
21 |
|
|
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 Nominating and Audit Committees, Class I |
|
Since
1993
|
|
Henry J. Braker Professor of
Commercial Law and formerly Dean, The Fletcher School of Law and
Diplomacy, Tufts University
|
|
|
19 |
|
|
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,
New York, NY 10022
Birth Year: 1951
|
|
Director, Chairman, President and Chief Executive Officer, Class II |
|
Since
2002
|
|
Managing Director, Legg Mason;
Chairman of the Board and Trustee/Director of 150 funds
associated with Legg Mason Partners Fund Advisor, LLC
(LMPFA) and its affiliates; President, LMPFA (since
2006); Chairman, President and Chief Executive Officer of
certain mutual funds associated with Legg Mason & Co.
or its affiliates; formerly, Chairman and Chief Executive
Officer, Travelers Investment Advisers Inc. (from 2002 to 2005)
|
|
|
133 |
|
|
Trustee, Consulting Group Capital
Markets Funds (from 2002 to 2006)
|
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 23
Additional
Information (unaudited) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Portfolios |
|
|
|
|
|
|
|
|
|
|
in Fund |
|
|
|
|
|
|
Term of |
|
|
|
Complex |
|
|
|
|
|
|
Office(1) 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 |
|
Years |
|
the Fund) |
|
by Director |
|
Officers: |
|
|
|
|
|
|
|
|
|
|
Kaprel Ozsolak
Legg Mason
125 Broad Street, 11th Floor
New York, NY 10004
Birth Year: 1965
|
|
Chief Financial Officer and Treasurer |
|
Since
2007
|
|
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 certain predecessor firms of Legg
Mason (from 2002 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
|
|
Director of Global Compliance at
Legg Mason (since 2006); Managing Director of Compliance at Legg
Mason, (since 2005); Chief Compliance Officer with certain
mutual funds associated with Legg Mason (since 2006); Managing
Director of Compliance at Legg Mason or its predecessors (from
2002 to 2005). Prior to 2002, Managing Director
Internal Audit & Risk Review at Citigroup, Inc.
|
|
|
N/A |
|
|
N/A
|
24 Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
Additional
Information (unaudited) (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
Portfolios |
|
|
|
|
|
|
|
|
|
|
in Fund |
|
|
|
|
|
|
Term of |
|
|
|
Complex |
|
|
|
|
|
|
Office(1) 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 |
|
Years |
|
the Fund) |
|
by Director |
|
|
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
predecessor (since 1994); Secretary and Chief Legal Officer of
mutual funds associated with Legg Mason (since 2003); formerly,
Secretary of CFM (from 2001 to 2004)
|
|
|
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 2009, respectively, or thereafter in each case
when their respective successors are duly elected and qualified.
The Funds executive officers are chosen each year at the
first meeting of the Funds Board of Directors following
the Annual Meeting of Stockholders, to hold office until the
meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are duly elected and
qualified.
|
|
(2) |
Mr. Gerken is an
interested person of the Fund as defined in the
Investment Company Act of 1940, as amended, because Mr. Gerken
is an officer of LMPFA and certain of its affiliates.
|
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 25
Annual Chief
Executive Officer and Chief Financial Officer Certifications
(unaudited)
The Funds CEO has submitted to the NYSE the required
annual certification and the Fund also has included the
certifications of the Funds CEO and CFO required by
Section 302 of the Sarbanes-Oxley Act in the Funds
Form N-CSR filed
with the SEC, for the period of this report.
26 Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
Important Tax
Information (unaudited)
The following information is provided with respect to the
distributions paid during the taxable year ended July 31,
2007.
|
|
|
|
|
|
Record Date:
|
|
9/22/2006
|
|
12/22/2006
|
Payable Date:
|
|
9/29/2006
|
|
12/29/2006
|
|
Long-Term Capital Gain Dividend
|
|
$0.063000
|
|
$0.897200
|
|
Please retain this information for your records.
Western Asset 2008
Worldwide Dollar Government Term Trust
Inc. 27
Dividend
Reinvestment Plan (unaudited)
Pursuant to certain rules of the SEC, the following additional
disclosure is provided.
Pursuant to the Funds Dividend Reinvestment Plan (the
Plan), stockholders may elect to have all
distributions, including returns of capital, if any,
automatically reinvested by American Stock Transfer &
Trust Company (the Plan Agent) in Fund shares
pursuant to the Plan. Each registered stockholder will receive
from the Fund, as soon as practicable, an authorization card to
be signed and returned if the stockholder elects to participate
in the Plan. Stockholders who do not participate in the Plan
will receive all distributions in cash paid by check in dollars
mailed directly to the stockholder by the custodian, as dividend
disbursing agent. In the case of stockholders, such as banks,
brokers or nominees, that hold shares for others who are the
beneficial owners, the Plan Agent will administer the Plan on
the basis of the number of shares certified from time to time by
the stockholders as representing the total amount registered in
such stockholders names and held for the account of
beneficial owners who are participants in the Plan. Investors
that own shares registered in the name of a bank, broker-dealer
or other nominee should consult with such nominee as to the
participation in the Plan through such nominee, and may be
required to have their shares registered in their own names in
order to participate in the Plan.
The Plan Agent serves as agent for the stockholders in
administering the Plan. After the Fund declares a distribution,
the Plan Agent will, as agent for the participants, receive the
cash payment and use it to buy Fund shares in the open market,
on the New York Stock Exchange or elsewhere, for the
participants accounts. The Fund will not issue any new
shares in connection with the Plan.
The Plan Agent maintains all stockholder accounts in the Plan
and furnishes written confirmations of all transactions in an
account, including information needed by stockholders for
personal and tax records. Shares in the account of each Plan
participant will be held by the Plan Agent in the name of the
participant, and each stockholders proxy will include
those shares purchased pursuant to the Plan.
There is no charge to participants for reinvesting
distributions. The Plan Agents fees for the reinvestment
of distributions will be paid by the Fund. However, each
participant will pay a pro rata share of brokerage commissions
incurred with respect to the Plan Agents open market
purchases in connection with the reinvestment of distributions.
Brokerage charges for purchasing small amounts of stock for
individual accounts through the Plan are expected to be less
than the usual brokerage charges for such transactions because
the Plan Agent will be purchasing stock for all participants in
blocks and prorating the lower commission thus attainable.
The reinvestment of distributions under the Plan will not
relieve participants of any federal income tax that may be
payable on such distributions.
Experience under the Plan may indicate that changes are
desirable. Accordingly, the Fund and the Plan Agent reserve the
right to terminate the Plan as applied to any distribution paid
subsequent to written notice of the termination sent to members
of the Plan at least 30 days before the record date for
such distribution. The Plan also may be amended by the Fund or
the Plan Agent, but (except when necessary or appropriate to
comply with applicable law, rules or policies of a regulatory
authority) only by at least 30 days written notice to
participants in the Plan. All correspondence concerning the Plan
should be directed to the Plan Agent at 59 Maiden Lane, New
York New York 10038.
28 Western
Asset 2008 Worldwide Dollar Government Term Trust Inc.
|
|
|
Western Asset
|
|
2008 Worldwide
Dollar
|
|
Government Term
Trust Inc.
|
|
DIRECTORS
|
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Leslie H. Gelb
R. Jay Gerken, CFA Chairman
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse
|
|
OFFICERS
|
R. Jay Gerken, CFA
President and
Chief Executive Officer
Kaprel Ozsolak
Chief Financial Officer
and Treasurer
Ted P. Becker
Chief Compliance Officer
Robert I. Frenkel
Secretary and
Chief Legal Officer
|
|
WESTERN ASSET
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 Western Asset 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
WASX010200 9/07 SR07-405
|
|
Western Asset
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 (SEC) for the
first and third quarters of each fiscal year on Form N-Q.
The Funds Forms N-Q are available on the SECs
website at www.sec.gov. The Funds Forms N-Q may be
reviewed and copied at the SECs Public Reference Room in
Washington, D.C., and information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330. To
obtain information on Form N-Q from the Fund, shareholders can
call 1-800-451-2010.
Information on how the Fund voted proxies relating to portfolio
securities during the prior 12-month period ended June 30th
of each year and a description of the policies and procedures
that the Fund uses to determine how to vote proxies relating to
portfolio transactions is available (1) without charge,
upon request, by calling 1-800-451-2010, (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, a member 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. The aggregate fees billed in the last two fiscal years ending July 31,
2006 and July 31, 2007 (the Reporting Periods) for professional services rendered by the
Registrants principal accountant (the Auditor) 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 $53,000 in
2006 and $56,000 in 2007.
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
Registrants financial statements were $1,205 in 2006 and $0 in 2007.
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 Western Asset 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
July 6, 2003 services provided by the Auditor were not required to be pre-approved).
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional
services rendered by PwC or KPMG for tax compliance, tax advice and tax planning (Tax
Services) were $5,988 in 2006 and $5,150 in 2007. These services consisted of (i) review or
preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and
local tax planning, advice and assistance regarding statutory, regulatory or administrative
developments, and (iii) tax advice regarding tax qualification matters and/or treatment of
various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the
Reporting Periods that required pre-approval by the Audit Committee.
d) All Other Fees. There were no other fees billed in the Reporting Periods for products
and services provided by the Auditor, other than the services reported in paragraphs (a) through
(c) of this Item for the Western Asset 2008 Worldwide Dollar Government Term Trust Inc.
All Other Fees. There were no other non-audit services rendered by the Auditor to Smith Barney
Fund Management LLC (SBFM), and any entity controlling, controlled by or under common control
with SBFM that provided ongoing services to Western Asset 2008 Worldwide Dollar Government Term
Trust Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committees preapproval 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 July
implement policies and procedures by which such services are approved other than by the full
Committee.
The Committee shall not approve non-audit services that the Committee believes July impair the
independence of the auditors. As of the date of the approval of this Audit Committee Charter,
permissible non-audit services include any professional services (including tax services), that
are not prohibited services as described below, provided to the Fund by the independent
auditors, other than those provided to the Fund in connection with an audit or a review of the
financial statements of the Fund. Permissible non-audit services July not include: (i)
bookkeeping or other services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation
services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v)
internal audit outsourcing services; (vi) management functions or human resources; (vii) broker
or dealer, investment adviser or investment banking services; (viii) legal services and expert
services unrelated to the audit; and (ix) any other service the Public Company Accounting
Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as:
(i) the aggregate amount of all such permissible non-audit services provided to the Fund, the
Adviser and any service providers controlling, controlled by or under common control with the
Adviser that provide ongoing services to the Fund (Covered Service Providers) constitutes not
more than 5% of the total amount of revenues paid to the independent auditors during the fiscal
year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser
and (c) any entity controlling, controlled by or under common control with the Adviser that
provides ongoing services to the Fund during the fiscal year in which the services are provided
that would have to be approved by the Committee; (ii) the permissible non-audit services were
not recognized by the Fund at the time of the engagement to be non-audit services; and (iii)
such services are promptly brought to the attention of the Committee and approved by the
Committee (or its delegate(s)) prior to the completion of the audit.
(2) For the Legg Mason Partners Investment Trust, the percentage of fees that were approved by
the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2006 and 2007; Tax
Fees were 100% and 0% for 2006 and 2007; and Other Fees were 100% and 0% for 2006 and 2007.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset 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 Western Asset 2008 Worldwide Dollar
Government Term Trust Inc. during the reporting period were $0 in 2007.
(h) Yes. Western Asset 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 Western Asset 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:
William R. Hutchinson
Paolo M. Cucchi
Daniel P. Cronin
Carol L. Colman
Leslie H. Gelb
Dr. Riordan Roett
Jeswald W. Salacuse
b) Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT
COMPANIES.
Proxy Voting Guidelines and Procedures
Legg Mason Partners Fund Advisor, LLC (LMPFA) delegates the responsibility for voting proxies for
the fund to the subadviser through its contracts with the subadviser. The subadviser will use its
own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to
have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies
for any reason, such as the inability of the subadviser to provide investment advisory services,
LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote
proxies until a new subadviser is retained.
The subadvisers Proxy Voting Policies and Procedures govern in determining how proxies relating to
the funds portfolio securities are voted and are provided below. Information regarding how each
fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period
ended June 30 is available without charge (1) by calling 888-425-6432, (2) on the funds website at
http://www.leggmason.com/InvestorServices and (3) on the SECs website at
http://www.sec.gov.
Background
Western Asset Management Company (WA) and Western Asset Management Company Limited (WAML)
(together Western Asset) have adopted and implemented policies and procedures that we believe are
reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance
with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940
(Advisers Act). Our authority to vote the proxies of our clients is established through
investment management agreements or comparable documents, and our proxy voting guidelines have been
tailored to reflect these specific contractual obligations. In addition to SEC requirements
governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and
responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded
from voting proxies, the Department of Labor has determined that the responsibility for these votes
lies with the Investment Manager.
In exercising its voting authority, Western Asset will not consult or enter into agreements with
officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA and
WAML may so consult and agree with each other) regarding the voting of any securities owned by its
clients.
Policy
Western Assets proxy voting procedures are designed and implemented in a way that is reasonably
expected to ensure that proxy matters are handled in the best interest of our clients. While the
guidelines included in the procedures are intended to provide a benchmark for voting standards,
each vote is ultimately cast on a case-by-case basis, taking into consideration Western Assets
contractual obligations to our clients and all other relevant facts and circumstances at the time
of the vote (such that these guidelines may be overridden to the extent Western Asset deems
appropriate).
Procedures
Responsibility and Oversight
The Western Asset Compliance Department (Compliance Department) is responsible for administering
and overseeing the proxy voting process. The gathering of proxies is coordinated through the
Corporate Actions area of Investment Support (Corporate Actions). Research analysts and portfolio
managers are responsible for determining appropriate voting positions on each proxy utilizing any
applicable guidelines contained in these procedures.
Client Authority
Prior to August 1, 2003, all existing client investment management agreements (IMAs) will be
reviewed to determine whether Western Asset has authority to vote client proxies. At account
start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. If an
agreement is silent on proxy voting, but contains an overall delegation of discretionary authority
or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for
proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy Recipients) that
receive proxy materials on behalf of clients should forward them to Corporate Actions. Prior to
August 1, 2003, Proxy Recipients of existing clients will be reminded of the appropriate routing to
Corporate Actions for proxy materials received and reminded of their responsibility to forward all
proxy materials on a timely basis. Proxy Recipients for new clients (or, if Western Asset becomes
aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient
for the existing client) are notified at start-up of appropriate routing to Corporate Actions of
proxy materials received and reminded of their responsibility to forward all proxy materials on a
timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they
should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Compliance
Department for coordination and the following actions:
a. Proxies are reviewed to determine accounts impacted.
b. Impacted accounts are checked to confirm Western Asset voting authority.
c. Compliance Department staff reviews proxy issues to determine any material
conflicts of interest. (See conflicts of interest section of these procedures for
further information on determining material conflicts of interest.)
d. If a material conflict of interest exists, (i) to the extent reasonably
practicable and permitted by applicable law, the client is promptly notified, the
conflict is disclosed and Western Asset obtains the clients proxy voting
instructions, and (ii) to the extent that it is not reasonably practicable or
permitted by applicable law to notify the client and obtain such instructions (e.g.,
the client is a mutual fund or other commingled vehicle
or is an ERISA plan client), Western Asset seeks voting instructions from an
independent third party.
e. Compliance Department staff provides proxy material to the appropriate
research analyst or portfolio manager to obtain their recommended vote. Research
analysts and portfolio managers determine votes on a case-by-case basis taking into
account the voting guidelines contained in these procedures. For avoidance of doubt,
depending on the best interest of each individual client, Western Asset may vote the
same proxy differently for different clients. The analysts or portfolio managers
basis for their decision is documented and maintained by the Compliance Department.
f. Compliance Department staff votes the proxy pursuant to the instructions
received in (d) or (e) and returns the voted proxy as indicated in the proxy
materials.
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the
proxy gathering and proxy voting steps noted above can be completed before the applicable deadline
for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and
ERISA DOL Bulletin 94-2. These records include:
a. A copy of Western Assets policies and procedures.
b. Copies of proxy statements received regarding client securities.
c. A copy of any document created by Western Asset that was material to making a
decision how to vote proxies.
d. Each written client request for proxy voting records and Western Assets
written response to both verbal and written client requests.
e. A proxy log including:
1. Issuer name;
2. Exchange ticker symbol of the issuers shares to be voted;
3. Council on Uniform Securities Identification Procedures
(CUSIP) number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a
shareholder of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation
of the issuers management team.
Records are maintained in an easily accessible place for five years, the first two in Western
Assets offices.
Disclosure
Part II of both the WA Form ADV and the WAML Form ADV contain a description of Western Assets
proxy policies. Prior to August 1, 2003, Western Asset will deliver Part II of its revised Form ADV
to all existing clients, along with a letter identifying the new disclosure. Clients will be
provided a copy of these policies and procedures upon request. In addition, upon request, clients
may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Compliance Department for material conflicts of interest. Issues to
be reviewed include, but are not limited to:
1. Whether Western Asset (or, to the extent required to be considered by
applicable law, its affiliates) manages assets for the company or an employee group of
the company or otherwise has an interest in the company;
2. Whether Western Asset or an officer or director of Western Asset or the
applicable portfolio manager or analyst responsible for recommending the proxy vote
(together, Voting Persons) is a close relative of or has a personal or business
relationship with an executive, director or person who is a candidate for director of
the company or is a participant in a proxy contest; and
3. Whether there is any other business or personal relationship where a Voting
Person has a personal interest in the outcome of the matter before shareholders.
Voting Guidelines
Western Assets substantive voting decisions turn on the particular facts and circumstances of each
proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples
outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders.
Part I deals with proposals which have been approved and are recommended by a companys board of
directors; Part II deals with proposals submitted by shareholders for inclusion in proxy
statements; Part III addresses issues relating to voting shares of investment companies; and Part
IV addresses unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve proposals made by a
company itself that have been approved and recommended by its board of directors. In view of the
enhanced corporate governance practices currently being implemented in public companies, Western
Asset generally votes in support of decisions
reached by independent boards of directors. More specific guidelines related to certain
board-approved proposals are as follows:
1.
Matters relating to the Board of Directors
Western Asset votes proxies for the election of the companys nominees for
directors and for board-approved proposals on other matters relating to the board of
directors with the following exceptions:
a. Votes are withheld for the entire board of directors if the board
does not have a majority of independent directors or the board does not have
nominating, audit and compensation committees composed solely of independent
directors.
b. Votes are withheld for any nominee for director who is considered an
independent director by the company and who has received compensation from the
company other than for service as a director.
c. Votes are withheld for any nominee for director who attends less than
75% of board and committee meetings without valid reasons for absences.
d. Votes are cast on a case-by-case basis in contested elections of
directors.
2. Matters relating to Executive Compensation
Western Asset generally favors compensation programs that relate executive compensation
to a companys long-term performance. Votes are cast on a case-by-case basis on
board-approved proposals relating to executive compensation, except as follows:
a. Except where the firm is otherwise withholding votes for the entire
board of directors, Western Asset votes for stock option plans that will result in
a minimal annual dilution.
b. Western Asset votes against stock option plans or proposals that
permit replacing or repricing of underwater options.
c. Western Asset votes against stock option plans that permit issuance
of options with an exercise price below the stocks current market price.
d. Except where the firm is otherwise withholding votes for the entire
board of directors, Western Asset votes for employee stock purchase plans that
limit the discount for shares purchased under the plan to no more than 15% of
their market value, have an offering period of 27 months or less and result in
dilution of 10% or less.
3. Matters relating to Capitalization
The management of a companys capital structure involves a number of important issues,
including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes
on a case-by-case basis on board-approved proposals involving changes to a companys
capitalization except where Western Asset is otherwise withholding votes for the entire
board of directors.
a. Western Asset votes for proposals relating to the authorization of
additional common stock.
b. Western Asset votes for proposals to effect stock splits (excluding
reverse stock splits).
c. Western Asset votes for proposals authorizing share repurchase
programs.
4. Matters relating to Acquisitions, Mergers, Reorganizations and Other
Transactions
Western Asset votes these issues on a case-by-case basis on board-approved
transactions.
5. Matters relating to Anti-Takeover Measures
Western Asset votes against board-approved proposals to adopt anti-takeover measures
except as follows:
a. Western Asset votes on a case-by-case basis on proposals to ratify or
approve shareholder rights plans.
b. Western Asset votes on a case-by-case basis on proposals to adopt
fair price provisions.
6. Other Business Matters
Western Asset votes for board-approved proposals approving such routine business
matters such as changing the companys name, ratifying the appointment of auditors and
procedural matters relating to the shareholder meeting.
a. Western Asset votes on a case-by-case basis on proposals to amend a
companys charter or bylaws.
b. Western Asset votes against authorization to transact other
unidentified, substantive business at the meeting.
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy
statement. These proposals generally seek to change some aspect of a companys corporate governance
structure or to change some aspect of its business operations. Western Asset votes in accordance
with the recommendation of the companys board of directors on all shareholder proposals, except as
follows:
1. Western Asset votes for shareholder proposals to require shareholder approval of
shareholder rights plans.
2. Western Asset votes for shareholder proposals that are consistent with Western
Assets proxy voting guidelines for board-approved proposals.
3. Western Asset votes on a case-by-case basis on other shareholder proposals where the
firm is otherwise withholding votes for the entire board of directors.
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or closed-end investment companies to implement its
investment strategies. Shareholder votes for investment companies that fall within the categories
listed in Parts I and II above are voted in accordance with those guidelines.
1. Western Asset votes on a case-by-case basis on proposals relating to changes in the
investment objectives of an investment company taking into account the original intent
of the fund and the role the fund plays in the clients portfolios.
2. Western Asset votes on a case-by-case basis all proposals that would result in
increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory
arrangements or approve fund mergers) taking into account comparable expenses for
similar funds and the services to be provided.
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in foreign issuers i.e.
issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a
U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are
premised on the existence of a sound corporate governance and disclosure framework. These
guidelines, however, may not be appropriate under some circumstances for foreign issuers and
therefore apply only where applicable.
1. Western Asset votes for shareholder proposals calling for a majority of the
directors to be independent of management.
2. Western Asset votes for shareholder proposals seeking to increase the independence
of board nominating, audit and compensation committees.
3. Western Asset votes for shareholder proposals that implement corporate governance
standards similar to those established under U.S. federal law and the listing
requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the
jurisdiction under which the company is incorporated.
4. Western Asset votes on a case-by-case basis on proposals relating to (1) the
issuance of common stock in excess of 20% of a companys outstanding
common stock where shareholders do not have preemptive rights, or (2) the issuance of
common stock in excess of 100% of a companys outstanding common stock where
shareholders have preemptive rights.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1):
|
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|
|
|
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
|
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Since 2006
|
|
Co-portfolio manager of the
fund; employee of SBAM since
2006 and portfolio manager
and research analyst at
Western Asset since 1994. |
|
|
|
|
|
Edward
A. Moody
Western Asset
385 East Colorado
Blvd. Pasadena, CA
91101
|
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Since 2007
|
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Co-portfolio manager of the fund;
portfolio manager at Western Asset since 1985. |
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|
|
|
Michael C. Buchanan
Western Asset
385 East Colorado
Blvd. Pasadena, CA
91101
|
|
Since 2006
|
|
Co-portfolio manager of the fund; Managing Director and head of U.S. Credit Products
from 2003-2005 at Credit Suisse Asset Management; Executive Vice President and
portfolio manager for Janus Capital in 2003; Managing Director and head of High
Yield Trading from 1998-2003 at Blackrock Financial Management. |
|
|
|
|
|
NAME AND ADDRESS |
|
LENGTH OF |
|
PRINCIPAL OCCUPATION(S) DURING |
ADDRESS |
|
TIME SERVED |
|
PAST 5 YEARS |
Jeffrey D. Van Schaick
Western Asset
385 East Colorado
Blvd. Pasadena, CA
91101
|
|
Since 2007
|
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Co-portfolio manager of the fund; portfolio manager and research analyst at Western Asset since 1981. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect
to the funds portfolio managers for the fund. Unless noted otherwise, all
information is provided as of July 31, 2007.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for
which the funds portfolio managers have day-to-day management responsibilities
and the total assets in such accounts, within each of the following categories:
registered investment companies, other pooled investment vehicles, and other
accounts. For each category, the number of accounts and total assets in the
accounts where fees are based on performance is also indicated.
|
|
|
|
|
|
|
|
|
Registered |
|
Other Pooled |
|
|
Portfolio |
|
Investment |
|
Investment |
|
Other |
Manager(s) |
|
Companies |
|
Vehicles |
|
Accounts |
|
|
|
|
|
|
|
S. Kenneth Leech
|
|
115 registered investment
companies with $110.4
billion in total assets
under management
|
|
224 Other pooled
investment vehicles
with $197.3 billion in assets
under management
|
|
1,103 Other accounts with
$303.6 billion in total
assets under management* |
|
|
|
|
|
|
|
Stephen A. Walsh
|
|
115 registered investment
companies with $110.4
billion in total assets
under management
|
|
224 Other pooled
investment vehicles
with $188.9 billion in assets
under management
|
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1,103 Other accounts with
$284.8 billion in total
assets under
management* |
|
|
|
|
|
|
|
Keith J. Gardner
|
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7 registered investment
companies with $1.3
billion in total assets
under management
|
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6 Other pooled
investment vehicles
with $1.52 billion in assets
under management
|
|
1 Other account with
$0.014 billion in total
assets under
management** |
|
|
|
|
|
|
|
Edward A. Moody
|
|
2 registered investment
Companies with $0.413
billion in total assets
under management
|
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1 Other pooled
investment vehicle
with $0.094 billion in
assets under management
|
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98 Other accounts
with $18.9 billion
in total assets under management*** |
|
|
|
|
|
|
|
Michael C. Buchanan
|
|
14 registered investment
companies with $7.75
billion in total assets
under management
|
|
5 Other pooled
investment vehicles
with $4.19 billion in assets
under management
|
|
12 Other accounts with
$1.13 billion in total
assets under
management |
|
|
|
|
|
|
|
|
|
Registered |
|
Other Pooled |
|
|
Portfolio |
|
Investment |
|
Investment |
|
Other |
Manager(s) |
|
Companies |
|
Vehicles |
|
Accounts |
Jeffrey D. Van Schaick
|
|
4 registered investment
Companies with $1.35
billion in total assets
Under management
|
|
0 Other pooled
investment vehicles
|
|
19 Other accounts
with $3.89 billion
in total assets under management*** |
|
|
|
* |
|
Includes 97 accounts managed, totaling $33.8 billion, for which advisory fee is performance based. |
|
** |
|
Includes 1 account managed, totaling $14.3 million, for which advisory fee is performance based. |
|
*** |
|
Includes 8 accounts managed, totaling $3.05 billion, for which advisory fee is performance based. |
|
**** |
|
Includes 3 accounts managed, totaling 0.65 billion, for which advisory fee is performance based. |
|
|
|
The numbers above reflect the overall number of portfolios managed by employees of Western
Asset Management Company (Western Asset). Mr. Leech and Mr. Walsh are involved in the management
of all the 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. |
(a)(3): Portfolio Manager Compensation
With respect to the compensation of the portfolio managers, the Advisers compensation system
assigns each employee a total compensation target and a respective cap, which are derived from
annual market surveys that benchmark each role with their job function and peer universe. This
method is designed to reward employees with total compensation reflective of the external market
value of their skills, experience, and ability to produce desired results.
Standard compensation includes competitive base salaries, generous employee benefits, and a
retirement plan.
In addition, employees are eligible for bonuses. These are structured to closely align the
interests of employees with those of the Advisers, and are determined by the professionals 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 managers investment
performance versus appropriate peer groups and benchmarks. Because portfolio managers are
generally responsible for multiple accounts (including the Portfolio) with similar investment
strategies, they are compensated on the performance of the aggregate group of similar accounts,
rather than a specific account. A smaller portion of a bonus payment is derived from factors that
include client service, business development, length of service to the Adviser, management or
supervisory responsibilities, contributions to developing business strategy and overall
contributions to the 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.
Potential Conflicts of Interest
Potential conflicts of interest may arise in connection with the management of multiple
accounts (including accounts managed in a personal capacity). These could include potential
conflicts of interest related to the knowledge and timing of a Portfolios trades, investment
opportunities and broker selection. Portfolio managers may be privy to the size, timing and
possible market impact of a Portfolios trades.
It is possible that an investment opportunity may be suitable for both a Portfolio and other
accounts managed by a portfolio manager, but may not be available in sufficient quantities for both
the Portfolio and the other accounts to participate fully. Similarly, there may be limited
opportunity to sell an investment held by a Portfolio and another account. A conflict may arise
where the portfolio manager may have an incentive to treat an account preferentially as compared to
a Portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers
or an affiliate has an interest in the account. The Advisers have adopted procedures for
allocation of portfolio transactions and investment opportunities across multiple client accounts
on a fair and equitable basis over time. All eligible accounts that can participate in a trade
share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of
interest. Trades are allocated among similarly managed accounts to maintain consistency of
portfolio strategy, taking into account cash availability, investment restrictions and guidelines,
and portfolio composition versus strategy.
With respect to securities transactions for the Portfolios, the Advisers determine which broker or
dealer to use to execute each order, consistent with their duty to seek best execution of the
transaction. However, with respect to certain other accounts (such as pooled investment vehicles
that are not registered investment companies and other accounts managed for organizations and
individuals), the Advisers may be limited by the client with respect to the selection of brokers or
dealers or may be instructed to direct trades through a particular broker or dealer. In these
cases, trades for a Portfolio in a particular security may be placed separately from, rather than
aggregated with, such other accounts. Having separate transactions with respect to a security may
temporarily affect the market price of the security or the execution of the transaction, or both,
to the possible detriment of a Portfolio or the other account(s) involved. Additionally, the
management of multiple Portfolios and/or other accounts may result in a portfolio manager devoting
unequal time and attention to the management of each Portfolio and/or other account.
It is theoretically possible that portfolio managers could use information to the advantage of
other accounts they manage and to the possible detriment of a Portfolio. For example, a portfolio
manager could short sell a security for an account immediately prior to a Portfolios sale of that
security. To address this conflict, the Advisers have adopted procedures for reviewing and
comparing selected trades of alternative investment accounts (which may make directional trades
such as short sales) with long only accounts (which include the Portfolios) for timing and pattern
related issues. Trading decisions for alternative investment and long only accounts may not be
identical even though the same Portfolio Manager may manage both types of accounts. Whether the
Adviser allocates a particular investment opportunity to only alternative investment accounts or to
alternative investment and long only accounts will depend on the investment strategy being
implemented. If, under the circumstances, an investment opportunity is appropriate for both its
alternative investment and long only accounts, then it will be allocated to both on a pro-rata
basis.
A portfolio manager may also face other potential conflicts of interest in managing a Portfolio,
and the description above is not a complete description of every conflict of interest that could be
deemed to exist in managing both a Portfolio and the other accounts listed above.
(a)(4): Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each
portfolio managers as of May 31, 2007.
|
|
|
|
|
Dollar Range of |
|
|
Portfolio Securities |
Portfolio Manager(s) |
|
Beneficially Owned |
S. Kenneth Leech
|
|
$100,001 - 500,000 |
Stephen A. Walsh
|
|
None |
Keith J. Gardner
|
|
None |
Edward A. Moody
|
|
None |
Michael C. Buchanan
|
|
None |
Jeffrey D. Van Schrick
|
|
None |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED
PURCHASERS.
Not applicable.
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) (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.
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 2008 Worldwide Dollar Government Term Trust Inc.
|
|
|
|
|
By:
|
|
/s/ R. Jay Gerken |
|
|
|
|
|
|
|
|
|
(R. Jay Gerken) |
|
|
|
|
Chief Executive Officer of
|
|
|
|
|
Western Asset 2008 Worldwide Dollar Government Term Trust Inc. |
|
|
|
|
|
|
|
Date:
|
|
October 5, 2007 |
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company
Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
|
|
|
|
|
By:
|
|
/s/ R. Jay Gerken |
|
|
|
|
|
|
|
|
|
(R. Jay Gerken) |
|
|
|
|
Chief Executive Officer of
Western Asset 2008 Worldwide Dollar Government Term Trust Inc. |
|
|
|
|
|
|
|
Date:
|
|
October 5, 2007 |
|
|
|
|
|
|
|
By:
|
|
/s/ Kaprel Ozsolak |
|
|
|
|
|
|
|
|
|
(Kaprel Ozsolak) |
|
|
|
|
Chief Financial Officer of |
|
|
|
|
Western Asset 2008 Worldwide Dollar Government Term Trust Inc. |
|
|
|
|
|
|
|
Date:
|
|
October 5, 2007 |
|
|