N-CSR 1 a08-22940_3ncsr.htm N-CSR

 

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

811-7994

 

Western Asset Global Partners Income Fund Inc.

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY

 

10041

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

300 First Stamford Place, 4th Floor

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(800) 451-2010

 

 

Date of fiscal year end:

August 31

 

 

Date of reporting period:

August 31, 2008

 

 



 

ITEM 1.                             REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 



 

 

ANNUAL REPORT / AUGUST 31, 2008

 

Western Asset
Global Partners
Income Fund Inc.
(GDF)

 

Managed by  WESTERN ASSET

 

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

 

 


 

Fund objective

 

The Fund’s investment objective is to maintain a high level of current income. As a secondary objective, the Fund seeks capital appreciation.

 

What’s inside

 

Letter from the chairman

 

I

 

 

 

Fund overview

 

1

 

 

 

Fund at a glance

 

6

 

 

 

Schedule of investments

 

7

 

 

 

Statement of assets and liabilities

 

27

 

 

 

Statement of operations

 

28

 

 

 

Statements of changes in net assets

 

29

 

 

 

Statement of cash flows

 

30

 

 

 

Financial highlights

 

31

 

 

 

Notes to financial statements

 

32

 

 

 

Report of independent registered public accounting firm

 

44

 

 

 

Additional information

 

45

 

 

 

Annual chief executive officer and chief financial officer certifications

 

51

 

 

 

Dividend reinvestment and cash purchase plan

 

52

 

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

 


 

Letter from the chairman

 

 

Dear Shareholder,

 

Economic growth in the U.S. was mixed during the 12-month reporting period ended August 31, 2008. Looking back, third quarter 2007 U.S. gross domestic product (“GDP”)i growth was a very strong 4.8%. However, continued weakness in the housing market, an ongoing credit crunch and soaring oil and food prices then took their toll on the economy, as fourth quarter 2007 GDP declined 0.2%. The economy then expanded 0.9% during the first quarter of 2008, and second quarter 2008 GDP growth was 2.8%. In recent months, the economy was supported by strong exports and consumer spending, the latter of which was aided by the government’s tax rebate checks.

 

While the economy may not fall into a recession, it is a moot point for many Americans, as the job market continues to weaken and energy prices remain elevated. In terms of the employment picture, the U.S. Department of Labor reported that payroll employment declined in each of the first eight months of 2008, and the unemployment rate rose to 6.1% in August, its highest level since September 2003. After oil reached a record $147 a barrel on July 11, 2008, it fell to $115 as of August 31, 2008. However, it continues to be well above the price of $74 per barrel as of August 31, 2007.

 

Ongoing issues related to the housing and subprime mortgage markets and seizing credit markets prompted the Federal Reserve Board (“Fed”)ii to take aggressive and, in some cases, unprecedented actions. Beginning in September 2007, the Fed reduced the federal funds rateiii from 5.25% to 4.75%. This marked the first such reduction since June 2003. The Fed then reduced the federal funds rate on six additional occasions through April 2008, bringing the federal funds rate to 2.00%. The Fed then shifted gears in the face of mounting inflationary prices and a weakening U.S. dollar. At its meetings in June, August and September (after the reporting period ended), the Fed held rates steady. In conjunction with its September meeting, the Fed stated: “Strains in financial markets have increased significantly and labor markets have weakened further. Economic growth appears to have slowed recently, partly reflecting a softening of household spending. Tight credit conditions, the ongoing housing contraction, and some slowing in export growth are likely to weigh on economic growth over the next few quarters.”

 

Western Asset Global Partners Income Fund Inc.

 

I

 


 

Letter from the chairman continued

 

Then, on October 8, 2008, in a global coordination effort with six central banks around the world, interest rates were cut in an attempt to reduce the strains in the global financial markets. At that time, the Fed lowered the federal funds rate from 2.00% to 1.50%.

 

In addition to the interest rate cuts, the Fed took several actions to improve liquidity in the credit markets. In March 2008, the Fed established a new lending program allowing certain brokerage firms, known as primary dealers, to also borrow from its discount window. The Fed also increased the maximum term for discount window loans from 30 to 90 days. Also in March, the Fed played a major role in facilitating the purchase of Bear Stearns by JPMorgan Chase. Then, after the close of the reporting period, in mid-September, it announced an $85 billion rescue plan for ailing AIG and pumped $70 billion into the financial system as Lehman Brothers’ bankruptcy and mounting troubles at other financial firms roiled the markets. The U.S. Department of the Treasury also took an active role in attempting to stabilize the financial system, as it orchestrated the government’s takeover of mortgage giants Fannie Mae and Freddie Mac in September. In addition, the Treasury proposed a $700 billion rescue plan to help financial institutions reduce their exposure to troubled mortgage-related securities. After the House of Representatives initially rejected the plan on September 29, 2008, a revamped version was approved by Congress and, on October 3, 2008, signed into law by the President of the United States.

 

During the 12-month reporting period ended August 31, 2008, both short- and long-term Treasury yields experienced periods of extreme volatility. Investors were initially focused on the subprime segment of the mortgage-backed market. These concerns broadened, however, to include a wide range of financial institutions and markets. As a result, other fixed-income instruments also experienced increased price volatility. This turmoil triggered several “flights to quality,” causing Treasury yields to move lower (and their prices higher), while riskier segments of the market saw their yields move higher (and their prices lower). Treasury yields then rose in April, May and early June 2008, as oil prices hit record levels. However, an additional credit crunch in mid-June resulted in another flight to quality, with Treasury yields again moving lower. Overall, during the 12 months ended August 31, 2008, two-year Treasury yields fell from 4.15% to 2.36%. Over the same time frame, 10-year Treasury yields moved from 4.54% to 3.83%. Looking at the 12-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexiv, returned 5.86%.

 

Periods of increased investor risk aversion caused the high-yield bond market to produce weak results over the 12 months ended August 31, 2008. During that period, the Citigroup High Yield Market Indexv returned -1.43%.

 

II

 

Western Asset Global Partners Income Fund Inc.

 


 

While high-yield bond prices rallied on several occasions, it was not enough to overcome several flights to quality that served to drag down the sector.

 

Despite periods of extreme market volatility and increased investor risk aversion, the emerging debt market posted solid results for the 12 months ended August 31, 2008. During that period, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)vi returned 6.80%. Emerging market debt prices fluctuated given uncertainties regarding the potential fallout from the credit crisis in the U.S., fears of slower global growth and gyrating commodity prices. However, this was more than offset by overall solid demand, superior growth rates, increased domestic spending and rating upgrades in countries such as Brazil. For example, in the spring of 2008, Brazil received an investment grade credit rating for the first time from Standard & Poor’s. While many commodity prices are now lower than they were when they reached record high levels earlier in the year, they remain relatively high–further supporting many emerging market countries.

 

A special note regarding recent market volatility

 

In recent weeks, we have experienced a series of events that have impacted the financial markets and created concerns among both novice and seasoned investors alike. In particular, we have witnessed the failure and consolidation of several storied financial institutions, periods of heightened market volatility, and aggressive actions by the U.S. federal government to steady the financial markets and restore investor confidence. While we hope that the worst is over in terms of the issues surrounding the credit and housing crises, it is likely that the fallout will continue to impact the financial markets and the U.S. economy during the remainder of the year and, perhaps, into 2009 as well.

 

Like all asset management firms, Legg Mason has not been immune to these difficult and, in some ways, unprecedented times. However, today’s challenges have only strengthened our resolve to do everything we can to help you reach your financial goals. Now, as always, we remain steadfast in our commitment to provide you with extraordinary service and a full spectrum of investment choices. And rest assured, we will continue to work hard to ensure that our investment managers do everything in their power to deliver strong long-term results.

 

We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our enhanced website, www.leggmason.com/cef. Here you can gain immediate access to many special features to help guide you through difficult times, including:

 

·

Fund prices and performance,

 

 

·

Market insights and commentaries from our portfolio managers, and

 

 

·

A host of educational resources.

 

Western Asset Global Partners Income Fund Inc.

 

III

 


 

Letter from the chairman continued

 

During periods of market unrest, it is especially important to work closely with your financial advisor and remember that reaching one’s investment goals unfolds over time and through multiple market cycles. Time and again, history has shown that, over the long run, the markets have eventually recovered and grown.

 

Information about your fund

 

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

 

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

 

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

 

Sincerely,

 

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

October 8, 2008

 

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

 

i

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

ii

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

iii

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

iv

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

v

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

vi

The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. Countries covered are Argentina, Belize, Brazil, Bulgaria, Chile, China, Colombia, Dominican Republic, Ecuador, Egypt, El Salvador, Gabon, Georgia, Ghana, Hungary, Indonesia, Iraq, Jamaica, Kazakhstan, Lebanon, Malaysia, Mexico, Pakistan, Panama, Peru, the Philippines, Poland, Russia, Serbia, South Africa, Sri Lanka, Trinidad & Tobago, Tunisia, Turkey, Ukraine, Uruguay, Venezuela and Vietnam.

 

IV

 

Western Asset Global Partners Income Fund Inc.

 


 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. The Fund seeks to maintain a high level of current income. As a secondary objective, the Fund seeks capital appreciation. Under normal market conditions, the Fund invests at least 33% of its total assets in securities of issuers that are, or are incorporated in or generate the majority of their revenue in, emerging market countries and at least 33% of its total assets in high-yield U.S. corporate debt securities. The Fund is also able to invest up to 33% of its total assets in a broad range of other U.S. and non-U.S. fixed-income securities, both investment grade and high-yield securities, including, but not limited to, corporate bonds, loans, mortgage- and asset-backed securities, preferred stocks and sovereign debt, derivative instruments of the foregoing securities and dollar rolls.

 

The Fund’s investment process assimilates top-down macroeconomic views with bottom-up credit analysts’ fundamental and relative value views regarding industry and issuer opportunities. As a firm, Western Asset Management Company (“Western Asset”), the Fund’s subadviser, aims to add value by exploiting inefficiencies in the fixed-income markets. A fundamental approach is used to identify these inefficiencies. The Fund diversifies its holdings across a range of securities, industries and maturity dates in an attempt to minimize the risk of any individual holding. We use various tools, both external and proprietary, to help identify, measure and manage portfolio risk. In particular, we look for companies that we believe have the ability to weather adverse economic conditions while providing moderate to high returns to bondholders, companies that are repositioning in the marketplace and that we believe are temporarily undervalued, and companies that demonstrate an ability to improve their financial condition where that improvement and positive trajectory have not yet been fully appreciated by rating agencies and the market. Often times, this strategy will result in a higher concentration of lower-rated securities in the portfolio versus our benchmark. However, no assurance can be given that markets will perform as we predict, and a risk of loss exists.

 

Western Asset utilizes a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio managers, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization.

 

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

 

A. During the fiscal year, bond markets in both the U.S. and abroad experienced periods of increased volatility. A severe credit crunch in many developed countries, coupled with changing perceptions regarding the

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

1

 


 

Fund overview continued

 

economy, inflation and future central bank monetary policy caused bond prices to fluctuate.

 

Over the 12-month reporting period, there were several “flights to quality,” as increased risk aversion caused investors to flock to the relative safety of government bonds. As a result, the global government bond market, as measured by the JPMorgan Global Government Bond Index (Hedged)i, generated a respectable 5.52% return during the one-year period ended August 31, 2008. Over the same period, riskier asset classes generated mixed results. While default rates remained relatively low, high-yield bond prices fell sharply on several occasions. All told, high-yield bonds, as measured by the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Indexii, returned -0.66%. Emerging market debt fared much better, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)iii gained 6.80% during the 12-month reporting period. Many emerging market countries saw their bond prices rise as they benefited from high commodity prices and solid economic growth.

 

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

 

A. While riskier asset classes suffered indiscriminately during this past year’s spike in risk aversion and round after round of fire sales, emerging market sovereign debt held up relatively better than high-yield and investment grade corporate bonds. Believing relative valuations of these corporate bonds were more attractive, we increased the Fund’s exposure to these asset classes and reduced its exposure to emerging market sovereign debt. As a long-term value investor, this period of extreme volatility has been severely challenging. In our opinion, pricing has been determined more by technical selling pressure and herd behavior rather than underlying fundamental value. It can be tempting to alter one’s investment philosophy to conform to these abnormal market conditions. However, Western Asset knows that these conditions will not last forever and we are sticking with the philosophy that has served us well for the past 30 years. Rather than attempt to time the market, we continue to focus on holding securities that we deem to be “money-good” and mature at par. We also increased the Fund’s exposure to local currency emerging market debt. There are a number of select countries with credible central banks that are running large current account surpluses and providing funds to the rest of the world. We felt valuations were much stronger within these countries and, therefore, felt it prudent to diversify into these currencies that, we believed, were undervalued relative to the U.S. dollar.

 

2

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Performance review

 

For the 12 months ended August 31, 2008, Western Asset Global Partners Income Fund Inc. returned -2.16% based on its net asset value (“NAV”)iv and 0.11% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Lehman Brothers U.S. Corporate High Yield 2% Issuer Cap Index and the EMBI Global, returned -0.66% and 6.80%, respectively, for the same period. The Lipper Global Income Closed-End Funds Category Averagev returned 2.81% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

During the 12-month period, the Fund made distributions to shareholders totaling $0.98 per share. The performance table shows the Fund’s 12-month total return based on its NAV and market price as of August 31, 2008. Past performance is no guarantee of future results.

 

PERFORMANCE SNAPSHOT as of August 31, 2008 (unaudited)

 

PRICE PER SHARE

 

12-MONTH
TOTAL RETURN*

$11.36 (NAV)

 

-2.16%

$10.30 (Market Price)

 

0.11%

 

All figures represent past performance and are not a guarantee of future results.

 

*

Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

Q. What were the leading contributors to performance?

 

A. The Fund had diversified its emerging market debt exposure during the period to include a number of currencies, including the Brazilian real, Egyptian pound, Russian ruble, Malaysian ringgit and Indonesian ruppiah. All of these currencies appreciated against the U.S. dollar, with the largest gains on the Brazilian real, which was up nearly 17%. This currency appreciation was on top of already strong performance from the underlying bond position. Overall, this position had a large positive impact on the Fund’s performance. An overweight to Brazilian debt, in general, was also a contributor to results as the country reached investment grade status during the period as a result of debt reduction, prudent fiscal policy and a disciplined central bank.

 

Q. What were the leading detractors from performance?

 

A. The Fund had an emphasis on high-yield corporate debt when the reporting period began and increased this exposure as spreads widened in the early part of the period. This had a significant negative impact on performance. We felt that spreads had decoupled from the fundamentals and no longer accurately reflected the probability of default. While we still hold

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

3

 


 

Fund overview continued

 

great conviction in that view, the markets did not recover as we expected and short-term technical selling continued to dominate to the detriment of the Fund’s performance. In particular, we felt that spreads on a number of select financial firms widened disproportionately to their inherent risk and our issue selection strategy within the Financials sector further detracted from returns. The Fund’s exposure to the broad investment grade market through the use of a credit default swap also detracted from performance, as spreads widened dramatically, especially on these more liquid contracts, during the financial crisis. In addition, an underweight to the Philippines detracted from results as the country performed better than most of its peers.

 

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

 

A. There were no significant changes to the Fund during the 12-month period.

 

Looking for additional information?

 

The Fund is traded under the symbol “GDF” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XGDFX” on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites, as well as www.leggmason.com/cef.

 

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

 

Thank you for your investment in Western Asset Global Partners Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

 

Sincerely,

 

Western Asset Management Company

 

September 16, 2008

 

4

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

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

 

RISKS: The Fund may invest in high-yield and foreign securities, including emerging markets, which involve risks beyond those inherent in higher-rated and domestic investments. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. Derivatives, such as options and futures, can be illiquid and harder to value, especially in declining markets. A small investment in certain derivatives may have a potentially large impact on the Fund’s performance.

 

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

 

i                     The JPMorgan Global Government Bond Index (Hedged) is a total return, market capitalization weighted index, comprised of fixed-rate government debt of 13 developed government bond markets. The Index is rebalanced monthly and consists of the following countries: Australia, Belgium, Canada, Denmark, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden, United Kingdom and United States.

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

iii               The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. Countries covered are Argentina, Belize, Brazil, Bulgaria, Chile, China, Colombia, Dominican Republic, Ecuador, Egypt, El Salvador, Gabon, Georgia, Ghana, Hungary, Indonesia, Iraq, Jamaica, Kazakhstan, Lebanon, Malaysia, Mexico, Pakistan, Panama, Peru, the Philippines, Poland, Russia, Serbia, South Africa, Sri Lanka, Trinidad & Tobago, Tunisia, Turkey, Ukraine, Uruguay, Venezuela and Vietnam.

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

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

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

5

 


 

Fund at a glance (unaudited)

 

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

 

 

6

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Schedule of investments

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

CORPORATE BONDS & NOTES — 64.5%

 

 

 

CONSUMER DISCRETIONARY — 10.9%

 

 

 

 

 

Auto Components — 0.9%

 

 

 

 

 

Allison Transmission Inc., Senior Notes:

 

 

 

270,000

 

11.000% due 11/1/15(a)

 

$

249,750

 

465,000

 

11.250% due 11/1/15(a)(b)

 

416,175

 

535,000

 

Keystone Automotive Operations Inc.,

 

 

 

 

 

Senior Subordinated Notes, 9.750% due 11/1/13

 

219,350

 

 

 

Visteon Corp., Senior Notes:

 

 

 

509,000

 

8.250% due 8/1/10

 

432,650

 

1,171,000

 

12.250% due 12/31/16(a)

 

807,990

 

 

 

Total Auto Components

 

2,125,915

 

 

 

Automobiles — 0.9%

 

 

 

 

 

Ford Motor Co., Debentures:

 

 

 

265,000

 

8.875% due 1/15/22

 

136,475

 

595,000

 

8.900% due 1/15/32

 

318,325

 

 

 

General Motors Corp.:

 

 

 

890,000

 

Notes, 7.200% due 1/15/11

 

574,050

 

 

 

Senior Debentures:

 

 

 

200,000

 

8.250% due 7/15/23

 

98,500

 

2,160,000

 

8.375% due 7/15/33

 

1,080,000

 

 

 

Total Automobiles

 

2,207,350

 

 

 

Diversified Consumer Services — 0.4%

 

 

 

 

 

Education Management LLC/Education Management Finance Corp.:

 

 

 

85,000

 

Senior Notes, 8.750% due 6/1/14

 

77,881

 

550,000

 

Senior Subordinated Notes, 10.250% due 6/1/16

 

484,688

 

 

 

Service Corp. International, Senior Notes:

 

 

 

180,000

 

7.625% due 10/1/18

 

173,700

 

130,000

 

7.500% due 4/1/27

 

106,925

 

 

 

Total Diversified Consumer Services

 

843,194

 

 

 

Hotels, Restaurants & Leisure — 2.3%

 

 

 

 

 

Boyd Gaming Corp., Senior Subordinated Notes:

 

 

 

90,000

 

6.750% due 4/15/14

 

69,975

 

100,000

 

7.125% due 2/1/16

 

76,250

 

590,000

 

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

 

8,850

 

410,000

 

Caesars Entertainment Inc., Senior Subordinated Notes, 8.125% due 5/15/11

 

289,050

 

125,000

 

Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13

 

106,250

 

675,000

 

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

 

651,375

 

430,000

 

Downstream Development Quapaw, Senior Notes, 12.000% due 10/15/15(a)

 

353,675

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

7

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Hotels, Restaurants & Leisure — 2.3% continued

 

 

 

335,000

 

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

 

$

326,625

 

350,000

 

Harrah’s Operating Co. Inc., Senior Notes, 10.750% due 2/1/16(a)

 

237,125

 

440,000

 

Indianapolis Downs LLC & Capital Corp., 11.000% due 11/1/12(a)

 

352,000

 

800,000

 

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

 

574,000

 

 

 

MGM MIRAGE Inc.:

 

 

 

210,000

 

Notes, 6.750% due 9/1/12

 

181,650

 

240,000

 

Senior Notes, 7.625% due 1/15/17

 

198,900

 

55,000

 

Mohegan Tribal Gaming Authority, Senior Subordinated Notes, 6.875% due 2/15/15

 

38,775

 

569,000

 

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

 

596,027

 

755,000

 

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

 

524,725

 

245,000

 

Snoqualmie Entertainment Authority, Senior Secured Notes, 6.875% due 2/1/14(a)(d)

 

180,688

 

 

 

Station Casinos Inc.:

 

 

 

 

 

Senior Notes:

 

 

 

560,000

 

6.000% due 4/1/12

 

393,400

 

185,000

 

7.750% due 8/15/16

 

125,800

 

 

 

Senior Subordinated Notes:

 

 

 

475,000

 

6.500% due 2/1/14

 

216,125

 

50,000

 

6.625% due 3/15/18

 

21,000

 

 

 

Total Hotels, Restaurants & Leisure

 

5,522,265

 

 

 

Household Durables — 1.1%

 

 

 

55,000

 

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

 

52,525

 

1,250,000

 

Holt Group Inc., Senior Notes, 9.750% due 1/15/49(c)(e)(f)

 

0

 

445,000

 

Jarden Corp., Senior Subordinated Notes, 7.500% due 5/1/17

 

398,275

 

765,000

 

K Hovnanian Enterprises Inc., 11.500% due 5/1/13(a)

 

785,081

 

665,000

 

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

 

665,000

 

695,000

 

Norcraft Holdings LP/Norcraft Capital Corp.,

 

 

 

 

 

Senior Discount Notes, step bond to yield 9.838% due 9/1/12

 

622,025

 

 

 

Total Household Durables

 

2,522,906

 

 

 

Internet & Catalog Retail — 0.1%

 

 

 

320,000

 

Ticketmaster, Senior Notes, 10.750% due 8/1/16(a)

 

329,600

 

 

 

Media — 3.7%

 

 

 

 

 

Affinion Group Inc.:

 

 

 

110,000

 

Senior Notes, 10.125% due 10/15/13

 

108,900

 

935,000

 

Senior Subordinated Notes, 11.500% due 10/15/15

 

916,300

 

 

See Notes to Financial Statements.

 

8

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Media — 3.7% continued

 

 

 

2,894,000

 

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

 

$

2,235,615

 

336,000

 

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

 

302,400

 

200,000

 

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

 

133,000

 

210,000

 

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

 

139,650

 

910,000

 

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

 

960,050

 

 

 

CSC Holdings Inc.:

 

 

 

280,000

 

Senior Debentures, 8.125% due 8/15/09

 

284,900

 

345,000

 

Senior Notes, 6.750% due 4/15/12

 

338,100

 

635,000

 

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

 

490,538

 

75,000

 

DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., Senior Notes, 8.375% due 3/15/13

 

78,000

 

195,000

 

EchoStar DBS Corp., Senior Notes, 7.750% due 5/31/15

 

187,200

 

520,000

 

Globo Communicacoes e Participacoes SA, Bonds, 7.250% due 4/26/22(a)

 

517,400

 

1,345,000

 

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

 

615,337

 

 

 

R.H. Donnelley Corp.:

 

 

 

200,000

 

Senior Discount Notes, 6.875% due 1/15/13

 

110,500

 

150,000

 

Senior Notes, 8.875% due 1/15/16

 

79,500

 

140,000

 

R.H. Donnelley Inc., 11.750% due 5/15/15(a)

 

103,600

 

320,000

 

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

 

304,800

 

 

 

TL Acquisitions Inc.:

 

 

 

640,000

 

Senior Notes, 10.500% due 1/15/15(a)

 

550,400

 

450,000

 

Senior Subordinated Notes, step bond to yield 13.361% due 7/15/15(a)

 

324,000

 

 

 

Total Media

 

8,780,190

 

 

 

Multiline Retail — 0.8%

 

 

 

 

 

Dollar General Corp.:

 

 

 

105,000

 

Senior Notes, 10.625% due 7/15/15

 

105,787

 

570,000

 

Senior Subordinated Notes, 11.875% due 7/15/17(b)

 

541,500

 

 

 

Neiman Marcus Group Inc.:

 

 

 

140,000

 

7.125% due 6/1/28

 

118,300

 

390,000

 

Senior Notes, 9.000% due 10/15/15(b)

 

381,225

 

905,000

 

Senior Subordinated Notes, 10.375% due 10/15/15

 

886,900

 

 

 

Total Multiline Retail

 

2,033,712

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

9

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Specialty Retail — 0.6%

 

 

 

280,000

 

Ace Hardware Corp., Senior Secured Notes, 9.125% due 6/1/16(a)

 

$

253,400

 

 

 

AutoNation Inc., Senior Notes:

 

 

 

85,000

 

4.791% due 4/15/13(d)

 

70,550

 

95,000

 

7.000% due 4/15/14

 

82,650

 

540,000

 

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

 

430,650

 

240,000

 

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

 

248,700

 

 

 

Michaels Stores Inc.:

 

 

 

380,000

 

Senior Notes, 10.000% due 11/1/14

 

286,900

 

230,000

 

Senior Subordinated Bonds, 11.375% due 11/1/16

 

148,350

 

 

 

Total Specialty Retail

 

1,521,200

 

 

 

Textiles, Apparel & Luxury Goods — 0.1%

 

 

 

325,000

 

Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11

 

317,688

 

 

 

TOTAL CONSUMER DISCRETIONARY

 

26,204,020

 

CONSUMER STAPLES — 1.2%

 

 

 

 

 

Beverages — 0.2%

 

 

 

515,000

 

Constellation Brands Inc., Senior Notes, 7.250% due 9/1/16

 

507,275

 

 

 

Food & Staples Retailing — 0.0%

 

 

 

87,000

 

Delhaize America Inc., Debentures, 9.000% due 4/15/31

 

101,148

 

 

 

Food Products — 0.4%

 

 

 

 

 

Dole Food Co. Inc., Senior Notes:

 

 

 

50,000

 

8.625% due 5/1/09

 

49,625

 

800,000

 

7.250% due 6/15/10

 

744,000

 

110,000

 

Stater Brothers Holdings Inc., 7.750% due 4/15/15

 

106,700

 

 

 

Total Food Products

 

900,325

 

 

 

Household Products — 0.3%

 

 

 

300,000

 

American Achievement Corp., Senior Subordinated Notes, 8.250% due 4/1/12(a)

 

295,500

 

325,000

 

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

 

311,188

 

 

 

Total Household Products

 

606,688

 

 

 

Tobacco — 0.3%

 

 

 

 

 

Alliance One International Inc., Senior Notes:

 

 

 

55,000

 

8.500% due 5/15/12

 

51,837

 

620,000

 

11.000% due 5/15/12

 

633,950

 

 

 

Total Tobacco

 

685,787

 

 

 

TOTAL CONSUMER STAPLES

 

2,801,223

 

 

See Notes to Financial Statements.

 

10

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

ENERGY — 8.4%

 

 

 

 

 

Energy Equipment & Services — 0.2%

 

 

 

355,000

 

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

 

$

350,563

 

175,000

 

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

 

178,500

 

70,000

 

Southern Natural Gas Co., Senior Notes, 8.000% due 3/1/32

 

74,849

 

 

 

Total Energy Equipment & Services

 

603,912

 

 

 

Oil, Gas & Consumable Fuels — 8.2%

 

 

 

540,000

 

Atlas Pipeline Partners LP, 8.750% due 6/15/18(a)

 

529,200

 

1,675,000

 

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

 

1,712,687

 

990,000

 

Chesapeake Energy Corp., Senior Notes, 6.625% due 1/15/16

 

933,075

 

500,000

 

Compagnie Generale de Geophysique SA, Senior Notes, 7.750% due 5/15/17

 

500,000

 

4

 

Corral Finans AB, Senior Secured Subordinated Bonds, 4.291% due 4/15/10(a)(b)(d)

 

3

 

 

 

El Paso Corp.:

 

 

 

 

 

Medium-Term Notes:

 

 

 

900,000

 

7.800% due 8/1/31

 

893,250

 

230,000

 

7.750% due 1/15/32

 

227,031

 

825,000

 

Notes, 7.875% due 6/15/12

 

850,631

 

 

 

Enterprise Products Operating LP:

 

 

 

350,000

 

Junior Subordinated Notes, 8.375% due 8/1/66(d)

 

346,308

 

260,000

 

Subordinated Notes, 7.034% due 1/15/68(d)

 

225,863

 

805,000

 

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

 

800,975

 

1,410,000

 

Gaz Capital SA, Medium Term Notes, 7.288% due 8/16/37(a)

 

1,215,632

 

 

 

Gazprom, Loan Participation Notes:

 

 

 

1,240,000

 

6.212% due 11/22/16(a)

 

1,121,704

 

260,000

 

Senior Notes, 6.510% due 3/7/22(a)

 

220,974

 

140,000

 

Inergy LP/Inergy Finance Corp., Senior Notes, 8.250% due 3/1/16(a)

 

132,300

 

635,000

 

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

 

647,700

 

1,530,000

 

KazMunaiGaz Finance Sub B.V., 8.375% due 7/2/13(a)

 

1,560,600

 

 

 

Mariner Energy Inc., Senior Notes:

 

 

 

260,000

 

7.500% due 4/15/13

 

244,400

 

120,000

 

8.000% due 5/15/17

 

110,400

 

330,000

 

MarkWest Energy Partners LP/MarkWest Energy Finance Corp., Senior Notes, 8.750% due 4/15/18(a)

 

330,000

 

155,000

 

OPTI Canada Inc., Senior Secured Notes, 7.875% due 12/15/14

 

154,031

 

440,000

 

Parallel Petroleum Corp., 10.250% due 8/1/14

 

431,200

 

300,000

 

Parker Drilling Co., Senior Notes, 9.625% due 10/1/13

 

315,000

 

813,000

 

Pemex Project Funding Master Trust, Senior Bonds, 6.625% due 6/15/35

 

806,624

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

11

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Oil, Gas & Consumable Fuels — 8.2% continued

 

 

 

 

 

Petrohawk Energy Corp., Senior Notes:

 

 

 

330,000

 

9.125% due 7/15/13

 

$

330,000

 

140,000

 

7.875% due 6/1/15(a)

 

131,250

 

 

 

Petroplus Finance Ltd.:

 

 

 

470,000

 

6.750% due 5/1/14(a)

 

427,700

 

280,000

 

Senior Note, 7.000% due 5/1/17(a)

 

249,900

 

1,400,000

 

SandRidge Energy Inc., Senior Notes, 8.000% due 6/1/18(a)

 

1,319,500

 

1,090,000

 

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

 

207,100

 

320,000

 

Southwestern Energy Co., Senior Notes, 7.500% due 2/1/18(a)

 

328,800

 

110,000

 

Targa Resources Partners LP, Senior Notes, 8.250% due 7/1/16(a)

 

100,650

 

200,000

 

Teekay Corp., Senior Notes, 8.875% due 7/15/11

 

208,750

 

600,000

 

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

 

354,000

 

330,000

 

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

 

298,650

 

725,000

 

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

 

692,375

 

 

 

Williams Cos. Inc.:

 

 

 

 

 

Notes:

 

 

 

120,000

 

7.125% due 9/1/11

 

124,284

 

185,000

 

8.750% due 3/15/32

 

208,679

 

300,000

 

Senior Notes, 7.625% due 7/15/19

 

314,081

 

 

 

Total Oil, Gas & Consumable Fuels

 

19,605,307

 

 

 

TOTAL ENERGY

 

20,209,219

 

FINANCIALS — 10.6%

 

 

 

 

 

Commercial Banks — 5.1%

 

 

 

1,150,000

 

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

 

1,138,500

 

3,768,531

 

HSBC Bank PLC, 7.000% due 11/1/11(f)

 

3,660,789

 

 

 

HSBK Europe BV:

 

 

 

250,000

 

9.250% due 10/16/13(a)

 

240,625

 

740,000

 

7.250% due 5/3/17(a)

 

616,050

 

 

 

ICICI Bank Ltd., Subordinated Bonds:

 

 

 

186,000

 

6.375% due 4/30/22(a)(d)

 

156,361

 

130,000

 

6.375% due 4/30/22(a)(d)

 

110,718

 

65,777,500

RUB

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

 

2,657,448

 

810,000

 

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

 

793,233

 

 

 

Russian Agricultural Bank, Loan Participation Notes:

 

 

 

731,000

 

7.175% due 5/16/13(a)

 

718,280

 

1,686,000

 

6.299% due 5/15/17(a)

 

1,501,383

 

 

See Notes to Financial Statements.

 

12

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Commercial Banks — 5.1% continued

 

 

 

 

 

TuranAlem Finance BV, Bonds:

 

 

 

530,000

 

8.250% due 1/22/37(a)

 

$

376,300

 

475,000

 

8.250% due 1/22/37(a)

 

337,250

 

 

 

Total Commercial Banks

 

12,306,937

 

 

 

Consumer Finance — 2.6%

 

 

 

665,000

 

AmeriCredit Corp., 8.500% due 7/1/15

 

510,387

 

 

 

Ford Motor Credit Co.:

 

 

 

 

 

Notes:

 

 

 

100,000

 

7.875% due 6/15/10

 

86,237

 

295,000

 

7.000% due 10/1/13

 

213,940

 

 

 

Senior Notes:

 

 

 

862,000

 

8.026% due 6/15/11(d)

 

675,048

 

170,000

 

5.538% due 1/13/12(d)

 

125,603

 

2,565,000

 

12.000% due 12/15/16

 

2,172,034

 

 

 

General Motors Acceptance Corp.:

 

 

 

2,125,000

 

Bonds, 8.000% due 11/1/31

 

1,148,063

 

480,000

 

Notes, 6.875% due 8/28/12

 

281,804

 

990,000

 

SLM Corp., 8.450% due 6/15/18

 

909,256

 

 

 

Total Consumer Finance

 

6,122,372

 

 

 

Diversified Financial Services — 2.1%

 

 

 

200,000

 

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

 

119,000

 

320,000

 

Capmark Financial Group Inc., 5.875% due 5/10/12

 

206,665

 

335,000

 

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

 

271,350

 

130,000

 

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

 

132,080

 

 

 

Leucadia National Corp., Senior Notes:

 

 

 

380,000

 

8.125% due 9/15/15

 

384,275

 

140,000

 

7.125% due 3/15/17

 

132,475

 

 

 

Residential Capital LLC:

 

 

 

1,148,000

 

Junior Secured Notes, 9.625% due 5/15/15(a)

 

384,580

 

775,000

 

Senior Secured Notes, 8.500% due 5/15/10(a)

 

538,625

 

 

 

TNK-BP Finance SA:

 

 

 

760,000

 

7.500% due 7/18/16(a)

 

682,100

 

1,160,000

 

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

 

1,041,100

 

610,000

 

Vanguard Health Holdings Co. I LLC, Senior Discount Notes, step bond to yield 10.998% due 10/1/15

 

550,525

 

525,000

 

Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, 9.000% due 10/1/14

 

518,437

 

 

 

Total Diversified Financial Services

 

4,961,212

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

13

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Insurance — 0.3%

 

 

 

960,000

 

American International Group Inc., Junior Subordinated Debentures, 8.175% due 5/15/58(a)(d)

 

$

743,192

 

 

 

Real Estate Investment Trusts (REITs) — 0.2%

 

 

 

20,000

 

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

 

18,100

 

 

 

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

 

 

 

120,000

 

6.500% due 6/1/16

 

114,600

 

360,000

 

6.750% due 4/1/17

 

343,800

 

 

 

Total Real Estate Investment Trusts (REITs)

 

476,500

 

 

 

Real Estate Management & Development — 0.3%

 

 

 

335,000

 

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

 

185,925

 

 

 

Realogy Corp.:

 

 

 

100,000

 

10.500% due 4/15/14

 

59,500

 

635,000

 

11.000% due 4/15/14(b)

 

301,625

 

640,000

 

Senior Subordinated Notes, 12.375% due 4/15/15

 

297,600

 

 

 

Total Real Estate Management & Development

 

844,650

 

 

 

TOTAL FINANCIALS

 

25,454,863

 

HEALTH CARE — 3.8%

 

 

 

 

 

Health Care Equipment & Supplies — 0.3%

 

 

 

395,000

 

Advanced Medical Optics Inc., Senior Subordinated Notes, 7.500% due 5/1/17

 

355,500

 

 

 

Biomet Inc.:

 

 

 

160,000

 

10.375% due 10/15/17(b)

 

168,800

 

255,000

 

11.625% due 10/15/17

 

269,344

 

 

 

Total Health Care Equipment & Supplies

 

793,644

 

 

 

Health Care Providers & Services — 3.5%

 

 

 

690,000

 

CRC Health Corp., 10.750% due 2/1/16

 

534,750

 

 

 

DaVita Inc.:

 

 

 

310,000

 

Senior Notes, 6.625% due 3/15/13

 

303,800

 

455,000

 

Senior Subordinated Notes, 7.250% due 3/15/15

 

449,881

 

 

 

HCA Inc.:

 

 

 

400,000

 

Debentures, 7.500% due 12/15/23

 

312,347

 

 

 

Notes:

 

 

 

610,000

 

6.375% due 1/15/15

 

506,300

 

55,000

 

7.690% due 6/15/25

 

43,300

 

 

 

Senior Notes:

 

 

 

4,000

 

6.250% due 2/15/13

 

3,480

 

135,000

 

6.500% due 2/15/16

 

113,063

 

 

 

Senior Secured Notes:

 

 

 

525,000

 

9.250% due 11/15/16

 

541,406

 

1,000,000

 

9.625% due 11/15/16(b)

 

1,011,250

 

 

See Notes to Financial Statements.

 

14

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Health Care Providers & Services — 3.5% continued

 

 

 

975,000

 

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

 

$

982,312

 

 

 

Tenet Healthcare Corp., Senior Notes:

 

 

 

665,000

 

6.375% due 12/1/11

 

645,050

 

160,000

 

6.500% due 6/1/12

 

155,600

 

754,000

 

7.375% due 2/1/13

 

711,587

 

455,000

 

9.875% due 7/1/14

 

460,688

 

 

 

Universal Hospital Services Inc.:

 

 

 

130,000

 

6.303% due 6/1/15(d)

 

121,550

 

635,000

 

Senior Secured Notes, 8.500% due 6/1/15(b)

 

635,000

 

986,000

 

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

 

793,730

 

 

 

Total Health Care Providers & Services

 

8,325,094

 

 

 

Pharmaceuticals — 0.0%

 

 

 

1,515,000

 

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

 

79,538

 

 

 

TOTAL HEALTH CARE

 

9,198,276

 

INDUSTRIALS — 7.5%

 

 

 

 

 

Aerospace & Defense — 0.9%

 

 

 

350,000

 

BE Aerospace Inc., 8.500% due 7/1/18

 

365,750

 

555,000

 

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

 

574,425

 

1,300,000

 

Hawker Beechcraft Acquisition Co., Senior Notes, 8.875% due 4/1/15(b)

 

1,303,250

 

 

 

Total Aerospace & Defense

 

2,243,425

 

 

 

Airlines — 1.0%

 

 

 

 

 

Continental Airlines Inc., Pass-Through Certificates:

 

 

 

11,894

 

6.541% due 9/15/09

 

11,180

 

196,765

 

8.312% due 4/2/11(f)

 

174,137

 

230,000

 

7.339% due 4/19/14

 

173,650

 

1,130,000

 

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

 

1,096,100

 

 

 

Delta Air Lines Inc.:

 

 

 

329,143

 

8.954% due 8/10/14(f)

 

240,274

 

 

 

Pass-Through Certificates:

 

 

 

406,692

 

6.619% due 3/18/11

 

386,358

 

310,000

 

7.711% due 9/18/11

 

249,550

 

 

 

Total Airlines

 

2,331,249

 

 

 

Building Products — 1.1%

 

 

 

 

 

Associated Materials Inc.:

 

 

 

1,420,000

 

Senior Discount Notes, step bond to yield 15.124% due 3/1/14

 

958,500

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

15

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Building Products — 1.1% continued

 

 

 

170,000

 

Senior Subordinated Notes, 9.750% due 4/15/12

 

$

170,425

 

758,000

 

GTL Trade Finance Inc., 7.250% due 10/20/17(a)

 

764,491

 

 

 

Nortek Inc.:

 

 

 

290,000

 

Senior Secured Notes, 10.000% due 12/1/13(a)

 

272,600

 

340,000

 

Senior Subordinated Notes, 8.500% due 9/1/14

 

209,100

 

940,000

 

NTK Holdings Inc., Senior Discount Notes, step bond to yield 15.368% due 3/1/14

 

399,500

 

 

 

Total Building Products

 

2,774,616

 

 

 

Commercial Services & Supplies — 1.9%

 

 

 

900,000

 

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

 

955,125

 

315,000

 

Ashtead Holdings PLC, Secured Notes, 8.625% due 8/1/15(a)

 

281,925

 

 

 

DynCorp International LLC/DIV Capital Corp.:

 

 

 

120,000

 

9.500% due 2/15/13(a)

 

120,000

 

1,519,000

 

Senior Subordinated Notes, 9.500% due 2/15/13

 

1,507,608

 

550,000

 

Interface Inc., Senior Notes, 10.375% due 2/1/10

 

580,250

 

780,000

 

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

 

627,900

 

2,000,000

 

Safety-Kleen Services Inc., Senior Subordinated Notes, 9.250% due 6/1/08(c)(e)(f)

 

0

 

 

 

US Investigations Services Inc.:

 

 

 

450,000

 

11.750% due 5/1/16(a)

 

366,750

 

60,000

 

Senior Subordinated Notes, 10.500% due 11/1/15(a)

 

53,700

 

 

 

Total Commercial Services & Supplies

 

4,493,258

 

 

 

Construction & Engineering — 0.3%

 

 

 

290,000

 

CSC Holdings Inc., 8.500% due 6/15/15(a)

 

292,900

 

470,000

 

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

 

471,175

 

 

 

Total Construction & Engineering

 

764,075

 

 

 

Industrial Conglomerates — 0.2%

 

 

 

500,000

 

Moll Industries Inc., Senior Subordinated Notes, 10.500% due 7/1/10(c)(e)(f)

 

0

 

 

 

Sequa Corp., Senior Notes:

 

 

 

260,000

 

11.750% due 12/1/15(a)

 

230,100

 

260,000

 

13.500% due 12/1/15(a)(b)

 

230,100

 

 

 

Total Industrial Conglomerates

 

460,200

 

 

 

Machinery — 0.1%

 

 

 

170,000

 

American Railcar Industries Inc., Senior Notes, 7.500% due 3/1/14

 

158,100

 

40,000

 

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

 

39,600

 

 

 

Total Machinery

 

197,700

 

 

 

Road & Rail — 1.2%

 

 

 

1,575,000

 

Hertz Corp., Senior Subordinated Notes, 10.500% due 1/1/16

 

1,397,812

 

 

See Notes to Financial Statements.

 

16

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Road & Rail — 1.2% continued

 

 

 

 

 

Kansas City Southern de Mexico, Senior Notes:

 

 

 

1,090,000

 

9.375% due 5/1/12

 

$

1,144,500

 

160,000

 

7.625% due 12/1/13

 

157,600

 

25,000

 

7.375% due 6/1/14

 

24,500

 

100,000

 

Kansas City Southern Railway, Senior Notes, 7.500% due 6/15/09

 

101,625

 

 

 

Total Road & Rail

 

2,826,037

 

 

 

Trading Companies & Distributors — 0.6%

 

 

 

315,000

 

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

 

285,075

 

430,000

 

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

 

374,100

 

1,045,000

 

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

 

757,625

 

 

 

Total Trading Companies & Distributors

 

1,416,800

 

 

 

Transportation Infrastructure — 0.2%

 

 

 

 

 

Swift Transportation Co., Senior Secured Notes:

 

 

 

790,000

 

10.554% due 5/15/15(a)(d)

 

280,450

 

345,000

 

12.500% due 5/15/17(a)

 

128,513

 

 

 

Total Transportation Infrastructure

 

408,963

 

 

 

TOTAL INDUSTRIALS

 

17,916,323

 

INFORMATION TECHNOLOGY — 1.6%

 

 

 

 

 

Communications Equipment — 0.3%

 

 

 

880,000

 

Lucent Technologies Inc., Debentures, 6.450% due 3/15/29

 

616,000

 

 

 

Electronic Equipment, Instruments & Components — 0.2%

 

 

 

 

 

NXP BV/NXP Funding LLC:

 

 

 

120,000

 

Senior Notes, 9.500% due 10/15/15

 

81,600

 

 

 

Senior Secured Notes:

 

 

 

160,000

 

5.541% due 10/15/13(d)

 

125,000

 

300,000

 

7.875% due 10/15/14

 

247,500

 

 

 

Total Electronic Equipment, Instruments & Components

 

454,100

 

 

 

IT Services — 0.9%

 

 

 

445,000

 

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

 

396,606

 

1,500,000

 

First Data Corp., 5.625% due 11/1/11

 

804,375

 

 

 

SunGard Data Systems Inc.:

 

 

 

149,000

 

Senior Notes, 9.125% due 8/15/13

 

151,980

 

920,000

 

Senior Subordinated Notes, 10.250% due 8/15/15

 

931,500

 

 

 

Total IT Services

 

2,284,461

 

 

 

Semiconductors & Semiconductor Equipment — 0.0%

 

 

 

 

 

Freescale Semiconductor Inc.:

 

 

 

80,000

 

10.125% due 12/15/16

 

61,800

 

40,000

 

Senior Notes, 8.875% due 12/15/14

 

32,600

 

 

 

Total Semiconductors & Semiconductor Equipment

 

94,400

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

17

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Software — 0.2%

 

 

 

565,000

 

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

 

$

429,400

 

 

 

TOTAL INFORMATION TECHNOLOGY

 

3,878,361

 

MATERIALS — 7.6%

 

 

 

 

 

Chemicals — 1.1%

 

 

 

750,000

 

FMC Finance III SA, Senior Notes, 6.875% due 7/15/17

 

723,750

 

1,180,000

 

Georgia Gulf Corp., Senior Notes, 10.750% due 10/15/16

 

584,100

 

345,000

 

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

 

322,575

 

450,000

 

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

 

474,750

 

1,130,000

 

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

 

581,950

 

 

 

Total Chemicals

 

2,687,125

 

 

 

Containers & Packaging — 0.3%

 

 

 

200,000

 

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

 

189,000

 

160,000

 

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

 

133,600

 

325,000

 

Radnor Holdings Inc., Senior Notes, 11.000% due 3/15/10(c)(e)(f)

 

0

 

250,000

 

Rock-Tenn Co., Senior Notes, 9.250% due 3/15/16(a)

 

257,500

 

175,000

 

Solo Cup Co., Senior Subordinated Notes, 8.500% due 2/15/14

 

154,875

 

 

 

Total Containers & Packaging

 

734,975

 

 

 

Metals & Mining — 4.5%

 

 

 

1,040,000

 

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

 

1,016,600

 

650,000

 

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

 

690,059

 

150,000

 

Metals USA Holdings Corp., 6.750% due 7/1/12(b)(d)

 

136,125

 

730,000

 

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

 

766,500

 

505,000

 

Noranda Aluminium Holding Corp., Senior Notes, 8.578% due 11/15/14(b)(d)

 

404,000

 

900,000

 

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

 

839,250

 

1,305,000

 

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

 

1,285,425

 

4,280,000

 

Vale Overseas Ltd., Notes, 6.875% due 11/21/36

 

4,205,031

 

1,530,000

 

Vedanta Resources PLC, Senior Notes, 8.750% due 1/15/14(a)

 

1,530,000

 

 

 

Total Metals & Mining

 

10,872,990

 

 

 

Paper & Forest Products — 1.7%

 

 

 

 

 

Abitibi-Consolidated Co. of Canada:

 

 

 

877,000

 

15.500% due 7/15/10(a)

 

666,520

 

770,000

 

Senior Secured Notes, 13.750% due 4/1/11(a)

 

812,350

 

735,000

 

Appleton Papers Inc., Senior Subordinated Notes, 9.750% due 6/15/14

 

584,325

 

 

 

NewPage Corp., Senior Secured Notes:

 

 

 

1,020,000

 

9.051% due 5/1/12(d)

 

961,350

 

200,000

 

10.000% due 5/1/12

 

195,000

 

 

See Notes to Financial Statements.

 

18

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Paper & Forest Products — 1.7% continued

 

 

 

143,066

 

Newpage Holding Corp., 9.986% due 11/1/13(b)(d)

 

$

133,409

 

600,000

 

Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25

 

525,000

 

90,000

 

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

 

76,950

 

 

 

Total Paper & Forest Products

 

3,954,904

 

 

 

TOTAL MATERIALS

 

18,249,994

 

TELECOMMUNICATION SERVICES — 7.3%

 

 

 

 

 

Diversified Telecommunication Services — 5.1%

 

 

 

 

 

Axtel SAB de CV:

 

 

 

70,000

 

11.000% due 12/15/13

 

75,075

 

100,000

 

7.625% due 2/1/17(a)

 

97,750

 

1,793,000

 

Senior Notes, 7.625% due 2/1/17(a)

 

1,748,175

 

110,000

 

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

 

84,975

 

 

 

Citizens Communications Co.:

 

 

 

15,000

 

Debentures, 7.050% due 10/1/46

 

9,938

 

630,000

 

Senior Notes, 7.875% due 1/15/27

 

544,950

 

 

 

Hawaiian Telcom Communications Inc.:

 

 

 

180,000

 

Senior Notes, 9.750% due 5/1/13

 

50,400

 

405,000

 

Senior Subordinated Notes, 12.500% due 5/1/15

 

72,900

 

1,750,000

 

Intelsat Corp., 9.250% due 8/15/14(a)

 

1,754,375

 

 

 

Level 3 Financing Inc.:

 

 

 

40,000

 

6.845% due 2/15/15(d)

 

32,500

 

980,000

 

Senior Notes, 9.250% due 11/1/14

 

904,050

 

1,815,000

 

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

 

1,756,012

 

 

 

Qwest Communications International Inc., Senior Notes:

 

 

 

412,000

 

6.304% due 2/15/09(d)

 

413,030

 

725,000

 

7.500% due 2/15/14

 

663,375

 

845,000

 

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

 

688,675

 

480,000

 

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

 

444,600

 

520,000

 

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

 

503,050

 

1,130,000

 

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

 

1,081,975

 

455,000

 

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

 

468,650

 

790,000

 

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

 

786,050

 

 

 

Total Diversified Telecommunication Services

 

12,180,505

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

19

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Wireless Telecommunication Services — 2.2%

 

 

 

420,000

 

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

 

$

485,100

 

700,000

 

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

 

682,008

 

190,000

 

iPCS Inc., 4.926% due 5/1/13(d)

 

169,575

 

195,000

 

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

 

194,269

 

 

 

Sprint Capital Corp., Senior Notes:

 

 

 

70,000

 

8.375% due 3/15/12

 

70,578

 

1,040,000

 

6.875% due 11/15/28

 

886,220

 

 

 

True Move Co., Ltd.:

 

 

 

2,430,000

 

10.750% due 12/16/13(a)

 

1,944,000

 

950,000

 

10.375% due 8/1/14(a)

 

736,250

 

 

 

Total Wireless Telecommunication Services

 

5,168,000

 

 

 

TOTAL TELECOMMUNICATION SERVICES

 

17,348,505

 

UTILITIES — 5.6%

 

 

 

 

 

Electric Utilities — 0.7%

 

 

 

560,000

 

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

 

598,500

 

455,000

 

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

 

493,675

 

680,000

 

Texas Competitive Electric Holding Co. LLC, Senior Notes, 10.500% due 11/1/16(a)(b)

 

654,500

 

 

 

Total Electric Utilities

 

1,746,675

 

 

 

Gas Utilities — 0.4%

 

 

 

945,000

 

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

 

864,675

 

 

 

Independent Power Producers & Energy Traders — 4.5%

 

 

 

300,000

 

AES Corp., Senior Notes, 9.375% due 9/15/10

 

316,500

 

 

 

Dynegy Holdings Inc.:

 

 

 

480,000

 

Senior Debentures, 7.625% due 10/15/26

 

396,000

 

670,000

 

Senior Notes, 7.750% due 6/1/19

 

621,425

 

280,000

 

Dynegy Inc., 7.670% due 11/8/16

 

274,050

 

 

 

Edison Mission Energy, Senior Notes:

 

 

 

610,000

 

7.750% due 6/15/16

 

613,050

 

350,000

 

7.200% due 5/15/19

 

337,750

 

440,000

 

7.625% due 5/15/27

 

399,300

 

5,310,000

 

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

 

5,270,175

 

805,000

 

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

 

802,987

 

 

 

NRG Energy Inc., Senior Notes:

 

 

 

275,000

 

7.250% due 2/1/14

 

271,906

 

1,175,000

 

7.375% due 2/1/16

 

1,163,250

 

135,000

 

7.375% due 1/15/17

 

132,300

 

 

See Notes to Financial Statements.

 

20

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE

 

 

 

 

 

AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Independent Power Producers & Energy Traders — 4.5% continued

 

 

 

120,000

 

TXU Corp., Senior Notes, 6.500% due 11/15/24

 

$

86,342

 

 

 

Total Independent Power Producers & Energy Traders

 

10,685,035

 

 

 

TOTAL UTILITIES

 

13,296,385

 

 

 

TOTAL CORPORATE BONDS & NOTES

 

 

 

 

 

(Cost — $176,283,692)

 

154,557,169

 

ASSET-BACKED SECURITY — 0.0%

 

 

 

 

 

Diversified Financial Services — 0.0%

 

 

 

987,700

 

Airplanes Pass-Through Trust, Subordinated Notes, 10.875% due 3/15/19(c)(e)(f)
(Cost — $987,700)

 

0

 

CONVERTIBLE BONDS & NOTES — 0.5%

 

 

 

 

 

Marine — 0.2%

 

 

 

570,000

 

Horizon Lines Inc., 4.250% due 8/15/12

 

470,963

 

 

 

Media — 0.1%

 

 

 

120,000

 

Virgin Media Inc., 6.500% due 11/15/16(a)

 

110,700

 

 

 

Thrifts & Mortgage Finance — 0.2%

 

 

 

590,000

 

Countrywide Financial Corp., 0.000% due 4/15/37(d)

 

575,987

 

 

 

TOTAL CONVERTIBLE BONDS & NOTES

 

 

 

 

 

(Cost — $1,109,734)

 

1,157,650

 

COLLATERALIZED SENIOR LOANS — 1.3%

 

 

 

 

 

Auto Components — 0.3%

 

 

 

728,528

 

Allison Transmission, Term Loan B, 5.263% due 8/7/14(d)

 

656,131

 

 

 

Containers & Packaging — 0.3%

 

 

 

1,100,003

 

Berry Plastics Corp., Senior Term Loan, 9.791% due 6/15/14(d)

 

660,002

 

 

 

Energy Equipment & Services — 0.3%

 

 

 

786,502

 

Turbo Beta Ltd., Term Loan, 14.500% due 3/15/18(d)(e)

 

778,637

 

 

 

IT Services — 0.3%

 

 

 

790,000

 

First Data Corp., 9.320% due 9/24/15(d)

 

726,677

 

 

 

Paper & Forest Products — 0.1%

 

 

 

224,000

 

Verso Paper Holdings LLC, 9.033% due 2/1/13(d)

 

186,480

 

 

 

TOTAL COLLATERALIZED SENIOR LOANS

 

 

 

 

 

(Cost — $3,302,246)

 

3,007,927

 

SOVEREIGN BONDS — 28.6%

 

 

 

 

 

Argentina — 1.9%

 

 

 

 

 

Republic of Argentina:

 

 

 

4,199,000

 

Bonds, 7.000% due 9/12/13

 

3,008,817

 

1,272,111

 

Discount Notes, 8.280% due 12/31/33(h)

 

950,903

 

5,670,000

 

GDP Linked Securities, 1.330% due 12/15/35(d)

 

567,000

 

 

 

Total Argentina

 

4,526,720

 

 

 

Brazil — 9.1%

 

 

 

9,001,000

BRL

Brazil Nota do Tesouro Nacional, 10.000% due 1/1/12

 

4,951,914

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

21

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Brazil — 9.1% continued

 

 

 

 

 

Federative Republic of Brazil:

 

 

 

5,350,000

 

7.125% due 1/20/37(h)

 

$

5,970,600

 

 

 

Collective Action Securities:

 

 

 

2,185,000

 

8.750% due 2/4/25

 

2,736,712

 

7,298,000

 

Notes, 8.000% due 1/15/18(h)

 

8,162,813

 

 

 

Total Brazil

 

21,822,039

 

 

 

Colombia — 1.1%

 

 

 

 

 

Republic of Colombia:

 

 

 

100,000

 

7.375% due 1/27/17

 

110,250

 

2,190,000

 

7.375% due 9/18/37(h)

 

2,405,715

 

 

 

Total Colombia

 

2,515,965

 

 

 

Ecuador — 0.6%

 

 

 

1,631,000

 

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

 

1,451,590

 

 

 

Egypt — 0.2%

 

 

 

2,810,000

EGP

Arab Republic of Egypt, 8.750% due 7/18/12(a)

 

483,581

 

 

 

Gabon — 0.2%

 

 

 

512,000

 

Gabonese Republic, 8.200% due 12/12/17(a)

 

524,800

 

 

 

Indonesia — 1.1%

 

 

 

 

 

Republic of Indonesia:

 

 

 

7,931,000,000

IDR

10.250% due 7/15/22

 

748,128

 

5,692,000,000

IDR

11.000% due 9/15/25

 

558,129

 

5,058,000,000

IDR

10.250% due 7/15/27

 

463,478

 

250,000

 

8.500% due 10/12/35(a)

 

268,750

 

5,998,000,000

IDR

9.750% due 5/15/37

 

514,406

 

 

 

Total Indonesia

 

2,552,891

 

 

 

Mexico — 0.1%

 

 

 

160,000

 

United Mexican States, Medium-Term Notes, 5.625% due 1/15/17

 

161,920

 

 

 

Panama — 2.3%

 

 

 

 

 

Republic of Panama:

 

 

 

1,625,000

 

7.250% due 3/15/15

 

1,771,250

 

246,000

 

9.375% due 4/1/29

 

326,565

 

3,394,000

 

6.700% due 1/26/36(h)

 

3,483,941

 

 

 

Total Panama

 

5,581,756

 

 

 

Peru — 0.7%

 

 

 

 

 

Republic of Peru:

 

 

 

381,000

 

Bonds, 6.550% due 3/14/37

 

391,477

 

1,200,000

 

Global Bonds, 7.350% due 7/21/25

 

1,350,000

 

 

 

Total Peru

 

1,741,477

 

 

 

Russia — 0.1%

 

 

 

160,000

 

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

 

281,245

 

 

See Notes to Financial Statements.

 

22

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

 

 

Turkey — 7.4%

 

 

 

 

 

Republic of Turkey:

 

 

 

78,000

 

7.000% due 6/5/20

 

$

78,293

 

575,000

 

11.875% due 1/15/30(h)

 

871,844

 

416,000

 

Bonds, 7.000% due 9/26/16

 

427,960

 

9,650,000

 

Collective Action Securities, Notes, 7.375% due 2/5/25(h)

 

9,782,687

 

7,026,000

 

Notes, 6.875% due 3/17/36(h)

 

6,578,092

 

 

 

Total Turkey

 

17,738,876

 

 

 

Venezuela — 3.8%

 

 

 

 

 

Bolivarian Republic of Venezuela:

 

 

 

3,733,000

 

8.500% due 10/8/14(h)

 

3,481,022

 

4,267,000

 

5.750% due 2/26/16(h)

 

3,306,925

 

233,000

 

7.650% due 4/21/25

 

178,245

 

 

 

Collective Action Securities:

 

 

 

1,982,000

 

9.375% due 1/13/34

 

1,729,295

 

391,000

 

Notes, 10.750% due 9/19/13

 

401,753

 

 

 

Total Venezuela

 

9,097,240

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $70,630,973)

 

68,480,100

 

SHARES

 

 

 

 

 

COMMON STOCKS — 0.0%

 

 

 

CONSUMER DISCRETIONARY — 0.0%

 

 

 

 

 

Household Durables — 0.0%

 

 

 

1,349,235

 

Home Interiors & Gifts Inc.(e)(f)*

 

1

 

10,194

 

Mattress Discounters Corp.(e)(f)*

 

0

 

 

 

TOTAL CONSUMER DISCRETIONARY

 

1

 

INDUSTRIALS — 0.0%

 

 

 

 

 

Machinery — 0.0%

 

 

 

5

 

Glasstech Inc.(e)(f)*

 

0

 

INFORMATION TECHNOLOGY — 0.0%

 

 

 

 

 

Computers & Peripherals — 0.0%

 

 

 

12,166

 

Axiohm Transaction Solutions Inc.(e)(f)*

 

0

 

 

 

TOTAL COMMON STOCKS
(Cost — $1,121,578)

 

1

 

PREFERRED STOCKS — 0.1%

 

 

 

CONSUMER DISCRETIONARY — 0.0%

 

 

 

 

 

Media — 0.0%

 

 

 

1

 

ION Media Networks Inc., Series B, 12.000%*

 

715

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

23

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

SHARES

 

SECURITY

 

VALUE

 

FINANCIALS — 0.1%

 

 

 

 

 

Diversified Financial Services — 0.0%

 

 

 

6,800

 

Preferred Plus Trust, Series FRD-1, 7.400%

 

$

68,000

 

300

 

Saturns, Series F 2003-5, 8.125%

 

3,138

 

4,091

 

TCR Holdings Corp., Class B Shares, 0.000%(e)(f)*

 

0

 

2,250

 

TCR Holdings Corp., Class C Shares, 0.000%(e)(f)*

 

0

 

5,932

 

TCR Holdings Corp., Class D Shares, 0.000%(e)(f)*

 

0

 

12,271

 

TCR Holdings Corp., Class E Shares, 0.000%(e)(f)*

 

0

 

 

 

Total Diversified Financial Services

 

71,138

 

 

 

Thrifts & Mortgage Finance — 0.1%

 

 

 

11,600

 

Federal National Mortgage Association (FNMA), 8.250%

 

166,460

 

 

 

TOTAL FINANCIALS

 

237,598

 

INDUSTRIALS — 0.0%

 

 

 

 

 

Machinery — 0.0%

 

 

 

5

 

Glasstech Inc., 0.000%(e)(f)*

 

0

 

 

 

TOTAL PREFERRED STOCKS
(Cost — $414,156)

 

238,313

 

CONVERTIBLE PREFERRED STOCKS — 0.5%

 

 

 

FINANCIALS — 0.5%

 

 

 

 

 

Diversified Financial Services — 0.5%

 

 

 

940

 

Bank of America Corp.

 

859,160

 

7,800

 

Citigroup Inc.

 

332,436

 

 

 

TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost — $1,323,882)

 

1,191,596

 

ESCROWED SHARES — 0.0%

 

 

 

625,000

 

Pillowtex Corp.(e)(f)* (Cost — $0)

 

0

 

WARRANTS

 

 

 

 

 

WARRANTS — 0.1%

 

 

 

9,125

 

Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20*

 

326,219

 

4,202

 

Pillowtex Corp., Expires 11/24/09(e)(f)*

 

0

 

 

 

TOTAL WARRANTS (Cost — $3,107)

 

326,219

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS
(Cost — $255,177,068)

 

228,958,975

 

 

See Notes to Financial Statements.

 

24

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

FACE
AMOUNT†

 

SECURITY

 

VALUE

 

SHORT-TERM INVESTMENTS — 4.4%

 

 

 

 

 

Sovereign Bonds — 3.4%

 

 

 

 

 

Bank Negara Malaysia Islamic Notes:

 

 

 

610,000

MYR

Zero coupon bond to yield 3.462% due 10/7/08

 

$       179,144

 

3,680,000

MYR

Zero coupon bond to yield 3.327% due 11/27/08

 

1,075,014

 

 

 

Bank Negara Malaysia Monetary Notes:

 

 

 

2,081,000

MYR

Zero coupon bond to yield 3.382% due 9/4/08

 

613,061

 

300,000

MYR

Zero coupon bond to yield 3.428% due 9/23/08

 

88,222

 

3,293,000

MYR

Zero coupon bond to yield 3.269% due 10/21/08

 

966,059

 

200,000

MYR

Zero coupon bond to yield 3.496% due 2/17/09

 

57,953

 

 

 

Egypt Treasury Bills:

 

 

 

8,800,000

EGP

Zero coupon bond to yield 6.800% due 11/11/08

 

1,599,635

 

19,275,000

EGP

Zero coupon bond to yield 7.600% due 11/25/08

 

3,487,789

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $8,103,992)

 

8,066,877

 

 

 

U.S. Government Agency — 0.0%

 

 

 

106,000

 

Federal National Mortgage Association (FNMA),
Discount Notes, 1.384%-1.825% due 12/15/08
(g) (Cost — $105,569)

 

105,202

 

 

 

Repurchase Agreement — 1.0%

 

 

 

2,427,000

 

Morgan Stanley tri-party repurchase agreement dated 8/29/08, 2.030% due 9/2/08; Proceeds at maturity — $2,427,547; (Fully collateralized by various U.S. government agency obligations, 2.850% to 3.375% due 11/19/09 to 3/5/10; Market value — $2,512,284)
(Cost — $2,427,000)

 

2,427,000

 

 

 

TOTAL SHORT-TERM INVESTMENTS (Cost — $10,636,561)

 

10,599,079

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $265,813,629#)

 

$239,558,054

 

 

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

*

Non-income producing security.

(a)

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

(b)

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

(c)

Security is currently in default.

(d)

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

(e)

Illiquid security.

(f)

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

(g)

Rate shown represents yield-to-maturity.

(h)

All or a portion of this security is held by the counterparty as a collateral for open reverse repurchase agreements.

#

Aggregate cost for federal income tax purposes is $266,421,145.

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

25

 


 

Schedule of investments continued

August 31, 2008

 

WESTERN ASSET GLOBAL PARTNERS INCOME FUND INC.

 

Abbreviations used in this schedule:

BRL

– Brazilian Real

EGP

– Egyptian Pound

GDP

– Gross Domestic Product

IDR

– Indonesian Rupiah

MYR

– Malaysian Ringgit

OJSC

– Open Joint Stock Company

RUB

– Russian Ruble

 

See Notes to Financial Statements.

 

26

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Statement of assets and liabilities

August 31, 2008

 

ASSETS:

 

 

 

Investments, at value (Cost — $265,813,629)

 

$239,558,054

 

Foreign currency, at value (Cost — $386,915)

 

380,775

 

Cash

 

289

 

Interest and dividends receivable

 

5,030,250

 

Deposits with brokers for swap contracts

 

1,100,000

 

Receivable for securities sold

 

907,181

 

Receivable for open swap contracts

 

19,163

 

Prepaid expenses

 

16,123

 

Total Assets

 

247,011,835

 

LIABILITIES:

 

 

 

Payable for open reverse repurchase agreement

 

35,707,246

 

Loan payable (Note 4)

 

35,000,000

 

Swap contracts, at value (premium received $321,262)

 

1,179,222

 

Payable for securities purchased

 

847,987

 

Interest payable

 

228,249

 

Investment management fee payable

 

155,144

 

Payable for open forward currency contracts

 

14,622

 

Payable for open swap contracts

 

2,839

 

Directors’ fees payable

 

1,406

 

Accrued expenses

 

175,159

 

Total Liabilities

 

73,311,874

 

TOTAL NET ASSETS

 

$173,699,961

 

NET ASSETS:

 

 

 

Par value ($0.001 par value; 15,289,720 shares issued and outstanding; 100,000,000 shares authorized)

 

$         15,290

 

Paid-in capital in excess of par value

 

205,937,505

 

Undistributed net investment income

 

1,893,118

 

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

 

(7,056,106

)

Net unrealized depreciation on investments, swap contracts and foreign currencies

 

(27,089,846

)

TOTAL NET ASSETS

 

$173,699,961

 

Shares Outstanding

 

15,289,720

 

Net Asset Value

 

$11.36

 

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

27

 


 

Statement of operations

For the Year Ended August 31, 2008

 

INVESTMENT INCOME:

 

 

 

Interest

 

$ 22,555,533

 

Dividends

 

138,036

 

Less: Foreign taxes withheld

 

(24,784

)

Total Investment Income

 

22,668,785

 

EXPENSES:

 

 

 

Interest expense (Notes 3 and 4)

 

2,730,944

 

Investment management fee (Note 2)

 

1,959,379

 

Shareholder reports

 

111,529

 

Legal fees

 

93,768

 

Audit and tax

 

79,350

 

Commitment fees

 

56,196

 

Directors’ fees

 

45,486

 

Custody fees

 

31,785

 

Transfer agent fees

 

25,703

 

Stock exchange listing fees

 

18,687

 

Insurance

 

5,864

 

Miscellaneous expenses

 

9,159

 

Total Expenses

 

5,167,850

 

NET INVESTMENT INCOME

 

17,500,935

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES CONTRACTS, WRITTEN OPTIONS, SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS (NOTES 1 AND 3):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

(4,299,417

)

Futures contracts

 

(42,659

)

Written Options

 

29,551

 

Swap contracts

 

125,108

 

Foreign currency transactions

 

(154,203

)

Net Realized Loss

 

(4,341,620

)

Change in Net Unrealized Appreciation/Depreciation From:

 

 

 

Investments

 

(16,109,475

)

Swap contracts

 

(857,960

)

Foreign currencies

 

27,738

 

Change in Net Unrealized Appreciation/Depreciation

 

(16,939,697

)

NET LOSS ON INVESTMENTS, FUTURES CONTRACTS, OPTIONS WRITTEN, SWAP CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS

 

(21,281,317

)

DECREASE IN NET ASSETS FROM OPERATIONS

 

$  (3,780,382

)

 

See Notes to Financial Statements.

 

28

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Statements of changes in net assets

 

FOR THE YEARS ENDED AUGUST 31,

 

2008

 

2007

 

OPERATIONS:

 

 

 

 

 

Net investment income

 

$  17,500,935

 

$  14,245,349

 

Net realized gain (loss)

 

(4,341,620

)

5,718,159

 

Change in net unrealized appreciation/depreciation

 

(16,939,697

)

(10,716,910

)

Increase from payment by affiliate

 

 

3,938

 

Increase (Decrease) in Net Assets From Operations

 

(3,780,382

)

9,250,536

 

DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1):

 

 

 

 

 

Net investment income

 

(14,999,215

)

(14,494,655

)

Decrease in Net Assets From Distributions to Shareholders

 

(14,999,215

)

(14,494,655

)

DECREASE IN NET ASSETS

 

(18,779,597

)

(5,244,119

)

NET ASSETS:

 

 

 

 

 

Beginning of year

 

192,479,558

 

197,723,677

 

End of year*

 

$173,699,961

 

$192,479,558

 

*  Includes undistributed net investment income and overdistributed net investment income, respectively, of:

 

$1,893,118

 

$(868,704

)

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

29

 


 

Statement of cash flows

For the Year Ended August 31, 2008

 

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

Interest received

 

$

20,735,876

 

Operating expenses paid

 

(2,393,907

)

Net purchases of short-term investments

 

(4,177,984

)

Realized loss on foreign currency transactions

 

(154,203

)

Realized gain on options

 

29,551

 

Realized loss on futures contracts

 

(42,659

)

Realized gain on swap contracts

 

125,108

 

Net change in unrealized depreciation on foreign currencies

 

(3,795

)

Purchases of long-term investments

 

(150,282,559

)

Proceeds from disposition of long-term investments

 

137,685,340

 

Premium for written swaps

 

321,262

 

Change in payable for open forward currency contracts

 

14,622

 

Change in payable on interest rate swap contracts

 

2,839

 

Interest paid

 

(2,693,978

)

Net Cash Provided by Operating Activities

 

(834,487

)

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:

 

 

 

Cash distributions paid on Common Stock

 

(16,207,103

)

Deposits with brokers for swap contracts

 

(1,100,000

)

Proceeds from reverse repurchase agreements

 

18,472,906

 

Net Cash Flows Used by Financing Activities

 

1,165,803

 

NET INCREASE IN CASH

 

331,316

 

Cash, beginning of year

 

49,748

 

Cash, end of year

 

$

381,064

 

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

 

 

 

Increase in Net Assets From Operations

 

$

(3,780,382

)

Accretion of discount on investments

 

(1,724,369

)

Amortization of premium on investments

 

321,588

 

Decrease in investments, at value

 

5,402,470

 

Decrease in payable for securities purchased

 

(502,410

)

Increase in interest receivable

 

(530,128

)

Increase in premium for written swaps

 

321,262

 

Increase in interest rate swap contracts payable

 

2,839

 

Increase in receivable for securities sold

 

(439,944

)

Increase in payable for open forward currency contracts

 

14,622

 

Increase in prepaid expenses

 

(7,424

)

Increase in interest payable

 

36,966

 

Increase in accrued expenses

 

50,423

 

Total Adjustments

 

2,945,895

 

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES

 

$

(834,487

)

 

See Notes to Financial Statements.

 

30

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Financial highlights

 

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

 

 

 

2008

 

2007

 

2006

 

2005

 

2004

 

NET ASSET VALUE, BEGINNING OF YEAR

 

$12.59

 

$12.93

 

$13.06

 

$12.17

 

$11.55

 

INCOME (LOSS) FROM OPERATIONS:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

1.14

 

0.93

 

0.97

 

1.07

 

1.15

 

Net realized and unrealized gain (loss)

 

(1.39

)

(0.32

)1

(0.14

)

1.01

 

0.89

 

Total income (loss) from operations

 

(0.25

)

0.61

 

0.83

 

2.08

 

2.04

 

LESS DISTRIBUTIONS FROM:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.98

)

(0.95

)

(0.96

)

(1.19

)

(1.43

)

Total distributions

 

(0.98

)

(0.95

)

(0.96

)

(1.19

)

(1.43

)

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

 

 

 

 

 

0.01

 

NET ASSET VALUE, END OF YEAR

 

$11.36

 

$12.59

 

$12.93

 

$13.06

 

$12.17

 

MARKET PRICE, END OF YEAR

 

$10.30

 

$11.27

 

$11.77

 

$12.78

 

$14.03

 

Total return, based on NAV2,3

 

(2.16

)%

4.59

%4

6.70

%

17.88

%

18.63

%

Total return, based on Market Price Per Share3

 

0.11

%

3.36

%

0.08

%

(0.39

)%

18.86

%

NET ASSETS, END OF YEAR (000s)

 

$173,700

 

$192,480

 

$197,724

 

$199,698

 

$184,936

 

RATIOS TO AVERAGE NET ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

2.77

%

2.96

%

3.27

%

2.68

%

2.11

%

Gross expenses, excluding interest expense

 

1.31

 

1.31

 

1.23

 

1.26

 

1.27

 

Net expenses

 

2.77

 

2.96

5

3.27

5

2.68

 

2.11

 

Net expenses, excluding interest expense

 

1.31

 

1.31

5

1.23

5

1.26

 

1.27

 

Net investment income

 

9.38

 

7.03

 

7.25

 

8.43

 

9.64

 

PORTFOLIO TURNOVER RATE

 

46

%

75

%

71

%

49

%

69

%

SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Loans Outstanding, End of Year (000s)

 

$35,000

 

$35,000

 

$47,124

 

$59,124

 

$59,124

 

Weighted Average Loan (000s)

 

$35,000

 

$37,657

 

$56,461

 

$59,124

 

$59,124

 

Weighted Average Interest Rate on Loans

 

4.32

%

5.63

%

5.90

%

3.79

%

2.41

%

 

1

The investment manager reimbursed the Fund for losses incurred resulting from an investment transaction error. The impact of this reimbursement to net realized and unrealized gain was less than $0.01 per share.

2

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

3

The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

4

The impact of the reimbursement of the Fund for the losses incurred, resulting from an investment transaction error, to Fund’s total return was less than 0.01%.

5

Reflects fee waivers and/or expense reimbursements.

 

See Notes to Financial Statements.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

31

 


 

Notes to financial statements

 

1. Organization and significant accounting policies

 

Western Asset Global Partners Income Fund Inc. (the “Fund”) was incorporated in Maryland on September 3, 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 Fund’s investment objective seeks to maintain a high level of current income. As a secondary objective, the Fund seeks capital appreciation.

 

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

 

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

 

(b) Repurchase agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

 

(c) Reverse repurchase agreements. The Fund may enter into a reverse repurchase agreement in which the Fund sells a portfolio security at a specified price with an agreement to purchase the same or substantially the same

 

32

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

security from the same counterparty at a fixed or determinable price at a future date. When entering into reverse repurchase agreements, the Fund’s custodian delivers to the counterparty liquid assets, the market value of which, at the inception of the transaction, at least equals the repurchase price (including accrued interest). The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings, which may create leverage risk to the Fund.

 

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

 

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

 

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

 

(e) Forward foreign currency contracts. The Fund may enter into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

33

 


 

Notes to financial statements continued

 

contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed.

 

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

 

(f) Financial futures contracts. The Fund may enter into financial futures contracts typically to hedge a portion of the portfolio. Upon entering into a financial futures contract, the Fund is required to deposit cash or securities as initial margin, equal to a certain percentage of the contract amount (initial margin deposit). Additional securities are also segregated up to the current market value of the financial futures contracts. Subsequent payments, known as “variation margin,” are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying financial instruments. For foreign currency denominated futures contracts, variation margins are not settled daily. The Fund recognizes an unrealized gain or loss equal to the fluctuation in the value. When the financial futures contracts are closed, a realized gain or loss is recognized equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts.

 

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

 

(g) Written options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the option written. If the option expires, the Fund realizes a gain from investments equal to the amount of the premium received. When a written call option is exercised, the difference between the premium received plus the option exercise price and the Fund’s basis in the underlying security (in the case of a covered written call option), or the cost to purchase the underlying security (in the case of an uncovered written call option), including brokerage commission, is treated as a

 

34

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

realized gain or loss. When a written put option is exercised, the amount of the premium received is added to the cost of the security purchased by the Fund from the exercise of the written put option to form the Fund’s basis in the underlying security purchased. The writer or buyer of an option traded on an exchange can liquidate the position before the exercise of the option by entering into a closing transaction. The cost of a closing transaction is deducted from the original premium received resulting in a realized gain or loss to the Fund.

 

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

 

(h) Swaptions. The Fund may write swaption contracts to manage exposure to fluctuations in interest rates and to enhance portfolio yield. Swaption contracts written by the Fund represent an option that gives the purchaser the right, but not the obligation, to enter into a previously agreed upon swap contract at a future date. If a written call swaption is exercised, the writer enters a swap and is obligated to pay the fixed rate and receive a floating rate in exchange. If a written put swaption is exercised, the writer enters a swap and is obligated to pay the floating rate and receive a fixed rate in exchange. Swaptions are marked to market daily based upon quotations from market makers.

 

When the Fund writes a swaption, an amount equal to the premium received by the Fund is recorded as a liability, the value of which is marked-to-market daily to reflect the current market value of the swaption written. Changes in the value of the swaption are reported as unrealized gains or losses in the Statement of Operations. If the swaption expires, the Fund realizes a gain equal to the amount of the premium received. When a written swaption is exercised, the premium received is added to the basis of the swap agreement entered.

 

Entering into a swaption contract involves, to varying degrees, the elements of credit, market and interest rate risk associated with both option contracts and swap contracts. To reduce credit risk from potential counterparty default, the Fund enters into swaption contracts with counterparties whose creditworthiness has been evaluated by the investment manager. The Fund bears the market risk arising from any change in index values or interest rates.

 

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

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

35

 


 

Notes to financial statements continued

 

based upon prevailing exchange rates on the respective dates of such transactions.

 

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

 

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

 

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

 

(j) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.

 

(k) Credit and market risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

 

(l) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income

 

36

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

 

(m) 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.

 

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

 

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

 

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

 

(o) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.

 

During the current year, the following reclassifications have been made:

 

 

 

Undistributed Net
Investment Income

 

Accumulated Net
Realized Loss

 

(a)

 

$260,102

 

$(260,102)

 

 

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

 

2. Investment management agreement and other transactions with affiliates

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager and Western Asset Management Company (“Western Asset”) is the

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

37

 


 

Notes to financial statements continued

 

Fund’s subadviser. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

 

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly at an annual rate of 1.05% of the Fund’s average weekly net assets.

 

LMPFA has delegated to Western Asset the day-to-day portfolio management of the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund.

 

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

 

3. Investments

 

During the year ended August 31, 2008, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S Government & Agency Obligations were as follows:

 

 

 

INVESTMENTS

 

U.S. GOVERNMENT & AGENCY OBLIGATIONS

 

Purchases

 

$123,710,568

 

 

$401,156

 

 

Sales

 

112,074,517

 

 

414,460

 

 

 

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

 

Gross unrealized appreciation

 

$   4,132,104

 

Gross unrealized depreciation

 

(30,995,195

)

Net unrealized depreciation

 

$(26,863,091

)

 

Transactions in reverse repurchase agreements for the Fund during the year ended August 31, 2008 were as follows:

 

AVERAGE
DAILY
BALANCE*

 

WEIGHTED
AVERAGE
INTEREST RATE*

 

MAXIMUM
AMOUNT
OUTSTANDING

 

$34,816,512

 

3.38%

 

$42,575,487

 

*  Average based on the number of days that Fund had reverse repurchase agreements outstanding.

 

Interest rates on reverse repurchase agreements ranged from 0.35% to 5.85% during the year ended August 31, 2008. Interest expense incurred on reverse repurchase agreements totaled $1,194,562.

 

38

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

At August 31, 2008, the Fund had the following open reverse repurchase agreements:

 

FACE
AMOUNT

 

SECURITY

 

VALUE

 

$2,992,150

 

Reverse Repurchase Agreement with Credit Suisse,

dated 8/25/08 bearing 2.850% to be repurchased at $2,998,072

on 9/19/08, collateralized by: $3,500,000

Bolivarian Republic of Venezuela, 8.500% due 10/8/14;

Market value (including accrued interest) $3,382,425

 

$  2,992,150

 

2,188,467

 

Reverse Repurchase Agreement with Credit Suisse,

dated 6/27/08 bearing 2.750% to be repurchased at $2,203,346

on 9/24/08, collateralized by: $2,190,000

Republic of Columbia, 7.375% due 9/18/37;

Market value (including accrued interest) $2,479,010

 

2,188,467

 

3,720,556

 

Reverse Repurchase Agreement with Credit Suisse,

dated 7/3/08 bearing 2.250% to be repurchased at $3,738,694

on 9/19/08, collateralized by: $3,560,000

Federative Republic of Brazil, 7.125% due 1/20/37;

Market value (including accrued interest) $4,002,598

 

3,720,556

 

3,171,353

 

Reverse Repurchase Agreement with Credit Suisse,

dated 7/3/08 bearing 2.250% to be repurchased at $3,186,814

on 9/19/08, collateralized by: $3,394,000

Republic of Panama, 6.700% due 1/26/36;

Market value (including accrued interest) $3,506,804

 

3,171,353

 

780,793

 

Reverse Repurchase Agreement with Credit Suisse,

dated 8/4/08 bearing 2.500% to be repurchased at $783,558

on 9/24/08, collateralized by: $575,000

Republic of Turkey, 11.875% due 1/15/30;

Market value (including accrued interest) $880,750

 

780,793

 

5,809,097

 

Reverse Repurchase Agreement with Credit Suisse,

dated 8/4/08 bearing 2.500% to be repurchased at $5,827,250

on 9/18/08, collateralized by: $7,026,000

Republic of Turkey, 6.875% due 3/17/36;

Market value (including accrued interest) $6,798,610

 

5,809,097

 

1,441,805

 

Reverse Repurchase Agreement with Credit Suisse,

dated 8/4/08 bearing 3.500% to be repurchased at $1,448,253

on 9/19/08, collateralized by: $2,321,000

Bolivarian Republic of Venezuela, 5.750% due 2/26/16;

Market value (including accrued interest) $1,800,951

 

1,441,805

 

1,043,700

 

Reverse Repurchase Agreement with JPMorgan Chase & Co.,

dated 5/5/08 bearing 2.100% to be repurchased at $1,051,980

on 9/18/08, collateralized by: $1,050,000

Republic of Argentina, 8.280% due 12/31/33;

Market value (including accrued interest) $799,840

 

1,043,700

 

2,050,400

 

Reverse Repurchase Agreement with JPMorgan Chase & Co.,

dated 5/5/08 bearing 2.250% to be repurchased at $2,067,957

on 9/19/08, collateralized by: $1,760,000

Federative Republic of Brazil, 7.125% due 1/20/37;

Market value (including accrued interest) $1,978,813

 

2,050,400

 

1,860,000

 

Reverse Repurchase Agreement with JPMorgan Chase & Co.,

dated 5/5/08 bearing 2.650% to be repurchased at $1,878,758

on 9/19/08, collateralized by: $1,600,000

Federative Republic of Brazil, 8.000% due 1/15/18;

Market value (including accrued interest) $1,806,260

 

1,860,000

 

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

39

 


 

Notes to financial statements continued

 

FACE
AMOUNT

 

SECURITY

 

VALUE

 

9,500,425

 

Reverse Repurchase Agreement with JPMorgan Chase & Co.,

dated 6/18/08 bearing 2.500% to be repurchased at $9,561,782

on 9/19/08, collateralized by: $9,650,000

Republic of Turkey, 7.375% due 2/5/25;

Market value (including accrued interest) $9,834,904

 

$  9,500,425

 

1,148,500

 

Reverse Repurchase Agreement with JPMorgan Chase & Co.,

dated 7/3/08 bearing 2.400% to be repurchased at $1,154,472

on 9/19/08, collateralized by: $1,000,000

Federative Republic of Brazil, 8.000% due 1/15/18;

Market value (including accrued interest) $1,128,913

 

1,148,500

 

 

 

Total Reverse Repurchase Agreements

(Cost — $35,707,246)

 

$35,707,246

 

 

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

 

 

 

LOCAL
CURRENCY

 

MARKET
VALUE

 

SETTLEMENT
DATE

 

UNREALIZED
LOSS

 

Contracts to Buy:

 

 

 

 

 

 

 

 

 

Indian Rupee

 

14,368,900

 

 

$326,499

 

 

9/16/08

 

$  (4,811

)

 

Indian Rupee

 

12,009,700

 

 

272,892

 

 

9/16/08

 

(6,468

)

 

Indian Rupee

 

9,530,000

 

 

216,547

 

 

9/16/08

 

(3,343

)

 

Net unrealized loss on open forward foreign currency contracts

 

 

 

 

 

$(14,622

)

 

 

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

 

 

 

NUMBER OF
CONTRACTS

 

PREMIUMS

 

Written options, outstanding August 31, 2007

 

 

 

Written options

 

7,200,000

 

$32,511

 

Options closed

 

 

 

Options expired

 

(7,200,000

)

(32,511)

 

Written options, outstanding August 31, 2008

 

 

 

 

40

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

At August 31, 2008, the Fund had the following open swap contracts:

 

SWAP COUNTERPARTY
(REFERENCE ENTITY)

 

NOTIONAL
AMOUNT

 

TERMINATION
DATE

 

PERIODIC
PAYMENTS
MADE BY
THE FUND*

 

PERIODIC
PAYMENTS
RECEIVED BY
THE FUND*

 

UNREALIZED
APPRECIATION/
(DEPRECIATION)

 

Credit Default Swaps:

 

 

 

 

 

 

 

 

 

 

 

Barclay’s Capital Inc. (CDX North America Investment Grade High Volatility Index #8)

 

$12,600,000

 

6/20/12

 

(a)

 

0.750% quarterly

 

$(875,416)  

 

Barclay’s Capital Inc. (CDX North America Investment Grade High Volatility Index #10)

 

300,000

 

6/20/13

 

3.500% quarterly

 

(b)

 

12,897  

 

Barclay’s Capital Inc. (CDX North America Investment Grade High Volatility Index #10)

 

100,000

 

6/20/13

 

3.500% quarterly

 

(b)

 

4,559  

 

Net unrealized depreciation on open swap contracts

 

 

 

 

 

 

$(857,960)  

 

 

(a)

As a seller of protection, the Fund will pay an amount up to the notional value of the swap, and in certain instances take delivery of the security if a credit event occurs.

(b)

As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.

*

Percentages shown are annual percentage rates.

 

4. Loan

 

At August 31, 2008, the Fund had a $55,000,000 credit line available pursuant to an amended and restated revolving credit and security agreement, dated November 20, 2006, among the Fund, Panterra Funding LLC (the “Lender”) and Citibank N.A. (“Citibank”) as secondary lender, for which Citibank also acts as administrative agent. The loan generally bears interest at a variable rate based on the weighted average interest rates of the commercial paper or LIBOR, plus any applicable margin. In addition, the Fund pays a commitment fee on the total credit line available, whether used or unused. For the year ended August 31, 2008, the Fund incurred a commitment fee in the amount of $56,196. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. For the year ended August 31, 2008 the Fund incurred interest expense on this loan in the amount of $1,536,382. At August 31, 2008, the Fund had $35,000,000 of borrowings outstanding under this credit agreement.

 

5. Distributions subsequent to August 31, 2008

 

On August 14, 2008, the Fund’s Board declared three dividends, each in the amount of $0.095 per share, payable on September 26, 2008, October 31, 2008 and November 28, 2008 to shareholders of record on September 19, 2008, October 24, 2008 and November 21, 2008, respectively.

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

41

 


 

Notes to financial statements continued

 

6. Income tax information and distributions to shareholders

 

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

 

 

 

2008

 

2007

 

Distributions paid from:

 

 

 

 

 

Ordinary income

 

$14,999,215

 

$14,494,655

 

 

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

 

Undistributed ordinary income — net

 

$

2,075,288

 

Capital loss carryforward*

 

(2,127,258

)

Other book/tax temporary differences(a)

 

(4,503,502

)

Unrealized appreciation/(depreciation)(b)

 

(27,697,362

)

Total accumulated earnings/(losses) — net

 

$

(32,252,834

)

 

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

 

   Year of Expiration

 

Amount   

 

   8/31/2010

 

$(2,016,166

)

   8/31/2016

 

(111,092

)

 

 

$(2,127,258

)

 

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

 

(a)

Other book/tax temporary differences are attributable primarily to the deferral of post-October capital losses for tax purposes, differences between book/tax accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses.

(b)

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

 

7. Recent accounting pronouncements

 

On September 20, 2006, the Financial Accounting Standards Board (“FASB”) released Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Management has determined that there is no material impact to the Fund’s valuation policies as a result of adopting FAS 157. The Fund will implement the disclosure requirements beginning with its November 30, 2008 Form N-Q.

 

* * *

 

42

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

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

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 

43

 


 

Report of independent registered public accounting firm

 

The Board of Directors and Shareholders

Western Asset Global Partners Income Fund Inc.:

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Global Partners Income Fund Inc., as of August 31, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the statement of cash flows for the year then ended, and the financial highlights for each of the years in the four-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended August 31, 2004 were audited by other independent registered public accountants whose report thereon, dated October 22, 2004, expressed an unqualified opinion on those financial highlights.

 

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

 

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

 

 

New York, New York

October 24, 2008

 

44

 

Western Asset Global Partners Income Fund Inc. 2008 Annual Report

 


 

Additional information (unaudited)

Information about Directors and Officers

 

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

 

NON-INTERESTED DIRECTORS:

CAROL L. COLMAN

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1946

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

President, Colman Consulting Co.

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

None

DANIEL P. CRONIN

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1946

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

Retired; Formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

None

 

Western Asset Global Partners Income Fund Inc.

 

45

 


 

Additional information (unaudited) continued

Information about Directors and Officers

 

PAOLO M. CUCCHI

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1941

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

Professor of Italian and French languages, Drew University (since 1984); Formerly Vice President and Dean of College of Liberal Arts at Drew University (from 1984 to 2008)

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

None

LESLIE H. GELB

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1937

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 1994

 

 

 

Principal
occupation(s) during
past 5 years

 

President Emeritus and Senior Board Fellow, The Council on Foreign Relations (since 2003); Formerly, President, The Council on Foreign Relations; Formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

Director of two registered investment companies advised by Blackstone Asia Advisors LLC (“Blackstone Advisors”): India Fund Inc. and Asia Tigers Fund, Inc.

WILLIAM R. HUTCHINSON

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1942

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

President, W.R. Hutchinson & Associates Inc.; (since 2001)

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

Director of Associated Banc-Corp.

 

46

 

Western Asset Global Partners Income Fund Inc.

 


 

RIORDAN ROETT

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1938

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 1995

 

 

 

Principal
occupation(s) during
past 5 years

 

The Sarita and Don Johnston Professor of Political Science and Director, of Western Hemisphere Studies, Paul H. Nitze School of Avanced International Studies, The Johns Hopkins University (since 1993)

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

None

JESWALD W. SALACUSE

c/o Chairman of the Fund, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1938

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 1994

 

 

 

Principal
occupation(s) during
past 5 years

 

Henry J. Braker Professor of Commercial Law, The Fletcher School of Law and Diplomacy, Tufts University (since 1986); President, Arbitration Tribunal, World Bank/ICSID (since 2004)

 

 

 

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

 

24

 

 

 

Other board member-
ships held by Director

 

Director of two registered investment companies advised by Blackstone Advisors

 

Western Asset Global Partners Income Fund Inc.

 

47

 


 

Additional information (unaudited) continued

Information about Directors and Officers

 

INTERESTED DIRECTORS

R. JAY GERKEN, CFA2

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

 

 

 

Birth year

 

1951

 

 

 

Position(s) held
with Fund
1

 

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

 

 

 

Term of office1 and
length of time served

 

Since 2002

 

 

 

Principal
occupation(s) during
past 5 years

 

Managing Director, Legg Mason; Chairman of the Board and Trustee/Director of 164 funds associated with Legg Mason Partners Fund Advisor, LLC. (“LMPFA”) and its affiliates; President of LMPFA (since 2006); Chairman, President and Chief Executive Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates; Formerly, Chairman, Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management, Inc. (“CFM”) (2002 to 2005); Formerly, Chairman, President and Chief Executive Officer, Travelers Investment Advisers Inc. (2002 to 2005)

 

 

 

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

 

149

 

 

 

Other board member-
ships held by Director

 

None

 

OFFICERS:

KAPREL OZSOLAK

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

 

 

 

Birth year

 

1965

 

 

 

Position(s) held
with Fund
1

 

Chief Financial Officer and Treasurer

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

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

 

48

 

Western Asset Global Partners Income Fund Inc.

 


 

TED P. BECKER

Legg Mason, 620 Eighth Avenue, New York, NY 10018

 

 

 

Birth year

 

1951

 

 

 

Position(s) held
with Fund
1

 

Chief Compliance Officer

 

 

 

Term of office1 and
length of time served

 

Since 2006

 

 

 

Principal
occupation(s) during
past 5 years

 

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

ROBERT I. FRENKEL

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

 

 

 

Birth year

 

1954

 

 

 

Position(s) held
with Fund
1

 

Secretary and Chief Legal Officer

 

 

 

Term of office1 and
length of time served

 

Since 2003

 

 

 

Principal
occupation(s) during
past 5 years

 

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

THOMAS C. MANDIA

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

 

 

 

Birth year

 

1962

 

 

 

Position(s) held
with Fund
1

 

Assistant Secretary

 

 

 

Term of office1 and
length of time served

 

Since 2006

 

 

 

Principal
occupation(s) during
past 5 years

 

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

 

Western Asset Global Partners Income Fund Inc.

 

49

 


 

Additional information (unaudited) continued

Information about Directors and Officers

 

STEVEN FRANK

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

 

 

 

Birth year

 

1967

 

 

 

Position(s) held
with Fund
1

 

Controller

 

 

 

Term of office1 and
length of time served

 

Since 2005

 

 

 

Principal
occupation(s) during
past 5 years

 

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

ALBERT LASKAJ

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

 

 

 

Birth year

 

1977

 

 

 

Position(s) held
with Fund
1

 

Controller

 

 

 

Term of office1 and
length of time served

 

Since 2007

 

 

 

Principal
occupation(s) during
past 5 years

 

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

 

1

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2010, year 2008 and year 2009, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2

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

 

50

 

Western Asset Global Partners Income Fund Inc.

 


 

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

 

The Fund’s Chief Executive Officer has submitted to the NYSE the required annual certification, and the Fund also has included the certifications of the Fund’s CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.

 

Western Asset Global Partners Income Fund Inc.

 

51

 


 

Dividend reinvestment and cash purchase plan (unaudited)

 

1. Each shareholder initially purchasing shares of common stock (“Shares”) of Western Asset Global Partners Income Fund Inc. (“Fund”), on or after September 6, 1996 will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment and Cash Purchase Plan (“Plan”), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all distributions in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Fund’s dividend-paying agent (“Agent”). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of “street name” and register such Shares in the shareholder’s name in order to participate, otherwise distributions will be paid in cash to such shareholder by the broker or nominee. Each participant in the Plan is referred to herein as a “Participant.” The Agent will act as agent for each Participant, and will open accounts for each Participant under the Plan in the same name as their Shares are registered.

 

2. Unless the Fund declares a distribution payable only in the form of cash, the Agent will apply all distributions in the manner set forth below.

 

3. If, on the determination date, the market price per Share equals or exceeds the net asset value per Share on that date (such condition, a “market premium”), the Agent will receive the distribution in newly issued Shares of the Fund on behalf of Participants. If, on the determination date, the net asset value per Share exceeds the market price per Share (such condition, a “market discount”), the Agent will purchase Shares in the open-market. The determination date will be the fourth New York Stock Exchange trading day (a New York Stock Exchange trading day being referred to herein as a “Trading Day”) preceding the payment date for the distribution. For purposes herein, “market price” will mean the average of the highest and lowest prices at which the Shares sell on the New York Stock Exchange on the particular date, or if there is no sale on that date, the average of the closing bid and asked quotations.

 

4. Purchases made by the Agent will be made as soon as practicable commencing on the Trading Day following the determination date and terminating no later than 30 days after the distribution payment date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law; provided, however, that such purchases will, in any event, terminate on the Trading Day prior to the “ex-dividend” date next succeeding the distribution payment date.

 

5. If (i) the Agent has not invested the full distribution amount in open-market purchases by the date specified in paragraph 4 above as the date on which such purchases must terminate or (ii) a market discount shifts to

 

52

 

Western Asset Global Partners Income Fund Inc.

 


 

a market premium during the purchase period, then the Agent will cease making open-market purchases and will receive the uninvested portion of the distribution amount in newly issued Shares (x) in the case of (i) above, at the close of business on the date the Agent is required to terminate making open-market purchases as specified in paragraph 4 above or (y) in the case of (ii) above, at the close of business on the date such shift occurs; but in no event prior to the payment date for the distribution.

 

6. In the event that all or part of a distribution amount is to be paid in newly issued Shares, such Shares will be issued to Participants in accordance with the following formula: (i) if, on the valuation date, the net asset value per Share is less than or equal to the market price per Share, then the newly issued Shares will be valued at net asset value per Share on the valuation date; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such Shares will be issued at 95% of the market price and (ii) if, on the valuation date, the net asset value per Share is greater than the market price per Share, then the newly issued Shares will be issued at the market price on the valuation date. The valuation date will be the distribution payment date, except that with respect to Shares issued pursuant to paragraph 5 above, the valuation date will be the date such Shares are issued. If a date that would otherwise be a valuation date is not a Trading Day, the valuation date will be the next preceding Trading Day.

 

7. Participants have the option of making additional cash payments to the Agent, monthly, in a minimum amount of $250, for investment in Shares. The Agent will use all such funds received from Participants to purchase Shares in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Agent, Participants should send in voluntary cash payments to be received by the Agent approximately 10 days before an applicable purchase date specified above. A Participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Agent not less than 48 hours before such payment is to be invested.

 

8. Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the value of the Shares acquired for the Participant’s account. The Agent may commingle amounts of all Participants to be used for open-market purchases of Shares and the price per Share allocable to each Participant in connection with such purchases

 

Western Asset Global Partners Income Fund Inc.

 

53

 


 

Dividend reinvestment and cash purchase plan (unaudited) continued

 

shall be the average price (including brokerage commissions) of all Shares purchased by the Agent.

 

9. The Agent will maintain all Participants’ accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by Participants for personal and tax records. The Agent will hold Shares acquired pursuant to the Plan in noncertificated form in the Participant’s name or that of its nominee, and each Participant’s proxy will include those Shares purchased pursuant to the Plan. The Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares.

 

10. The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.

 

11. Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants.

 

12. The Agent’s service fee for handling distributions will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.

 

13. Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than 10 days prior to any distribution record date; otherwise such termination will be effective on the first Trading Day after the payment date for such distribution with respect to any subsequent distribution. The Plan may be amended or terminated by the Fund as applied to any voluntary cash payments made and any distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the distribution. The Plan may be amended or terminated by the Agent,

 

54

 

Western Asset Global Partners Income Fund Inc.

 


 

with the Fund’s prior written consent, on at least 30 days’ written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge.

 

14. Any amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of the Participant’s account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving distributions, the Fund will be authorized to pay to such successor Agent, for each Participant’s account, all distributions payable on Shares of the Fund held in each Participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.

 

15. In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners (“Nominee Holders”), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder’s name and held for the account of beneficial owners who are to participate in the Plan.

 

16. The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees.

 

17. All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.

 

Western Asset Global Partners Income Fund Inc.

 

55

 


 

(This page intentionally left blank.)

 


 

Western Asset Global Partners Income Fund Inc.

 

Directors

Subadviser

Carol L. Colman

Western Asset Management Company

Daniel P. Cronin

 

Paolo M. Cucchi

 

Leslie H. Gelb

Custodian

R. Jay Gerken, CFA

State Street Bank and Trust Company

Chairman

225 Franklin Street

William R. Hutchinson

Boston, Massachusetts 02110

Riordan Roett

 

Jeswald W. Salacuse

Transfer agent

 

American Stock Transfer & Trust Company

Officers

59 Maiden Lane

R. Jay Gerken, CFA

New York, New York 10038

President and Chief Executive Officer

 

Kaprel Ozsolak

Independent registered public accounting firm

Chief Financial Officer and Treasurer

KPMG LLP

Ted P. Becker

345 Park Avenue

Chief Compliance Officer

New York, New York 10154

Robert I. Frenkel

 

Secretary and Chief Legal Officer

Legal counsel

Thomas Mandia

Simpson Thacher & Bartlett LLP

Assistant Secretary

425 Lexington Avenue

Steven Frank

New York, New York 10017

Controller

 

Albert Laskaj

New York Stock Exchange Symbol

Controller

GDF

 

 

Western Asset Global Partners Income Fund Inc.

 

55 Water Street

 

New York, New York 10041

 

 

 

Investment manager

 

Legg Mason Partners Fund Advisor, LLC

 

 


 

 

 

 

Western Asset Global Partners Income Fund Inc.

 

 

 

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

 

 

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its common stock in the open market.

 

 

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

 

 

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling 1-800-451-2010, (2) on the Fund’s website at www.leggmason.com/cef and (3) on the SEC’s website at www.sec.gov.

 

 

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

 

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

 

©2008 Legg Mason Investor Services, LLC Member FINRA, SIPC

WASX010340 10/08 SR08-663


 

ITEM 2.                             CODE OF ETHICS.

 

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

 

ITEM 3.                             AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Board of Directors of the registrant has determined that William R. Hutchinson, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4.                             PRINCIPAL AND ACCOUNTING FEES.

 

a) Audit Fees. The aggregate fees billed in the last two fiscal years ending August 31, 2007 and August 31, 2008 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $56,500 in 2007 and $56,500 in 2008.

 

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $12,000 in 2007 and $13,500 in 2008. These services consisted of procedures performed in connection with the agreed upon procedures performed in connection with the fund’s Revolving Credit and Security Agreement for the Western Asset Global Partners Income Fund Inc.

 

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

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $5,150 in 2007 and $2,650 in 2008. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

 

There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

 

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Global Partners Income Fund Inc..

 

All Other Fees. There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Global Partners Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

 



 

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

 

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

 

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

 

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

 

(2) For the Western Asset Global Partners Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 0% for 2007 and 2008; Tax Fees were 100% and 0% for 2007 and 2008; and Other Fees were 100% and 0% for 2007 and 2008.

 

(f) N/A

 

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

 

(h) Yes.  Western Asset Global Partners Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence.  All services provided by the Auditor to the Western Asset Global Partners Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 



 

ITEM 5.                             AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

 

William R. Hutchinson

Paolo M. Cucchi

Daniel P. Cronin

Carol L. Colman

Leslie H. Gelb

Dr. Riordan Roett

Jeswald W. Salacuse

 

b) Not applicable

 

ITEM 6.                             SCHEDULE OF INVESTMENTS.

 

Included herein under Item 1.

 

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

 

Proxy Voting Guidelines and Procedures

 

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

 

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

 

Background

 

Western Asset Management Company (“WA”) and Western Asset Management Company Limited (“WAML”) (together “Western Asset”) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

 



 

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA and WAML may so consult and agree with each other) regarding the voting of any securities owned by its clients.

 

Policy

 

Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our clients. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Western Asset’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).

 

Procedures

 

Responsibility and Oversight

 

The Western Asset Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

 

Client Authority

 

Prior to August 1, 2003, all existing client investment management agreements (“IMAs”) will be reviewed to determine whether Western Asset has authority to vote client proxies. At account start-up, or upon amendment of an IMA, the applicable client IMA are similarly reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting authority.

 

Proxy Gathering

 

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Prior to August 1, 2003, Proxy Recipients of existing clients will be reminded of the appropriate routing to Corporate Actions for proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

 

Proxy Voting

 

Once proxy materials are received by Corporate Actions, they are forwarded to the Compliance Department for coordination and the following actions:

 

a. Proxies are reviewed to determine accounts impacted.

 

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

 



 

c. Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

e. Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Compliance Department.

 

f. Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

 

Timing

 

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

 

Recordkeeping

 

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

a. A copy of Western Asset’s policies and procedures.

 

b. Copies of proxy statements received regarding client securities.

 

c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

e. A proxy log including:

1. Issuer name;

2. Exchange ticker symbol of the issuer’s shares to be voted;

3. Council on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

4. A brief identification of the matter voted on;

5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;

 



 

6. Whether a vote was cast on the matter;

7. A record of how the vote was cast; and

8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

 

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

 

Disclosure

 

Part II of both the WA Form ADV and the WAML Form ADV contain a description of Western Asset’s proxy policies. Prior to August 1, 2003, Western Asset will deliver Part II of its revised Form ADV to all existing clients, along with a letter identifying the new disclosure. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

 

Conflicts of Interest

 

All proxies are reviewed by the Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

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

 

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

 

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

 

Voting Guidelines

 

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

 

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

I. Board Approved Proposals

 

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 



 

1. Matters relating to the Board of Directors

 

Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

d. Votes are cast on a case-by-case basis in contested elections of directors.

 

2. Matters relating to Executive Compensation

 

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

3. Matters relating to Capitalization

 

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

a. Western Asset votes for proposals relating to the authorization of additional common stock.

 

b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 



 

c. Western Asset votes for proposals authorizing share repurchase programs.

 

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

 

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

5. Matters relating to Anti-Takeover Measures

 

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

6. Other Business Matters

 

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 

a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

II. Shareholder Proposals

 

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

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

 

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

 

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

 

III. Voting Shares of Investment Companies

 

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 



 

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

IV. Voting Shares of Foreign Issuers

 

In the event Western Asset is required to vote on securities held in foreign issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 

3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

 



 

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

 

(a)(1):

 

NAME AND ADDRESS
ADDRESS

 

LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS

 

 

 

 

 

S. Kenneth Leech

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

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

 

 

 

 

 

Stephen A.Walsh

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

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

 

 

 

 

 

Keith J. Gardner

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

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

 

 

 

 

 

Jeffrey D. Van Schaick

 

Since 2007

 

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

 

 

 

 

 

Western Asset
385 East
Colorado
Blvd.
Pasadena, CA
91101

 

 

 

 

 

 

 

 

 

Michael C. Buchanan

Western Asset
385 East
Colorado
Blvd.
Pasadena, CA
91101

 

Since 2006

 

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

 



 

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

 

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

 

Other Accounts Managed by Portfolio Managers

 

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

 

 

 

Registered

 

Other Pooled

 

 

Portfolio

 

Investment

 

Investment

 

Other

Manager(s)

 

Companies

 

Vehicles

 

Accounts

S. Kenneth Leech

 

115 registered investment companies with $120.1 billion in total assets under management

 

273 Other pooled investment vehicles with $235.6 billion in assets under management

 

1,009 Other accounts with $269.2 billion in total assets under management*

 

 

 

 

 

 

 

Stephen A. Walsh

 

115 registered investment companies with $120.1 billion in total assets under management

 

273 Other pooled investment vehicles with $235.6 billion in assets under management

 

1,009 Other accounts with $269.2 billion in total assets under management*

 

 

 

 

 

 

 

Keith J. Gardner

 

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

 

8 Other pooled investment vehicles with $1.2 billion in assets under management

 

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

 

 

 

 

 

 

 

Jeffrey D. Van Schaick‡ 

 

4 registered investment Companies with $1.1 billion in total assets under management

 

4 Other pooled investment vehicles with $0.5 billion in assets under management

 

16 Other accounts with $3.0 billion in total assets under management**

 

 

 

 

 

 

 

Michael C. Buchanan

 

18 registered investment Companies with $8.9 billion in total assets under management

 

7 Other pooled investment vehicles with $5.2 billion in assets under management

 

18 Other accounts with $2.2 billion in total assets under management***

 

*

 

Includes 95 accounts managed, totaling $27.8 billion, for which advisory fee is performance based.

**

 

Includes 2 accounts managed, totaling $0.1 billion, for which advisory fee is performance based.

 



 

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

 

(a)(3): Portfolio Manager Compensation

With respect to the compensation of the portfolio managers, the Advisers’ compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe.  This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.

 

Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

 

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

 

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

 

Potential Conflicts of Interest

 

Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity).  These could include potential conflicts of interest related to the knowledge and timing of a Portfolio’s trades, investment opportunities and broker selection.  Portfolio managers may be privy to the size, timing and possible market impact of a Portfolio’s trades.

 

It is possible that an investment opportunity may be suitable for both a Portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Portfolio and the other accounts to participate fully.  Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account.  A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a Portfolio because the account pays a performance-based fee

 



 

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

 

With respect to securities transactions for the Portfolios, the Advisers determine which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction.  However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Advisers may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer.  In these cases, trades for a Portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts.  Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a Portfolio or the other account(s) involved.  Additionally, the management of multiple Portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other account.

 

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

 

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

 



 

(a)(4): Portfolio Manager Securities Ownership

 

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

 

Portfolio Manager(s) 

 

Dollar Range of
Portfolio
Securities
Beneficially
Owned 

 

 

 

 

 

S. Kenneth Leech

 

A

 

Stephen A. Walsh

 

A

 

Keith J. Gardner

 

A

 

Jeffrey D. Van Schaick

 

A

 

Michael C. Buchanan

 

A

 

 

Dollar Range ownership is as follows:

A: none

B: $1 - $10,000

C: 10,001 - $50,000

D: $50,001 - $100,000

E: $100,001 - $500,000

F: $500,001 - $1 million

G: over $1 million

 

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

 

None.

 

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

 

None.

 

ITEM 11.                                              CONTROLS AND PROCEDURES.

 

(a)                                  The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

(b)                                 There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an

 



 

annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                                              EXHIBITS.

 

(a)    (1) Code of Ethics attached hereto.

 

Exhibit 99.CODE ETH

 

(a) (2)  Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

Exhibit 99.CERT

 

(b)  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

Exhibit 99.906CERT

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

 

 

Western Asset Global Partners Income Fund Inc.

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer of

 

 

Western Asset Global Partners Income Fund Inc.

 

 

 

 

 

 

 

Date:

November 6, 2008

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

 

Chief Executive Officer of

 

 

Western Asset Global Partners Income Fund Inc.

 

 

 

 

Date:

November 6, 2008

 

 

 

By:

/s/ Kaprel Ozsolak

 

 

(Kaprel Ozsolak)

 

 

Chief Financial Officer of

 

 

Western Asset Global Partners Income Fund Inc.

 

 

 

 

 

 

 

Date:

November 6, 2008