CERTIFIED SHAREHOLDER REPORT
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
Salomon Brothers 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 Fl.
Stamford, CT 06902
(Name and address of agent for service)
Registrants telephone number, including area code: (800) 725-6666
Date of fiscal year end: July 31
Date of reporting period: January 31, 2006
ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
[INSERT SHAREHOLDER REPORT]
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Salomon Brothers
2008 Worldwide Dollar
Government Term Trust Inc.
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SEMI-ANNUAL
REPORT
INVESTMENT PRODUCTS: NOT
FDIC INSUREDNO BANK GUARANTEEMAY LOSE
VALUE
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Salomon Brothers
2008 Worldwide Dollar
Government Term Trust Inc.
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Semi-Annual January 31, 2006
Whats
Inside
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Fund
Objective
The investment objective of the Fund is to manage a portfolio
of fixed income securities so as to return $10 per share to
investors on or about November 30, 2008 while providing
high monthly income. No assurance can be given that the
Funds investment objective will be achieved.
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Letter from the Chairman
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I
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Fund at a Glance
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1
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Schedule of Investments
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2
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Statement of Assets and Liabilities
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7
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Statement of Operations
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8
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Statements of Changes in Net Assets
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9
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Financial Highlights
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10
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Notes to Financial Statements
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11
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Board Approval of Management Agreement
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18
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Additional Shareholder Information
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25
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Dividend Reinvestment Plan
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26
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Under a licensing agreement between Citigroup and
Legg Mason, the names of funds, the names of any classes of
shares of funds, and the names of investment managers of funds,
as well as all logos, trademarks and service marks related to
Citigroup or any of its affiliates (Citi Marks) are
licensed for use by Legg Mason. Citi Marks include, but are not
limited to, Smith Barney, Salomon
Brothers, Citi and Citigroup Asset
Management. Legg Mason and its affiliates, as well as the
Funds investment manager, are not affiliated with
Citigroup.
All Citi Marks are owned by Citigroup, and are
licensed for use until no later than one year after the date of
the licensing agreement.
R. Jay Gerken, CFA
Chairman and Chief Executive
Officer
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Dear Shareholder,
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Despite numerous obstacles, including rising
short-term interest rates, surging oil prices, a destructive
hurricane season, and geopolitical issues, the U.S. economy
continued to expand during the reporting period. After a
3.3% advance in the second quarter of 2005, gross domestic
product (GDP)i growth was 4.1% in the
third quarter. However, there were mixed economic signals in the
fourth quarter. While the Labor Department announced that the
unemployment rate fell to 4.7% in December, its lowest level in
four years, fourth quarter GDP growth was 1.6%, lower than
expected.
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Given the overall strength of the economy and
inflationary pressures, the Federal Reserve Board
(Fed)ii continued to raise interest rates
throughout the period. After raising rates nine times from June
2004 through July 2005, the Fed increased its target for the
federal funds rateiii in 0.25% increments five
additional times over the reporting period. This represents the
longest sustained Fed tightening cycle since the 1970s. All
told, the Feds fourteen rate hikes have brought the target
for the federal funds rate from 1.00% to 4.50%.
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Given the Feds actions and high oil prices
fueling inflationary concerns, both short- and long-term yields
rose over the reporting period. During the six months ended
January 31, 2006, two- year Treasury yields rose from 4.04%
to 4.54%. Over the same period, 10-year Treasury yields moved
from 4.32% to 4.53%. At the end of the reporting period, the
yield curve was slightly inverted, as the yield on two-year
Treasuries surpassed that of 10-year Treasuries. This anomaly
has historically foreshadowed an economic slowdown or recession.
Looking at the six-month period as a whole, the overall bond
market, as measured by the Lehman Brothers U.S. Aggregate
Indexiv, returned 0.84%.
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After a weak start, mortgage securities generated
positive results during the last three months of the reporting
period.
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Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. I
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Throughout the period, the mortgage market as a
whole was impacted by relatively low levels of volatility and
the uncertainty surrounding the Feds monetary policy. As
the period progressed, collateralized mortgage obligations
(CMOs) performed relatively well while commercial
mortgage-backed securities (CMBS) faltered. Looking at the
six-month period ended January 31, 2006, the Citigroup
Mortgage Securities Indexv returned 1.29%.
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Emerging markets debt continued to produce strong
results over the reporting period, as the JPMorgan Emerging
Markets Bond Index Global (EMBI Global)vi
returned 6.87%. Many emerging market countries have improved
their balance sheets in recent years. In addition, strong
domestic demand and high energy and commodity prices supported
many emerging market countries. This more than offset the
potential negatives associated with rising U.S. interest
rates.
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For the six months ended January 31, 2006,
the Salomon Brothers 2008 Worldwide Dollar Government Term Trust
Inc. returned 4.53%, based on its net asset value
(NAV)vii and -0.21% based on its New York
Stock Exchange (NYSE) market price per share. In
comparison, the Funds unmanaged benchmarks, the Citigroup
Mortgage Securities Index and the EMBI Global returned 1.29% and
6.87%, respectively, for the same period. The Lipper Global
Income Closed-End Funds Category Averageviii
increased 3.29% over the same time frame. Please note that
Lipper performance returns are based on each funds NAV per
share.
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During this six-month period, the Fund made
distributions to shareholders totaling $0.3880 per share,
(which may have included a return of capital). The performance
table shows the Funds six-month total return based on its
NAV and market price as of January 31, 2006. Past
performance is no guarantee of future results.
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Performance Snapshot as of January 31,
2006 (unaudited) |
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6-Month |
Price Per Share |
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Total Return |
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$11.59 (NAV)
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4.53% |
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$10.80 (Market Price)
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-0.21% |
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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.
II Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
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Special Shareholder
Notice |
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On December 1, 2005, Citigroup Inc.
(Citigroup) completed the sale of substantially all
of its asset management business, Citigroup Asset Management
(CAM), to Legg Mason, Inc. (Legg Mason).
As a result, the Funds investment adviser (the
Manager), previously an indirect wholly-owned
subsidiary of Citigroup, became a wholly-owned subsidiary of
Legg Mason. Completion of the sale caused the Funds
existing investment management contract to terminate. The
Funds shareholders previously approved a new investment
management contract between the Fund and the Manager, which
became effective on December 1, 2005.
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As previously described in proxy statements that
were mailed to shareholders of the Fund in connection with the
transaction, Legg Mason intends to combine the fixed-income
operations of the Manager with those of Legg Masons
wholly-owned subsidiary, Western Asset Management Company, and
its affiliates, (Western Asset). This combination
will involve Western Asset and the Manager sharing common
systems and procedures, employees (including portfolio
managers), investment trading platforms, and other resources. At
a future date, Legg Mason expects to recommend to the Board of
Directors of the Fund that Western Asset be appointed as the
advisor or sub-advisor to the Fund, subject to applicable
regulatory requirements.
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The portfolio management team of S. Kenneth
Leech, Stephen A. Walsh, Keith J. Gardner and Matthew C. Duda is
expected to assume portfolio management responsibilities for the
Fund on or about March 17, 2006. Mr. Leech,
Mr. Walsh, Mr. Gardner and Mr. Duda have been
employed by Western Asset for more than five years.
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The Board will be working with the Manager,
Western Asset, and the portfolio managers to implement an
orderly combination of the Managers fixed-income
operations and Western Asset in the best interests of the Fund
and its shareholders.
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Information About Your
Fund |
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As you may be aware, several issues in the mutual
fund industry have come under the scrutiny of federal and state
regulators. The Funds Manager and some of its affiliates
have received requests for information from various government
regulators regarding market timing, late trading, fees, and
other mutual fund issues in connection with various
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Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. III
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investigations. The regulators appear to be
examining, among other things, the open-end funds response
to market timing and shareholder exchange activity, including
compliance with prospectus disclosure related to these subjects.
The Fund has been informed that the Manager and its affiliates
are responding to those information requests, but are not in a
position to predict the outcome of these requests and
investigations.
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Important information concerning the Fund and its
Manager with regard to recent regulatory developments is
contained in the Notes to Financial Statements included in this
report.
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Looking for Additional
Information? |
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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 symbol XSBGX. Barrons and
The Wall Street Journals Monday editions carry
closed-end fund tables that will 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.citigroupam.com.
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In a continuing effort to provide information
concerning the Fund, shareholders may call 1-888-777-0102 or
1-800-SALOMON (toll free), Monday through Friday from
8:00 a.m. to 6:00 p.m. Eastern Time, for the
Funds current NAV, market price, and other information. As
always, thank you for your confidence in our stewardship of your
assets. We look forward to helping you continue to meet your
financial goals.
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Sincerely,
R. Jay Gerken, CFA
Chairman and Chief Executive Officer
February 17, 2006
IV Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
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 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 |
Gross domestic product is a market value of goods
and services produced by labor and property in a given country.
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ii |
The Federal Reserve Board is responsible for the
formulation of a policy designed to promote economic growth,
full employment, stable prices, and a sustainable pattern of
international trade and payments.
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iii |
The federal funds rate is the interest rate that
banks with excess reserves at a Federal Reserve district bank
charge other banks that need overnight loans.
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iv |
The Lehman Brothers U.S. Aggregate Index is a
broad-based bond index comprised of government, corporate,
mortgage and asset-backed issues, rated investment grade or
higher, and having at least one year to maturity.
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v |
The Citigroup Mortgage Securities Index is the
mortgage component of the Citigroup Broad Investment-Grade Bond
Index. It includes 30- and 15-year GNMA, Fannie Mae and Freddie
Mac pass-throughs, and Fannie Mae and Freddie Mac balloon
mortgages.
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vi |
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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vii |
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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viii |
Lipper, Inc. is a major independent mutual-fund
tracking organization. Returns are based on the 6-month period
ended January 31, 2006, including the reinvestment of
distributions, including returns of capital, if any, calculated
among the 10 funds in the Funds Lipper category, and
excluding sales charges.
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Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. V
(This page intentionally left blank)
Fund at a
Glance (unaudited)
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 1
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Schedule of Investments (January 31,
2006) (unaudited) |
SALOMON BROTHERS 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
78.6% |
FHLMC 17.7% |
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FHLMC, Gold:
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$ |
837,695 |
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7.000% due 10/1/17-11/1/32 (a)
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$ |
870,011 |
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20,000,000 |
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5.000% due 2/1/36 (b)(c)
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19,312,500 |
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50,000,000 |
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6.000% due 2/1/36 (b)(c)
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50,515,600 |
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Total FHLMC |
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70,698,111 |
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FNMA 60.9% |
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FNMA (b)(c):
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120,000,000 |
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5.000% due 2/1/36
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115,950,000 |
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35,000,000 |
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5.500% due 2/1/36
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34,628,125 |
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67,000,000 |
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6.000% due 2/1/36
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67,670,000 |
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25,000,000 |
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6.500% due 2/1/36
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25,632,800 |
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Total FNMA |
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243,880,925 |
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TOTAL MORTGAGE-BACKED SECURITIES
(Cost $320,226,534)
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314,579,036 |
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COLLATERALIZED MORTGAGE
OBLIGATIONS (a) 6.9% |
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FHLMC:
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1,802,193 |
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Series 2572, Class LI, PAC-1 IO, 5.500% due
5/15/22
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26,266 |
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4,954,257 |
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Series 2591, Class LI, PAC-1 IO, 5.500% due
4/15/21
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160,643 |
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16,863,993 |
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Series 2591, Class PI, PAC-1 IO, 5.500% due
2/15/30
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2,557,813 |
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11,438,443 |
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Series 2594, Class IO, PAC IO, 5.000% due
3/15/14
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628,843 |
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11,718,818 |
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Series 2595, Class WT, PAC IO, 5.500% due
9/15/22
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734,684 |
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14,094,985 |
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Series 2603, Class LI, PAC-1 IO, 5.500% due
9/15/28
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1,818,565 |
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9,930,915 |
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Series 2617, Class IB, PAC IO, 4.500% due
8/15/12
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552,399 |
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5,497,906 |
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Series 2617, Class IE, PAC IO, 4.500% due
5/15/15
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765,328 |
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2,644,359 |
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Series 2617, Class TI, PAC IO, 4.500% due
6/15/09
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22,681 |
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11,412,138 |
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Series 2638, Class DI, PAC IO, 5.000% due
5/15/23
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1,934,323 |
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3,353,733 |
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Series 2639, Class UI, PAC-1 IO, 5.000% due
3/15/22
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579,017 |
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14,413,363 |
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Series 2644, Class IB, PAC-1 IO, 5.000% due
10/15/15
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150,633 |
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14,189,703 |
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Series 2645, Class IW, PAC IO, 5.000% due
7/15/26
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1,441,316 |
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4,739,283 |
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Series 2664, Class UA, PAC IO, 5.500% due
7/15/17
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77,121 |
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5,599,779 |
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Series 2686, Class WI, PAC-1 IO, 5.500% due
10/15/16
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45,261 |
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4,754,552 |
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Series 2687, Class IA, PAC IO, 5.500% due
9/15/22
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226,112 |
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7,954,509 |
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Series 2742, Class IL, PAC IO, 5.000% due
9/15/12
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340,573 |
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FNMA:
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1,622,475 |
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Series 2003-54, Class TI, IO, 4.500% due
5/25/09
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12,008 |
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9,044,062 |
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Series 2003-90, Class UC, IO, 5.500% due
8/25/22
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359,497 |
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22,869,202 |
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Series 2003-122, Class IB, IO, 5.000% due
5/25/16
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1,414,211 |
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See Notes to Financial Statements.
2 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
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Schedule of Investments (January 31,
2006) (unaudited) (continued) |
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Face |
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Amount |
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Security |
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Value |
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COLLATERALIZED MORTGAGE
OBLIGATIONS (a) 6.9% (continued) |
$ |
10,061,555 |
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Series 2004-31, Class IC, IO, 4.500% due
1/25/14
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$ |
930,178 |
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18,306,701 |
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Series 352, Class 2, IO, 5.500% due 8/1/34
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4,234,095 |
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Strip:
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21,522,795 |
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Series 332, Class 2, IO, 6.000% due 3/1/33
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4,787,297 |
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16,595,461 |
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Series 337, Class 2, IO, 5.000% due 7/1/33
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3,739,539 |
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GNMA:
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4,147,293 |
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Series 2003-12, Class IN, PAC IO, 5.500% due
2/16/28
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269,354 |
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341,204 |
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Series 2003-77, Class TI, PAC IO, 6.000% due
11/16/28
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6,027 |
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TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS
(Cost $24,816,093)
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27,813,784 |
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MUNICIPAL BONDS (a)
8.5% |
Pennsylvania 1.2% |
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Westmoreland County, PA, GO, Refunding,
Series G, FGIC-Insured:
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2,665,000 |
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Zero coupon bond to yield 3.560% due 6/1/08
|
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2,454,358 |
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2,515,000 |
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Zero coupon bond to yield 3.577% due 12/1/08
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2,274,642 |
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Total Pennsylvania |
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4,729,000 |
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Texas 7.3% |
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11,200,000 |
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Austin, TX, Utility Systems Revenue, Refunding,
Series A, Prior Lien, MBIA-Insured, zero coupon bond to
yield 3.565% due 11/15/08
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10,148,880 |
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Edinburg, TX, Consolidated ISD, GO, Refunding
School Building,
PSFG-Insured:
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1,845,000 |
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Zero coupon bond to yield 3.550% due 2/15/08
|
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1,717,270 |
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2,705,000 |
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Zero coupon bond to yield 3.625% due 2/15/09
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2,425,249 |
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5,470,000 |
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Harris County, TX, GO, Series A,
FGIC-Insured, zero coupon bond to yield 3.555% due 8/15/08
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5,001,877 |
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10,535,000 |
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Texas State Public Finance Authority, Capital
Appreciation Refunding, MBIA-Insured, zero coupon bond to yield
3.537% due 2/1/08
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9,821,570 |
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Total Texas |
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29,114,846 |
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TOTAL MUNICIPAL BONDS
(Cost $32,346,398)
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33,843,846 |
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SOVEREIGN BONDS 65.5% |
Argentina 1.8% |
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Republic of Argentina:
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6,513,664 |
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Discount Notes, 8.280% due 12/31/33
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5,819,958 |
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17,748,317 |
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Series GDP, 0.000% due 12/15/35 (d)
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1,224,634 |
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Total Argentina |
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7,044,592 |
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See Notes to Financial Statements.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 3
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Schedule of Investments (January 31,
2006) (unaudited) (continued) |
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Face |
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Amount |
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Security |
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Value |
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Brazil 25.5% |
|
|
|
|
Federative Republic of Brazil: (a)
|
|
|
|
|
$ |
519,000 |
|
|
|
Collective Action Securities, 8.000% due 1/15/18
|
|
$ |
567,397 |
|
|
63,150,000 |
|
|
|
Discount Bond, Series Z-L, 5.188% due
4/15/24 (d)
|
|
|
62,202,750 |
|
|
39,650,000 |
|
|
|
Par Bond, Series Z-L, 6.000% due 4/15/24 (d)
|
|
|
39,203,937 |
|
|
|
|
|
|
Total Brazil |
|
|
101,974,084 |
|
|
Colombia 2.4% |
|
|
|
|
Republic of Colombia (a):
|
|
|
|
|
|
6,500,000 |
|
|
|
10.000% due 1/23/12
|
|
|
7,791,875 |
|
|
1,250,000 |
|
|
|
Medium-Term Notes, 11.750% due 2/25/20
|
|
|
1,787,500 |
|
|
|
|
|
|
Total Colombia |
|
|
9,579,375 |
|
|
Mexico 2.4% |
|
|
|
|
United Mexican States, Medium-Term Notes,
Series A, Notes (a):
|
|
|
|
|
|
6,700,000 |
|
|
|
6.375% due 1/16/13
|
|
|
7,105,350 |
|
|
2,200,000 |
|
|
|
7.500% due 4/8/33
|
|
|
2,574,000 |
|
|
|
|
|
|
Total Mexico |
|
|
9,679,350 |
|
|
Panama 2.0% |
|
8,109,000 |
|
|
Republic of Panama, 6.700% due 1/26/36 (a)
|
|
|
8,090,755 |
|
|
Peru 1.7% |
|
|
|
|
Republic of Peru (a):
|
|
|
|
|
|
1,175,000 |
|
|
|
9.125% due 2/21/12
|
|
|
1,363,000 |
|
|
5,494,000 |
|
|
|
PDI, 5.000% due 3/7/17 (d)
|
|
|
5,342,915 |
|
|
|
|
|
|
Total Peru |
|
|
6,705,915 |
|
|
Philippines 7.1% |
|
28,500,000 |
|
|
Republic of the Philippines, Series B,
6.500% due 12/1/17 (a)(d)
|
|
|
28,571,250 |
|
|
Poland 8.5% |
|
|
|
|
Republic of Poland (a):
|
|
|
|
|
|
16,380,000 |
|
|
|
Par Bond, step bond to yield 8.449% due 10/27/24
|
|
|
15,417,675 |
|
|
19,000,000 |
|
|
|
Series RSTA, step bond to yield 5.256% due
10/27/24
|
|
|
18,691,250 |
|
|
|
|
|
|
Total Poland |
|
|
34,108,925 |
|
|
Russia 2.5% |
|
|
|
|
Russian Federation (e):
|
|
|
|
|
|
1,800,000 |
|
|
|
11.000% due 7/24/18
|
|
|
2,646,000 |
|
|
6,450,000 |
|
|
|
Step bond to yield 5.672% due 3/31/30
|
|
|
7,207,875 |
|
|
|
|
|
|
Total Russia |
|
|
9,853,875 |
|
|
Turkey 1.6% |
|
4,950,000 |
|
|
Republic of Turkey, 11.500% due 1/23/12 (a)
|
|
|
6,280,313 |
|
|
See Notes to Financial Statements.
4 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
|
|
|
Schedule of Investments (January 31,
2006) (unaudited) (continued) |
|
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
Amount |
|
Security |
|
Value |
|
|
|
Venezuela 10.0% |
|
|
|
|
Bolivarian Republic of Venezuela, Par
Bonds (a):
|
|
|
|
|
$ |
25,000,000 |
|
|
|
Series A, 6.750% due 3/31/20
|
|
$ |
25,093,750 |
|
|
15,000,000 |
|
|
|
Series B, 6.750% due 3/31/20
|
|
|
15,056,250 |
|
|
|
|
|
|
Total Venezuela |
|
|
40,150,000 |
|
|
|
|
|
|
TOTAL SOVEREIGN BONDS
(Cost $210,278,900)
|
|
|
262,038,434 |
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
WARRANTS 2.6% |
|
328,650 |
|
|
Bolivarian Republic of Venezuela, Oil-linked
payment obligations, Expires 4/15/20 (a)* (Cost
$0)
|
|
|
10,516,800 |
|
|
|
|
|
|
TOTAL INVESTMENTS BEFORE SHORT-TERM
INVESTMENTS
(Cost $587,667,925)
|
|
|
648,791,900 |
|
|
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
Amount |
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS
15.2% |
Repurchase Agreements (a)
15.2% |
|
15,000,000 |
|
|
Interest in $592,697,000 joint tri-party
repurchase agreement dated 1/31/06 with Banc of America
Securities LLC, 4.450% due 2/1/06; Proceeds at
maturity $15,001,854; (Fully collateralized by
various U.S. government agency obligations, 3.250% to
7.125% due 11/15/07 to 2/25/19; Market value
$15,300,017)
|
|
|
15,000,000 |
|
|
755,000 |
|
|
Interest in $175,503,000 joint tri-party
repurchase agreement dated 1/31/06 with Barclays Capital Inc.,
4.380% due 2/1/06; Proceeds at maturity $755,092;
(Fully collateralized by U.S. Treasury Strip, 0.000% due
2/15/14; Market value $777,650)
|
|
|
755,000 |
|
|
15,000,000 |
|
|
Interest in $588,238,000 joint tri-party
repurchase agreement dated 1/31/06 with Deutsche Bank
Securities, Inc., 4.450% due 2/1/06; Proceeds at
maturity $15,001,854; (Fully collateralized by
various U.S. government agency obligations, 0.000% to
5.365% due 2/13/06 to 9/9/24; Market value
$15,300,061)
|
|
|
15,000,000 |
|
|
15,000,000 |
|
|
Interested in $386,481,000 joint tri-party
repurchase agreement dated 1/31/06 with Greenwich Capital
Markets Inc., 4.450% due 2/1/06; Proceeds due at
maturity $15,001,854; (Fully collateralized by
various U.S. government agency & Treasury
obligations, 0.000% to 9.375% due 4/15/06 to 4/15/30; Market
value $15,300,120)
|
|
|
15,000,000 |
|
See Notes to Financial Statements.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 5
|
|
|
Schedule of Investments (January 31,
2006) (unaudited) (continued) |
|
|
|
|
|
|
|
|
|
Face |
|
|
|
|
Amount |
|
Security |
|
Value |
|
|
|
Repurchase Agreement (a)
15.2% (continued) |
$ |
15,000,000 |
|
|
Interest in $479,208,000 joint tri-party
repurchase agreement dated 1/31/06 with Morgan Stanley, 4.450%
due 2/1/06; Proceeds at maturity $15,001,854; (Fully
collateralized by various U.S. government agency
obligations, 0.000% to 6.300% due 8/17/07 to 9/19/25; Market
value $15,482,563)
|
|
$ |
15,000,000 |
|
|
|
|
|
|
TOTAL SHORT-TERM INVESTMENTS
(Cost $60,755,000)
|
|
|
60,755,000 |
|
|
|
|
|
|
TOTAL INVESTMENTS 177.3%
(Cost $648,422,925#)
|
|
|
709,546,900 |
|
|
|
|
|
Liabilities in Excess of Other Assets
(77.3)%
|
|
|
(309,396,913 |
) |
|
|
|
|
|
TOTAL NET ASSETS 100.0% |
|
$ |
400,149,987 |
|
|
|
|
* |
Non-income producing security.
|
|
|
(a) |
All or a portion of this security is segregated
for open futures contracts and mortgage dollar rolls.
|
|
(b) |
This security is traded on a
to-be-announced basis (See Note 1).
|
|
(c) |
All or a portion of this security is acquired
under mortgage dollar roll agreement (See Notes 1 and 3).
|
|
(d) |
Variable rate security. Interest rate disclosed
is that which is in effect at January 31, 2006.
|
|
(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.
|
|
|
# |
Aggregate cost for federal income tax purposes is
substantially the same.
|
|
|
|
Abbreviations used in this schedule: |
|
|
FGIC Financial Guaranty
Insurance Company
|
|
FHLMC Federal Home Loan
Mortgage Corp.
|
|
FNMA Federal National Mortgage
Association
|
|
GDP Gross Domestic Product
|
|
GNMA General National Mortgage
Association
|
|
GO General Obligation
|
|
IO Interest Only
|
|
ISD Independent School District
|
|
MBIA Municipal Bond Investors
Assurance Corporation
|
|
PAC Planned Amortization Cost
|
|
PDI Past Due Interest
|
|
RSTA Revolving Short-Term
Agreement
|
See Notes to Financial Statements.
6 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
|
|
|
Statement of Assets and Liabilities
(January 31, 2006) (unaudited) |
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
Investments, at value (Cost
$587,667,925)
|
|
$ |
648,791,900 |
|
|
Repurchase Agreements, at value (Cost
$60,755,000)
|
|
|
60,755,000 |
|
|
Cash
|
|
|
168 |
|
|
Interest receivable
|
|
|
5,306,359 |
|
|
Deposits with brokers for open futures contracts
|
|
|
1,225,250 |
|
|
Receivable from broker variation
margin on open futures contracts
|
|
|
88,359 |
|
|
Prepaid expenses
|
|
|
3,457 |
|
|
Total Assets
|
|
|
716,170,493 |
|
|
LIABILITIES:
|
|
|
|
|
|
Payable for securities purchased
|
|
|
315,571,760 |
|
|
Investment management fee payable
|
|
|
250,010 |
|
|
Deferred dollar roll income
|
|
|
113,056 |
|
|
Transfer agent fees payable
|
|
|
7,155 |
|
|
Directors fees payable
|
|
|
983 |
|
|
Accrued expenses
|
|
|
77,542 |
|
|
|
Total Liabilities
|
|
|
316,020,506 |
|
|
Total Net Assets
|
|
$ |
400,149,987 |
|
|
NET ASSETS:
|
|
|
|
|
|
Par value ($0.001 par value;
200,000,000 shares authorized; 34,510,639 shares
issued and outstanding)
|
|
$ |
34,511 |
|
|
Paid-in capital in excess of par value
|
|
|
318,104,655 |
|
|
Undistributed net investment income
|
|
|
15,055,433 |
|
|
Accumulated net realized gain on investments and
futures contracts
|
|
|
5,914,862 |
|
|
Net unrealized appreciation on investments and
futures contracts
|
|
|
61,040,526 |
|
|
Total Net Assets
|
|
$ |
400,149,987 |
|
|
Shares Outstanding
|
|
|
34,510,639 |
|
|
Net Asset Value
|
|
|
$11.59 |
|
|
See Notes to Financial Statements.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 7
|
|
|
Statement of Operations (For the six months
ended January 31, 2006) (unaudited) |
|
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
|
Interest
|
|
$ |
14,082,865 |
|
|
Dividends
|
|
|
1,574,115 |
|
|
Income from securities lending
|
|
|
16,240 |
|
|
|
Total Investment Income
|
|
|
15,673,220 |
|
|
EXPENSES:
|
|
|
|
|
|
Management fee (Note 2)
|
|
|
1,291,003 |
|
|
Administration fee (Note 2)
|
|
|
185,966 |
|
|
Custody fees
|
|
|
54,220 |
|
|
Shareholder reports
|
|
|
52,364 |
|
|
Directors fees
|
|
|
30,708 |
|
|
Audit and tax
|
|
|
24,644 |
|
|
Transfer agent fees
|
|
|
18,460 |
|
|
Legal fees
|
|
|
14,740 |
|
|
Stock exchange listing fees
|
|
|
13,960 |
|
|
Insurance
|
|
|
5,889 |
|
|
Miscellaneous expenses
|
|
|
1,728 |
|
|
|
Total Expenses
|
|
|
1,693,682 |
|
|
Net Investment Income
|
|
|
13,979,538 |
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND
FUTURES CONTRACTS (NOTES 1 AND 3): |
|
|
|
|
|
Net Realized Gain From:
|
|
|
|
|
|
|
Investment transactions
|
|
|
5,058,958 |
|
|
|
Futures contracts
|
|
|
1,801,727 |
|
|
|
Net Realized Gain
|
|
|
6,860,685 |
|
|
|
Change in Net Unrealized Appreciation/
Depreciation From:
|
|
|
|
|
|
|
Investments
|
|
|
(2,867,532 |
) |
|
|
Futures contracts
|
|
|
(400,697 |
) |
|
|
Change in Net Unrealized Appreciation/
Depreciation
|
|
|
(3,268,229 |
) |
|
Net Gain on Investments and Futures
Contracts
|
|
|
3,592,456 |
|
|
Increase in Net Assets From
Operations
|
|
$ |
17,571,994 |
|
|
See Notes to Financial Statements.
8 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
|
|
|
Statements of Changes in Net Assets |
|
|
For the six months ended January 31, 2006
(unaudited) |
|
and the year ended July 31,
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
13,979,538 |
|
|
$ |
26,376,470 |
|
|
Net realized gain
|
|
|
6,860,685 |
|
|
|
7,571,811 |
|
|
Change in net unrealized appreciation/depreciation
|
|
|
(3,268,229 |
) |
|
|
27,462,746 |
|
|
|
Increase in Net Assets From
Operations
|
|
|
17,571,994 |
|
|
|
61,411,027 |
|
|
DISTRIBUTIONS TO SHAREHOLDERS FROM
(NOTE 1):
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(9,945,966 |
) |
|
|
(22,673,490 |
) |
|
Net realized gains
|
|
|
(3,444,162 |
) |
|
|
(7,730,383 |
) |
|
|
Decrease in Net Assets From Distributions to
Shareholders
|
|
|
(13,390,128 |
) |
|
|
(30,403,873 |
) |
|
Increase in Net Assets
|
|
|
4,181,866 |
|
|
|
31,007,154 |
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
395,968,121 |
|
|
|
364,960,967 |
|
|
|
End of period*
|
|
$ |
400,149,987 |
|
|
$ |
395,968,121 |
|
|
* Includes undistributed net investment
income of:
|
|
|
$15,055,433 |
|
|
|
$11,021,861 |
|
|
See Notes to Financial Statements.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 9
For a share of common stock outstanding
throughout each year ended July 31, unless otherwise
noted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006(1) |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|
|
Net Asset Value, Beginning of Period
|
|
|
$11.47 |
|
|
|
$10.58 |
|
|
|
$10.19 |
|
|
|
$9.06 |
|
|
|
$9.55 |
|
|
|
$9.75 |
|
|
Income (Loss) From Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.41 |
|
|
|
0.76 |
|
|
|
0.73 |
|
|
|
0.72 |
|
|
|
0.91 |
|
|
|
1.07 |
|
|
Net realized and unrealized gain (loss)
|
|
|
0.10 |
|
|
|
1.01 |
|
|
|
0.54 |
|
|
|
1.29 |
|
|
|
(0.39 |
) |
|
|
(0.28 |
) |
|
Total Income From Operations
|
|
|
0.51 |
|
|
|
1.77 |
|
|
|
1.27 |
|
|
|
2.01 |
|
|
|
0.52 |
|
|
|
0.79 |
|
|
Less Distributions From:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.29 |
) |
|
|
(0.66 |
) |
|
|
(0.73 |
) |
|
|
(0.88 |
) |
|
|
(1.01 |
) |
|
|
(0.99 |
) |
|
Net realized gains
|
|
|
(0.10 |
) |
|
|
(0.22 |
) |
|
|
(0.15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Distributions
|
|
|
(0.39 |
) |
|
|
(0.88 |
) |
|
|
(0.88 |
) |
|
|
(0.88 |
) |
|
|
(1.01 |
) |
|
|
(0.99 |
) |
|
Net Asset Value, End of Period
|
|
|
$11.59 |
|
|
|
$11.47 |
|
|
|
$10.58 |
|
|
|
$10.19 |
|
|
|
$9.06 |
|
|
|
$9.55 |
|
|
Market Price, End of Period
|
|
|
$10.80 |
|
|
|
$11.22 |
|
|
|
$11.01 |
|
|
|
$10.41 |
|
|
|
$10.18 |
|
|
|
$9.80 |
|
|
Total Return, Based on
NAV(2)
|
|
|
4.53 |
% |
|
|
17.28 |
% |
|
|
12.75 |
% |
|
|
22.74 |
% |
|
|
5.43 |
% |
|
|
8.34 |
% |
|
Total Return, Based on Market
Price(2)
|
|
|
(0.21 |
)% |
|
|
10.15 |
% |
|
|
14.50 |
% |
|
|
11.10 |
% |
|
|
14.66 |
% |
|
|
20.64 |
% |
|
Net Assets, End of Period (millions)
|
|
|
$400 |
|
|
|
$396 |
|
|
|
$365 |
|
|
|
$352 |
|
|
|
$313 |
|
|
|
$330 |
|
|
Ratios to Average Net Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
0.85 |
% (3) |
|
|
0.86 |
% |
|
|
0.87 |
% |
|
|
0.89 |
% |
|
|
0.85 |
% |
|
|
0.84 |
% |
|
Net investment income
|
|
|
7.01 |
% (3) |
|
|
6.83 |
% |
|
|
6.84 |
% |
|
|
7.17 |
% |
|
|
9.44 |
% |
|
|
10.96 |
% |
|
Total mortgage dollar rolls outstanding, end of
period (millions)
|
|
|
$319 |
|
|
|
$320 |
|
|
|
$290 |
|
|
|
$357 |
|
|
|
$240 |
|
|
|
$275 |
|
Portfolio turnover rate
|
|
|
6 |
%(4) |
|
|
102 |
% (4) |
|
|
62 |
% (4) |
|
|
24 |
% |
|
|
23 |
% |
|
|
15 |
% |
|
|
|
(1) |
For the six months ended January 31, 2006
(unaudited).
|
|
(2) |
For purpose of this calculation, distributions,
including returns of capital, if any, are assumed to be
reinvested at prices obtained under the Funds dividend
reinvestment plan and the broker commission paid to purchase or
sell a share is excluded. Total return for periods of less than
one year are not annualized.
|
|
(3) |
Annualized.
|
|
|
(4) |
Excluding mortgage dollar roll transactions. If
mortgage dollar roll transactions had been included, the
portfolio turnover rate would have been 295%, 580%, and 613% for
the six months ended January 31, 2006 and the years ended
July 31, 2005 and 2004, respectively.
|
See Notes to Financial Statements.
10 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
Notes to Financial Statements
(unaudited)
|
|
1. |
Organization and Significant
Accounting Policies |
The Salomon Brothers 2008 Worldwide Dollar
Government Term Trust Inc. (the Fund) 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. At January 31, 2006, a significant portion of
the Funds investments was in sovereign debt of emerging
market countries. 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 ask 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 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 market value.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 11
Notes to Financial Statements
(unaudited) (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
least equals the principal amount of the repurchase transaction,
including accrued interest. To the extent that any repurchase
transaction exceeds one business day, the value of the
collateral is marked-to-market to ensure the adequacy of the
collateral. If the seller defaults, and the market value of the
collateral declines or if bankruptcy proceedings are commenced
with respect to the seller of the security, realization of the
collateral by the Fund may be delayed or limited.
(c) Financial Futures
Contracts. The Fund may enter into
financial futures contracts typically to hedge a portion of the
portfolio. Upon entering into a financial futures contract, the
Fund is required to deposit cash or securities as initial
margin. 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 instruments. In addition, investing in
financial futures contracts involves the risk that the Fund
could lose more than the original margin deposit and subsequent
payments required for a futures transaction. Risks may also
arise upon entering into these contracts from the potential
inability of the counterparties to meet the terms of their
contracts.
(d) 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 transactions.
Securities purchased on a TBA basis are not settled until they
are delivered to the Fund, normally 15 to 45 days later.
Beginning on the date the Fund enters into a TBA transaction,
cash, U.S. government securities or other liquid high-grade
debt obligations are segregated in an amount equal in value to
the purchase price of the TBA security. These transactions are
subject to market fluctuations and their current value is
determined in the same manner as for other securities.
(e) Mortgage Dollar
Rolls. The Fund enters into dollar
rolls in which the Fund sells mortgage-backed securities for
delivery in the current month 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 principal and interest
paid on the securities. The Fund is compensated by a fee paid by
the counterparty, often in the form of a drop in the repurchase
price of the securities. Dollar rolls are accounted for as
financing arrangements; the fee is accrued into interest income
ratably over the term of the
12 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
Notes to Financial Statements
(unaudited) (continued)
dollar roll and any gain or loss on the roll is
deferred and realized upon disposition of the rolled security.
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.
(f) 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 risk. The Funds investment in securities rated
below investment grade typically involve 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,
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.
Interest only securities entitle holders to
receive only interest payments on the underlying mortgages. The
yield to maturity of an interest only security is extremely
sensitive to the rate of principal payments on the underlying
mortgage assets. A rapid (slow) rate of principal
repayments may have an adverse (positive) effect on yield
to maturity. The principal amount shown is the notional amount
of the underlying mortgages. The interest rate disclosed
represents yield based upon the estimated timing and amount of
future cash flows as of January 31, 2006.
(g) 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 it is indexed. These securities are
generally more volatile in nature and the risk of loss of
principal is greater.
(h) 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.
(i) 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.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 13
Notes to Financial Statements
(unaudited) (continued)
(j) 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 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.
(k) 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 value per share.
|
|
2. |
Management Agreement and Other
Transactions with Affiliates |
On December 1, 2005, Citigroup Inc.
(Citigroup) completed the sale of substantially all
of its asset management business, Citigroup Asset Management
(CAM), to Legg Mason, Inc. (Legg Mason).
As a result, the Funds investment adviser, Salomon
Brothers Asset Management Inc. (SBAM or
Manager), previously an indirect wholly-owned
subsidiary of Citigroup, has become a wholly-owned subsidiary of
Legg Mason. Completion of the sale caused the Funds
existing investment advisory and administrative contracts to
terminate. The Funds shareholders approved a new
investment management contract between the Fund and the Manager,
which became effective on December 1, 2005.
Prior to the transaction, the Fund paid the
Manager a fee payable monthly and calculated at an annual rate
of 0.60% of the Funds average weekly net assets and an
administration fee calculated at an annual rate of 0.15% of the
Funds average weekly net assets up to $250 million
and 0.125% of the Funds average weekly net assets in
excess of $250 million for its services.
Under the new Investment Management Agreement,
the Fund pays the Manager a management fee payable monthly and
calculated at an 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 for its services. The Fund no longer has a
separate administration agreement and thus does not pay a
separate administration fee.
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 six months ended January 31,
2006, 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
|
|
$ |
12,691,718 |
|
|
$ |
24,146,250 |
|
Sales
|
|
|
20,122,610 |
|
|
|
24,184,680 |
|
|
14 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
Notes to Financial Statements
(unaudited) (continued)
At January 31, 2006, the aggregate gross
unrealized appreciation and depreciation of investments for
federal income tax purposes were substantially as follows:
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$ |
68,836,652 |
|
Gross unrealized depreciation
|
|
|
(7,712,677 |
) |
|
Net unrealized appreciation
|
|
$ |
61,123,975 |
|
|
At January 31, 2006, the Fund had the
following open futures contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Expiration |
|
Basis |
|
Market |
|
Unrealized |
Contracts to Sell: |
|
Contracts |
|
Date |
|
Value |
|
Value |
|
Loss |
|
|
|
U.S. Treasury 10 Year Note
|
|
|
1,885 |
|
|
|
3/06 |
|
|
$ |
204,321,238 |
|
|
$ |
204,404,687 |
|
|
$ |
(83,449 |
) |
|
The average monthly balance of dollar rolls
outstanding for the Fund during the six months ended
January 31, 2006 was approximately $314,970,313. For the
six months ended January 31, 2006, the Fund recorded
interest income of $2,092,041 related to such mortgage dollar
rolls. At January 31, 2006, the Fund had outstanding
mortgage dollar rolls with a total cost of $319,351,100.
Counterparties with mortgage dollar rolls outstanding in excess
of 10% of total net assets at January 31, 2006 included
Barclays Capital Inc. ($59,165,760), Chase Securities Inc.
($52,769,000), First Clearing, LLC ($45,212,500), Lehman
Brothers Inc. ($90,285,958), and Merrill Lynch, Pierce,
Fenner & Smith Inc. ($58,412,500).
At January 31, 2006, the Fund held
TBA securities with a cost of $319,351,100.
|
|
4. |
Dividends Subsequent to
January 31, 2006 |
On November 18, 2005, the Funds Board
declared a distribution in the amount of $0.0630 per common
share payable on February 24, 2006 to shareholders of
record on February 21, 2006. In addition, on
February 22, 2006, the Funds Board declared three
distributions of $0.0630 per common share payable on
March 31, 2006, April 28, 2006 and May 26, 2006
to shareholders of record on March 28, 2006, April 25,
2006 and May 23, 2006, respectively.
On May 31, 2005, the U.S. Securities
and Exchange Commission (SEC) issued an order in
connection with the settlement of an administrative proceeding
against Smith Barney Fund Management LLC (SBFM) and
Citigroup Global Markets (CGM) relating to the
appointment of an affiliated transfer agent for the Smith Barney
family of mutual funds (the Affected Funds).
The SEC order finds that SBFM and CGM willfully
violated Section 206(1) of the Investment Advisers Act of
1940 (Advisers Act). Specifically, the order finds
that SBFM and CGM knowingly or recklessly failed to disclose to
the boards of the Affected Funds in 1999 when proposing a new
transfer agent arrangement with an affiliated transfer agent
that: First Data Investors Services Group (First
Data), the Affected Funds then-existing
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 15
Notes to Financial Statements
(unaudited) (continued)
transfer agent, had offered to continue as
transfer agent and do the same work for substantially less money
than before; and that CAM, the Citigroup business unit that, at
the time, included the Affected Funds investment manager
and other investment advisory companies, had entered into a side
letter with First Data under which CAM agreed to recommend the
appointment of First Data as sub-transfer agent to the
affiliated transfer agent in exchange for, among other things, a
guarantee by First Data of specified amounts of asset management
and investment banking fees to CAM and CGM. The order also finds
that SBFM and CGM willfully violated Section 206(2) of the
Advisers Act by virtue of the omissions discussed above and
other misrepresentations and omissions in the materials provided
to the Affected Funds boards, including the failure to
make clear that the affiliated transfer agent would earn a high
profit for performing limited functions while First Data
continued to perform almost all of the transfer agent functions,
and the suggestion that the proposed arrangement was in the
Affected Funds best interests and that no viable
alternatives existed. SBFM and CGM do not admit or deny any
wrongdoing or liability. The settlement does not establish
wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGM and ordered them to
cease and desist from violations of Sections 206(1) and
206(2) of the Advisers Act. The order requires Citigroup to pay
$208.1 million, including $109 million in disgorgement
of profits, $19.1 million in interest, and a civil money
penalty of $80 million. Approximately $24.4 million
has already been paid to the Affected Funds, primarily through
fee waivers. The remaining $183.7 million, including the
penalty, has been paid to the U.S. Treasury and will be
distributed pursuant to a plan prepared and submitted for
approval by the SEC. The order also requires that transfer
agency fees received from the Affected Funds since
December 1, 2004 less certain expenses be placed in escrow
and provides that a portion of such fees may be subsequently
distributed in accordance with the terms of the order.
The order required SBFM to recommend a new
transfer agent contract to the Affected Fund boards within
180 days of the entry of the order; if a Citigroup
affiliate submitted a proposal to serve as transfer agent or
sub-transfer agent, SBFM and CGM would have been required, at
their expense, to engage an independent monitor to oversee a
competitive bidding process. On November 21, 2005, and
within the specified timeframe, the Funds Board selected a
new transfer agent for the Affected Fund. No Citigroup affiliate
submitted a proposal to serve as transfer agent. Under the
order, SBFM also must comply with an amended version of a vendor
policy that Citigroup instituted in August 2004.
At this time, there is no certainty as to how the
proceeds of the settlement will be distributed, to whom such
distributions will be made, the methodology by which such
distributions will be allocated, and when such distributions
will be made. Although there can be no assurance, the
Funds investment manager does not believe that this matter
will have a material adverse effect on the Affected Funds.
The Fund is not one of the Affected Funds and
therefore did not implement the transfer agent arrangement
described above and therefore will not receive any portion of
distributions.
16 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
Notes to Financial Statements
(unaudited) (continued)
On September 16, 2005, the staff of the SEC
informed SBFM and 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 Investment Company 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 Investment
Company 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, SBFM and SBAM
believes that this matter is not likely to have a material
adverse effect on the Fund or SBFM and SBAMs ability to
perform investment management services relating to the Funds.
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc. 2006
Semi-Annual Report 17
Board Approval of Management
Agreement (unaudited)
Background
The members of the Board of Salomon Brothers 2008
Worldwide Dollar Government Term Trust Inc. (the
Fund), including the Funds independent, or
non-interested, Board members (the Independent Board
Members), received extensive information from the
Funds manager (the Manager) to assist them in
their consideration of the Funds management agreement (the
Management Agreement). This includes a variety of
information about the Manager, including the advisory
arrangements for the Fund and other funds overseen by the Board,
certain portions of which are discussed below.
Board Approval of Management
Agreement
On June 23, 2005, Citigroup Inc. entered
into a definitive agreement (the Transaction
Agreement) with Legg Mason, Inc. (Legg Mason)
under which Citigroup agreed to sell substantially all of its
asset management business, CAM, which includes the Manager, to
Legg Mason in exchange for the broker-dealer and investment
banking businesses of Legg Mason and certain other
considerations (the Transaction). The Transaction
closed on December 1, 2005.
The consummation of the Transaction resulted in
the automatic termination of the Funds current management
agreement for each CAM-advised fund overseen by the Board (the
CAM funds) including the Fund (each, a Current
Management Agreement) in accordance with the Investment
Company Act of 1940, as amended (the 1940 Act). At
meetings held on August 12, 2005, the Funds Board,
including the Independent Board Members, unanimously approved a
new management agreement between each CAM fund including the
Fund, and the Manger (each, a New Management
Agreement) and authorized the Funds officers to
submit the New Management Agreement to shareholders for their
approval.
In anticipation of the Transaction, members of
the Funds Board met in person on July 11, 2005 and
August 12, 2005 for purposes of, among other things,
considering whether it would be in the best interests of each
CAM fund and its shareholders to approve the New Management
Agreement between the Fund and the Funds Manager. At those
Board meetings, and for the reasons discussed below, the Board,
including a majority of the Independent Board Members,
unanimously approved each New Management Agreement and
unanimously recommended its approval by shareholders in order to
assure continuity of investment advisory services to the CAM
funds after the Transaction.
To assist the Boards in their consideration of
the New Management Agreements, Legg Mason provided materials and
information about Legg Mason, including its financial condition
and asset management capabilities and organization, and Legg
Mason and CAM provided materials and information about the
Transaction between Legg Mason and Citigroup. The Independent
Board Members, through their independent legal counsel, also
requested and received additional information from CAM and Legg
Mason in connection with their consideration of the agreements.
The additional information was provided in advance of and at the
August meetings. In addition, the Independent Board Members
consulted with their counsel on various occasions and received
from their
18 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
Board Approval of Management
Agreement (unaudited) (continued)
counsel a memorandum outlining, among other
things, the legal standards and certain other considerations
relevant to the Board Members deliberations.
On July 11, 2005 and August 12, 2005,
members of the Boards discussed with CAM management and certain
Legg Mason representatives the Transaction and Legg Masons
general plans and intentions regarding CAM funds, including the
preservation, strengthening and growth of CAMs business
and its combination with Legg Masons business. The Board
Members also inquired about the plans for and anticipated roles
and responsibilities of certain CAM employees and officers after
the Transaction. The Independent Board Members of the Board also
conferred separately and with their counsel about the
Transaction on a number of occasions, including in connection
with the July discussion and August meetings.
At the Boards August meeting,
representatives of CAM and Legg Mason made presentations to and
responded to questions from the Board. After the presentations
and after reviewing the written materials provided, the
Independent Board Members met in executive session with their
counsel to consider the New Management Agreement.
Among other things, the Board Members considered:
(i) the reputation, financial strength and
resources of Legg Mason and its investment advisory subsidiaries;
(ii) that Legg Mason and its wholly-owned
subsidiary, Western Asset Management Company and its affiliates
(Western Asset), are experienced and respected asset
management firms, and that Legg Mason has advised the Board
Members that (a) it intends to combine the fixed income
investment operations (including money market fund operations)
of CAM with those of Western Asset and may also wish to combine
other CAM operations with those of other Legg Mason
subsidiaries; (b) after the closing of the Transaction, it
will take steps to combine the investment management operations
of Western Asset with the fixed income operations of the Manager
to CAM funds, which, among other things, may involve Western
Asset, the Manager to CAM funds sharing common systems and
procedures, employees (including portfolio managers), investment
and trading platforms, and other resources; (c) it is
expected that these combination processes will result in changes
to portfolio managers or portfolio management teams for a number
of CAM funds, subject to Board consent and appropriate notice to
shareholders, and that, in other cases, the current portfolio
managers or portfolio management teams will remain in place; and
(d) in the future, it may recommend that Western Asset or
other Legg Mason subsidiaries be appointed as the adviser or
subadviser to certain CAM funds, including the Fund, subject to
applicable regulatory requirements;
(iii) that CAM management and Legg Mason
have advised the Boards that following the Transaction, there is
not expected to be any diminution in the nature, quality and
extent of services provided to each CAM fund, including the Fund
and its shareholders by the Manager, including compliance
services;
(iv) the assurances from Citigroup and Legg
Mason that, for a three year period following the closing of the
Transaction, the Manager will have substantially the same access
to the Citigroup sales force when distributing shares of CAM
funds as is currently
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. 19
Board Approval of Management
Agreement (unaudited) (continued)
provided to CAM and that other arrangements
between the Manager and Citigroup sales channels will be
preserved;
(v) that Legg Mason and Citigroup intend to
enter into an agreement in connection with the Transaction under
which Citigroup-affiliated broker-dealers will continue to offer
CAM funds as investment products, and the potential benefits to
fund shareholders from this and other third-party distribution
access;
(vi) the potential benefits to CAM fund
shareholders from being part of a combined fund family with Legg
Mason-sponsored funds, including possible economies of scale and
access to investment opportunities;
(vii) that Citigroup and Legg Mason would
derive benefits from the Transaction and that as a result, they
have a financial interest in the matters that were being
considered;
(viii) the potential effects of regulatory
restrictions on CAM funds if Citigroup affiliated broker-dealers
remain the principal underwriters for CAM funds;
(ix) the fact that the Funds total
advisory and administrative fees will not increase by virtue of
the New Management Agreement, but will remain the same;
(x) the terms and conditions of the New
Management Agreement, including the differences from the Current
Management Agreement, and where, applicable, the benefits of a
single, uniform form of agreement covering these services;
(xi) that in July 2005 each Board had
performed a full annual review of the Funds Current
Management Agreement as required by the 1940 Act, and had
determined that the Manager has the capabilities, resources and
personnel necessary to provide the advisory and administrative
services currently provided to the Fund; and that the advisory
and/or management fees paid by the Fund represent reasonable
compensation to the Manager in light of the nature, extent and
quality of the services to be provided by the Manager, the
investment performance of the Fund and the Manager, the costs of
the services to be provided and the profits to be realized by
the Manager and its affiliates from the relationship with the
Fund, the extent to which economies of scale may be realized as
the Fund grows, the reflection of these economies of scale in
the fee levels for the benefit of Fund shareholders, and such
other matters as the Board Members considered relevant in the
exercise of their reasonable judgment;
(xii) that the Fund would not bear the costs
of obtaining shareholder approval of the New Management
Agreement; and
(xiii) that under the Transaction Agreement,
Citigroup and Legg Mason have agreed not to take any action that
is not contemplated by the Transaction or fail to take any
action that to their respective knowledge would cause any of the
requirements of Section 15(f) not to be met.
Certain of these considerations are discussed in
more detail below.
In their deliberations, the Board Members
considered information received in connection with their recent
approval of continuance of each Current Management Agreement in
addition to information provided by Legg Mason and CAM in
connection with their evaluation of the terms and conditions of
the New Management Agreement. The Board Members did not identify
any particular information that was all-important or
20 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
Board Approval of Management
Agreement (unaudited) (continued)
controlling, and each Board Member attributed
different weights to the various factors. The Board Members
evaluated all information available to them on a fund-by-fund
basis, and their determinations were made separately in respect
of each fund. The Board Members, including a majority of the
Independent Board Members, concluded that the terms of the New
Management Agreements, including the New Management Agreement
for the Fund, are fair and reasonable, that the fees stated
therein are reasonable in light of the services to be provided
to each fund, and that the New Management Agreements should be
approved and recommended to Fund shareholders.
Nature, Quality and Extent of
Services Provided
In evaluating the nature, quality and extent of
the services to be provided by the Manager under the New
Management Agreements, the Board Members considered, among other
things, the expected impact, if any, of the Transaction on the
operations, facilities, organization and personnel of the
Manager; the potential implications of regulatory restrictions
on the CAM funds following the Transaction; the ability of the
Manager to perform its duties after the Transaction, taking into
account, where the CAM fund currently has a subadviser, the
delegation of certain duties to the subadviser; and any
anticipated changes to the current investment and other
practices of the CAM funds. The Board Members considered Legg
Masons advice that, after the closing of the Transaction,
Legg Mason intends to review all aspects of the Funds
operations (including equity, fixed income and money market fund
operations). The Board Members considered Legg Masons
advice that it intends to combine the fixed income investment
operations of CAM with those of Western Asset and may also wish
to combine other CAM operations with those of other Legg Mason
subsidiaries. The Board Members noted that Western Asset is an
experienced and respected institutional asset manager that
focuses on managing fixed income assets on behalf of
institutional separate accounts, retirement plans and other
institutional investors, including mutual funds. The Board
Members further noted that, as of June 30, 2005, Western
Asset managed approximately $230 billion in assets on
behalf of its clients. The Board Members considered Legg
Masons advice that, after the closing of the sale, Legg
Mason will take steps to combine the investment management
operations of Western Asset with the fixed income operations of
the Manager and, in relevant cases, Citigroup Asset Management
Limited (the Subadviser) to the CAM funds, which,
among other things, may involve Western Asset, the Manager and,
in relevant cases, the Subadviser to the CAM funds sharing
common systems and procedures, employees (including portfolio
managers), investment and trading platforms, and other
resources. The Board Members also considered Legg Masons
advice that it is expected that the combination processes
described above will result in additional changes to portfolio
managers or portfolio management teams for a number of the CAM
funds, subject to Board consent and appropriate notice to
shareholders, and that, in other cases, the current portfolio
managers or portfolio management teams will remain in place. The
Board Members also considered Legg Masons advice that, in
the future, Legg Mason may recommend that Western Asset or other
Legg Mason subsidiaries be appointed as the
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. 21
Board Approval of Management
Agreement (unaudited) (continued)
adviser or subadviser to some or all of the CAM
funds, subject to applicable regulatory requirements.
The Board Members were advised that if
Citigroup-affiliated broker-dealers remain the CAM funds
principal underwriters, the CAM funds would continue to be
subject to restrictions concerning certain transactions
involving Citigroup affiliates (for example, transactions with a
Citigroup broker-dealer acting as principal) absent regulatory
relief or clarification.
Based on their review of the materials provided
and the assurances they had received from CAM management and
Legg Mason, the Board Members determined that the Transaction
was not expected to adversely affect the nature and quality of
services provided by the Manager and that the Transaction was
not expected to have a material adverse effect on the ability of
the Manager to provide those services. It was noted, however,
that, in addition to the changes previously described, it is
expected that there will be other changes in personnel following
the Transaction or after the combination of CAMs
operations with those of Legg Mason subsidiaries. The Board
Members noted that if current portfolio managers or other
personnel cease to be available, each Board would consider all
available options, which could include seeking the investment
advisory or other services of Legg Mason affiliates or
investment advisers not affiliated with Legg Mason. In this
regard, it was noted that Legg Mason has indicated that it could
potentially make available to the Manager additional portfolio
management resources in the event of loss of CAM personnel for
particular investment disciplines. Accordingly, the Board
Members concluded that, overall, they were satisfied at the
present time with assurances from Legg Mason and CAM as to the
expected nature, extent and quality of the services to be
provided to the CAM funds under the New Management Agreements.
Costs of Services Provided and
Profitability
In evaluating the costs of the services to be
provided by the Manager under the New Management Agreements and
the profitability to the Manager of their relationships with the
Fund, the Board Members considered, among other things, whether
advisory and administrative (or management) fees or other
expenses would change as a result of the Transaction. Based on
their review of the materials provided and the assurances they
had received from CAM management and Legg Mason, the Board
Members determined that the Transaction would not increase the
fees payable for advisory and administrative (or management)
services and that overall CAM fund expenses were not expected to
increase materially as a result of the Transaction. The Board
Members noted that it was not possible to predict how the
Transaction would affect the Managers profitability from
its relationship with the CAM funds, but that they had been
satisfied in their most recent review of the Current Management
Agreements, including the Funds Current Management
Agreement, that the Managers level of profitability from
its relationship with the Fund was not excessive. It was noted
that in conjunction with that review, the Board Members had
obtained an independent accountants review of the
methodology used to determine the Managers profitability.
The Board Members concluded that, overall, they
22 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
Board Approval of Management
Agreement (unaudited) (continued)
were satisfied that currently, the Managers
level of profitability from its relationship with each CAM fund,
including, the Fund, was not excessive.
The Board Members noted that they expect to
receive Manager profitability information on an annual basis and
thus be in a position to evaluate whether any adjustments in
Fund fees and/or fee breakpoints would be appropriate.
Fall-Out Benefits
In evaluating the fall-out benefits to be
received by the Manager under the New Management Agreements, the
Board Members considered whether the Transaction would have an
impact on the fall-out benefits received by virtue of the
Current Management Agreements. Based on their review of the
materials provided, including materials received in connection
with their recent approval of the continuance of each Current
Management Agreement, and their discussions with CAM management,
Legg Mason and Western Asset, the Board Members determined that
those benefits could include increased ability for Legg Mason to
distribute shares of its funds and other investment products and
to obtain research services using the CAM funds portfolio
transaction brokerage. The Board Members noted that any such
benefits were difficult to quantify with certainty at this time,
and indicated that they would continue to evaluate them going
forward.
Fees and Economies of
Scale
In reviewing the Transaction, the Board Members
considered, among other things, whether advisory and
administrative fees or other expenses would change as a result
of the Transaction. Based on the assurances they had received
from CAM management and Legg Mason, the Board Members determined
that as a result of the Transaction, each CAM funds total
advisory and administrative fees would not increase. The Board
Members noted that in conjunction with their most recent
deliberations concerning the Current Management Agreements,
advisory or management fee reductions and fee breakpoints had
been implemented for certain funds, and that after taking those
reductions and breakpoints into account, the Board Members had
determined that the total fees for advisory and administrative
services for many CAM funds were reasonable in light of the
services provided and that CAM management had already initiated
or would be taking steps to address the Board Members
concerns regarding the fee levels of other CAM funds. It was
noted that in conjunction with the recent review of the Current
Management Agreements, the Board Members had received, among
other things, a report from Lipper, Inc. (Lipper)
comparing each CAM funds fees, expenses and performance to
those of a peer group for that CAM fund selected by Lipper, and
information as to the fees charged by the Manager to other
registered investment company clients for investment management
services. The Board Members concluded that because the advisory
and administrative fees for each CAM fund were not expected to
increase as a result of the Transaction, each CAM funds
fees for advisory and administrative services remain appropriate
and that no additional fee reductions or breakpoints were
necessary at this time. The Board Members
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. 23
Board Approval of Management
Agreement (unaudited) (continued)
recognized that Legg Mason may realize economies
of scale from the Transaction based on certain consolidations
and synergies of operations.
Investment
Performance
The Board Members noted that investment
performance for many CAM funds was satisfactory or better, and
that CAM management had already implemented or undertaken to
implement steps to address investment performance in other CAM
funds. Following the closing of the Transaction, these steps may
include combining certain CAM operations with those of certain
Legg Mason subsidiaries. The Boards noted Legg Masons
considerable investment management experience and capabilities,
but were unable to predict what effect, if any, consummation of
the Transaction would have on the future performance of the CAM
funds, including the Fund.
24 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc.
Additional Shareholder
Information (unaudited)
Results of a Special Meeting
of Shareholders
On October 21, 2005, a Special Meeting of
Shareholders was held to approve a new management agreement. The
following table provides the number of votes cast for, against
or withheld, as well as the number of abstentions and broker
non-votes as to the matter voted on at the Special Meeting of
Shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
Item Voted on |
|
Votes For |
|
Votes Against |
|
Abstentions |
|
|
|
Management Agreement
|
|
|
16,091,669 |
|
|
|
1,083,808 |
|
|
|
755,334 |
|
|
Result of Annual Meeting of
Shareholders
The Annual Meeting of Shareholders of the Fund
was held on November 16, 2005, for the purpose of
considering and voting upon the election of Directors. The
following table provides information concerning the matter voted
upon at the Meeting:
|
|
|
|
|
|
|
|
|
Election of Directors |
|
Votes For |
|
Votes Withheld |
|
|
|
Nominees:
|
|
|
|
|
|
|
|
|
Leslie H. Gelb
|
|
|
32,343,869 |
|
|
|
630,183 |
|
William R. Hutchinson
|
|
|
32,388,748 |
|
|
|
585,304 |
|
R. Jay Gerken
|
|
|
32,380,149 |
|
|
|
593,903 |
|
|
At January 31, 2006, in addition to
Leslie H. Gelb, William R. Hutchinson and R. Jay
Gerken, the other Directors of the Fund were as follows:
Carol L. Colman
Daniel P. Cronin
Jeswald W. Salacuse
Riordan Roett
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust
Inc. 25
Dividend Reinvestment Plan
(unaudited)
Pursuant to certain rules of the Securities and
Exchange Commission, 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 receipt 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.
26 Salomon
Brothers 2008 Worldwide Dollar Government Term Trust
Inc. 2006 Semi-Annual Report
|
|
|
Salomon Brothers 2008 Worldwide
Dollar Government Term Trust Inc.
|
|
DIRECTORS
|
Carol L. Colman
Daniel P. Cronin
Leslie H. Gelb
R. Jay Gerken, CFA
William R. Hutchinson
Riordan Roett
Jeswald W. Salacuse
|
|
OFFICERS
|
R. Jay Gerken, CFA
Chairman and Chief Executive Officer
Peter J. Wilby, CFA
President
Andrew B. Shoup
Senior Vice President and
Chief Administrative Officer
Frances M. Guggino
Chief Financial Officer
and Treasurer
James E. Craige, CFA
Executive Vice President
Thomas K. Flanagan, CFA
Executive Vice President
Roger M. Lavan, CFA
Executive Vice President
Ted P. Becker
Chief Compliance Officer
Wendy S. Setnicka
Controller
Robert I. Frenkel
Secretary and
Chief Legal Officer
|
|
SALOMON BROTHERS 2008
WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC. |
125 Broad Street
10th Floor, MF-2
New York, New York 10004
|
|
INVESTMENT MANAGER AND
ADMINISTRATOR |
Salomon Brothers Asset
Management Inc
399 Park Avenue
New York, New York 10022
|
|
CUSTODIAN
|
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
|
|
TRANSFER AGENT
|
American Stock Transfer &
Trust Company
59 Maiden Lane
New York, New York 10038
|
|
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
KPMG LLP
345 Park Avenue
New York, New York 10154
|
|
LEGAL COUNSEL
|
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3909
|
|
NEW YORK STOCK EXCHANGE
SYMBOL |
SBG
|
|
|
|
This report is transmitted to the shareholders of
Salomon Brothers 2008 Worldwide Dollar Government Term Trust
Inc. for their information. This is not a prospectus, circular
or representation intended for use in the purchase of shares of
the Fund or any securities mentioned in this report.
American Stock Transfer
& Trust Company
59 Maiden Lane
New York, New York 10038
SAM0851 01/06 06-9748
|
|
Salomon Brothers
2008 Worldwide Dollar
Government Term Trust Inc.
Notice is hereby given in accordance
with Section 23(c) of the Investment Company Act of 1940,
as amended, that from time to time the Fund may purchase, at
market prices, shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with
the Securities and Exchange Commission for the first and third
quarters of each fiscal year on Form N-Q. The Funds
Forms N-Q are available on the Commissions website at
www.sec.gov. The Funds Forms N-Q may be reviewed and
copied at the Commissions Public Reference Room in
Washington, D.C., and information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC- 0330. To
obtain information on Form N-Q from the Fund, shareholders can
call 1-800-446-1013.
Information on how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended
June 30 and a description of the policies and procedures
that the Fund uses to determine how to vote proxies relating to
portfolio securities is available (1) without charge, upon
request, by calling 1-800-446-1013, and (2) on the
SECs website at www.sec.gov.
|
Not Applicable.
|
|
|
ITEM 3. |
|
AUDIT COMMITTEE FINANCIAL EXPERT. |
Not Applicable.
|
|
|
ITEM 4. |
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable.
|
|
|
ITEM 5. |
|
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
|
|
|
ITEM 6. |
|
SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
|
|
|
ITEM 7. |
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES. |
The Board of Directors of the Fund has delegated the authority to
develop policies and procedures relating to proxy voting to the
Manager. The Manager is part of Citigroup Asset Management
(CAM), a group of investment adviser affiliates of Citigroup,
Inc. (Citigroup). Along with the other investment advisers that
comprise CAM, the Manager has adopted a set of proxy voting
policies and procedures (the Policies) to ensure that the
Manager votes proxies relating to equity securities in the best
interest of clients.
In voting proxies, the Manager is guided by general fiduciary principles and seeks to
act prudently and solely in the best interest of clients. The Manager attempts to
consider all factors that could affect the value of the investment and will vote
proxies in the manner that it believes will be consistent with efforts to maximize
shareholder values. The Manager may utilize an external service provider to provide
it with information and/or a recommendation with regard to proxy votes. However,
such recommendations do not relieve the Manager of its responsibility for the proxy
vote.
In the case of a proxy issue for which there is a stated position in the Policies,
CAM generally votes in accordance with such stated position. In the case of a proxy
issue for which there is a list of factors set forth in the Policies that CAM
considers in voting on such issue, CAM votes on a case-by-case basis in accordance
with the general principles set forth above and considering such enumerated factors.
In the case of a proxy issue for which there is no stated position or list of factors
that CAM considers in voting on such issue, CAM votes on a case-by-case basis in
accordance with the general principles set forth above. Issues for which there is a
stated position set forth in the Policies or for which there is a list of factors set
forth in the Policies that CAM considers in voting on such issues fall into a variety
of categories, including
election of directors, ratification of auditors, proxy and tender offer defenses,
capital structure issues, executive and director compensation, mergers and corporate
restructurings, and social and environmental issues. The stated position on an issue
set forth in the Policies can always be superseded, subject to the duty to act solely
in the best interest of the beneficial owners of accounts, by the investment
management professionals responsible for the account whose shares are being voted.
Issues applicable to a particular industry may cause CAM to abandon a policy that
would have otherwise applied to issuers generally. As a result of the independent
investment advisory services provided by distinct CAM business units, there may be
occasions when different business units or different portfolio managers within the
same business unit vote differently on the same issue.
In furtherance of the Managers goal to vote proxies in the best interest of clients,
the Manager follows procedures designed to identify and address material conflicts
that may arise between the Managers interests and those of its clients before voting
proxies on behalf of such clients. To seek to identify conflicts of interest, CAM
periodically notifies CAM employees (including employees of the Manager) in writing
that they are under an obligation (i) to be aware of the potential for conflicts of
interest with respect to voting proxies on behalf of client accounts both as a result
of their personal relationships and due to special circumstances that may arise
during the conduct of CAMs and the Managers business, and (ii) to bring conflicts
of interest of which they become aware to the attention of compliance personnel. The
Manager also maintains and considers a list of significant relationships that could
present a conflict of interest for the Manager in voting proxies. The Manager is
also sensitive to the fact that a significant, publicized relationship between an
issuer and a non-CAM affiliate might appear to the public to influence the manner in
which the Manager decides to vote a proxy with respect to such issuer. Absent
special circumstances or a significant, publicized non-CAM affiliate relationship
that CAM or the Manager for prudential reasons treats as a potential conflict of
interest because such relationship might appear to the public to influence the manner
in which the Manager decides to vote a proxy, the Manager generally takes the
position that non-CAM relationships between Citigroup and an issuer (e.g. investment
banking or banking) do not present a conflict of interest for the Manager in voting
proxies with respect to such issuer. Such position is based on the fact that the
Manager is operated as an independent business unit from other Citigroup business
units as well as on the existence of information barriers between the Manager and
certain other Citigroup business units.
CAM maintains a Proxy Voting Committee, of which the Manager personnel are members,
to review and address conflicts of interest brought to its attention by compliance
personnel. A proxy issue that will be voted in accordance with a stated position on
an issue or in accordance with the recommendation of an independent third party is
not brought to the attention of the Proxy Voting Committee for a conflict of interest
review because the Managers position is that to the extent a conflict of interest
issue exists, it is resolved by voting in accordance with a pre-determined policy or
in
accordance with the recommendation of an independent third party. With respect to a
conflict of interest brought to its attention, the Proxy Voting Committee first
determines whether such conflict of interest is material. A conflict of interest is
considered material to the extent that it is determined that such conflict is likely
to influence, or appear to influence, the Managers decision-making in voting
proxies. If it is determined by the Proxy Voting Committee that a conflict of
interest is not material, the Manager may vote proxies notwithstanding the existence
of the conflict.
If it is determined by the Proxy Voting Committee that a conflict of interest is
material, the Proxy Voting Committee is responsible for determining an appropriate
method to resolve such conflict of interest before the proxy affected by the conflict
of interest is voted. Such determination is based on the particular facts and
circumstances, including the importance of the proxy issue and the nature of the
conflict of interest. Methods of resolving a material conflict of interest may
include, but are not limited to, disclosing the conflict to clients and obtaining
their consent before voting, or suggesting to clients that they engage another party
to vote the proxy on their behalf.
|
|
|
ITEM 8. |
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
|
|
|
ITEM 9. |
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
|
|
|
ITEM 10. |
|
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. |
|
|
|
|
|
|
|
Exhibit 99.CERT
|
|
Certifications pursuant to section 302 of the Sarbanes-Oxley Act of
2002 |
|
|
|
|
|
|
|
Exhibit 99.906CERT
|
|
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 |
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.
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc.
|
|
|
By:
|
|
/s/ R. Jay Gerken |
|
|
R. Jay Gerken |
|
|
Chief Executive Officer of |
|
|
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
Date: April 10, 2006
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 |
|
|
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
Date: April 10, 2006
|
|
|
By:
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/s/ Frances M. Guggino |
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Frances M. Guggino |
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Chief Financial Officer of |
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Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. |
Date: April 10, 2006