UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement. | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)). | |
☒ | Definitive Proxy Statement. | |
☐ | Definitive Additional Materials. | |
☐ | Soliciting Material Pursuant to§240.14a-12 | |
LEGG MASON PARTNERS INCOME TRUST
WESTERN ASSET FUNDS, INC.
LEGG MASON PARTNERS INSTITUTIONAL TRUST
LEGG MASON PARTNERS MONEY MARKET TRUST
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST
MASTER PORTFOLIO TRUST
LEGG MASON PARTNERS VARIABLE INCOME TRUST
WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.
WESTERN ASSET PREMIER BOND FUND
(Name of Registrant(s) as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 20, 2020
Dear Shareholder:
A special meeting of shareholders of your Fund is scheduled to be held at the offices of Legg Mason, Inc. (“Legg Mason”) at 620 Eighth Avenue, 49th Floor, New York, New York 10018, to vote on the proposals listed in the enclosed Joint Proxy Statement. The special meeting of shareholders of Western Asset Investment Grade Income Fund Inc. will be held at 9:00 a.m. (Eastern time) on June 12, 2020. The special meeting of shareholders of Western Asset Premier Bond Fund will be held at 9:00 a.m. (Eastern time) on July 14, 2020. Special meetings of shareholders of the other Funds identified in the Joint Proxy Statement will be held at 11:00 a.m. (Eastern time) on July 14, 2020. However, as we are concerned about your health and safety during the current coronavirus(COVID-19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold a meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will make an announcement in the manner discussed in these materials.
Legg Mason is the parent company of the Funds’ investment managers and the Funds’ subadvisers. Legg Mason has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, under which Franklin Templeton will, subject to approval by Legg Mason’s shareholders and satisfaction of other conditions, acquire Legg Mason. The sale will cause the Funds’ current management and subadvisory agreements to terminate in accordance with applicable law. In order for each Fund’s operations to continue uninterrupted after the sale, we are asking the shareholders of each Fund to approve new agreements. Each Fund’s Board has approved the new agreements. It is important to note that your Fund’s management fee rate under its new agreement will remain the same, and the acquisition is not expected to result in any change in the portfolio managers of your Fund.
Your Fund’s Board recommends that you vote “FOR” each of the proposals applicable to your Fund.However, before you vote, please read the full text of the Joint Proxy Statement for an explanation of each of the proposals.
Your vote on these matters is important. Even if you plan to attend and vote at the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and returning it in the accompanying postage-paid return envelope. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy promptly.
If you have any questions about the proposals to be voted on, please call Computershare Fund Services and AST Fund Solutions, LLC at866-963-5819.
Sincerely,
Jane E. Trust
President of the Funds
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IMPORTANT NEWS FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed Joint Proxy Statement, for your convenience, we have provided a brief overview of the materials in this booklet.
| Q. | Why did you send me this booklet? |
| A. | This booklet contains notices of meetings of shareholders of investment funds (each, a “Fund” and together, the “Funds”) sponsored by Legg Mason, Inc. (“Legg Mason”). The booklet also contains a proxy statement describing the matters to be considered at the shareholder meetings and giving information about them. You are receiving these proxy materials because you own, directly or through a broker-dealer, bank, insurance company or other intermediary, shares of one or more Funds. As such a shareholder, you have the right to vote on the proposals concerning your investment in the Fund or Funds in which you own shares. |
| Q. | Who is asking for my vote? |
| A. | The Board of Directors/Trustees (“Board”) of each Fund is asking you to vote at the meeting on the proposals applicable to your Fund. Your Fund’s Board oversees the business and affairs of your Fund and is required by law to act in what the Board believes to be the best interests of your Fund. |
| Q. | How does my Fund’s Board recommend that I vote? |
| A. | After careful consideration, your Fund’s Board recommends that you vote FOR each proposal applicable to your Fund. |
| Q. | What am I being asked to vote “FOR” in this proxy? |
| A. | You are being asked to vote in favor of proposals to: |
| • | Approve a new management agreement for your Fund with your Fund’s manager. |
| • | Approve a new subadvisory agreement with each of your Fund’s subadvisers. |
In this booklet, we refer to the investment adviser of your Fund as the “manager” and your Fund’s agreement with that investment adviser as the “management agreement,” even though certain of these agreements are titled “investment advisory agreement” or “investment management agreement.” We also refer to each subadviser as a “subadviser” and the agreement with that subadviser a “subadvisory agreement,” even though certain of these agreements are titled “advisory agreement,” “investment advisory agreement,” “investment subadvisory agreement,” or “portfolio management agreement”.
Each new agreement will take effect when the manager or subadviser becomes a subsidiary of Franklin Templeton. |
| Q. | Why am I being asked to vote on new management and new subadvisory agreements? |
| A. | Legg Mason is the parent company of the Funds’ investment managers and the Funds’ subadvisers. Legg Mason has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, under which Franklin Templeton will acquire Legg Mason. Upon completion of the sale, the Funds’ investment managers and the subadvisers will become subsidiaries of Franklin Templeton. The sale will result in what is commonly called a “change of control” of Legg Mason and will cause the Funds’ current management and subadvisory agreements to terminate in accordance with applicable law. The sale will not be completed unless certain conditions are met. One of these conditions is that advisory clients of Legg Mason investment affiliates representing a specified percentage of Legg Mason revenue consent to the continuation of their advisory relationships after completion of the sale. |
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The sale will not result in any changes to the contractual management fee rates charged to the Funds, nor will the sale itself cause currently effective expense waiver and reimbursement arrangements applicable to the Funds to change. The sale also is not expected to result in any diminution in the investment management services provided to the Funds or any changes to the portfolio managers of any Fund.
| Q. | How will the sale of Legg Mason potentially benefit me? |
| A. | The combination of Legg Mason and Franklin Templeton will result in one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on Legg Mason and Franklin Templeton assets under management as of January 31, 2020). Assets under management are subject to fluctuation based on market conditions and other factors. Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and subadvisory agreements will provide continuity of the investment program you selected through your investment in the Funds and allow the Funds’ operations to continue uninterrupted after the sale. |
| Q. | How do the new management and subadvisory agreements differ from my Fund’s current agreements? |
| A. | The new agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination. |
| Q. | Will my Fund’s contractual management fee rates go up? |
| A. | No. Your Fund’s contractual management fee rates will not change as a result of the new agreements. |
| Q. | Will the new management and subadvisory agreements result in any changes in the portfolio management, investment objective or investment strategy of my Fund? |
| A. | No. The new agreements are not expected to result in any changes to the portfolio managers of your Fund or to your Fund’s investment objective or investment strategy. |
| Q. | What happens if new management and new subadvisory agreements are not approved for my Fund? |
| A. | If shareholders of your Fund do not approve a new management agreement, or a new subadvisory agreement or agreements, for your Fund, and the sale of Legg Mason to Franklin Templeton occurs, your Fund’s current agreements will terminate, and the applicable manager or subadviser will not be able to provide services to the Fund under the new agreement or agreements that have not been approved. If this should happen, your Fund’s manager and subadviser(s) will continue to provide services with respect to your Fund for a period of up to 150 days pursuant to interim management or subadvisory agreements. During the interim period the Board of your Fund will consider what additional actions to take, which could include continuing to solicit approval of new management or subadvisory agreements. The Board has approved interim management and subadvisory agreements to provide for maximum flexibility for your Fund’s future. The terms of the interim agreements are identical to those of the current agreements except for term and escrow provisions required by applicable law. |
| Q. | Will there be any changes to my Fund’s custodian or other service providers as a result of the sale of Legg Mason? |
| A. | No. There are not expected to be any changes to your Fund’s custodian or other service providers as a result of the sale of Legg Mason. |
| Q. | Is my Fund paying for this proxy statement? |
| A. | No. All costs of the proxy and the shareholder meetings, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, will be borne by Legg Mason. |
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| Q. | Will my vote make a difference? |
| A. | Yes. Your vote is needed to ensure that the proposals for your Fund can be acted upon. Your Fund’s Board encourages you to participate in the governance of your Fund. |
| Q. | How do I vote my shares? |
| A. | You may vote your shares in one of four ways: |
| • | By telephone: Call the toll-free number printed on the enclosed proxy card(s) and follow the directions. |
| • | By Internet: Access the website address printed on the enclosed proxy card(s) and follow the directions on the website. |
| • | By mail: Complete, sign and date the proxy card(s) you received and return in the self-addressed, postage-paid envelope. |
| • | At the meeting(s): Vote your shares at the meeting(s) for your fund(s). Please see the Question and Answer below regarding the date, time and location of the meeting(s). |
| Q. | When and where is the meeting scheduled to be held? |
| A. | We currently plan to hold your Fund’s meeting at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10019. The meeting of Western Asset Investment Grade Income Fund Inc. is scheduled to be held on June 12, 2020 at 9:00 a.m. (Eastern Time). The meeting of Western Asset Premier Bond Fund is scheduled to be held on July 14, 2020 at 9:00 a.m. (Eastern Time). The meeting of each Open-End Fund is scheduled to be held on July 14, 2020 at 11:00 a.m. (Eastern time). However, as we are concerned about your health and safety during the current coronavirus (COVID-19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold a meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend the meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. |
| Q. | Why might I receive more than one Proxy Card? |
| A. | If you own shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the meeting(s), please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposal with respect to EACH Fund you own. |
| Q. | Whom do I call if I have questions? |
| A. | If you have any questions about the proposals, or how to vote your shares, please call Computershare Fund Services and AST Fund Solutions, LLC at866-963-5819. |
It is important that you vote promptly. This will help avoid the need for further solicitation. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy promptly.
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 20, 2020
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS –
OPEN-END FUNDS
Scheduled To Be Held July 14, 2020
A special meeting (the “Meeting”) of the shareholders of theOpen-End Legg Mason-sponsored Funds (each, a “Fund”) identified below is scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 11:00 a.m. (Eastern time), to consider and vote on the following proposals, as more fully described in the accompanying Joint Proxy Statement:
| PROPOSAL 1. | To approve a new management agreement with Legg Mason Partners Fund Advisor, LLC |
| PROPOSAL 2. | To approve a new subadvisory agreement with: |
2-A Western Asset Management Company, LLC
2-B Western Asset Management Company Limited
2-C Western Asset Management Company Ltd
2-D Western Asset Management Company Pte. Ltd.
(The specific proposal(s) on which your Fund is voting are identified in the Summary of Proposals in the accompanying Joint Proxy Statement.)
| PROPOSAL 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
Your Fund’s Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Shareholders of record at the close of business on April 15, 2020 are entitled to vote at the Meeting and at any adjournments or postponements thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING SCHEDULED TO BE HELD ON JULY 14, 2020: The notice of special meeting of shareholders, Joint Proxy Statement and your form of proxy card are available at https://www.proxy-direct.com/lmf-31280.
PLEASE NOTE: If the Funds decide to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.
If you own shares in more than one Fund as of the close of business on April 15, 2020, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive, or vote by telephone or Internet for each proxy card you receive.
By order of the Boards of Directors/Trustees,
Robert I. Frenkel
Secretary
April 20, 2020
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Open-End Funds Holding Special Meetings of Shareholders Scheduled to Be Held on July 14, 2020
Note: Each Fund is organized as a series of a Maryland statutory trust (a “Trust”) or as a series of a Maryland corporation (the “Corporation”). The Trusts and the Corporation are registered investment companies. Each Fund’s form of organization is noted inAppendix A.
LEGG MASON PARTNERS INCOME TRUST | ||
Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | Western Asset Massachusetts Municipals Fund | |
Western Asset California Municipals Fund | Western Asset Mortgage Total Return Fund | |
Western Asset Corporate Bond Fund | Western Asset Municipal High Income Fund | |
Western Asset Emerging Markets Debt Fund | Western Asset New Jersey Municipals Fund | |
Western Asset Global High Yield Bond Fund | Western Asset New York Municipals Fund | |
Western Asset Income Fund | Western Asset Oregon Municipals Fund | |
Western Asset Intermediate Maturity California Municipals Fund | Western Asset Pennsylvania Municipals Fund | |
Western Asset Intermediate Maturity New York Municipals Fund | Western Asset Short Duration High Income Fund | |
Western Asset Intermediate-Term Municipals Fund | Western Asset Short Duration Municipal Income Fund | |
Western Asset Managed Municipals Fund | Western Asset Short-Term Bond Fund | |
WESTERN ASSET FUNDS, INC. | ||
Western Asset Core Bond Fund | Western Asset Intermediate Bond Fund | |
Western Asset Core Plus Bond Fund | Western Asset Macro Opportunities Fund | |
Western Asset High Yield Fund | Western Asset Total Return Unconstrained Fund | |
Western Asset Inflation Indexed Plus Bond Fund | ||
LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||
Western Asset Institutional Government Reserves | Western Asset Premier Institutional U.S. Treasury Reserves | |
Western Asset Institutional Liquid Reserves | Western Asset Select Tax Free Reserves | |
Western Asset Institutional U.S. Treasury Obligations Money Market Fund | Western Asset SMASh Series C Fund | |
Western Asset Institutional U.S. Treasury Reserves | Western Asset SMASh Series EC Fund | |
Western Asset Premier Institutional Government Reserves | Western Asset SMASh Series M Fund | |
Western Asset Premier Institutional Liquid Reserves | Western Asset SMASh Series TF Fund | |
LEGG MASON PARTNERS MONEY MARKET TRUST | ||
Western Asset Government Reserves | Western Asset Tax Free Reserves | |
Western Asset New York Tax Free Money Market Fund | Western Asset U.S. Treasury Reserves | |
Western Asset Prime Obligations Money Market Fund | ||
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||
Western Asset Premium Liquid Reserves | Western Asset Premium U.S. Treasury Reserves | |
MASTER PORTFOLIO TRUST | ||
Government Portfolio | U.S. Treasury Obligations Portfolio | |
Liquid Reserves Portfolio | U.S. Treasury Reserves Portfolio | |
Tax Free Reserves Portfolio | ||
LEGG MASON PARTNERS VARIABLE INCOME TRUST | ||
Western Asset Core Plus VIT Portfolio | Western Asset Variable Global High Yield Bond Portfolio | |
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 20, 2020
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.
Scheduled To Be Held June 12, 2020
A special meeting (the “Meeting”) of the shareholders of Western Asset Investment Grade Income Fund Inc. (the “Fund”) is scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on June 12, 2020, at 9:00 a.m. (Eastern time), to consider and vote on the following proposals, as more fully described in the accompanying Joint Proxy Statement:
| PROPOSAL 1. | To approve a new management agreement with Western Asset Management Company, LLC |
| PROPOSAL 2. | To approve a new subadvisory agreement with Western Asset Management Company Limited |
| PROPOSAL 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
The Fund’s Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Shareholders of record at the close of business on April 15, 2020 are entitled to vote at the Meeting and at any adjournments or postponements thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS OF WESTERN ASSET INVESTMENT GRADE INCOME FUND INC. SCHEDULED TO BE HELD ON JUNE 12, 2020: The notice of special meeting of shareholders, Joint Proxy Statement and your form of proxy card are available at https://www.proxy-direct.com/lmf-31280.
PLEASE NOTE: If the Fund decides to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.
Please be certain to sign, date and return the proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposals affecting the Fund.
By order of the Board of Directors,
Robert I. Frenkel
Secretary
April 20, 2020
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 20, 2020
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
WESTERN ASSET PREMIER BOND FUND
Scheduled To Be Held July 14, 2020
A special meeting (the “Meeting”) of the shareholders of Western Asset Premier Bond Fund (the “Fund”) is scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 9:00 a.m. (Eastern time), to consider and vote on the following proposals, as more fully described in the accompanying Joint Proxy Statement:
| PROPOSAL 1. | To approve a new management agreement with Western Asset Management Company, LLC |
| PROPOSAL 2. | To approve a new subadvisory agreement with: |
2-B Western Asset Management Company Limited
2-C Western Asset Management Company Ltd
2-D Western Asset Management Company Pte. Ltd.
| PROPOSAL 3. | To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. |
The Fund’s Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Shareholders of record at the close of business on April 15, 2020 are entitled to vote at the Meeting and at any adjournments or postponements thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS OF WESTERN ASSET PREMIER BOND FUND SCHEDULED TO BE HELD ON JULY 14, 2020: The notice of special meeting of shareholders, Joint Proxy Statement and your form of proxy card are available at https://www.proxy-direct.com/lmf-31280.
PLEASE NOTE: If the Fund decides to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.
Please be certain to sign, date and return the proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposals affecting the Fund.
By order of the Board of Trustees,
Robert I. Frenkel
Secretary
April 20, 2020
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LEGG MASON-SPONSORED FUNDS
620 Eighth Avenue, 49th Floor
New York, NY 10018
April 20, 2020
This Joint Proxy Statement is furnished in connection with the solicitation by the Boards of Directors or Trustees (each, a “Board” and each Board member, a “Director,” a “Trustee” or a “Board Member”) of each of the Funds listed in the accompanying Notices of Special Meetings of Shareholders (each, a “Fund”) of proxies to be voted at special meetings of shareholders of each such Fund scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018 (for each Fund, a “Meeting” and collectively, the “Meetings”), and at any and all adjournments or postponements thereof. The Meeting of shareholders of Western Asset Investment Grade Income Fund Inc. is scheduled to be held at 9:00 a.m. (Eastern time) on June 12, 2020. The Meeting of shareholders of Western Asset Premier Bond Fund is scheduled to be held at 9:00 a.m. (Eastern time) on July 14, 2020. (Western Asset Investment Grade Income Fund Inc. and Western Asset Premier Bond Fund are referred to in this Joint Proxy Statement as theClosed-End Funds.) The Meetings of shareholders of theOpen-End Funds, which are identified in the enclosed “Notice of Special Meeting ofShareholders—Open-End Funds,” are scheduled to be held at 11:00 a.m. (Eastern time) on July 14, 2020. The Meetings will be held for the purposes set forth in the accompanying Notices of Special Meeting of Shareholders.
The Board of each Fund has determined that the use of this Joint Proxy Statement for each Meeting is in the best interests of the Fund in light of the similar matters being considered and voted on by the shareholders of each Fund. The Meetings of theOpen-End Funds are being held together for convenience, but each Meeting is a separate meeting. This Joint Proxy Statement and the accompanying materials are being mailed by the Boards to shareholders on or about April 20, 2020.
Each Fund is organized as a Maryland statutory trust or a Massachusetts business trust (a “Trust”) or as a series of such a Trust, or as a Maryland corporation or a Delaware corporation (a “Corporation”) or a series of such a Corporation. The Trusts and Corporations are registered investment companies. A list of each Trust, Corporation, and the series of each Trust and Corporation (if any), is set forth inAppendix A.
Shareholders of record at the close of business on April 15, 2020 (the “Record Date”) are entitled to vote at the Meetings.
Shareholders of certain Funds are entitled to one vote for each share held. Shareholders of other Funds are entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of that Fund. The manner in which shareholders of each Fund are entitled to vote is shown inAppendix B. Shareholders of each Fund will vote as a single class on the proposals on which they are entitled to vote. Shareholders are not entitled to any appraisal rights as the result of any proposal to be considered at the Meetings.
The number of shares of each Fund outstanding as of the close of business on April 15, 2020 and the net assets of each Fund as of that date are shown inAppendix B.
The Fund of which you are a shareholder is named on a proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund on the Record Date, you may receive more than one proxy card. Please complete EACH proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposals applicable to EACH Fund you own. If you vote by telephone or over the Internet, you may be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.
All properly executed proxies received prior to a Fund’s Meeting will be voted at the Meeting. On the matters coming before each Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly.
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If a proxy is properly executed and returned and no choice is specified with respect to one or more proposals, the shares will be voted “FOR” each such proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the Meeting, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meetings, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.
Satisfactory evidence of ownership of Fund shares will be required to vote at the Meetings. If you plan to attend the Meeting at the location specified in the notice, we request that you bring photographic identification and a copy of the proxy card included with this Joint Proxy Statement.
Annual reports are sent to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth inAppendix Aof this Joint Proxy Statement. Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a shareholder upon request. For an Open-End Fund, such requests should be directed to the Fund at Legg Mason Funds, P.O. Box 9699, Providence, RI 02940-9699 or by calling toll free at 1-877-721-1926. For a Closed-End Fund, such requests should be directed to the Fund by calling (888) 777-0102, by writing to the Fund at 100 International Drive, 4th Floor, Baltimore, MD 21202, or visiting the Fund’s website (http://www.lmcef.com). Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.
Please note that only one annual or semi-annual report or Joint Proxy Statement may be delivered to two or more shareholders of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or the Joint Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, shareholders should contact the applicable Fund at the address and phone number set forth above.
The following table summarizes each proposal to be presented at the Meetings, and shareholders of which Funds are being asked to vote on each proposal. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the proposals on which you are being asked to vote.
Please note that in this Joint Proxy Statement, we refer to the investment adviser of your Fund as the “manager” and your Fund’s agreement with that investment adviser as the “management agreement,” even though certain of these agreements are titled “investment advisory agreement” or “investment management agreement.” We also refer to each subadviser as a “subadviser” and the agreement with that subadviser a “subadvisory agreement,” even though certain of these agreements are titled “advisory agreement,” “investment advisory agreement,” “investment subadvisory agreements,” or “portfolio management agreement.”
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Proposal 1 – to approve a new management | Proposal 2 – to approve a new subadvisory agreement with: | |||||||||||
| Name of Fund | (a) Legg Mason | (b) Western Asset | (a) Western Asset | (b) Western Asset | (c) Western Asset | (d) Western Asset | ||||||
OPEN-END FUNDS: | ||||||||||||
LEGG MASON PARTNERS INCOME TRUST | ||||||||||||
Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | Ö | Ö | ||||||||||
Western Asset California Municipals Fund | Ö | Ö | ||||||||||
Western Asset Corporate Bond Fund | Ö | Ö | ||||||||||
Western Asset Emerging Markets Debt Fund | Ö | Ö | Ö | Ö | ||||||||
Western Asset Global High Yield Bond Fund | Ö | Ö | Ö | Ö | ||||||||
Western Asset Income Fund | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset Intermediate Maturity California Municipals Fund | Ö | Ö | ||||||||||
Western Asset Intermediate Maturity New York Municipals Fund | Ö | Ö | ||||||||||
Western Asset Intermediate-Term Municipals Fund | Ö | Ö | ||||||||||
Western Asset Managed Municipals Fund | Ö | Ö | ||||||||||
Western Asset Massachusetts Municipals Fund | Ö | Ö | ||||||||||
Western Asset Mortgage Total Return Fund | Ö | Ö | ||||||||||
Western Asset Municipal High Income Fund | Ö | Ö | ||||||||||
Western Asset New Jersey Municipals Fund | Ö | Ö | ||||||||||
Western Asset New York Municipals Fund | Ö | Ö | ||||||||||
Western Asset Oregon Municipals Fund | Ö | Ö | ||||||||||
Western Asset Pennsylvania Municipals Fund | Ö | Ö | ||||||||||
Western Asset Short Duration High Income Fund | Ö | Ö | Ö | |||||||||
Western Asset Short Duration Municipal Income Fund | Ö | Ö | ||||||||||
Western Asset Short-Term Bond Fund | Ö | Ö | Ö | |||||||||
WESTERN ASSET FUNDS, INC. | ||||||||||||
Western Asset Core Bond Fund | Ö | Ö | Ö | |||||||||
Western Asset Core Plus Bond Fund | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset High Yield Fund | Ö | Ö | Ö | |||||||||
Western Asset Inflation Indexed Plus Bond Fund | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset Intermediate Bond Fund | Ö | Ö | Ö | |||||||||
Western Asset Macro Opportunities Fund | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset Total Return Unconstrained Fund | Ö | Ö | Ö | Ö | Ö | |||||||
LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||||||||||||
Western Asset Institutional Government Reserves | Ö | Ö | ||||||||||
Western Asset Institutional Liquid Reserves | Ö | Ö | ||||||||||
Western Asset Institutional U.S. Treasury Obligations Money Market Fund | Ö | Ö | ||||||||||
3
Proposal 1 – to approve a new management | Proposal 2 – to approve a new subadvisory agreement with: | |||||||||||
| Name of Fund | (a) Legg Mason | (b) Western Asset | (a) Western Asset | (b) Western Asset | (c) Western Asset | (d) Western Asset | ||||||
Western Asset Institutional U.S. Treasury Reserves | Ö | Ö | ||||||||||
Western Asset Premier Institutional Government Reserves | Ö | Ö | ||||||||||
Western Asset Premier Institutional Liquid Reserves | Ö | Ö | ||||||||||
Western Asset Premier Institutional U.S. Treasury Reserves | Ö | Ö | ||||||||||
Western Asset Select Tax Free Reserves | Ö | Ö | ||||||||||
Western Asset SMASh Series C Fund | Ö | Ö | Ö | |||||||||
Western Asset SMASh Series EC Fund | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset SMASh Series M Fund | Ö | Ö | Ö | |||||||||
Western Asset SMASh Series TF Fund | Ö | Ö | ||||||||||
LEGG MASON PARTNERS MONEY MARKET TRUST | ||||||||||||
Western Asset Government Reserves | Ö | Ö | ||||||||||
Western Asset New York Tax Free Money Market Fund | Ö | Ö | ||||||||||
Western Asset Prime Obligations Money Market Fund | Ö | Ö | ||||||||||
Western Asset Tax Free Reserves | Ö | Ö | ||||||||||
Western Asset U.S. Treasury Reserves | Ö | Ö | ||||||||||
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||||||||||||
Western Asset Premium Liquid Reserves | Ö | Ö | ||||||||||
Western Asset Premium U.S. Treasury Reserves | Ö | Ö | ||||||||||
MASTER PORTFOLIO TRUST | ||||||||||||
Government Portfolio | Ö | Ö | ||||||||||
Liquid Reserves Portfolio | Ö | Ö | ||||||||||
Tax Free Reserves Portfolio | Ö | Ö | ||||||||||
U.S. Treasury Obligations Portfolio | Ö | Ö | ||||||||||
U.S. Treasury Reserves Portfolio | Ö | Ö | ||||||||||
LEGG MASON PARTNERS VARIABLE INCOME TRUST | ||||||||||||
Western Asset Core Plus VIT Portfolio | Ö | Ö | Ö | Ö | Ö | |||||||
Western Asset Variable Global High Yield Bond Portfolio | Ö | Ö | Ö | Ö | ||||||||
CLOSED-END FUNDS: | ||||||||||||
Western Asset Investment Grade Income Fund Inc. | Ö | Ö | ||||||||||
Western Asset Premier Bond Fund | Ö | Ö | Ö | Ö | ||||||||
4
Vote Required and Manner of Voting Proxies
A quorum of shareholders is required to take action at each Meeting. The quorum requirement for each Fund is set forth inAppendix B.
For any Fund that is identified inAppendix Aas being organized as a series of a Trust or the Corporation, a quorum of the shareholders for the particular Fund is required in order to take any action for that Fund with respect to Proposal 1 and Proposal 2, whether or not there is a quorum of the shareholders for the Corporation or Trust as a whole.
Votes at each Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions as present for purposes of determining a quorum.
If you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” Proposal 1 and Proposal 2.
Broker-dealer firms holding shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Proposal before the Meetings. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer’s or client’s shares with respect tonon-routine proposals, including Proposal 1 and Proposal 2.
If you hold shares of a Fund through a broker-dealer, bank, insurance company or other intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a Proposal may be deemed to authorize a service provider to vote such shares in favor of the applicable Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.
Shares of certain Funds are offered only to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (the “Variable Annuity Funds”). The rights accompanying shares of certain of the Variable Annuity Funds are legally vested in the variable annuity contracts and variable life insurance products offered by the separate accounts of participating life insurance companies. However, in accordance with current law and interpretations thereof, participating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. Those persons who have a voting interest at the close of business on the Record Date will be entitled to submit instructions to their participating insurance company. Each participating insurance company will vote Variable Annuity Fund shares held in separate accounts for which no timely instructions are received from the holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. Because of this practice, a small number of holders of variable annuity contracts or variable life insurance policies could determine how a participating insurance company votes with respect to a Variable Annuity Fund, if other holders of variable annuity contracts and variable life insurance policies fail to vote. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.
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Certain Funds are feeder Funds that invest in securities through underlying master Funds that are Funds in Master Portfolio Trust. When a shareholder of a feeder Fund votes on a proposal, that vote will also constitute instructions for the feeder Fund to vote in the same manner on the corresponding proposal for the master Fund in which it invests. Accordingly, for each proposal brought before the Meetings, each feeder Fund will vote its interests in its master Fund in accordance with the voting instructions received from the feeder Fund’s shareholders and will vote interests in the master Fund for which no timely instructions are received in the same proportion as the interests for which it receives voting instructions. Because of this practice, a small number of shareholders could determine how a feeder Fund votes with respect to a master Fund, if other shareholders fail to vote.1 For purposes of this Joint Proxy Statement, the term “shareholder” shall be deemed to include holders of beneficial interests in a master Fund, even though beneficial interests in the master Fund technically are not divided into shares.
If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, or if you hold shares through a variable annuity contract or a variable life insurance policy, or if you hold shares in a feeder Fund, and you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. In particular, failure to vote may not be an effective way to oppose these proposals. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.
Certain Funds are Funds of Funds that invest in shares of other Legg Mason-sponsored Funds (“Underlying Funds”). For both Proposals, each Fund of Funds intends to vote its shares in an Underlying Fund in the same proportion as the votes received from other shareholders of the Underlying Fund.
Legg Mason and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of Proposals 1 and 2. Unless otherwise provided in client guidelines, Legg Mason and its affiliates generally intend to vote Fund shares owned in a client account over which Legg Mason or an affiliate has discretionary authority in favor of Proposals 1 and 2. If Legg Mason’s ownership, or the ownership of a client account over which Legg Mason has discretionary authority, represents a sizeable enough portion of a Fund’s outstanding shares, Legg Mason’s vote will ensure that the Proposals for the Fund will be approved. Please seeAppendix Ifor information regarding persons, including Legg Mason and its affiliates, that beneficially owned or owned of record 5% or more of the outstanding shares of a class of each Fund.
Each ofProposal 1andProposal 2:
| • | Requires a “1940 Act Majority Vote” of the outstanding voting securities of the applicable Fund, voting together as a single class. |
| • | A “1940 Act Majority Vote” of the outstanding voting securities of a Fund means the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the Fund that are present at the Meeting or represented by proxy if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Fund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. |
Approval of each Proposal will occur only if a sufficient number of votes at the Meeting are cast “FOR” that Proposal.
Abstentions and brokernon-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposals. Any abstentions or brokernon-votes would effectively be treated as votes “AGAINST” Proposal 1 and Proposal 2 (except that, as described below under “Adjournments and Postponements,” they may under certain circumstances be voted for adjournment). “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been
1 Master Funds other than Tax Free Reserves Portfolio have investors that arenon-U.S. funds sponsored by Legg Mason. The Funds understand that thesenon-U.S. funds will vote their interests in each master Fund in the same proportion as the vote of all other holders of interests in that master Fund. This may have the effect of further magnifying the impact of the votes of feeder Fund shareholders who do in fact vote.
6
received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expected with respect to the matters to be voted on because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.
Please note that even if shareholders of your Fund approve Proposal 1 and/or Proposal 2, it is possible that new management and subadvisory agreements for your Fund will not take effect. This is because the completion of the acquisition of Legg Mason by Franklin Templeton will not occur unless certain conditions are met. One of these conditions is that advisory clients of Legg Mason investment affiliates, which would include advisory clients that are not Funds, representing a specified percentage of Legg Mason revenue consent to the continuation of their advisory relationships after completion of the sale. If this does not take place, new management and subadvisory agreements will not take effect. On the other hand, the sale may take place even if shareholders of your Fund do not approve Proposal 1 and/or Proposal 2. If this should happen, your Fund’s manager and subadviser(s) will continue to provide services with respect to your Fund for a period of up to 150 days pursuant to interim management or subadvisory agreements. During the interim period the Board of your Fund will consider what additional actions to take, which could include continuing to solicit approval of new management or subadvisory agreements. The Board has approved interim management and subadvisory agreements to provide for maximum flexibility for your Fund’s future.
Adjournments and Postponements
ForOpen-End Funds other than Series of Western Asset Funds, Inc.: The Meeting with respect to one or more Funds may, by action of the chair of the Meeting and without any action by shareholders, be adjourned from time to time with respect to one or more matters to be considered at the Meeting, whether or not a quorum is present with respect to such matter. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. The Meeting for any Fund may be postponed prior to the Meeting. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). An announcement will also be filed with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between this proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.
For Series of Western Asset Funds, Inc.:The Meeting with respect to one or more Funds may, by action of the chair of the Meeting and without any action by shareholders, be adjourned from time to time with respect to one or more matters to be considered at the Meeting, whether or not a quorum is present with respect to such matter. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. If the chair of the Meeting determines to submit to shareholders a proposal to adjourn the Meeting, approval by the shareholders requires the vote of holders of a majority of the votes cast on the question and, if approved, the adjournment shall take place without further notice (other than announcement at the Meeting at which the adjournment is taken). In the event of such vote, the persons named as proxies will vote those proxies which they are entitled to vote in favor of any such proposal, or that abstained, in favor of such an adjournment, and they will vote those proxies required to be voted against any such proposal against any such adjournment. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at the Meeting that are represented bybroker-non votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. If the new date, time and place of the adjourned meeting is announced at the Meeting, no further notice of the adjournment need be given to shareholders, provided however that if the Meeting is adjourned to a date more than 120 days from the record date fixed for the original Meeting, a new record date shall be set for the Meeting. The Meeting for any Fund may be postponed prior to the Meeting. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). An announcement
7
will also be filed with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between this proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.
For Western Asset Premier Bond Fund:In the absence of a quorum at the Meeting with respect to one or more proposals, or (even if a quorum is present) if sufficient votes in favor of one or more of the proposals in the proxy statement are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting after the date set for the original Meeting, with no other notice than announcement at the Meeting, to permit further solicitation of proxies with respect to such proposal. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on a proposal, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal for a reasonable time. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. Any adjournment(s) put to a shareholder vote with respect to a proposal will require the affirmative vote of a plurality of the Shares of the Fund entitled to vote thereon present in person or represented by proxy at the session of the Meeting to be adjourned. It is the intention of the persons designated in the enclosed proxy to vote in accordance with their best judgment on any adjournment(s) put to a shareholder vote with respect to one or more proposals. The Chairman of the Meeting may also adjourn the Meeting in his or her discretion, without a shareholder vote. Any proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon and, if so, such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. The Meeting for any Fund may be postponed prior to the Meeting. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). An announcement will also be filed with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between the proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.
For Western Asset Investment Grade Income Fund Inc.:In the absence of a quorum at the Meeting with respect to one or more proposals, or (even if a quorum is present) if sufficient votes in favor of one or more of the proposals in the proxy statement are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting after the date set for the original Meeting, with no other notice than announcement at the Meeting, to permit further solicitation of proxies with respect to such proposal. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on a proposal, the persons named as proxies may propose one or more adjournments of the Meeting with respect to such proposal for a reasonable time. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. Any adjournment(s) with respect to a proposal will require a majority in voting interest of the shareholders present in person or represented by proxy and entitled to vote at the Meeting or, in the absence therefrom of all the stockholders, any officer entitled to preside at, or to act as secretary of, the Meeting, may adjourn such meeting from time to time. It is the intention of the persons designated in the enclosed proxy to vote in accordance with their best judgment on any adjournment(s) put to a shareholder vote with respect to one or more proposals. Any proposals for which sufficient favorable votes have been received by the time of the Meeting may be acted upon and, if so, such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal. The Meeting for any Fund may be postponed prior to the Meeting. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting). An announcement will also be filed with the Securities and Exchange Commission via its EDGAR system. In the event of any inconsistency between the proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.
8
PROPOSAL 1—TO APPROVE A NEW MANAGEMENT AGREEMENT WITH YOUR FUND’S MANAGER
At the Meeting, you will be asked to approve a new management agreement between your Fund and its investment adviser (a “New Management Agreement”).
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the investment adviser of eachOpen-End Fund. Shareholders ofOpen-End Funds vote on Proposal1-A.
Western Asset Management Company, LLC (“Western Asset”) is the investment adviser of Western Asset Investment Grade Income Fund Inc. and Western Asset Premier Bond Fund. Shareholders of these Funds vote on Proposal1-B.
LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”). Each of LMPFA and Western Asset are referred to herein as a “Manager.”
You are being asked to approve a New Management Agreement for your Fund because your Fund’s current management agreement will terminate upon the sale of Legg Mason to Franklin Templeton. The sale, which will result in a “change of control” of Legg Mason, is described in more detail below.
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that an advisory agreement of an investment company provide for automatic termination in the event of its “assignment” (as defined in the 1940 Act). A sale of a controlling block of an investment adviser’s “voting securities” (as defined in the 1940 Act) generally is deemed to result in an assignment of the investment adviser’s advisory agreements. The consummation of the transaction described below will constitute a sale of a controlling block of voting securities of each Manager that will result in the automatic termination of the current management agreement between each Fund and its Manager (a “Current Management Agreement”).
If shareholders of your Fund approve the New Management Agreement prior to the consummation of the transaction, it will be effective upon the consummation of the transaction. In the event that the transaction is not consummated, the Manager will continue to serve as investment adviser of your Fund pursuant to the terms of the Current Management Agreement.
There will be no increase in management fee rates as a result of the New Management Agreement for your Fund. The Transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by the Manager to your Fund.
The date of the Current Management Agreement for your Fund, the date on which the Current Management Agreement was last approved by your Fund’s shareholders and the contractual investment management fees payable to the Manager as investment adviser to your Fund are set forth inAppendix D of this Joint Proxy Statement. Aggregate management fees paid to the Manager by your Fund during the last fiscal year are set forth inAppendix F of this Joint Proxy Statement. The date the Board last approved the continuation of the Current Management Agreement is set forth inAppendix D of this Joint Proxy Statement.
Description of the Transaction
Legg Mason is the parent company of your Fund’s Manager and subadvisers. In February, 2020, Legg Mason entered into a definitive agreement (the “Transaction Agreement”) with Franklin Templeton, under which Franklin Templeton will acquire Legg Mason. Under the terms of the Transaction Agreement, Franklin Templeton will pay, in cash at closing, $50.00 per share of Legg Mason common stock and will assume approximately $2 billion of Legg Mason’s outstanding debt (the “Transaction”). The total value of the Transaction is approximately $6.5 billion. Upon completion of the Transaction, your Fund’s Manager and the subadvisers will become wholly owned subsidiaries of Franklin Templeton.
Consummation of the Transaction is subject to certain terms and conditions, including, among others: (i) approval of the Transaction by Legg Mason shareholders; (ii) receipt of applicable regulatory approvals; and
9
(iii) consent by advisory clients of Legg Mason investment affiliates representing a specified percentage of the revenue attributable to the assets under management for those clients to continue their advisory relationships with the Legg Mason investment affiliates following the consummation of the Transaction. This includes approval by shareholders of Funds having sufficient assets of new management and subadvisory agreements to replace those that will terminate automatically upon consummation of the Transaction, as described below. Subject to satisfaction or waiver of the terms and conditions, the Transaction is expected to close in the third quarter of 2020.
As part of the Transaction, Franklin Templeton will maintain the investment autonomy of the Legg Mason investment affiliates that manage the investments of your Funds, including Western Asset.
Upon consummation of the Transaction, Franklin Templeton will be one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on its and Legg Mason’s assets under management as of January 31, 2020). Assets under management are subject to fluctuation based on market conditions and other factors. The investment platform of the combined organization will be balanced between retail and institutional client assets under management. The combined organization will have greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and subadvisory agreements will provide continuity of the investment program you selected through your investment in the Funds and allow the Funds’ operations to continue uninterrupted after the sale.
Information Concerning the Parties to the Transaction
Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a financial services holding company that provides asset management and financial services through its investment affiliates. Legg Mason’s investment affiliates, which include Brandywine Global, Clarion Partners, ClearBridge, Martin Currie, QS Investors, Royce Investment Partners and Western Asset, operate with investment independence and have specialized expertise across equity, fixed income, alternative and liquidity investments and markets around the globe. Legg Mason’s assets under management were approximately $806 billion as of January 31, 2020.
Franklin Templeton. Franklin Resources, Inc. (“FRI”), whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 600 investment professionals, who are supported by Franklin Templeton’s integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries. The common stock of FRI is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.
Impact on the Investment Advisory Services Provided to Your Fund
The Transaction is not expected to result in any diminution in the nature, extent or quality of the services provided by the Manager to your Fund and its shareholders. The Transaction also is not expected to result in any diminution in the nature, extent or quality of the services provided by the subadviser or subadvisers to your Fund and its shareholders.
In particular, the Transaction is not expected to result in any material changes in the manner in which the Manager or the subadvisers provide investment management services to your Fund. The Transaction also is not expected to result in changes in the personnel providing portfolio management services to your Fund. Following the consummation of the Transaction, the Manager and the subadvisers will be able to draw upon the resources of the combined Franklin Templeton, which will be one of the world’s largest independent asset managers with a broad distribution footprint.
10
Comparison of New Management Agreement with Current Management Agreement
The terms of the New Management Agreement for your Fund are identical to the terms of your Fund’s Current Management Agreement, except for the dates of execution, effectiveness and termination. The contractual management fee rates to be paid by your Fund are identical under the applicable Current Management Agreement and the New Management Agreement.
Set forth below is a general description of the New Management Agreement and a comparison of its terms to those of the Current Management Agreement. A more detailed comparison of the terms of the New Management Agreement and the Current Management Agreement, and the complete terms of the New Management Agreement, are set forth inAppendix J, as follows:
| • | Unless your Fund is specifically identified in the “bulleted” paragraphs below, you should refer toAppendixJ-1 for a more detailed comparison of the terms of the New Management Agreement and your Fund’s Current Management Agreement, andAppendixJ-2 for a copy of the form of New Management Agreement. |
| • | Shareholders of Funds that are series of Western Asset Funds, Inc. and Western Asset Premier Bond Fund should refer toAppendixJ-3 for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixJ-4 for a copy of the form of New Management Agreement. |
| • | Shareholders of Western Asset Investment Grade Income Fund Inc. should refer toAppendixJ-5for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixJ-6for a copy of the form of New Management Agreement. |
As noted above, the current agreements for certain Funds are titled “investment advisory agreement” or “investment management agreement” but are referred to herein for convenience as “management agreements.” The terms of your Fund’s new agreement are identical to the terms of your Fund’s current agreement, except for the dates of execution, effectiveness and termination.
Fees.As noted above, the contractual management fee rates to be paid by your Fund and the method of calculation are identical under the applicable Current Management Agreement and the New Management Agreement. The management fee schedule payable by your Fund under both the Current Management Agreement and the New Management Agreement is set forth inAppendix D.
Investment Management Services. Each of the Current Management Agreement and the New Management Agreement provides that, subject to the supervision of the Fund’s Board, the Manager regularly provides the Fund with investment research, advice, management and supervision, and furnishes a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies and restrictions. The Manager determines from time to time what securities and other investments will be purchased, retained or sold by the Fund and implements those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, other applicable federal and state law and any specific policies adopted by the Fund’s Board and disclosed to the Manager.
As noted above, under each of the Current Management Agreement and the New Management Agreement, the Fund’s Manager is authorized to place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Subject to any policies and procedures adopted by the Fund’s Board that may modify or restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions, brokers or dealers may be selected by the Manager who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Funds and/or the other accounts over which the Manager or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or
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dealer. This determination may be viewed either in terms of that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Current Management Agreement and the New Management Agreement for the Funds that are series of Western Asset Funds, Inc. and for Western Asset Premier Bond Fund and Western Asset Investment Grade Income Fund Inc. state that, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described above, the Fund’s Manager shall seek to obtain the most favorable price and execution available. In doing so, a Manager may consider all factors it deems relevant.
Each of the Current Management Agreement and the New Management Agreement provides that the Manager will perform other functions of investment management and supervision, in each case subject to the discretion of the Board. For certain Funds, each of the Current Management Agreement and the New Management Agreement also specifies that the Manager will exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities, subject to such direction as the Fund’s Board may provide.
Fund Administration Services. Each of the Current Management Agreement and the New Management Agreement provides that the Manager will also perform administrative, management or other services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, subject to the direction and control of the Fund’s Board. Such administrative services include (i) supervising the overall administration of the Fund, including maintaining the Fund’s books and records, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) maintaining the registration and qualification of the Fund’s shares under federal and state laws.
Under each of the Current Management Agreement and the New Management Agreement, the Manager is also required to supply the Fund’s Board and officers with all information and reports reasonably required by them and reasonably available to the Manager. In addition, each of the Current Management Agreement and the New Management Agreement requires the Manager to furnish the Fund, at its own expense, with office facilities and all personnel reasonably necessary for the operation of the Fund.
Payment of Expenses. Each of the Current Management Agreement and the New Management Agreement states that, except as specifically indicated therein, the Manager is not responsible for any of the Fund’s ordinary or extraordinary expenses. The Manager is required to bear all expenses, and furnish all necessary services, facilities and personnel, in connection with its responsibilities to provide the Fund with investment advisory and administrative services thereunder.
Investment Subadvisers. Each of the Current Management Agreement and the New Management Agreement authorizes the Manager or the Fund to enter into contracts with investment subadvisers or subadministrators. These agreements permit subadvisers or subadministrators to be affiliates of the Manager. If the Manager contracts with a subadviser or subadministrator, as permitted under each of the Current Management Agreement and the New Management Agreement, the Manager would pay the subadvisory or subadministration fees, unless the Fund’s Board agrees otherwise.
Potential Conflicts of Interest. Each Fund and its Manager have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. Certain of the Current Management Agreements and the New Management Agreements also contain provisions that address potential conflicts of interest. Among other things, these agreements provide that, if the purchase or sale of securities consistent with the investment policies of a Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by the Manager. In addition, if transactions of a Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the Manager’s policies and procedures as presented to the Fund’s Board from time to time. Each of the Current Management Agreement and the New Management Agreement specifically provides that the Manager may engage in any other business or render services of any kind.
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Limitation on Liability. Under each of the Current Management Agreement and the New Management Agreement, the Manager is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for a Fund. A Manager is not protected, however, for willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Agreement. The Current Management Agreements and New Management Agreements for certain Funds also clarify that the Manager assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Manager is not liable for any error of judgment or mistake of law, and that the Manager is not responsible for any action of the applicable Board in following or declining to follow the Manager’s advice or recommendations.
Term and Continuance.If approved by shareholders prior to the consummation of the Transaction, the Fund’s New Management Agreement will go into effect upon the consummation of the Transaction for atwo-year period. Thereafter, if not terminated, the New Management Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board, or (b) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board Members who are not interested persons of a party to the New Management Agreement, as required by the 1940 Act. The Current Management Agreements have similar provisions for their term and continuance, although the initial dates of the agreements differ and the initialtwo-year period has elapsed in most cases.
Termination.Each of the Current Management Agreement and the New Management Agreement may be terminated at any time, without the payment of any penalty, by the Fund or the Manager, upon written notice as provided in the Agreement. Each Management Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Management Agreements and New Management Agreements for certain Funds also limit the ongoing use of the name of the Manager following termination.
Additional Provisions. The Current Management Agreement for certain more recently established Funds identified inAppendix J-1 andAppendix J-2 includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Management Agreement for these Funds. The provisions described below apply only to the New Management Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current Management Agreement or New Management Agreement for any other Funds.
The New Management Agreement, like the Current Management Agreement, for these more recently established Funds provides that the Agreement does not create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors. In addition, the New Management Agreement for these Funds, like the Current Management Agreement, provides that any legal suit, action or proceeding related to, arising out of or concerning the agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York and submitted to the Commercial Division of that court (each, a “Designated Court”). The New Management Agreement for these Funds, like the Current Management Agreement, provides that each party to the Agreement (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court; and (c) waives any objection that either Designated Court is an inconvenient forum. The New Management Agreement for these Funds, like the Current Management Agreement, also provides that the Manager is not liable for any losses caused by natural disasters, failure or disruption of utilities, communications, computer or information technology and various circumstances beyond the Manager’s control.
Possible Interim Management Agreement
If the shareholders of your Fund do not approve the New Management Agreement and the Transaction is completed, an interim investment management agreement between your Fund’s Manager and your Fund (the “Interim Management Agreement”) will take effect upon the closing of the Transaction. The Board has approved the Interim Management Agreement to allow the Fund’s Manager to continue providing services to the Fund while shareholder approval of the New Management Agreement continues to be sought. The terms of the Interim
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Management Agreement are identical to those of the Current Management Agreement, except for the term and escrow provisions described below. The Interim Management Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of your Fund approve the New Management Agreement. The Fund’s Board or a “1940 Act Majority Vote” of the outstanding voting securities of a Fund may terminate the Interim Management Agreement on 10 calendar days’ written notice to the Manager without the payment of any penalty. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by the Manager under the Interim Management Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Management Agreement will be paid to the Manager. If shareholders of your Fund do not approve the New Management Agreement prior to the end of the150-day period, the Board of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Manager will be paid the lesser of its costs incurred in performing its services under the Interim Management Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board of your Fund would either negotiate a new investment advisory agreement with an advisory organization selected by the Board, subject to shareholder approval, or make other appropriate arrangements.
On March 9, 2020, during a telephonic meeting of the Boards, members of the Boards discussed with Legg Mason management and certain Franklin Templeton representatives the Transaction and Franklin Templeton’s plans and intentions regarding the Funds and Legg Mason’s asset management business, including the preservation and continued investment autonomy of the investment advisory businesses conducted by Legg Mason’s separate investment advisory subsidiaries and the combination of Legg Mason’s and Franklin Templeton’s distribution resources. The Boards were advised that the Transaction, if completed, would constitute a change of control under the 1940 Act that would result in the termination of the Current Management Agreements and Current Subadvisory Agreements.
At meetings held on April 14, 2020, the Board of each Fund, including a majority of the Board Members who are not “interested persons” of the Funds or the Managers as defined in the 1940 Act (the “Independent Board Members”), approved the New Management Agreement between the Fund and its Manager and each New Subadvisory Agreement between the Fund’s Manager and its Subadviser or Subadvisers relating to the Fund.2 (The New Management Agreement for a Fund and the New Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “New Agreements,” the Current Management Agreement for a Fund and the Current Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “Current Agreements,” and the Manager and the Subadviser or Subadvisers for a Fund are referred to, collectively, as the “Advisers.”)
At these meetings, which included meetings of each full Board and separate meetings of the Independent Board Members of each Board, the Board of each Fund considered, among other things, whether it would be in the best interests of the Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Fund and its shareholders. To assist the Boards in their consideration of the New Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, and Franklin Templeton and Legg Mason provided materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.
On April 8, 2020, the Independent Board Members met with representatives of Legg Mason to discuss the Transaction and the New Agreements. In addition, the Independent Board Members met separately, with the assistance of their independent legal counsel, to discuss and evaluate the information provided and to consider what additional information was desired.
Before or during the April 14, 2020 meetings, the Boards sought additional information as they deemed necessary and appropriate. In connection with their consideration of the New Agreements, the Independent Board
2 This meeting was held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the exemptive order is necessary and appropriate due to circumstances related to current or potential effects of COVID-19. All Board Members participating in the telephonic meeting were able to hear each other simultaneously during the meeting. Reliance on the exemptive order requires Board Members, including a majority of the Independent Board Members, to ratify actions taken pursuant to the exemptive order by vote cast at the next in-person meeting.
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Members worked with their independent legal counsel to prepare requests for additional information that were submitted to Franklin Templeton and Legg Mason. The Boards’ requests for information sought information relevant to the Boards’ consideration of the New Agreements, distribution arrangements, and other anticipated impacts of the Transaction on the Funds and their shareholders. Franklin Templeton and Legg Mason provided documents and information in response to these requests for information. Following their review of this information, the Independent Board Members submitted supplemental due diligence requests for additional information to Franklin Templeton and Legg Mason. Franklin Templeton and Legg Mason provided further information in response to this supplemental diligence request, which the Boards reviewed. Senior management representatives from Franklin Templeton and Legg Mason participated in a portion of each of these meetings and addressed various questions raised by the Boards.
At each Board’s April 14, 2020 meeting, representatives of Legg Mason (including representatives of Western Asset) and Franklin Templeton made presentations to, and responded to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Agreements.
Each Board’s evaluation of the New Agreements reflected the information provided specifically in connection with its review of the New Agreements, as well as, where relevant, information that was previously furnished to the Board in connection with the most recent renewal of the Current Agreements at in-person meetings held in November 2019 and at other Board meetings throughout the prior year.
Among other things, the Board Members considered:
(i) the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;
(ii) that Franklin Templeton has informed the Boards that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries;
(iii) that Franklin Templeton and Legg Mason have informed the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and have represented that there are not expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;
(iv) that Franklin Templeton and Legg Mason have informed the Boards regarding transition plans, including Legg Mason’s provision of retention incentives for certain Legg Mason corporate personnel until the transaction closes, and Franklin Templeton’s provision of long-term retention mechanisms for certain personnel following the closing;
(v) that there are not expected to be any changes to each Fund’s custodian or other service providers as a result of the Transaction;
(vi) that Franklin Templeton has informed the Boards that it has no present intention to alter currently effective expense waivers and reimbursements after their expiration, and, while it reserves the right to do so in the future, it would consult with the applicable Boards before making any changes;
(vii) that Franklin Templeton does not expect to propose any changes to the investment objective(s) of any Fund or any changes to the principal investment strategies of any Fund as a result of the Transaction;
(viii) the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment opportunities;
(ix) that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant network of intermediary relationships may provide additional opportunities for the Funds to grow assets and lower expense ratios by spreading expenses over a larger asset base;
(x) that Franklin Templeton and Legg Mason will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;
(xi) the fact that each Fund’s contractual management and, where applicable, administrative fee rates will remain the same and will not increase by virtue of the New Agreements;
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(xii) the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for their respective dates of execution, effectiveness and termination;
(xiii) the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Boards approve the New Agreements;
(xiv) that the Current Agreements, except in the case of newer Funds, are the product of multiple years of review and negotiation and information received and considered by the applicable Boards in the exercise of their business judgment during those years, and that within the past year the Board of each Fund had performed a full review of and approved the Current Agreements as required by the 1940 Act and had determined in the exercise of the Board Members’ business judgment that each applicable Adviser had the capabilities, resources and personnel necessary to provide the services provided to each Fund, and that the management and subadvisory fees paid by or in respect of the Fund, taking into account any applicable agreed-upon fee reductions and breakpoints, represented reasonable compensation to the applicable Adviser in light of the services provided, the costs to the Adviser of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board Members considered relevant in the exercise of their business judgment, and represented an appropriate sharing between Fund shareholders and the Advisers of any economies of scale in the management of the Fund at current and anticipated asset levels (the date of each Board’s most recent full annual review of the Current Agreements is noted in Appendix D(Current Management Agreements) and Appendix E(Current Subadvisory Agreements));
(xv) that the Current Agreements were considered and approved as recently as November 2019, except in the case of a newer Fund currently in the initial term of its agreement;
(xvi) that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, regardless of whether the Transaction is consummated; and
(xvii) that under the Transaction Agreement Franklin Templeton has acknowledged that Legg Mason had entered into the Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton represented to the Board Members that it would conduct its business such that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board shall be “interested persons” (as defined in the 1940 Act) of any investment adviser for a Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an “unfair burden” (within the meaning of the 1940 Act, including any interpretations or no-action letters of the Securities and Exchange Commission) on any Fund as a result of the transactions contemplated by the Transaction Agreement or any express or implied terms, conditions or understandings applicable thereto.
Certain of these considerations are discussed in more detail below.
In their deliberations, the Board Members considered information received in connection with the most recent approval or continuation of each Current Agreement in addition to information provided by Franklin Templeton and Legg Mason in connection with their evaluation of the terms and conditions of the New Agreements. In connection with the most recent approval or continuation of each Current Agreement, and in connection with their review of each New Agreement, the Board Members did not identify any particular information that was all-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members evaluated all information available to them on a Fund-by-Fund basis with respect to their consideration of the Current Agreements and the New Agreements, and their determinations were made separately in respect of each Fund.
The information provided and presentations made to each Board encompassed each Fund and all other Funds for which the Board has responsibility. The discussion below for each Fund covers both the advisory and the administrative functions rendered by the Manager for the Fund, both of which functions are encompassed by the New Management Agreement for the Fund, as well as the advisory functions rendered by the Subadviser(s)
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pursuant to the New Subadvisory Agreement(s) for the Fund. The Independent Board Members of each Fund considered the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of their review. In doing so, they considered the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.
The Independent Board Members were advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund received a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreements for the Fund. The Independent Board Members of each Fund reviewed the proposed approval of the New Agreements for the Fund on multiple occasions with their independent legal counsel in private sessions at which no representatives of Franklin Templeton, Legg Mason, or the Manager or Subadviser(s) for the Fund were present.
Nature, extent and quality of the services under the New Agreements
The Board of each Fund received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser(s) under the Current Agreements. In evaluating the nature, quality and extent of the services to be provided by the Advisers under the New Agreements, the Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Adviser, and that Franklin Templeton and Legg Mason have advised the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction. The Board has received information at regular meetings throughout the past year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser(s) took into account the Board Members’ knowledge gained as Board Members of other Funds in the Legg Mason fund complex, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadviser(s), and the quality of the Manager’s administrative and other services. The Board considered that the scope of services provided by the Manager and the Subadviser(s), and the undertakings required of the Manager and Subadviser(s) in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs and cybersecurity programs, had expanded over time as a result of regulatory, market and other developments. The Board has received and reviewed on a regular basis information from the Manager and the Subadviser(s) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act, and took that information into account in its evaluation of the New Agreements. The Board also considered the risks associated with the Fund borne by the Advisers and their affiliates (such as entrepreneurial, operational, reputational, litigation and regulatory risk), as well as the risk management processes of the Manager and Subadviser(s).
The Board of each Fund considered information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition.
The Board also reviewed the qualifications, backgrounds and responsibilities of the senior personnel of the Manager and the Subadviser(s) and the team of investment professionals primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the financial resources of Legg Mason and Franklin Templeton and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Fund of being part of a larger combined organization with greater financial resources following the Transaction, particularly during periods of market disruptions and volatility.
The Board also considered the policies and practices of the Manager and the Subadvisers regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund, or in the case of a Fund which invests in securities through an underlying master Fund that is a Fund in Master Portfolio Trust, for the master Fund in which the feeder Fund invests.
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The Board received performance information for the Fund (or, where the Fund is a master Fund, for each of the feeder Funds that invest in the Fund), as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (“Lipper”). The Board was provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. It was noted that, while the Board Members have found the Broadridge data generally useful the Board Members recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. It was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing the Fund’s (or the applicable feeder Fund’s) performance against its benchmark and against the Fund’s (or feeder Fund’s) peers. In addition, the Board considered the Fund’s (or feeder Fund’s) performance in light of overall financial market conditions. Where the Fund’s (or feeder Fund’s) relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanations from the Advisers concerning the Fund’s (or feeder Fund’s) relative performance versus the peer group for the various periods. For new Funds, the Board considered that the Fund had recently commenced operations and thus had a relatively limited performance history.
Based on their review of the materials provided and the assurances received from Franklin Templeton and Legg Mason, the Board Members determined that the Transaction was not expected to affect adversely the nature, extent and quality of services provided by each Adviser and that the Transaction was not expected to have an adverse effect on the ability of the Advisers to provide those services, and the Board of each Fund concluded that, overall, the nature, extent and quality of services expected to be provided, including performance, under the New Agreements for the Fund were sufficient for approval.
Management fees and expense ratios
The Board considered that it had reviewed each Fund’s management fee and total expense ratio at the 2019 contract renewal meetings. The Board considered that the New Management Agreement does not change any Fund’s management fee rate or the computation method for calculating such fees, and that there is no present intention to alter expense waiver and reimbursement arrangements that are currently in effect.
The Board of each Fund reviewed and considered the contractual management fee and the actual management fees paid by the Fund to the Manager in light of the nature, extent and quality of the management and subadvisory services to be provided by the Manager and the Subadviser(s). The Board also noted that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, or in some cases, another Subadviser, and not the Fund. In the case of feeder Funds, the Board considered that the Fund’s expense information reflects both management fees and total expenses payable by the Fund as well as management fees and total expenses payable by the master Fund. In addition, the Board received and considered information provided by Broadridge comparing the contractual management fee and the actual management fee for the Fund (or, in the case of master Funds, its feeder Fund(s)), and the Fund’s (or each feeder Fund’s), as well as the total actual expenses for the Fund, with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. It was noted that, while the Board Members have found the Broadridge data generally useful the Board Members recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board also considered the management fee, the fees of each Subadviser and the portion of the management fee retained by the Manager after payment of the subadvisory fees, in each case in light of the services rendered for those amounts. The Board also received an analysis of Legg Mason complex-wide management fees for Funds with a similar strategy provided by the Manager, which, among other things, set out a framework of fees based on asset classes.
The Board for the Western Asset SMASh Series C, Series M, Series EC and Series TF Funds considered that those Funds do not pay a management fee. The Board for each of those Funds also considered that the Manager has agreed to pay all operating expenses of the Fund, except interest, brokerage, taxes, and extraordinary expenses. The Board considered that this arrangement continues through December 2021 unless the Board consents to an earlier termination, and would not be affected by the Transaction. In addition, the Board
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considered that shareholders of the Fund are participants in separately managed account programs and pay fees to the program sponsors for the costs and expenses of the program, including fees for advice and portfolio execution. When a program participant, alone or with his or her program sponsor, elects to allocate assets to the investment strategy managed or advised by an affiliate of the Manager, that affiliate receives a fee from the program sponsor for managing or advising those assets, including assets that may be invested in the Fund. In certain cases, a participant will pay a fee for investment advice directly to an affiliate of the Manager in its capacity as adviser or subadviser to the participant’s account.
The Board of each Fund reviewed information regarding fees charged by the Manager and/or the Subadviser(s) to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts. The Manager reviewed with the Board the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund service providers. The Board considered the fee comparisons in light of the differences in management of these different types of accounts and the differences in associated risks borne by the Advisers.
In evaluating the costs of the services to be provided by the Advisers under the New Agreements, the Board Members considered, among other things, whether management fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members determined that the Transaction would not increase the total fees payable by the Fund for management services.
Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund determined that the management fee and the subadvisory fees for the Fund were reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the New Agreements.
Profitability and economies of scale
The Board received and considered an analysis of the profitability of the Manager and its affiliates in providing services to the Fund (and, in the case of feeder Funds, in providing services to the master Fund in which the Fund invests, and in the case of master Funds, the feeder Fund(s) that invest in the Fund). The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to the Manager’s allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had been previously reviewed by an outside consultant. The profitability of the Manager and its affiliates was considered by the Board not excessive in light of the nature, extent and quality of the services provided to the Fund.
The Board of each Fund received and considered information concerning whether the Advisers realize economies of scale as the Fund’s assets grow. In conjunction with their most recent or prior deliberations concerning the Current Agreements, the Board Members have noted that advisory or management fee reductions and fee breakpoints had been implemented for certain Funds, as well as contractual expense limitations, and that after taking those reductions, breakpoints and expense limitations into account, the Board Members had determined that the total fees for management services, and administrative services for the applicable Funds, were reasonable in light of the services provided, and that any economies of scale were being shared appropriately.
The Board Members noted that Franklin Templeton and Legg Mason are expected to realize cost savings from the Transaction based on synergies of operations, as well as to benefit from possible growth of the Funds resulting from enhanced distribution capabilities. However, they noted that other factors could also affect profitability and potential economies of scale, and that it was not possible to predict with any degree of certainty how the Transaction would affect the Advisers’ profitability from their relationship with the Funds, nor to quantify at this time any possible future economies of scale. The Board Members noted they will have the opportunity to periodically re-examine such profitability and any economies of scale going forward.
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Other benefits to the Advisers
The Board of each Fund considered other benefits received by the Manager, the Subadviser(s) and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser(s) to the Fund, the Board considered that the ancillary benefits that the Manager, the Subadviser(s) and their affiliates received are reasonable. In evaluating the fall-out benefits to be received by the Advisers under the New Agreements, the Board Members considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Agreements.
The Board of each Fund considered that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason investment affiliates’ names in connection with operating and marketing the Funds. The Board of each Fund considered that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.
Conclusion
After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, the Board Members of each Fund, including the Independent Board Members, concluded that the New Agreements for your Fund, including the fees payable thereunder, were fair and reasonable and that entering into the New Agreements for the Fund was in the best interests of the Fund’s shareholders, and they voted to approve the New Agreements and to recommend that shareholders approve the New Agreements.
Section 15(f) provides anon-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a change of control of the investment adviser as long as two conditions are met. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser (or predecessor investment adviser, if applicable) within the meaning of the 1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during thetwo-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).
The Boards have not been advised by Legg Mason or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Franklin Templeton has advised the Boards that Franklin Templeton will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.
Information About the Managers, the Subadvisers and Affiliated Service Providers
Managers and Subadvisers
LMPFA is a registered investment adviser and is a wholly owned subsidiary of Legg Mason. LMPFA, with offices at 620 Eighth Avenue, New York, New York 10018, provides investment management and/or administrative and certain oversight services to the Funds. As of December 31, 2019, LMPFA’s total assets under management were approximately $202.1 billion. LMPFA serves as the administrator or subadministrator for those Funds for which it is not the Manager and will continue to provide such services following the consummation of the Transaction.
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Western Asset Management Company, LLC (“Western Asset”), established in 1971, has offices at 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018. Western Asset Management Company Limited (“Western Asset London”) was founded in 1984 and has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) was founded in 1991 and has offices at 36F Shin-Marunouchi Building,5-1 Marunouchi1-ChomeChiyoda-Ku, Tokyo100-6536, Japan. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) was established in 2000 and has offices at 1 George Street#23-01, Singapore 049145. Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore act as investment advisers to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of December 31, 2019, the total assets under management of Western Asset and its supervised affiliates, including Western Asset London, Western Asset Japan and Western Asset Singapore, were approximately $456.3 billion.
Affiliated Service Providers
LMPFA serves as the administrator for Western Asset Investment Grade Income Fund Inc. and Western Asset Premier Bond Fund and will continue to provide such services following the consummation of the Transaction.
Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, MD 21202, a wholly-owned broker/dealer subsidiary of Legg Mason, serves as the principal underwriter for eachOpen-End Fund. LMIS will continue to act as theOpen-End Funds’ principal underwriter following the consummation of the Transaction. LMIS also serves as a service agent of theOpen-End Funds and is expected to continue to provide such services following the consummation of the Transaction.
Additional Information about the Managers, the Subadvisers and Affiliated Service Providers
The tables set forth in Appendix F show amounts paid to affiliates of the Managers and the Subadvisers during the Funds’ most recently completed fiscal year. There were no other material payments by the Funds to Legg Mason, the Managers, the Subadvisers or any of their affiliates during that period. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year.
The names and principal occupations of the directors and principal executive officers (or persons performing similar functions) of the Managers and the Subadvisers are as set forth in AppendixG-1. The principal address of each individual as it relates to his or her duties at the applicable Manager/Subadviser is the same as that of the Manager/Subadviser.
Each officer of the Funds, as well as Jane E. Trust, an interested Board Member of the Funds, is an employee of a Manager and/or Subadviser as set forth inAppendixG-2.No Independent Board Member of a Fund owns any securities of, or has any other material direct or indirect interest in, Legg Mason, Franklin Templeton or any of their respective affiliates.
The Managers and the Subadvisers may provide investment advisory services to certain other funds that may have investment objectives and policies similar to those of the Funds. The table set forth in Appendix Hlists other funds advised by the Managers or the Subadvisers, the net assets of those funds, and the management fees the Managers or the Subadvisers received from those funds during the fiscal years ended on the dates noted.
To become effective with respect to your Fund, the New Management Agreement with your Fund’s Manager must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Fund’s Board recommends that you vote “FOR” this proposal.
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PROPOSAL 2—TO APPROVE A NEW SUBADVISORY AGREEMENT WITH EACH SUBADVISER OF YOUR FUND
At the Meeting, you will be asked to approve a new subadvisory agreement (each a “New Subadvisory Agreement”), with respect to each of your Fund’s subadvisers (each, a “Subadviser,” and collectively, the “Subadvisers”). You are entitled to vote on a New Subadvisory Agreement with each Subadviser of your Fund. The name of your Fund appears below under the heading for each Subadviser of your Fund. Please also see the chart above in “Summary of Proposals.”
PROPOSAL2-A: Approve a new subadvisory agreement with Western Asset Management Company, LLC
Funds affected:
Legg Mason Partners Income Trust | ||
Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | Western Asset Massachusetts Municipals Fund | |
Western Asset California Municipals Fund | Western Asset Mortgage Total Return Fund | |
Western Asset Corporate Bond Fund | Western Asset Municipal High Income Fund | |
Western Asset Emerging Markets Debt Fund | Western Asset New Jersey Municipals Fund | |
Western Asset Global High Yield Bond Fund | Western Asset New York Municipals Fund | |
Western Asset Income Fund | Western Asset Oregon Municipals Fund | |
Western Asset Intermediate Maturity California Municipals Fund | Western Asset Pennsylvania Municipals Fund | |
Western Asset Intermediate Maturity New York Municipals Fund | Western Asset Short Duration High Income Fund | |
Western Asset Intermediate-Term Municipals Fund | Western Asset Short Duration Municipal Income Fund | |
Western Asset Managed Municipals Fund | Western Asset Short-Term Bond Fund | |
Western Asset Funds, Inc. | ||
Western Asset Core Bond Fund | Western Asset Intermediate Bond Fund | |
Western Asset Core Plus Bond Fund | Western Asset Macro Opportunities Fund | |
Western Asset High Yield Fund | Western Asset Total Return Unconstrained Fund | |
Western Asset Inflation Indexed Plus Bond Fund | ||
Legg Mason Partners Institutional Trust | ||
Western Asset Institutional Government Reserves | Western Asset Premier Institutional U.S. Treasury Reserves | |
Western Asset Institutional Liquid Reserves | Western Asset Select Tax Free Reserves | |
Western Asset Institutional U.S. Treasury Obligations Money Market Fund | Western Asset SMASh Series C Fund | |
Western Asset Institutional U.S. Treasury Reserves | Western Asset SMASh Series EC Fund | |
Western Asset Premier Institutional Government Reserves | Western Asset SMASh Series M Fund | |
Western Asset Premier Institutional Liquid Reserves | Western Asset SMASh Series TF Fund | |
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Legg Mason Partners Money Market Trust | ||
Western Asset Government Reserves | Western Asset Tax Free Reserves | |
Western Asset New York Tax Free Money Market Fund | Western Asset U.S. Treasury Reserves | |
Western Asset Prime Obligations Money Market Fund | ||
Legg Mason Partners Premium Money Market Trust | ||
Western Asset Premium Liquid Reserves | Western Asset Premium U.S. Treasury Reserves | |
Master Portfolio Trust | ||
Government Portfolio | U.S. Treasury Obligations Portfolio | |
Liquid Reserves Portfolio | U.S. Treasury Reserves Portfolio | |
Tax Free Reserves Portfolio | ||
Legg Mason Partners Variable Income Trust | ||
Western Asset Core Plus VIT Portfolio | Western Asset Variable Global High Yield Bond Portfolio | |
PROPOSAL2-B: Approve a new subadvisory agreement with Western Asset Management Company Limited
Funds affected:
Legg Mason Partners Income Trust | ||
Western Asset Emerging Markets Debt Fund | Western Asset Short Duration High Income Fund | |
Western Asset Global High Yield Bond Fund | Western Asset Short-Term Bond Fund | |
Western Asset Income Fund | ||
Western Asset Funds, Inc. | ||
Western Asset Core Bond Fund | Western Asset Intermediate Bond Fund | |
Western Asset Core Plus Bond Fund | Western Asset Macro Opportunities Fund | |
Western Asset High Yield Fund | Western Asset Total Return Unconstrained Fund | |
Western Asset Inflation Indexed Plus Bond Fund | ||
Legg Mason Partners Institutional Trust | ||
Western Asset SMASh Series C Fund | Western Asset SMASh Series M Fund | |
Western Asset SMASh Series EC Fund | ||
Legg Mason Partners Variable Income Trust | ||
Western Asset Core Plus VIT Portfolio | Western Asset Variable Global High Yield Bond Portfolio | |
Closed-End Funds | ||
Western Asset Investment Grade Income Fund Inc. | Western Asset Premier Bond Fund | |
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PROPOSAL2-C: Approve a new subadvisory agreement with Western Asset Management Company Ltd
Funds affected:
Legg Mason Partners Income Trust | ||
Western Asset Income Fund | ||
Western Asset Funds, Inc. | ||
Western Asset Core Plus Bond Fund | Western Asset Macro Opportunities Fund | |
Western Asset Inflation Indexed Plus Bond Fund | Western Asset Total Return Unconstrained Fund | |
Legg Mason Partners Institutional Trust | ||
Western Asset SMASh Series EC Fund | ||
Legg Mason Partners Variable Income Trust | ||
Western Asset Core Plus VIT Portfolio | ||
Closed-End Fund | ||
Western Asset Premier Bond Fund | ||
PROPOSAL2-D: Approve a new subadvisory agreement with Western Asset Management Company Pte. Ltd.
Funds affected:
Legg Mason Partners Income Trust | ||
Western Asset Emerging Markets Debt Fund | Western Asset Income Fund | |
Western Asset Global High Yield Bond Fund | ||
Western Asset Funds, Inc. | ||
Western Asset Core Plus Bond Fund | Western Asset Macro Opportunities Fund | |
Western Asset Inflation Indexed Plus Bond Fund | Western Asset Total Return Unconstrained Fund | |
Legg Mason Partners Institutional Trust | ||
Western Asset SMASh Series EC Fund | ||
Legg Mason Partners Variable Income Trust | ||
Western Asset Core Plus VIT Portfolio | Western Asset Variable Global High Yield Bond Portfolio | |
Closed-End Fund | ||
Western Asset Premier Bond Fund | ||
Each Subadviser is a wholly-owned subsidiary of Legg Mason. Information about the Subadvisers is provided in Proposal 1 above under “Information about the Managers, the Subadvisers and Affiliated Service Providers.”
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Your Fund’s Subadviser, the date of each Current Subadvisory Agreement with respect to your Fund, and the date on which it was last approved by shareholders and approved for continuance by the applicable Board are provided inAppendix E.
Shareholders are being asked to approve a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers because the consummation of the Transaction described above will constitute a change in control of your Fund’s Manager and Subadvisers and, therefore, will result in the automatic termination of each Current Subadvisory Agreement under the 1940 Act. If shareholders approve a New Subadvisory Agreement for a Fund prior to the consummation of the Transaction and that Fund’s New Management Agreement is approved by shareholders, that New Subadvisory Agreement will be effective upon the consummation of the Transaction. In the event that the Transaction is not consummated, the Subadviser will continue to serve your Fund pursuant to the terms of the Current Subadvisory Agreement.
There will be no increase in the fees payable to a Subadviser as a result of a New Subadvisory Agreement, and each Subadviser will continue to provide the advisory services to a Fund under a New Subadvisory Agreement as were provided under the applicable Current Subadvisory Agreement. It is expected that advisory services will continue to be provided by the same Subadviser personnel under a New Subadvisory Agreement as under the applicable Current Subadvisory Agreement. The Fund’s Manager pays a portion of the fee it receives from the Fund to a Subadviser as compensation for the Subadviser’s advisory services to the Fund. In certain cases, a Fund’s Subadviser pays a portion of the fee it receives to other Subadvisers as compensation for such Subadvisers’ advisory services to the Fund.
The terms of each New Subadvisory Agreement are identical to the terms of the applicable Current Subadvisory Agreement, except for the dates of execution, effectiveness and termination. The stated subadvisory fees to be paid with respect to your Fund are identical under the applicable Current Subadvisory Agreement and the New Subadvisory Agreement.
Set forth below is a general description of the New Subadvisory Agreement and a comparison of its terms to those of the Current Subadvisory Agreement. A more detailed comparison of the terms of the New Subadvisory Agreement and the Current Subadvisory Agreement, and the complete terms of the New Subadvisory Agreement are set forth inAppendix K, as follows:
| • | Unless your Fund is specifically identified in the “bulleted” paragraphs below, you should refer toAppendixK-1 for a more detailed comparison of the terms of the New Subadvisory Agreement and your Fund’s Current Subadvisory Agreement(s), andAppendixK-2 for a copy of the form of New Subadvisory Agreement. |
| • | Shareholders of Funds that are series of Western Asset Funds, Inc. and Western Asset Premier Bond Fund should refer toAppendixK-3 for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreement(s), andAppendixK-4 for a copy of the form of New Subadvisory Agreement. |
| • | Shareholders of Western Asset Investment Grade Income Fund Inc. should refer toAppendixK-5for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreement, andAppendixK-6for a copy of the form of New Subadvisory Agreement. |
As noted above, the current agreements for certain Funds are titled “advisory agreement,” “investment advisory agreement,” “investment subadvisory agreement,” or “portfolio management agreement,” but are referred to herein for convenience as “subadvisory agreements.”
Comparison of New Subadvisory Agreement with Current Subadvisory Agreement
Fees. There is no change in the fees payable to the Subadvisers for investment subadvisory services as a result of the New Subadvisory Agreements. The Fund does not compensate a Subadviser for its services. That
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compensation is paid by the Manager or, in some cases, another Subadviser. The current contractual fees payable to the Subadvisers are set forth in Appendix E.
Investment Subadvisory Services. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement provides that, subject to the supervision of the Fund’s Board Members and its Manager, the Subadviser will regularly provide the Fund, with respect to that portion of the Fund’s assets allocated to the Subadviser by the Manager, with investment research, advice, management and supervision, will furnish a continuous investment program for the allocated assets consistent with the Fund’s investment objectives, policies and restrictions, will determine from time to time what securities and other investments will be purchased, retained or sold by the Fund, and will implement those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations of the SEC, and other applicable federal and state law, as well as any specific policies adopted by the Fund’s Board and disclosed to the Subadviser.
Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser is authorized to place orders pursuant to its investment determinations with respect to the allocated assets either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Subject to any policies and procedures adopted by the Fund’s Board that may modify or restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided in the Agreement and described below, the Subadviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Current Subadvisory Agreement and the New Subadvisory Agreement for the Funds that are series of Western Asset Funds, Inc. and for Western Asset Premier Bond Fund and Western Asset Investment Grade Income Fund Inc. states that, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described above, the Fund’s Subadviser shall seek to obtain the most favorable price and execution available. In making such determination the Subadviser shall consider all factors it deems relevant.
Each of the Current Subadvisory Agreement and the New Subadvisory Agreement (other than the Agreements for Funds that are series of Western Asset Funds, Inc., and for Western Asset Premier Bond Fund and Western Asset Investment Grade Income Fund Inc.) further provides that the Subadviser will exercise voting rights, rights to consent to corporate action and any other rights pertaining to its allocated portion of the Fund’s assets in accordance with the Subadviser’s policies and procedures, subject to such direction as the Board may provide and will perform such other functions of investment management and supervision as may be directed by the Board.
Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement (except for the Agreement for Western Asset Investment Grade Income Fund Inc.), the Subadviser agrees that it will keep records relating to the services it provides the Fund in accordance with applicable laws. While the Current Subadvisory Agreement for Western Asset Investment Grade Income Fund Inc. does not explicitly contain this provision, nevertheless, the Subadviser for the Fund keeps records as required by applicable law.
Payment of Expenses. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement requires the Subadviser to furnish the Fund, at its own expense, all necessary services, facilities and personnel in connection with its responsibilities under the Agreement. Except for these expenses, the Subadviser is not responsible for the Fund’s expenses. The Subadviser is required to bear all expenses in connection with the performance of its services under the Agreement.
Potential Conflicts of Interest. Each Fund and its Manager and Subadvisers have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory
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relationship. Certain of the Current Subadvisory Agreements and the New Subadvisory Agreements also contain provisions that address potential conflicts of interest. Among other things, these agreements provide that, if the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by the Subadviser. In addition, if transactions of the Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement specifically provides that the Subadviser may engage in any other business or render services of any kind.
Each of the Current Subadvisory Agreement and the New Subadvisory Agreement (except for the Agreements for Western Asset Premier Bond Fund and Western Asset Investment Grade Income Fund Inc.) also permits the Subadviser to delegate to an affiliate or employees of an affiliate certain of its duties under the Agreement, as long as the Subadviser supervises the affiliate or the employees. Any such arrangement must be entered into in accordance with the 1940 Act and does not relieve the Subadviser of any of its obligations under the Agreement.
Limitation on Liability. Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund. A Subadviser is not protected however, for willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Agreement. This same limitation of liability applies to affiliates of the Subadviser who may provide services to the Fund as contemplated by the Subadvisory Agreement. The Current Subadvisory Agreements and the New Subadvisory Agreements for certain Funds also clarify that the Subadviser assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Subadviser is not liable for any error of judgment or mistake of law.
Term and Continuance. If approved by shareholders prior to the consummation of the Transaction and the Fund’s New Management Agreement is approved by shareholders, the New Subadvisory Agreement will go into effect upon the consummation of the Transaction for an initialtwo-year period. Thereafter, if not terminated, the New Subadvisory Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board or (b) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board Members who are not interested persons of any party to the New Subadvisory Agreement, as required by the 1940 Act. The Current Subadvisory Agreements have similar provisions for their term and continuance, although the initial dates of the agreements differ and the initialtwo-year period has elapsed in most cases.
Termination. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement may be terminated at any time, without the payment of any penalty, by the Fund or the Subadviser, upon written notice as provided in the Agreement. Each Subadvisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Subadvisory Agreements and New Subadvisory Agreements for certain Funds also limit the ongoing use of the name of the Subadviser following termination.
Additional Provisions. The Current Subadvisory Agreement for certain more recently established Funds identified inAppendixK-1 and AppendixK-2includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Subadvisory Agreement for these Funds. The provisions described below apply only to the New Subadvisory Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current or New Subadvisory Agreements for any other Funds.
The New Subadvisory Agreement, like the Current Subadvisory Agreement, for these more recently established Funds provides that the Agreement does not create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors. In addition, the New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, provides that any legal suit, action or proceeding related to, arising out of or concerning the agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such
27
action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York and submitted to the Commercial Division of that court (each, a “Designated Court”). The New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, provides that each party to the Agreement (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court; and (c) waives any objection that either Designated Court is an inconvenient forum. The New Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, also provides that the Subadviser is not liable for any losses caused by natural disasters, failure or disruption of utilities, communications, computer or information technology and various circumstances beyond the Subadviser’s control.
Possible Interim Subadvisory Agreement(s)
If the shareholders of your Fund do not approve a New Subadvisory Agreement and the Transaction is completed, an interim subadvisory agreement (an “Interim Subadvisory Agreement”) will take effect upon the closing of the Transaction. The Board has approved the Interim Subadvisory Agreement to allow each Subadviser of each Fund to continue providing services to the applicable Fund while shareholder approval of the New Subadvisory Agreement continues to be sought. The terms of the Interim Subadvisory Agreement are identical to those of the Current Subadvisory Agreement, except for the term and escrow provisions described below. The Interim Subadvisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of your Fund approve the New Subadvisory Agreement. The Fund’s Board or a “1940 Act Majority Vote” of the outstanding voting securities of a Fund may terminate an Interim Subadvisory Agreement on 10 calendar days’ written notice to the Subadviser without the payment of any penalty. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by a Subadviser under an Interim Subadvisory Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Subadvisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Subadvisory Agreement will be paid to the Subadviser. If shareholders of your Fund do not approve the New Subadvisory Agreement prior to the end of the150-day period, the Board of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Subadviser will be paid the lesser of its costs incurred in performing its services under the Interim Subadvisory Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Manager and Board of your Fund would either negotiate a new subadvisory agreement with an advisory organization selected by the Manager and the Board, subject to shareholder approval, or make other appropriate arrangements.
At the meetings held on April 14, 2020 at which the Board approved your Fund’s New Management Agreement, the Board, including the Independent Board Members, also approved a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers.
Your Fund’s Board’s considerations regarding a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers are discussed in Proposal 1 above.
To become effective with respect to your Fund, each New Subadvisory Agreement with a Subadviser of your Fund must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”
Your Fund’s Board recommends that you vote “FOR” this proposal.
As of March 18, 2020, the persons listed in Appendix J owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix J.
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Security Ownership of Management
As of March 18, 2020, the Board Members and officers of each Fund owned, in the aggregate, less than 1% of each Fund’s outstanding shares.
Delinquent Section 16(a) Reports
Section 30(h) of the 1940 Act and Section 16(a) of the 1934 Act, subject to the rules thereunder and applicable guidance from the SEC and its staff, require Board Members and officers, the investment adviser, affiliated persons of the investment adviser and persons who own more than 10% of a registered class of a registeredclosed-end investment company’s equity securities to, in respect of such person’s transactions in any securities of such company (other than short-term paper), file forms reporting their affiliation with thatclosed-end investment company and reports of ownership and changes in ownership of thatclosed-end investment company’s shares with the SEC. Each of the Funds which is aClosed-End Fund is listed in Appendix C.
Based on a review of these forms filed with the SEC for eachClosed-End Fund, eachClosed-End Fund believes that its Section 16(a) reporting persons have complied with all applicable Section 16(a) filing requirements during its last fiscal year.
To the knowledge of management of theClosed-End Funds, no shareholder of aClosed-End Fund owns more than 10% of a registered class of aClosed-End Fund’s equity securities, except as set forth in Appendix J.
Submission of Shareholder Proposals
All proposals by shareholders of aClosed-End Fund as identified inAppendix C that are intended to be presented at that Fund’s next annual meeting of shareholders must be (or must have been) received by the Fund for inclusion in the Fund’s proxy statement and proxy relating to that meeting not later than the date specified inAppendix C. Any shareholder who desires to bring a proposal at aClosed-End Fund’s next annual meeting of shareholders without including such proposal in the Fund’s proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to c/o Legg Mason Investor Services, 100 International Drive, 4th Floor, Baltimore, MD 21202) during the period specified inAppendix C. Shareholder proposals are subject to certain regulations under the federal securities laws.
The Audit Committee of eachClosed-End Fund has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. Persons with complaints or concerns regarding accounting matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at compliance-fundscco@leggmason.com or at:
Legg Mason & Co., LLC
Compliance Department
100 International Drive, 4th Floor
Baltimore, MD 21202
Complaints may also be submitted by telephoneat 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
Each Fund’s Audit Committee Chair may be contacted at:
Audit Committee Chair
c/o Legg Mason & Co., LLC
Compliance Department
100 International Drive, 4th Floor
Baltimore, MD 21202
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A shareholder who wishes to send any other communications to the Board should also deliver such communications to the Secretary of the Fund at 100 International Drive, 4th Floor, Baltimore, MD 21202. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel, and other advisers as appropriate, which shareholder communications will be relayed to the Board.
TheOpen-End Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of anOpen-End Fund must be received at the offices of the Fund, 100 International Drive, 4th Floor, Baltimore, MD 21202, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and the Joint Proxy Statement and all other costs in connection with the solicitation of proxies will not be borne by the Funds and
will be borne by Legg Mason. These costs will be borne by Legg Mason whether or not the proposals are successful and whether or not the Transaction is consummated. Solicitation may be made by letter or telephone by officers or employees of the Manager, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. Legg Mason will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding the Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, Legg Mason, on behalf of each Fund, has retained Computershare Fund Services and AST Fund Solutions, each a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Computershare Fund Services and AST Fund Solutions may solicit proxies personally and by telephone. Proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement, are estimated at approximately $11.8 million, plus reimbursements of out-of-pocket expenses.
The fiscal year end of each Fund is as set forth in Appendix A.
Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meetings. However, if other matters are properly presented at the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at the Meetings of the Open-End Funds and Western Asset Premier Bond Fund will be available at the offices of the Funds, 620 Eighth Avenue, 49th Floor, New York, New York 10018, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meetings. A list of shareholders entitled to be present and to vote at the Meeting of Western Asset Investment Grade Income Fund Inc. will be available at the offices of the Fund, 100 International Drive, Baltimore, Maryland 21262, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting. If a Fund decides to hold a Meeting by means of remote communication, the announcement regarding this change will include instructions on how to access the list of shareholders electronically.
Please vote promptly by completing, signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to vote by telephone or over the Internet.
Robert I. Frenkel
Secretary
April 20, 2020
30
Corporations, Trusts and Series; Fiscal Year Ends
| Corporation/Trust | Form of Organization | Series | Fiscal Year End | |||
| OPEN-END FUNDS: | ||||||
| LEGG MASON PARTNERS INCOME TRUST | Maryland Statutory Trust | Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | 5/31 | |||
| Western Asset California Municipals Fund | 2/28 | |||||
| Western Asset Corporate Bond Fund | 12/31 | |||||
| Western Asset Emerging Markets Debt Fund | 2/28 | |||||
| Western Asset Global High Yield Bond Fund | 12/31 | |||||
| Western Asset Income Fund | 7/31 | |||||
| Western Asset Intermediate Maturity California Municipals Fund | 11/30 | |||||
| Western Asset Intermediate Maturity New York Municipals Fund | 11/30 | |||||
| Western Asset Intermediate-Term Municipals Fund | 3/31 | |||||
| Western Asset Managed Municipals Fund | 2/28 | |||||
| Western Asset Massachusetts Municipals Fund | 11/30 | |||||
| Western Asset Mortgage Total Return Fund | 12/31 | |||||
| Western Asset Municipal High Income Fund | 7/31 | |||||
| Western Asset New Jersey Municipals Fund | 3/31 | |||||
| Western Asset New York Municipals Fund | 3/31 | |||||
| Western Asset Oregon Municipals Fund | 4/30 | |||||
| Western Asset Pennsylvania Municipals Fund | 3/31 | |||||
| Western Asset Short Duration High Income Fund | 7/31 | |||||
| Western Asset Short Duration Municipal Income Fund | 2/28 | |||||
| Western Asset Short-Term Bond Fund | 12/31 | |||||
| WESTERN ASSET FUNDS, INC. | Maryland Corporation | Western Asset Core Bond Fund | 12/31 | |||
| Western Asset Core Plus Bond Fund | 12/31 | |||||
| Western Asset High Yield Fund | 5/31 | |||||
| Western Asset Inflation Indexed Plus Bond Fund | 12/31 | |||||
| Western Asset Intermediate Bond Fund | 5/31 | |||||
| Western Asset Macro Opportunities Fund | 10/31 | |||||
| Western Asset Total Return Unconstrained Fund | 5/31 | |||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST | Maryland Statutory Trust | Western Asset Institutional Government Reserves | 8/31 | |||
| Western Asset Institutional Liquid Reserves | 8/31 | |||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | 8/31 | |||||
| Western Asset Institutional U.S. Treasury Reserves | 8/31 | |||||
| Western Asset Premier Institutional Government Reserves | 8/31 | |||||
| Western Asset Premier Institutional Liquid Reserves | 8/31 | |||||
| Western Asset Premier Institutional U.S. Treasury Reserves | 8/31 | |||||
| Western Asset Select Tax Free Reserves | 8/31 | |||||
| Western Asset SMASh Series C Fund | 2/28 | |||||
| Western Asset SMASh Series EC Fund | 2/28 | |||||
| Western Asset SMASh Series M Fund | 2/28 | |||||
| Western Asset SMASh Series TF Fund | 2/28 | |||||
| LEGG MASON PARTNERS MONEY MARKET TRUST | Maryland Statutory Trust | Western Asset Government Reserves | 8/31 | |||
| Western Asset New York Tax Free Money Market Fund | 8/31 | |||||
| Western Asset Prime Obligations Money Market Fund | 8/31 | |||||
| Western Asset Tax Free Reserves | 8/31 | |||||
| Western Asset U.S. Treasury Reserves | 8/31 | |||||
| LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | Maryland Statutory Trust | Western Asset Premium Liquid Reserves | 8/31 | |||
| Western Asset Premium U.S. Treasury Reserves | 8/31 | |||||
A-1
| Corporation/Trust | Form of Organization | Series | Fiscal Year End | |||
| MASTER PORTFOLIO TRUST | Maryland Statutory Trust | Government Portfolio | 8/31 | |||
| Liquid Reserves Portfolio | 8/31 | |||||
| Tax Free Reserves Portfolio | 8/31 | |||||
| U.S. Treasury Obligations Portfolio | 8/31 | |||||
| U.S. Treasury Reserves Portfolio | 8/31 | |||||
| LEGG MASON PARTNERS VARIABLE INCOME TRUST | Maryland Statutory Trust | Western Asset Core Plus VIT Portfolio | 12/31 | |||
| Western Asset Variable Global High Yield Bond Portfolio | 12/31 | |||||
| CLOSED-END FUNDS: | ||||||
| Western Asset Investment Grade Income Fund Inc. | Delaware Corporation | 12/31 | ||||
| Western Asset Premier Bond Fund | Massachusetts Business Trust | 12/31 |
A-2
Fund Information
The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on April 15, 2020, the record date for voting at the Meeting. Additionally, the table lists the quorum requirements for each Fund (which is also the standard used to determine the presence of a quorum of shareholders of the Trust or Corporation of which the Fund is a series, if applicable). The table also indicates, under “Manner of Voting,” whether a shareholder of a Fund is entitled to one vote for each share of that Fund held on the record date, or whether a shareholder of the Fund is entitled to vote based on the dollar value of shares held by the shareholder on the record date, so called “dollar-weighted” voting or, for preferred shares ofClosed-End Funds, on the basis of liquidation preference.
| Fund | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Manner of Voting | ||||||||||
| OPEN-END FUNDS: | ||||||||||||||
| LEGG MASON PARTNERS INCOME TRUST | Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | 24,231,886.08 | 211,694,150.89 | 30% of voting power | Dollar-Weighted | |||||||||
| Western Asset California Municipals Fund | 25,888,317.79 | 402,711,565.58 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Corporate Bond Fund | 64,677,005.14 | 816,821,570.72 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Emerging Markets Debt Fund | 7,518,546.25 | 33,019,533.51 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Global High Yield Bond Fund | 39,132,396.96 | 221,774,110.70 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Income Fund | 86,572,106.12 | 474,608,243.26 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Intermediate Maturity California Municipals Fund | 24,467,422.18 | 208,866,322.87 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Intermediate Maturity New York Municipals Fund | 19,960,356.14 | 169,277,702.25 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Intermediate-Term Municipals Fund | 377,111,048.26 | 2,346,393,987.27 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Managed Municipals Fund | 277,117,584.17 | 4,347,356,309.91 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Massachusetts Municipals Fund | 7,492,788.00 | 94,058,969.46 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Mortgage Total Return Fund | 96,917,159.87 | 966,063,866.51 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Municipal High Income Fund | 34,023,438.29 | 458,617,579.64 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset New Jersey Municipals Fund | 15,029,834.41 | 178,132,913.98 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset New York Municipals Fund | 41,882,537.57 | 541,438,659.34 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Oregon Municipals Fund | 6,383,227.97 | 65,815,254.14 | 30% of voting power | Dollar-Weighted | ||||||||||
B-1
| Fund | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Manner of Voting | ||||||||||
| Western Asset Pennsylvania Municipals Fund | 13,093,336.41 | 167,559,888.91 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Short Duration High Income Fund | 70,495,472.52 | 323,821,594.31 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Short Duration Municipal Income Fund | 160,771,529.97 | 813,503,941.63 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Short-Term Bond Fund | 192,900,942.29 | 744,988,244.40 | 30% of voting power | Dollar-Weighted | ||||||||||
| WESTERN ASSET FUNDS, INC. | Western Asset Core Bond Fund | 1,135,798,695.17 | 15,033,728,097.51 | 30% of shares entitled to vote | One vote per share | |||||||||
| Western Asset Core Plus Bond Fund | 2,629,240,148.75 | 31,383,126,552.98 | 30% of shares entitled to vote | One vote per share | ||||||||||
| Western Asset High Yield Fund | 28,394,527.94 | 202,307,121.85 | 30% of shares entitled to vote | One vote per share | ||||||||||
| Western Asset Inflation Indexed Plus Bond Fund | 38,208,106.67 | 450,378,660.40 | 30% of shares entitled to vote | One vote per share | ||||||||||
| Western Asset Intermediate Bond Fund | 96,832,227.51 | 1,086,830,251.79 | 30% of shares entitled to vote | One vote per share | ||||||||||
| Western Asset Macro Opportunities Fund | 140,758,486.38 | 1,406,402,078.51 | 30% of shares entitled to vote | One vote per share | ||||||||||
| Western Asset Total Return Unconstrained Fund | 129,289,140.20 | 1,259,047,912.09 | 30% of shares entitled to vote | One vote per share | ||||||||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST | Western Asset Institutional Government Reserves | 13,731,750,696.29 | 13,731,750,696.29 | 30% of voting power | Dollar-Weighted | |||||||||
| Western Asset Institutional Liquid Reserves | 1,955,473,413.87 | 1,956,645,927.59 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | 1,000,496,602.39 | 1,000,496,602.39 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Institutional U.S. Treasury Reserves | 9,951,873,009.66 | 9,951,873,009.66 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Premier Institutional Government Reserves | 1,951,024,109.31 | 1,951,024,109.31 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Premier Institutional Liquid Reserves | 100,704.14 | 100,734.35 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Premier Institutional U.S. Treasury Reserves | 193,675,383.25 | 193,675,383.25 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Select Tax Free Reserves | 268,517,683.62 | 268,517,683.62 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset SMASh Series C Fund | 132,914,583.97 | 1,172,306,630.58 | 30% of voting power | Dollar-Weighted | ||||||||||
B-2
| Fund | Total Shares Outstanding | Net Assets ($) | Quorum Requirement | Manner of Voting | ||||||||||
| Western Asset SMASh Series EC Fund | 314,167,643.77 | 2,510,199,473.66 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset SMASh Series M Fund | 255,911,330.67 | 2,879,002,470.30 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset SMASh Series TF Fund | 5,367,340.65 | 53,995,446.92 | 30% of voting power | Dollar-Weighted | ||||||||||
| LEGG MASON PARTNERS MONEY MARKET TRUST | Western Asset Government Reserves | 1,525,998,036.50 | 1,525,998,036.50 | 30% of voting power | Dollar-Weighted | |||||||||
| Western Asset New York Tax Free Money Market Fund | 109,538,760.13 | 109,538,760.13 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Prime Obligations Money Market Fund | 137,184,205.33 | 137,184,205.33 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset Tax Free Reserves | 74,699,095.38 | 74,699,095.38 | 30% of voting power | Dollar-Weighted | ||||||||||
| Western Asset U.S. Treasury Reserves | 259,040,641.48 | 259,040,641.48 | 30% of voting power | Dollar-Weighted | ||||||||||
| LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | Western Asset Premium Liquid Reserves | 13,631,550.57 | 13,639,729.53 | 30% of voting power | Dollar-Weighted | |||||||||
| Western Asset Premium U.S. Treasury Reserves | 141,087,374.31 | 141,087,374.31 | 30% of voting power | Dollar-Weighted | ||||||||||
| MASTER PORTFOLIO TRUST | Government Portfolio | 21,657,655,663.7780 | 22,315,745,030.85 | 30% of voting power | Dollar-Weighted | |||||||||
| Liquid Reserves Portfolio | 18,437,329,872.5520 | 19,187,027,334.53 | 30% of voting power | Dollar-Weighted | ||||||||||
| Tax Free Reserves Portfolio | 335,517,173.3920 | 343,463,350.91 | 30% of voting power | Dollar-Weighted | ||||||||||
| U.S. Treasury Obligations Portfolio | 1,044,886,676.5440 | 1,078,157,779.59 | 30% of voting power | Dollar-Weighted | ||||||||||
| U.S. Treasury Reserves Portfolio | 22,938,659,850.7600 | 23,681,352,590.86 | 30% of voting power | Dollar-Weighted | ||||||||||
| LEGG MASON PARTNERS VARIABLE INCOME TRUST | Western Asset Core Plus VIT Portfolio | 32,354,976.82 | 188,305,965.09 | 30% of voting power | Dollar-Weighted | |||||||||
| Western Asset Variable Global High Yield Bond Portfolio | 19,897,861.84 | 132,282,113.38 | 30% of voting power | Dollar-Weighted | ||||||||||
| CLOSED-END FUNDS: | ||||||||||||||
| Western Asset Investment Grade Income Fund Inc. | 9,503,287.00 | 139,517,193.63 | A majority of shares entitled to vote | One vote per share | ||||||||||
| Western Asset Premier Bond Fund | 11,863,337.00 | 154,025,341.33 | 30% of shares entitled to vote | One vote per share | ||||||||||
B-3
Submission of Shareholder Proposals -Closed-End Funds
Western Asset Investment Grade Income Fund Inc.
Proposals that stockholders wish to present to the 2020 Annual Meeting and wished to have included in the Fund’s proxy materials relating to such meeting pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), must have been delivered to the Secretary of the Fund on or before December 10, 2019 (i.e., at least 120 days before April 8, 2020).
Stockholders who wish to make a proposal at the 2020 Annual Meeting — other than one that will be included in the Fund’s proxy materials — should have notified the Fund on or before February 23, 2020 (i.e., 45 days prior to April 8, 2020).
Proposals that stockholders wish to present to the 2021 Annual Meeting and to have included in the Fund’s proxy materials relating to such meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), must be delivered to the Secretary of the Fund on or before December 4, 2020 (i.e., at least 120 days before April 3, 2021).
Stockholders who wish to make a proposal at the 2021 Annual Meeting — other than one that will be included in the Fund’s proxy materials — should notify the Fund on or before February 17, 2021 (i.e., 45 days prior to April 3, 2021).
Western Asset Premier Bond Fund
Proposals that shareholders wish to present to the 2020 Annual Meeting and wished to have included in the Fund’s proxy materials relating to such meeting pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), must have been delivered to the Secretary of the Fund on or before December 10, 2019 (i.e., at least 120 days before April 8, 2020).
Shareholders who wish to make a proposal at the 2020 Annual Meeting — other than one that will be included in the Fund’s proxy materials or one that does not propose one or more nominees for election as Trustees or propose to fix the number of Trustees — should have notified the Fund on or before February 23, 2020 (i.e., 45 days prior to April 8, 2020) if they did not want to have proxies solicited by the Fund to confer discretionary voting authority with respect to the proposal. Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the 2020 Annual Meeting would need to have provided written notice to the Fund (including all required information) so that such notice was received in good order by the Fund neither earlier than February 10, 2020 nor later than March 11, 2020 (i.e., neither more than 90 days, nor less than 60 days, prior to May 10, 2020).
Proposals that shareholders wish to present to the 2021 Annual Meeting and to have included in the Fund’s proxy materials relating to such meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”), must be delivered to the Secretary of the Fund on or before December 4, 2020 (i.e., at least 120 days before April 3, 2021).
Shareholders who wish to make a proposal at the 2021 Annual Meeting — other than one that will be included in the Fund’s proxy materials or one that does not propose one or more nominees for election as Trustees or propose to fix the number of Trustees — should notify the Fund on or before February 17, 2021 (i.e., 45 days prior to April 3, 2021) if they do not want to have proxies solicited by the Fund to confer discretionary voting authority with respect to the proposal. Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the 2021 Annual Meeting would need to provide written notice to the Fund (including all required information) so that such notice is received in good order by the Fund neither earlier than February 9, 2021 nor later than March 11, 2021 (i.e., neither more than 90 days, nor less than 60 days, prior to May 10, 2021).
C-1
Management Agreements
Dates, Approvals and Fees
| Fund | Manager | Date of Current Management Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Management Fee assets unless noted otherwise) | |||||||||||||
OPEN-END FUNDS: | ||||||||||||||||||
LEGG MASON PARTNERS INCOME TRUST | ||||||||||||||||||
| Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% | |||||||||||||
| Western Asset California Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million | |||||||||||||
| Western Asset Corporate Bond Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% | |||||||||||||
| Western Asset Emerging Markets Debt Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.60% | |||||||||||||
| Western Asset Global High Yield Bond Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.70% | |||||||||||||
| Western Asset Income Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% | |||||||||||||
| Western Asset Intermediate Maturity California Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% | |||||||||||||
| Western Asset Intermediate Maturity New York Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% | |||||||||||||
| Western Asset Intermediate-Term Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.35% | |||||||||||||
| Western Asset Managed Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.40% | |||||||||||||
| Western Asset Massachusetts Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million | |||||||||||||
| Western Asset Mortgage Total Return Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% up to $4 billion of average daily net assets; 0.45% of average daily net assets between $4 billion and $6 billion; 0.40% of average daily net assets between $6 billion and $8 billion; 0.35% of average daily net assets exceeding $8 billion | |||||||||||||
| Western Asset Municipal High Income Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.55% up to $1 billion of average daily net assets; 0.525% of average daily net assets between $1 billion and $2 billion; 0.50% of average daily net assets between $2 billion and $5 billion; 0.475% of average daily net assets between $5 billion and $10 billion; 0.45% of average daily net assets exceeding $10 billion | |||||||||||||
| Western Asset New Jersey Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million | |||||||||||||
D-1
| Fund | Manager | Date of Current Management Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Management Fee assets unless noted otherwise) | |||||||||||
| Western Asset New York Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% | |||||||||||
| Western Asset Oregon Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million | |||||||||||
| Western Asset Pennsylvania Municipals Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% | |||||||||||
| Western Asset Short Duration High Income Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.55% | |||||||||||
| Western Asset Short Duration Municipal Income Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.30% | |||||||||||
| Western Asset Short-Term Bond Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.35% | |||||||||||
WESTERN ASSET FUNDS, INC. | ||||||||||||||||
| Western Asset Core Bond Fund | LMPFA | 12/31/2001 | 5/21/19982 | 11/18/2019 | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion. | |||||||||||
| Western Asset Core Plus Bond Fund | LMPFA | 12/31/2001 | 5/26/19983 | 11/18/2019 | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion. | |||||||||||
| Western Asset High Yield Fund | LMPFA | 12/31/2001 | 9/1/20013 | 11/18/2019 | 0.55% | |||||||||||
| Western Asset Inflation Indexed Plus Bond Fund | LMPFA | 12/31/2001 | 7/28/20003 | 11/18/2019 | 0.20% | |||||||||||
| Western Asset Intermediate Bond Fund | LMPFA | 12/31/2001 | 5/21/19982 | 11/18/2019 | 0.40% | |||||||||||
| Western Asset Macro Opportunities Fund | LMPFA | 6/12/2013 | 8/30/20134 | 11/18/2019 | 1.15% | |||||||||||
| Western Asset Total Return Unconstrained Fund | LMPFA | 6/30/2006 | 6/30/20064 | 11/18/2019 | 0.60% | |||||||||||
LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||||||||||||||||
| Western Asset Institutional Government Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||||||||
| Western Asset Institutional Liquid Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.20% up to $5 billion of average daily net assets; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||||||||
D-2
| Fund | Manager | Date of Current Management Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Management Fee assets unless noted otherwise) | |||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | LMPFA | 8/30/2013 | 9/3/20131 | 11/12/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset Institutional U.S. Treasury Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset Premier Institutional Government Reserves | LMPFA | 10/24/2019 | 10/23/20191 | 8/13/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset Premier Institutional Liquid Reserves | LMPFA | 10/24/2019 | 10/23/20191 | 8/13/2019 | 0.20% up to $5 billion of average daily net assets; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset Premier Institutional U.S. Treasury Reserves | LMPFA | 10/24/2019 | 10/23/20191 | 8/13/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset Select Tax Free Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion | |||||
| Western Asset SMASh Series C Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.00% | |||||
| Western Asset SMASh Series EC Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.00% | |||||
| Western Asset SMASh Series M Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.00% | |||||
| Western Asset SMASh Series TF Fund | LMPFA | 11/10/2015 | 11/10/20151 | 11/12/2019 | 0.00% | |||||
D-3
| Fund | Manager | Date of Current Management Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Management Fee assets unless noted otherwise) | |||||
LEGG MASON PARTNERS MONEY MARKET TRUST | ||||||||||
| Western Asset Government Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion | |||||
| Western Asset New York Tax Free Money Market Fund | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion | |||||
| Western Asset Prime Obligations Money Market Fund | LMPFA | 11/10/2015 | 9/15/20161 | 11/12/2019 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion | |||||
| Western Asset Tax Free Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion | |||||
| Western Asset U.S. Treasury Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion | |||||
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||||||||||
| Western Asset Premium Liquid Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.35% | |||||
| Western Asset Premium U.S. Treasury Reserves | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.35% | |||||
MASTER PORTFOLIO TRUST | ||||||||||
| Government Portfolio | LMPFA | 3/2/2009 | 3/2/20091 | 11/12/2019 | 0.10% | |||||
| Liquid Reserves Portfolio | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.10% | |||||
| Tax Free Reserves Portfolio | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.15% | |||||
| U.S. Treasury Obligations Portfolio | LMPFA | 8/30/2013 | 9/3/20131 | 11/12/2019 | 0.00% | |||||
| U.S. Treasury Reserves Portfolio | LMPFA | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0.10% | |||||
D-4
| Fund | Manager | Date of Current Management Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Management Fee assets unless noted otherwise) | |||||
LEGG MASON PARTNERS VARIABLE INCOME TRUST | ||||||||||
| Western Asset Core Plus VIT Portfolio | LMPFA | 4/27/2007 | 4/27/20071 | 11/12/2019 | 0.45% of the first $500 million, 0.425% of the next $500 million and 0.40% of assets over $1 billion of its average daily net assets | |||||
| Western Asset Variable Global High Yield Bond Portfolio | LMPFA | 4/27/2007 | 4/27/20071 | 11/12/2019 | 0.70% | |||||
CLOSED-END FUNDS: | ||||||||||
| Western Asset Investment Grade Income Fund Inc. | Western Asset | 2/12/1987 | 2/12/19875 | 11/18/2019 | 0.70% up to $60 million and 0.40% in excess of $60 million | |||||
| Western Asset Premier Bond Fund | Western Asset | 3/20/2002 | 3/20/20021 | 11/18/2019 | 0.55% of the average weekly value of the Fund’s total managed assets6 | |||||
1 Approved by sole initial shareholder prior to public offering of the Fund.
2 Date management agreement for the Fund last approved by shareholders. Agreement was transferred to current manager in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule2a-6 under the 1940 Act.
3 Date management agreement for the Fund approved by sole initial shareholder. Agreement was transferred to current manager in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule2a-6 under the 1940 Act.
4 Approved by sole initial shareholder prior to public offering of the Fund. Agreement was transferred to current manager in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule2a-6 under the 1940 Act.
5 Date management agreement for the Fund was last approved by shareholders.
6 “Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).
D-5
Subadvisory Agreements
Dates, Approvals and Fees
| Fund | Subadviser | Date of Current Subadvisory Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Subadvisory Fee | |||||||||||
OPEN-END FUNDS: | ||||||||||||||||
LEGG MASON PARTNERS INCOME TRUST | ||||||||||||||||
| Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset California Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset Corporate Bond Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset Emerging Markets Debt Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Singapore | 11/3/2008 | 4/13/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Global High Yield Bond Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Singapore | 11/3/2008 | 4/13/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Income Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Japan | 11/3/2008 | 4/13/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Singapore | 11/3/2008 | 4/13/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||||||||
| Western Asset Intermediate Maturity California Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset Intermediate Maturity New York Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
| Western Asset Intermediate-Term Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||||||||
E-1
| Fund | Subadviser | Date of Current Subadvisory Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Subadvisory Fee | |||||
| Western Asset Managed Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Massachusetts Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Mortgage Total Return Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Municipal High Income Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset New Jersey Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset New York Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Oregon Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Pennsylvania Municipals Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Short Duration High Income Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Short Duration Municipal Income Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Short-Term Bond Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset London | 11/6/2012 | 4/13/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
WESTERN ASSET FUNDS, INC. | ||||||||||
| Western Asset Core Bond Fund | Western Asset | 12/31/2001 | 5/21/19983 | 11/18/2019 | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion. | |||||
| Western Asset London | 12/19/2016 | 5/21/19982 | 11/18/2019 | *4 | ||||||
| Western Asset Core Plus Bond Fund | Western Asset | 12/31/2001 | 5/26/19982 | 11/18/2019 | *4 | |||||
| Western Asset London | 12/31/2001 | 5/26/19982 | 11/18/2019 | *4 | ||||||
| Western Asset Japan | 11/25/2008 | 5/26/19982 | 11/18/2019 | **5 | ||||||
| Western Asset Singapore | 11/25/2008 | 5/26/19982 | 11/18/2019 | **5 | ||||||
| Western Asset High Yield Fund | Western Asset | 12/31/2001 | 9/1/20011 | 11/18/2019 | 0.55% of average daily net assets | |||||
| Western Asset London | 12/19/2016 | 9/1/20012 | 11/18/2019 | *4 | ||||||
E-2
| Fund | Subadviser | Date of Current Subadvisory Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Subadvisory Fee | |||||
| Western Asset Inflation Indexed Plus Bond Fund | Western Asset | 8/1/2003 | 7/28/20002 | 11/18/2019 | *4 | |||||
| Western Asset London | 8/1/2003 | 7/7/20033 | 11/18/2019 | *4 | ||||||
| Western Asset Japan | 11/25/2008 | 7/28/20002 | 11/18/2019 | **5 | ||||||
| Western Asset Singapore | 11/25/2008 | 7/28/20002 | 11/18/2019 | **5 | ||||||
| Western Asset Intermediate Bond Fund | Western Asset | 12/31/2001 | 5/21/19983 | 11/18/2019 | 0.40% of average daily net assets | |||||
| Western Asset London | 12/19/2016 | 5/21/19982 | 11/18/2019 | *4 | ||||||
| Western Asset Macro Opportunities Fund | Western Asset | 6/12/2013 | 8/30/20131 | 11/18/2019 | *4 | |||||
| Western Asset London | 6/12/2013 | 8/30/20131 | 11/18/2019 | *4 | ||||||
| Western Asset Japan | 6/12/2013 | 8/30/20131 | 11/18/2019 | **5 | ||||||
| Western Asset Singapore | 6/12/2013 | 8/30/20131 | 11/18/2019 | **5 | ||||||
| Western Asset Total Return Unconstrained Fund | Western Asset | 6/30/2006 | 6/30/20061 | 11/18/2019 | *4 | |||||
| Western Asset London | 6/30/2006 | 6/30/20061 | 11/18/2019 | *4 | ||||||
| Western Asset Japan | 11/25/2008 | 6/30/20062 | 11/18/2019 | **5 | ||||||
| Western Asset Singapore | 11/25/2008 | 6/30/20062 | 11/18/2019 | **5 | ||||||
LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||||||||||
| Western Asset Institutional Government Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Institutional Liquid Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | Western Asset | 8/30/2013 | 9/3/20131 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Institutional U.S. Treasury Reserves | Western Asset | 4/12/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Premier Institutional Government Reserves | Western Asset | 10/24/2019 | 10/23/20191 | 8/13/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Premier Institutional Liquid Reserves | Western Asset | 10/24/2019 | 10/23/20191 | 8/13/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Premier Institutional U.S. Treasury Reserves | Western Asset | 10/24/2019 | 10/23/20191 | 8/13/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Select Tax Free Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
E-3
| Fund | Subadviser | Date of Current Subadvisory Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Subadvisory Fee | |||||
| Western Asset SMASh Series C Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | |||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | ||||||
| Western Asset SMASh Series EC Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | |||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | ||||||
| Western Asset Japan | 9/2/2008 | 4/13/20072 | 11/12/2019 | 0 | ||||||
| Western Asset Singapore | 9/2/2008 | 4/13/20072 | 11/12/2019 | 0 | ||||||
| Western Asset SMASh Series M Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | |||||
| Western Asset London | 4/13/2007 | 4/13/20071 | 11/12/2019 | 0 | ||||||
| Western Asset SMASh Series TF Fund | Western Asset | 11/10/2015 | 11/10/20151 | 11/12/2019 | 0 | |||||
LEGG MASON PARTNERS MONEY MARKET TRUST | ||||||||||
| Western Asset Government Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset New York Tax Free Money Market Fund | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Prime Obligations Money Market Fund | Western Asset | 11/10/2015 | 9/15/2016 1 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Tax Free Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset U.S. Treasury Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||||||||||
| Western Asset Premium Liquid Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset Premium U.S. Treasury Reserves | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
MASTER PORTFOLIO TRUST | ||||||||||
| Government Portfolio | Western Asset | 3/2/2009 | 3/2/20091 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Liquid Reserves Portfolio | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Tax Free Reserves Portfolio | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| U.S. Treasury Obligations Portfolio | Western Asset | 8/30/2013 | 9/3/20131 | 11/12/2019 | 0 | |||||
| U.S. Treasury Reserves Portfolio | Western Asset | 4/13/2007 | 4/13/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
E-4
| Fund | Subadviser | Date of Current Subadvisory Agreement | Date Last Submitted for Shareholder Approval | Date Last Approved by Directors/ Trustees | Subadvisory Fee | |||||
LEGG MASON PARTNERS VARIABLE INCOME TRUST | ||||||||||
| Western Asset Core Plus VIT Portfolio | Western Asset | 4/27/2007 | 4/27/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset London | 4/27/2007 | 4/27/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Japan | 4/15/2015 | 4/27/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Singapore | 4/15/2015 | 4/27/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Variable Global High Yield Bond Portfolio | Western Asset | 4/27/2007 | 4/27/20071 | 11/12/2019 | 70% of the management fee paid to LMPFA6 | |||||
| Western Asset London | 4/27/2007 | 4/27/20071 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Singapore | 11/3/2008 | 4/27/20072 | 11/12/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
CLOSED-END FUNDS: | ||||||||||
| Western Asset Investment Grade Income Fund Inc. | Western Asset London | 4/17/1998 | 4/17/19983 | 11/18/2019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets7 | |||||
| Western Asset Premier Bond Fund | Western Asset London | 3/20/2002 | 3/20/20021 | 11/18/2019 | 0.425% of the portion of the average weekly total managed assets allocated8 | |||||
| Western Asset Japan | 11/25/2008 | 3/20/20022 | 11/18/2019 | 0.425% of the portion of the average weekly total managed assets allocated8 | ||||||
| Western Asset Singapore | 11/25/2008 | 3/20/20022 | 11/18/2019 | 0.425% of the portion of the average weekly total managed assets allocated8 | ||||||
1 Approved by sole initial shareholder prior to public offering of the Fund. Subadvisory agreements for series of Western Asset Funds, Inc. were transferred in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule 2a-6 under the 1940 Act.
2 Date management agreement for the Fund approved by sole initial shareholder. Subadvisory agreement was entered into in connection with an internal reorganization in reliance on Rule 2a-6 under the 1940 Act. Subadvisory agreements for series of Western Asset Funds, Inc. were transferred in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule 2a-6 under the 1940 Act.
3 Date subadvisory agreement for the Fund was last approved by shareholders. Agreement was transferred in an internal reorganization through an inter-affiliate transfer agreement in reliance on Rule 2a-6 under the 1940 Act.
4 The agreement provides that the fee payable to the Subadviser is equal to the product of the Baseline Amount for the relevant calendar month and the Subadviser Fraction for such calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund.
5 The agreement provides that the fee payable to the Subadviser is equal to the product of (i) the Baseline Amount for the current calendar month and (ii) the average of the Subadviser Fraction for the current calendar month and the Subadviser Fraction for the preceding calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund.
6 Net of expense waives and reimbursements.
7 Western Asset pays Western Asset London a fee based on the prorata assets of the Fund managed by Western asset London during the month. Prorata assets will be calculated by taking an average of the assets managed by Western Asset London at the beginning and ending of each month and determining their percentage of the total portfolio assets. This percentage will then be applied to the fees earned by Western Asset.
8 Total managed assets means the total assets of the Fund (including any such assets attributable to leverage) minus the sum of accrued liabilities (other than liabilities representing leverage).
E-5
Fees Paid to Managers and Affiliates
The following table indicates amounts paid by each Fund to its Manager or an affiliate of the Manager during the Fund’s last fiscal year. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year
| Fund | Aggregate Management Fee (after waivers, if any) ($) | Distribution Fees (after waivers, if any) ($) | Fiscal Year Ended | |||||||||
OPEN-END FUNDS: | ||||||||||||
LEGG MASON PARTNERS INCOME TRUST | ||||||||||||
| Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | 514,284 | 330,591 | 5/31/2019 | |||||||||
| Western Asset California Municipals Fund | 2,361,888 | 932,703 | 2/28/2019 | |||||||||
| Western Asset Corporate Bond Fund | 2,711,712 | 979,051 | 12/31/2019 | |||||||||
| Western Asset Emerging Markets Debt Fund | 39,241 | 42,742 | 2/28/2019 | |||||||||
| Western Asset Global High Yield Bond Fund | 1,811,728 | 527,711 | 12/31/2019 | |||||||||
| Western Asset Income Fund | 1,949,270 | 845,806 | 7/31/2019 | |||||||||
| Western Asset Intermediate Maturity California Municipals Fund | 813,809 | 702,131 | 11/30/2019 | |||||||||
| Western Asset Intermediate Maturity New York Municipals Fund | 704,438 | 437,913 | 11/30/2019 | |||||||||
| Western Asset Intermediate-Term Municipals Fund | 12,305,955 | 4,288,479 | 3/31/2019 | |||||||||
| Western Asset Managed Municipals Fund | 20,809,018 | 8,140,200 | 2/28/2019 | |||||||||
| Western Asset Massachusetts Municipals Fund | 231,553 | 119,251 | 11/30/2019 | |||||||||
| Western Asset Mortgage Total Return Fund | 4,494,178 | 1,425,000 | 12/31/2019 | |||||||||
| Western Asset Municipal High Income Fund | 2,794,172 | 894,994 | 7/31/2019 | |||||||||
| Western Asset New Jersey Municipals Fund | 948,299 | 433,791 | 3/31/2019 | |||||||||
| Western Asset New York Municipals Fund | 2,858,648 | 1,066,134 | 3/31/2019 | |||||||||
| Western Asset Oregon Municipals Fund | 162,793 | 131,382 | 4/30/2019 | |||||||||
| Western Asset Pennsylvania Municipals Fund | 817,948 | 530,968 | 3/31/2019 | |||||||||
| Western Asset Short Duration High Income Fund | 2,347,396 | 1,407,597 | 7/31/2019 | |||||||||
| Western Asset Short Duration Municipal Income Fund | 5,115,824 | 3,132,226 | 2/28/2019 | |||||||||
| Western Asset Short-Term Bond Fund | 2,484,157 | 266,882 | 12/31/2019 | |||||||||
WESTERN ASSET FUNDS, INC. | ||||||||||||
| Western Asset Core Bond Fund | 40,351,387 | 2,143,825 | 12/31/2019 | |||||||||
| Western Asset Core Plus Bond Fund | 95,711,829 | 7,468,046 | 12/31/2019 | |||||||||
| Western Asset High Yield Fund | 1,159,651 | 119,128 | 5/31/2019 | |||||||||
| Western Asset Inflation Indexed Plus Bond Fund | 903,237 | 48,947 | 12/31/2019 | |||||||||
| Western Asset Intermediate Bond Fund | 3,433,670 | 16,198 | 5/31/2019 | |||||||||
| Western Asset Macro Opportunities Fund | 16,396,193 | 504,128 | 10/31/2019 | |||||||||
| Western Asset Total Return Unconstrained Fund | 8,928,019 | 375,101 | 5/31/2019 | |||||||||
LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||||||||||||
| Western Asset Institutional Government Reserves | 13,943,377 | 888,854 | 8/31/2019 | |||||||||
| Western Asset Institutional Liquid Reserves | 3,410,064 | 32,742 | 8/31/2019 | |||||||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | 899,525 | 861,020 | 8/31/2019 | |||||||||
| Western Asset Institutional U.S. Treasury Reserves | 10,225,153 | 1,229,233 | 8/31/2019 | |||||||||
| Western Asset Premier Institutional Government Reserves | n/a | n/a | n/a1 | |||||||||
| Western Asset Premier Institutional Liquid Reserves | n/a | n/a | n/a1 | |||||||||
| Western Asset Premier Institutional U.S. Treasury Reserves | n/a | n/a | n/a1 | |||||||||
| Western Asset Select Tax Free Reserves | 189,244 | 5,130 | 8/31/2019 | |||||||||
| Western Asset SMASh Series C Fund | (356,684 | ) | — | 2/28/2019 | ||||||||
| Western Asset SMASh Series EC Fund | (740,102 | ) | — | 2/28/2019 | ||||||||
| Western Asset SMASh Series M Fund | (617,330 | ) | — | 2/28/2019 | ||||||||
| Western Asset SMASh Series TF Fund | (143,980 | ) | — | 2/28/2019 | ||||||||
F-1
| Fund | Aggregate Management Fee (after waivers, if any) ($) | Distribution Fees (after waivers, if any) ($) | Fiscal Year Ended | |||||||||
LEGG MASON PARTNERS MONEY MARKET TRUST | ||||||||||||
Western Asset Government Reserves | 4,882,363 | 1,076,651 | 8/31/2019 | |||||||||
Western Asset New York Tax Free Money Market Fund | 320,233 | 118,266 | 8/31/2019 | |||||||||
Western Asset Prime Obligations Money Market Fund | 590,490 | 133,448 | 8/31/2019 | |||||||||
Western Asset Tax Free Reserves | 191,868 | 43,697 | 8/31/2019 | |||||||||
| Western Asset U.S. Treasury Reserves | 1,366,041 | 342,404 | 8/31/2019 | |||||||||
LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||||||||||||
Western Asset Premium Liquid Reserves | (128,307 | ) | 16,309 | 8/31/2019 | ||||||||
| Western Asset Premium U.S. Treasury Reserves | 786,662 | 183,573 | 8/31/2019 | |||||||||
MASTER PORTFOLIO TRUST | ||||||||||||
Government Portfolio | — | — | 8/31/2019 | |||||||||
Liquid Reserves Portfolio | — | — | 8/31/2019 | |||||||||
Tax Free Reserves Portfolio | — | — | 8/31/2019 | |||||||||
U.S. Treasury Obligations Portfolio | — | — | 8/31/2019 | |||||||||
U.S. Treasury Reserves Portfolio | — | — | 8/31/2019 | |||||||||
Western Asset Core Plus VIT Portfolio | 943,288 | 367,276 | 12/31/2019 | |||||||||
| Western Asset Variable Global High Yield Bond Portfolio | 1,044,127 | 85,097 | 12/31/2019 | |||||||||
CLOSED-END FUNDS: | ||||||||||||
Western Asset Investment Grade Income Fund Inc. | 723,652 | — | 12/31/2019 | |||||||||
| Western Asset Premier Bond Fund | 1,271,270 | — | 12/31/2019 | |||||||||
1 Fund commenced operations on October 31, 2019 and has not completed a fiscal year.
F-2
Directors and Principal Officers of Managers and Subadvisers
Legg Mason Partners Fund Advisor, LLC | ||
Name | Position with Legg Mason Partners Fund Advisor, LLC | |
Legg Mason, Inc. | Sole Member | |
Jane E. Trust | President and Chief Executive Officer | |
Peter H. Nachtwey | Manager | |
Amy M. Olmert | Manager | |
Jeanne M. Kelly | Senior Vice President | |
Ted P. Becker | Chief Compliance Officer | |
Thomas C. Mandia | Secretary | |
Western Asset Management Company, LLC | ||
Name | Position with Western Asset Management Company, LLC | |
Legg Mason, Inc. | Sole Shareholder | |
James W. Hirschmann | Director, Chief Executive Officer & President | |
Jennifer W. Murphy | Director, Chief Operating Officer | |
Bruce D. Alberts | Chief Financial Officer | |
Marzo N. Bernardi | Director of Client Service & Marketing | |
Dennis McNamara | Director of Portfolio Operations | |
Charles A. Ruys de Perez | General Counsel & Secretary | |
Kevin Ehrlich | Chief Compliance Officer | |
Thomas C. Merchant | Non-Employee Director | |
John D. Kenney | Non-Employee Director | |
Peter H. Nachtwey | Non-Employee Director | |
Western Asset Management Company Limited | ||
Name | Position with Western Asset Management Company Limited | |
Western Asset Management (Cayman) Holdings Limited | Joint Shareholder | |
Michael B. Zarouf | Director & Senior Executive Officer | |
Charles A. Ruys de Perez | General Counsel��& Director | |
Jelena N. Petrovic | Chief Compliance Officer | |
Ann Duong | Finance Officer | |
Thomas C. Merchant | Non-Executive Director | |
Western Asset Management Company Ltd | ||
Name | Position with Western Asset Management Company Ltd | |
Legg Mason, Inc. | Sole Shareholder | |
Naoya Orime | Representative Director | |
Takashi Komatsu | Director, Head of Legal & Compliance; Chief Compliance Officer | |
Maki Yoshida | Operation Officer | |
Yasuaki Sudo | Finance Officer | |
Charles A. Ruys de Perez | Non-Employee Director | |
Laura A. Boydston | Non-Executive Director | |
Western Asset Management Company Pte. Ltd. | ||
Name | Position with Western Asset Management Company Pte Ltd | |
LM International Holding LP | Sole Shareholder | |
Michael Dale | Chief Executive Officer and Executive Director | |
Alvin L.S. Lee | Executive Director & Chief Compliance Officer | |
Shirleen H.K. Thor | Finance Manager | |
Charles A. Ruys de Perez | Non-Executive Director | |
Laura A. Boydston | Non-Executive Director |
G-1-1
Officers of the Funds
| Name | Position(s) with Funds | Positions(s) with Manager and/or Subadviser | ||
Jane E. Trust | President and Chief Executive Officer | Senior Managing Director of Legg Mason; President and Chief Executive Officer of LMPFA | ||
Jeanne M. Kelly | Senior Vice President | Senior Vice President of LMPFA; Managing Director of Legg Mason & Co. | ||
Ted Becker | Chief Compliance Officer | Global Compliance Director, Managing Director of Legg Mason | ||
Susan Kerr | Chief Anti-Money Laundering Officer (for open end funds) | Assistant Vice President of Legg Mason & Co. and LMIS; Anti-Money Laundering Compliance Officer of LMIS | ||
Jenna Bailey | Identity Theft Prevention Officer | Senior Compliance Officer, Assistant Vice President of Legg Mason | ||
Christopher Berarducci | Principal Financial Officer and Treasurer | Director of Legg Mason | ||
Robert I. Frenkel | Secretary and Chief Legal Officer | Vice President and Deputy General Counsel of Legg Mason; Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason | ||
Thomas C. Mandia | Assistant Secretary | Managing Director and Deputy General Counsel of Legg Mason; Secretary of LMPFA | ||
Marc De Oliveira | Assistant Secretary | Managing Director, Associate General Counsel, Legg Mason | ||
Rosemary Emmens | Assistant Secretary | Managing Director, Associate General Counsel, Legg Mason | ||
Harris Goldblat | Assistant Secretary | Managing Director, Associate General Counsel, Legg Mason | ||
Tara E. Gormel | Assistant Secretary | Director, Associate General Counsel, Legg Mason | ||
George P. Hoyt | Assistant Secretary | Managing Director, Associate General Counsel, Legg Mason | ||
Angela Velez | Assistant Secretary | Director, Associate General Counsel, Legg Mason | ||
Todd Lebo | Assistant Secretary | Managing Director, Associate General Counsel, Legg Mason | ||
Susan Lively | Assistant Secretary | Director, Associate General Counsel, Legg Mason | ||
Amy Olmert | Assistant Treasurer | Managing Director, Head of Global Fiduciary Platform, Legg Mason | ||
Erin Morris | Assistant Treasurer | Director, Senior Manager, Legg Mason | ||
Carol Denny | Assistant Treasurer | Managing Director, Head of Product Support, Legg Mason | ||
Lisa Carucci | Assistant Treasurer | Vice President, Senior Manager, Legg Mason | ||
Denisa Birzan | Assistant Treasurer | Vice President, Lead Specialist, Legg Mason | ||
Chris Vlantis | Assistant Treasurer | Vice President, Senior Manager, Legg Mason | ||
Edward Quigley | Assistant Treasurer | Director, Director of Product Tax, Legg Mason | ||
Raymond Lui | Assistant Treasurer | Vice President, Lead Specialist, Legg Mason | ||
Robert Flower | Assistant Treasurer | Vice President, Lead Specialist, Legg Mason | ||
John Triolo | Assistant Treasurer | Director, Senior Manager, Legg Mason | ||
Daniel Schlissel | Assistant Treasurer | Vice President, Senior Manager, Legg Mason | ||
Donald Guire | Assistant Treasurer | Director, Senior Manager, Legg Mason | ||
Hanna Zagorska-Sukiennik | Assistant Treasurer | Vice President, Lead Specialist, Legg Mason | ||
Robert DuCharme | Assistant Treasurer | Senior Business Strategist, Legg Mason |
G-2-1
Other Funds Advised by Managers and Subadvisers
The following table lists certain information regarding funds for which each Manager or Subadviser provides investment advisory or subadvisory services, other than the Funds that are addressed by this Proxy Statement. All of the information below is given as of the end of the last fiscal year of each fund.
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
LMPFA | ||||||||
| BrandywineGLOBAL – Alternative Credit Fund | 661,898,918 | 1.15%1 | ||||||
| BrandywineGLOBAL – Diversified US Large Cap Value Fund | 633,724,600 | 0.650% up to $1 billion of average daily net assets; 0.625% of average daily net assets between $1 billion and $2 billion; 0.600% of average daily net assets between $2 billion and $5 billion; 0.575% of average daily net assets between $5 billion and $10 billion; 0.550% of average daily net assets exceeding $10 billion1 | ||||||
| BrandywineGLOBAL – Dynamic US Large Cap Value Fund | 178,145,804 | 0.55%1 | ||||||
| BrandywineGLOBAL – Global Flexible Income Fund | 6,431,216 | 0.55%1 | ||||||
| BrandywineGLOBAL – Global High Yield Fund | 34,970,897 | 0.65%1 | ||||||
| BrandywineGLOBAL – Global Opportunities Bond Fund | 2,946,550,535 | 0.50%1 | ||||||
| BrandywineGLOBAL Global Opportunities Bond Fund (USD Hedged) | 193,433,600 | 0.50%1 | ||||||
| BrandywineGLOBAL – Global Unconstrained Bond Fund | 995,695,216 | 0.650% up to $1 billion of average daily net assets; 0.625% of average daily net assets between $1 billion and $2 billion; 0.600% of average daily net assets between $2 billion and $5 billion; 0.575% of average daily net assets between $5 billion and $10 billion; 0.550% of average daily net assets exceeding $10 billion1 | ||||||
| BrandywineGLOBAL – International Opportunities Bond Fund | 98,919,462 | 0.50%1 | ||||||
| ClearBridge Global Infrastructure Income Fund | 23,311,457 | 0.900% up to $1 billion of average daily net assets; 0.875% of average daily net assets between $1 billion and $2 billion; 0.850% of average daily net assets between $2 billion and $5 billion; 0.825% of average daily net assets between $5 billion and $10 billion; 0.800% of average daily net assets exceeding $10 billion1 | ||||||
| Martin Currie Emerging Markets Fund | 157,607,177 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
H-1
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| Martin Currie International Unconstrained Equity Fund | 5,236,661 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| Martin Currie SMASh Series EM Fund | 22,550,936 | 0.00%1 | ||||||
| QS Global Market Neutral Fund | 63,431,705 | 0.95%1 | ||||||
| QS International Equity Fund | 217,102,496 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| QS Strategic Real Return Fund | 97,684,808 | 0.75%1 | ||||||
| QS U.S. Small Capitalization Equity Fund | 186,175,787 | 0.70%1 | ||||||
| ClearBridge Aggressive Growth Fund | 7,166,460,934 | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge All Cap Value Fund | 1,560,926,665 | 0.700% up to $1.5 billion of average daily net assets; 0.680% of average daily net assets between $1.5 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $2.5 billion; 0.600% of average daily net assets between $2.5 billion and $3.5 billion; 0.500% of average daily net assets exceeding $3.5 billion1 | ||||||
| ClearBridge Appreciation Fund | 6,486,192,240 | 0.75% up to $250 million of average daily net assets; 0.70% of average daily net assets between $250 million and $500 million; 0.65% of average daily net assets between $500 million and $1 billion; 0.60% of average daily net assets between $1 billion and $2 billion; 0.55% of average daily net assets between $2 billion and $3 billion; 0.50% of average daily net assets exceeding $3 billion1 | ||||||
| ClearBridge Dividend Strategy Fund | 6,808,523,214 | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge International Small Cap Fund | 69,072,971 | 0.80% up to $1 billion of average daily net assets; 0.75% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.65% of average daily net assets between $5 billion and $10 billion; 0.60% of average daily net assets exceeding $10 billion1 | ||||||
H-2
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| ClearBridge International Value Fund | 299,161,340 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Large Cap Growth Fund | 15,535,905,821 | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Large Cap Value Fund | 1,685,111,718 | 0.650% of assets up to and including $350 million; 0.550% of assets over $350 million and up to and including $500 million; 0.525% of assets over $500 million and up to and including $750 million; 0.500% of assets over $750 million and up to and including $1 billion; and 0.450% of assets over $1 billion1 | ||||||
| ClearBridge Mid Cap Fund | 1,872,859,632 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Mid Cap Growth Fund | 88,534,521 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Select Fund | 670,208,209 | 0.95%1 | ||||||
| ClearBridge Small Cap Growth Fund | 3,860,378,027 | 0.75%1 | ||||||
| ClearBridge Small Cap Value Fund | 123,376,227 | 0.75%1 | ||||||
| ClearBridge Sustainability Leaders Fund | 11,218,773 | 0.650% of assets up to and including $1 billion; 0.625% of assets over $1 billion and up to and including $2 billion; and 0.600% of assets over $2 billion1 | ||||||
| ClearBridge Tactical Dividend Income Fund | 355,775,137 | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion1 | ||||||
| QS Conservative Growth Fund | 284,689,375 | 0.00%1 | ||||||
| QS Defensive Growth Fund | 121,334,956 | 0.00%1 | ||||||
| QS Global Dividend Fund | 360,408,199 | 0.65%1 | ||||||
H-3
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| QS Global Equity Fund | 160,519,531 | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| QS Growth Fund | 716,192,645 | 0.00%1 | ||||||
| QS Moderate Growth Fund | 456,657,86 | 0.00%1 | ||||||
| QS S&P 500 Index Fund | 273,416,039 | 0.25%1 | ||||||
| QS U.S. Large Cap Equity Fund | 862,578,010 | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge All Cap Growth ETF | 128,221,000 | 0.53% | ||||||
| ClearBridge Dividend Strategy ESG ETF | 6,439,001 | 0.59% | ||||||
| ClearBridge Large Cap Growth ESG ETF | 192,196,356 | 0.59% | ||||||
| Legg Mason Emerging Markets Low Volatility High Dividend ETF | 6,164,040 | 0.50% | ||||||
| Legg Mason Global Infrastructure ETF | 21,826,070 | 0.45%1 | ||||||
| Legg Mason International Low Volatility High Dividend ETF | 53,750,511 | 0.40% | ||||||
| Legg Mason Low Volatility High Dividend ETF | 824,022,237 | 0.27% | ||||||
| Legg MasonSmall-Cap Quality Value ETF | 10,483,469 | 0.60% | ||||||
| Western Asset Short Duration Income ETF | 25,801,165 | 0.29% | ||||||
| Western Asset Total Return ETF | 107,525,121 | 0.49%1 | ||||||
| ClearBridge Variable Aggressive Growth Portfolio | 843,835,683 | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Variable Appreciation Portfolio | 813,695,312 | 0.75% up to $250 million of average daily net assets; 0.70% of average daily net assets between $250 million and $500 million; 0.65% of average daily net assets between $500 million and $1 billion; 0.60% of average daily net assets between $1 billion and $2 billion; 0.55% of average daily net assets between $2 billion and $3 billion; 0.50% of average daily net assets exceeding $3 billion1 | ||||||
H-4
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| ClearBridge Variable Dividend Strategy Portfolio | 481,138,775 | 0.700% up to $1 billion of average daily net assets; 0.680% of average daily net assets between $1 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $5 billion; 0.600% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Variable Large Cap Growth Portfolio | 333,232,004 | 0.700% up to $1 billion of average daily net assets; 0.680% of average daily net assets between $1 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $5 billion; 0.600% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | ||||||
| ClearBridge Variable Large Cap Value Portfolio | 289,618,818 | 0.650% of assets up to and including $350 million; 0.550% of assets over $350 million and up to and including $500 million; 0.525% of assets over $500 million and up to and including $750 million; 0.500% of assets over $750 million and up to and including $1 billion; and 0.450% of assets over $1 billion1 | ||||||
| ClearBridge Variable Mid Cap Portfolio | 234,584,958 | 0.75% of assets up to and including $1 billion; 0.70% of assets over $1 billion and up to and including $2 billion; 0.65% of assets over $2 billion and up to and including $5 billion; 0.60% of assets over $5 billion and up to and including $10 billion; and 0.55% of assets over $10 billion1 | ||||||
| ClearBridge Variable Small Cap Growth Portfolio | 372,176,091 | 0.75%1 | ||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | 1,284,718,767 | 0.45%1 | ||||||
| QS Variable Conservative Growth | 90,768,499 | 0.00%1 | ||||||
| QS Variable Growth | 97,958,661 | 0.00%1 | ||||||
| QS Variable Moderate Growth | 33,181,672 | 0.00%1 | ||||||
| BrandywineGLOBAL – Global Income Opportunities Fund Inc. | 303,615,531 | 0.85% of the Fund’s managed assets2 | ||||||
| Clarion Partners Real Estate Income Fund Inc. | 21,538,498 | 1.25% of the Fund’s average daily net assets1 | ||||||
| ClearBridge Energy Midstream Opportunity Fund Inc. | 627,721,521 | 1.00% of the Fund’s managed assets2 | ||||||
| ClearBridge MLP and Midstream Fund Inc. | 798,136,646 | 1.00% of the Fund’s managed assets2 | ||||||
| ClearBridge MLP and Midstream Total Return Fund Inc. | 342,048,372 | 1.00% of the Fund’s managed assets2 | ||||||
| LMP Capital and Income Fund Inc. | 280,520,793 | 0.85%3 | ||||||
| Western Asset Corporate Loan Fund Inc. | 108,082,060 | 0.80% of the Fund’s average daily net assets | ||||||
H-5
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 0.85%3 | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 0.80% of the Fund’s managed assets2 | ||||||
| Western Asset Global High Income Fund Inc. | 464,882,819 | 0.85% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings | ||||||
| Western Asset High Income Fund II Inc. | 622,145,281 | 0.80%4 | ||||||
| Western Asset High Income Opportunity Fund Inc. | 703,112,016 | 0.80% of the Fund’s average daily net assets | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 0.80% of the Fund’s net assets | ||||||
| Western Asset Intermediate Muni Fund Inc. | 144,183,196 | 0.55% of the Fund’s average daily net assets | ||||||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 0.65% of the Fund’s net assets | ||||||
| Western Asset Managed Municipals Fund Inc. | 595,380,029 | 0.55% of the Fund’s average daily net assets | ||||||
| Western Asset Middle Market Debt Fund Inc. | 88,780,959 | 1.25% of the Fund’s average daily managed assets2 | ||||||
| Western Asset Middle Market Income Fund Inc. | 173,330,793 | 1.25% of the Fund’s managed assets2 | ||||||
| Western Asset Mortgage Opportunity Fund Inc. | 204,709,890 | 1.00% of the Fund’s managed assets2 | ||||||
| Western Asset Municipal Defined Opportunity Trust Inc. | 257,423,494 | 0.60% of the Fund’s managed assets5 | ||||||
| Western Asset Municipal High Income Fund Inc. | 173,881,084 | 0.55% of the Fund’s average daily net assets | ||||||
| Western Asset Municipal Partners Fund Inc. | 161,010,999 | 0.55% of the Fund’s average weekly net assets | ||||||
| Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 0.75%3 | ||||||
Western Asset | ||||||||
| ClearBridge International Growth Fund | 2,456,309,901 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Global Infrastructure Income Fund | 23,311,457 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Small Cap Fund | 1,218,680,244 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Value Trust | 1,807,849,053 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Martin Currie Emerging Markets Fund | 157,607,177 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Martin Currie International Unconstrained Equity Fund | 5,236,661 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
H-6
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| Martin Currie SMASh Series EM Fund | 22,550,936 | 0 | ||||||
| QS Global Market Neutral Fund | 63,431,705 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS International Equity Fund | 217,102,496 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Strategic Real Return Fund (Portfolio Management) | 97,684,808 | 0.25% of the portion of the average daily net assets allocated | ||||||
| QS Strategic Real Return Fund (Cash Management) | 97,684,808 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS U.S. Small Capitalization Equity Fund | 186,175,787 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Aggressive Growth Fund | 7,166,460,934 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge All Cap Value Fund | 1,560,926,665 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Appreciation Fund | 6,486,192,240 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Dividend Strategy Fund | 6,808,523,214 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge International Small Cap Fund | 69,072,971 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge International Value Fund | 299,161,340 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Large Cap Growth Fund | 15,535,905,821 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Large Cap Value Fund | 1,685,111,718 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Mid Cap Fund | 1,872,859,632 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Mid Cap Growth Fund | 88,534,521 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Select Fund | 670,208,209 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Small Cap Growth Fund | 3,860,378,027 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Small Cap Value Fund | 123,376,227 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Sustainability Leaders Fund | 11,218,773 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Tactical Dividend Income Fund | 355,775,137 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Conservative Growth Fund | 284,689,375 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Defensive Growth Fund | 121,334,956 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
H-7
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| QS Global Dividend Fund | 360,408,199 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Global Equity Fund | 160,519,531 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Growth Fund | 716,192,645 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Moderate Growth Fund | 456,657,86 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS S&P 500 Index Fund | 273,416,039 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS U.S. Large Cap Equity Fund | 862,578,010 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge All Cap Growth ETF | 128,221,000 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Dividend Strategy ESG ETF | 6,439,001 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Large Cap Growth ESG ETF | 192,196,356 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Legg Mason Emerging Markets Low Volatility High Dividend ETF | 6,164,040 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Legg Mason Global Infrastructure ETF | 21,826,070 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Legg Mason International Low Volatility High Dividend ETF | 53,750,511 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Legg Mason Low Volatility High Dividend ETF | 824,022,237 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Legg MasonSmall-Cap Quality Value ETF | 10,483,469 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Western Asset Short Duration Income ETF | 25,801,165 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Total Return ETF | 107,525,121 | 70% of the management fee paid to LMPFA7 | ||||||
| ClearBridge Variable Aggressive Growth Portfolio | 843,835,683 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Variable Appreciation Portfolio | 813,695,312 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Variable Dividend Strategy Portfolio | 481,138,775 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Variable Large Cap Growth Portfolio | 333,232,004 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Variable Mid Cap Portfolio | 234,584,958 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| ClearBridge Variable Small Cap Growth Portfolio | 372,176,091 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | 1,284,718,767 | 0.10% of the Fund’s average daily net assets, plus 0.02% of the portion of the average daily net assets allocated | ||||||
| QS Variable Conservative Growth | 90,768,499 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
H-8
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| QS Variable Growth | 97,958,661 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| QS Variable Moderate Growth | 33,181,672 | 0.02% of the portion of the average daily net assets allocated7 | ||||||
| Clarion Partners Real Estate Income Fund Inc. | 21,538,498 | 0.50% of the portion of the average daily net assets allocated7 | ||||||
| LMP Capital and Income Fund Inc. | 280,520,793 | 70% of the management fee on the portion of the average daily net assets allocated7 | ||||||
| Western Asset Corporate Loan Fund Inc. | 108,082,060 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Global High Income Fund Inc. | 464,882,819 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset High Income Fund II Inc. | 622,145,281 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset High Income Opportunity Fund Inc. | 703,112,016 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the Fund’s average weekly assets6 | ||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the Fund’s average weekly assets6 | ||||||
| Western Asset Intermediate Muni Fund Inc. | 144,183,196 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Managed Municipals Fund Inc. | 595,380,029 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Middle Market Debt Fund Inc. | 88,780,959 | 90% of the management fee paid to LMPFA7 | ||||||
| Western Asset Middle Market Income Fund Inc. | 173,330,793 | 90% of the management fee paid to LMPFA7 | ||||||
| Western Asset Mortgage Opportunity Fund Inc. | 204,709,890 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Municipal Defined Opportunity Trust Inc. | 257,423,494 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Municipal High Income Fund Inc. | 173,881,084 | 70% of the management fee paid to LMPFA7 | ||||||
H-9
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| Western Asset Municipal Partners Fund Inc. | 161,010,999 | 70% of the management fee paid to LMPFA7 | ||||||
| Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 70% of the management fee paid to LMPFA7 | ||||||
| Morgan Stanley Pathway Funds – Core Fixed Income Fund | 1,203,532,559.00 | 0.30% | ||||||
| Morgan Stanley Pathway Funds – High Yield Fund | 48,911,035.00 | 0.20% | ||||||
| MassMutual Select Strategic Bond Fund | 705,540,226.00 | 0.30% on assets up to $100 million; 0.15% on assets over $100 million | ||||||
| John Hancock Floating Rate Income Fund | 927,076,844.00 | 0.25% on assets up to $500 million; 0.20% on assets over $100 million | ||||||
| John Hancock High Yield Fund | 1,024,126,685.00 | 0.25% on assets up to $500 million; 0.20% on assets over $100 million | ||||||
| Western Asset Management Gov’t Income Portfolio | 930,347,820.00 | 0.30% on assets up to $100 million; 0.20% on assets between $100 million and $500 million; 0.175% on assets between $500 million and $1 billion; 0.15% on assets between $1 billion and $2 billion; 0.125% on assets over $2 billion | ||||||
| Western Asset Management Strategic Bond Opportunities Portfolio | 3,084,113,479.00 | 0.50% | ||||||
| Western Asset Management US Gov’t Portfolio | 1,931,527,409.00 | 0.22% on assets up to $100 million; 0.125% on assets between $100 million and $500 million; 0.10% on assets between $500 million and $1 bllion; 0.09% on assets between $1 billion and $2 billion; 0.07% on assets over $2 billion | ||||||
| PL Managed Bond Fund | 497,358,662.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
| PL Inflation Managed Portfolio | 40,949,390.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
| AST Academic Strategies Asset Allocation Portfolio (EMD sleeve) | 4,662,021,434.00 | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | ||||||
| AST Academic Strategies Asset Allocation Portfolio (Macro Opps sleeve) | 4,662,021,434.00 | 0.40% on assets up to $100 million; 0.20% on assets over $100 million | ||||||
| AST Western Asset Core Plus Bond Portfolio | 3,747,220,689.00 | 0.60% on assets up to $100 million; 0.40% on assets over $100 million | ||||||
| AST Western Asset Corporate Bond Portfolio | 5,335,026.00 | 0.40% on assets up to $100 million; 0.20% on assets over $100 million | ||||||
| AST Western Asset Emerging Markets Debt Portfolio | 71,596,183.00 | 0.15% on assets up to $500 million; 0.125% on assets between $500 million and $1.5 billion; 0.10% on assets over $1.5 billion | ||||||
H-10
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
| JNL Multi-Manager Alternative Fund | 1,220,465,000.00 | 0.90% on assets up to $100 million; 0.85% on assets between $100 million and $150 million; 0.80% on assets between $150 million and $200 million; 0.75% on assets over $200 million | ||||||
| NationwideMulti-Cap Portfolio | 2,495,082,346.00 | 0.20% on assets up to $100 million; 0.15% on assets between $100 million and $300 million; 0.10% on assets over $300 million | ||||||
| GuideStone Funds – Global Bond Fund | 610,089,725.00 | 0.50% on assets up to $25 million; 0.15% on assets over $125 million | ||||||
| GuideStone Funds –Medium-Duration Bond Fund | 1,784,198,094.00 | 0.20% | ||||||
| LVIP Western Core Bond Fund | 2,021,705,341.00 | 0.30% on assets up to $100 million; 0.1% on assets over $100 million | ||||||
Western Asset London | ||||||||
| QS Strategic Real Return Fund | 97,684,808 | 0.25% of the portion of the average daily net assets allocated | ||||||
| LMP Capital and Income Fund Inc. | 280,520,793 | 0.30% of the portion of the average daily net assets allocated | ||||||
| Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Global High Income Fund Inc. | 464,882,819 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Income Fund II Inc. | 622,145,281 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Income Opportunity Fund Inc. | 703,112,016 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Middle Market Debt Fund Inc. | 88,780,959 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Mortgage Opportunity Fund Inc. | 204,709,890 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
H-11
Manager/ Subadviser | Fund | Net Assets ($) | Management Fee/Subadvisory Fee (as a percentage of average daily net | |||||
Western Asset Japan | ||||||||
| QS Strategic Real Return Fund | 97,684,808 | 0.25% of the portion of the average daily net assets allocated | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
Western Asset Singapore | ||||||||
| Western Asset Emerging Markets Debt Fund Inc. | 958,277,861 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Global Corporate Defined Opportunity Fund Inc. | 275,050,019 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Global High Income Fund Inc. | 464,882,819 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Income Fund II Inc. | 622,145,281 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset High Yield Defined Opportunity Fund Inc. | 364,914,330 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Inflation-Linked Income Fund | 385,194,648 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Inflation-Linked Opportunities & Income Fund | 779,520,367 | 0.35% of the portion of the average weekly assets allocated | ||||||
| Western Asset Investment Grade Defined Opportunity Trust Inc. | 228,858,202 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Middle Market Income Fund Inc. | 173,330,793 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
| Western Asset Variable Rate Strategic Fund Inc. | 82,985,454 | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | ||||||
1 The Manager/Subadviser has agreed to cap total expenses under an agreement where noted.
2 “Managed assets” means the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding.
H-12
3 The fee payable to the Manager under the agreement is equal to the annual rate set forth above multiplied by the average daily value of the Fund’s net assets plus (i) the proceeds of any outstanding borrowings used for leverage and (ii) any proceeds from the issuance of preferred stock, minus the sum of (x) accrued liabilities of the Fund, (y) any accrued and unpaid interest on outstanding borrowings and (z) accumulated dividends on shares of preferred stock.
4 The fee payable to the Manager under the agreement is calculated by multiplying the annual rate set forth above by the value of the Fund’s average weekly net assets plus the proceeds of any outstanding borrowings used for leverage (“average weekly net assets”) means the average weekly value of the total assets of the Fund, including any proceeds from the issuance of preferred stock, minus the sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid interest on outstanding borrowings and (iii) accumulated dividends on shares of preferred stock.
5 “Managed assets” means the total assets of the Fund (including assets financed through the creation of tender option bond trusts) minus the sum of accrued liabilities (other than Fund liabilities representing financial leverage).
6 “Average weekly assets” means the average weekly value of the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage).
7 Net of expense waivers and reimbursements.
H-13
5% Share Ownership
As of March 18, 2020, to the best knowledge of each Fund, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of the class of the Funds indicated. Shareholders who beneficially own 25% or more of the outstanding shares of a Fund or who are otherwise deemed to “control” the Fund may be able to determine or significantly influence the outcome of matters submitted to a vote of the Fund’s shareholder.
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST | ||||||||||
| Western Asset Adjustable Rate Income Fund (to be renamed Western Asset Ultra-Short Income Fund on or about April 22, 2020) | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 2,180,312.490 | 15.51% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,812,142.144 | 41.35% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 1,440,399.524 | 10.25% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 89,110.459 | 40.00% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C | 36,641.570 | 16.45% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 11,311.197 | 5.08% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 28,098.500 | 12.61% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C1 | 37,128.371 | 38.21% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C1 | 5,139.313 | 5.29% | |||||||
MAC & CO 118848 FBO STATE OF ALASKA 500 GRANT STREET, ROOM151-1010 PITTSBURGH PA 15258 | C1 | 12,693.584 | 13.06% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 8,030.481 | 8.27% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 1,140,297.438 | 6.44% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 4,108,482.591 | 23.19% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 3,578,684.733 | 20.20% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 5,289,630.195 | 29.86% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 342,127.187 | 69.21% | |||||||
DARIEN LIBRARY INC 1441 POST RD, DARIEN CT 06820-5419 | IS | 119,973.252 | 24.27% | |||||||
| Western Asset California Municipals Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 1,911,567.162 | 9.22% | |||||||
I-1
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset California Municipals Fund (continued) | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 1,220,251.429 | 5.88% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 9,983,656.572 | 48.13% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 2,433,834.314 | 11.73% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 206,218.961 | 14.13% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 172,037.916 | 11.79% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 606,779.986 | 41.57% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 305,177.540 | 20.91% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 352,210.969 | 9.06% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 397,218.608 | 10.22% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 225,776.681 | 5.81% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 292,755.691 | 7.53% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,714,393.695 | 44.10% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 373,218.375 | 9.60% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | IS | 18,253.392 | 100.00% | |||||||
| Western Asset Corporate Bond Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 3,276,093.442 | 15.67% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 10,737,955.552 | 51.36% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 267,556.007 | 35.13% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 50,272.117 | 6.60% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 42,409.868 | 5.57% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 70,819.402 | 9.30% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 92,146.027 | 12.10% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 102,816.946 | 13.50% | |||||||
I-2
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Corporate Bond Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 19,795.780 | 17.48% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C1 | 6,496.064 | 5.74% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 12,105.014 | 10.69% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 7,455.140 | 6.58% | |||||||
Z&R ASSOCIATES INC 401(K) PLAN PAUL ZARIS TTEE 2319 WESTCHESTER AVE, BRONX NY 10462-5011 | C1 | 13,968.561 | 12.33% | |||||||
R JACOB S LITTLEFIELD Y NAM TTEE FB HPA INC 401K PSP 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C1 | 23,324.481 | 20.59% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 7,054,952.109 | 17.98% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 2,323,287.139 | 5.92% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 3,062,330.936 | 7.80% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 3,052,843.327 | 7.78% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 11,762,389.015 | 29.98% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 5,367,811.371 | 13.68% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | P | 305,437.239 | 9.14% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | P | 2,068,442.374 | 61.90% | |||||||
| Western Asset Emerging Markets Debt Fund | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 1,027,672.578 | 64.29% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 346,718.886 | 21.69% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 89,456.380 | 5.60% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 458,488.213 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 8,241.306 | 6.18% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 34,701.337 | 26.01% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 49,903.531 | 37.41% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 30,380.496 | 22.77% | |||||||
I-3
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Emerging Markets Debt Fund (continued) | ||||||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 4,897.979 | 27.85% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | FI | 5,956.897 | 33.87% | |||||||
VANGUARD BROKERAGE SERVICES A/C 8942-7601 PO BOX 1170, VALLEY FORGE PA 19482-1170 | FI | 1,859.100 | 10.57% | |||||||
VANGUARD BROKERAGE SERVICES A/C 4982-6979 PO BOX 1170, VALLEY FORGE PA 19482-1170 | FI | 3,923.720 | 22.31% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 586,784.391 | 11.55% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 273,432.760 | 5.38% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 1,225,457.152 | 24.12% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,254,957.267 | 44.39% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 255,137.157 | 91.66% | |||||||
| Western Asset Global High Yield Bond Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 3,329,378.856 | 13.50% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 13,858,995.384 | 56.21% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 64,241.401 | 12.61% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 299,664.325 | 58.83% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 27,878.266 | 5.47% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 29,564.291 | 5.80% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 35,585.094 | 6.99% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 257,423.877 | 38.05% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C1 | 92,213.804 | 13.63% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 49,531.989 | 7.32% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 47,292.923 | 6.99% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C1 | 52,456.003 | 7.75% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 39,878.724 | 5.89% | |||||||
I-4
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Global High Yield Bond Fund (continued) | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 245,916.974 | 5.38% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 305,775.252 | 6.68% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 278,740.616 | 6.09% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,376,158.270 | 51.94% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 603,733.536 | 13.20% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,602,617.989 | 16.11% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 2 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 808,347.375 | 8.13% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 1,222,744.110 | 12.29% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,998,830.778 | 30.15% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 2,642,904.082 | 26.57% | |||||||
| Western Asset Income Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 12,739,240.276 | 25.71% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 26,613,632.083 | 53.71% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 70,605.953 | 6.43% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 121,986.350 | 11.11% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 116,538.493 | 10.61% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 89,983.161 | 8.20% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 203,262.574 | 18.51% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 174,922.571 | 15.93% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 69,380.765 | 6.32% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 15,656.473 | 5.17% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 19,505.446 | 6.45% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C1 | 64,154.652 | 21.20% | |||||||
I-5
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Income Fund (continued) | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 31,173.836 | 10.30% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 86,304.317 | 28.53% | |||||||
CAPITAL BANK & TRUST CO TTEE F LEVINSON ALCOSER ASSOC LP 401K 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002 | C1 | 17,487.683 | 5.78% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,890,792.717 | 7.95% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 1,986,830.119 | 8.35% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 1,869,570.299 | 7.86% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 1,747,816.663 | 7.35% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 1,250,098.405 | 5.25% | |||||||
BAND & CO C/O US BANK NA 1555 N. RIVER CENTER DRIVE STE. 302, MILWAUKEE WI 53212 | I | 5,705,870.471 | 23.98% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 3,034,840.403 | 12.75% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 2,144,095.479 | 16.71% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C PO BOX 28004, ATLANTA GA 30358 | IS | 6,802,585.118 | 53.01% | |||||||
SEI PRIVATE TRUST COMPANY C/O LEGACY SWP ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 2,454,790.065 | 19.13% | |||||||
| Western Asset Intermediate Maturity California Municipals Fund | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 730,667.555 | 7.42% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 4,778,200.037 | 48.50% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 2,111,438.127 | 21.43% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 1,458,541.839 | 11.89% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 8,984,914.415 | 73.22% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 252,046.655 | 5.77% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 315,632.516 | 7.23% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 441,171.740 | 10.10% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 700,777.722 | 16.05% | |||||||
I-6
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Intermediate Maturity California Municipals Fund (continued) | ||||||||||
RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | I | 412,397.554 | 9.44% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | I | 393,680.006 | 9.02% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 673,685.478 | 15.43% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 328,771.592 | 7.53% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 594,135.577 | 13.61% | |||||||
| Western Asset Intermediate Maturity New York Municipals Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 582,712.848 | 5.42% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 1,405,936.406 | 13.08% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,541,104.658 | 51.55% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 901,287.829 | 8.38% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 2,679,002.552 | 48.65% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 902,339.755 | 16.39% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 351,524.762 | 6.38% | |||||||
JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | C | 722,826.901 | 13.13% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 489,670.669 | 11.62% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 259,416.328 | 6.15% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 542,797.796 | 12.88% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 692,401.352 | 16.43% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 944,183.763 | 22.40% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 900,695.392 | 21.37% | |||||||
| Western Asset Intermediate-Term Municipals Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 7,578,170.351 | 7.33% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 5,725,612.476 | 5.54% | |||||||
I-7
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Intermediate-Term Municipals Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 42,896,405.666 | 41.48% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 22,068,542.839 | 21.34% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 4,371,689.847 | 11.62% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 4,220,863.509 | 11.22% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 2,273,279.925 | 6.04% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 5,778,382.914 | 15.36% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 9,646,343.081 | 25.64% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 5,138,048.152 | 13.66% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 21,659,169.858 | 10.31% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 15,407,374.343 | 7.34% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 110,202,601.498 | 52.48% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 25,207,464.991 | 12.00% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 41,370,006.668 | 96.12% | |||||||
| Western Asset Managed Municipals Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 1,134,497.873 | 99.99% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 57,580,629.778 | 28.45% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 31,094,308.735 | 15.36% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 1,046,727.890 | 7.09% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 843,222.396 | 5.71% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 919,037.905 | 6.22% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 1,684,059.461 | 11.40% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 1,570,111.868 | 10.63% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 2,745,060.852 | 18.58% | |||||||
I-8
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Managed Municipals Fund (continued) | ||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 3,490,681.013 | 23.63% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 4,761,445.989 | 7.05% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 3,825,269.930 | 5.67% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 3,527,297.659 | 5.22% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 8,728,943.113 | 12.93% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 4,114,781.222 | 6.09% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 15,340,774.243 | 22.72% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 11,464,410.972 | 16.98% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | IS | 2,127,119.544 | 59.01% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 335,822.112 | 9.32% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C PO BOX 28004, ATLANTA GA 30358 | IS | 228,297.954 | 6.33% | |||||||
JP MORGAN TRUST CO OF DELE TTEE K5FEL EXMPT TRST U/A DTD 12/20/17 500 STANTON CHRISTIANA ROAD, NEWARK DE 19713 | IS | 488,273.493 | 13.55% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 320,842.467 | 8.90% | |||||||
| Western Asset Massachusetts Municipals Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 670,271.909 | 15.54% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,119,836.390 | 25.97% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 707,534.074 | 16.41% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 558,954.908 | 12.96% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | A | 263,708.954 | 6.12% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 43,438.413 | 11.57% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 55,230.279 | 14.71% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 26,129.386 | 6.96% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 69,373.223 | 18.47% | |||||||
I-9
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Massachusetts Municipals Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 29,924.973 | 7.97% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 41,961.912 | 11.17% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 488,421.431 | 17.64% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 863,789.533 | 31.20% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 585,438.671 | 21.14% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 442,773.425 | 15.99% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 188,919.699 | 6.82% | |||||||
| Western Asset Mortgage Total Return Fund | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | 1 | 2,469,962.324 | 99.98% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,070,197.520 | 12.19% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 31,526,728.275 | 63.32% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 682,771.106 | 37.04% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 224,563.920 | 12.18% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 234,877.276 | 12.74% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 183,600.671 | 9.96% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 11,593.765 | 7.60% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 27,287.841 | 17.88% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 48,821.676 | 31.99% | |||||||
COUNSEL TRUST DBA MATC FBO NORTHERN LIGHTS SERVICES, INC. 1251 WATERFRONT PL STE 525, PITTSBURGH PA 15222-4228 | C1 | 13,156.480 | 8.62% | |||||||
LIBMAN KADAVY & CO TTEE FBO LIBMAN KADAVY & CO INC PSP 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C1 | 14,614.549 | 9.57% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 5,323,548.423 | 12.41% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 2,544,845.749 | 5.93% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 14,828,561.820 | 34.57% | |||||||
I-10
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Mortgage Total Return Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,540,623.146 | 5.92% | |||||||
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ID 866 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | I | 2,446,752.259 | 5.70% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 5,331,730.646 | 12.43% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | IS | 407,690.526 | 24.94% | |||||||
RELIANCE TRUST CO FBO ARDEN C/C PO BOX 28004, ATLANTA GA 30358 | IS | 341,029.446 | 20.86% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 628,361.783 | 38.44% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 125,414.981 | 7.67% | |||||||
| Western Asset Municipal High Income Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 1,703,654.071 | 8.46% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 1,128,293.886 | 5.60% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 1,319,589.712 | 6.55% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 6,626,720.363 | 32.91% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 1,794,683.248 | 8.91% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 2,313,630.916 | 11.49% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 485,520.075 | 16.16% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 220,127.811 | 7.33% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 360,036.112 | 11.98% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 180,191.529 | 6.00% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 396,775.394 | 13.20% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 745,129.083 | 24.80% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 1,694,581.390 | 13.45% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 670,376.822 | 5.32% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 672,184.471 | 5.34% | |||||||
I-11
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Municipal High Income Fund (continued) | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 991,615.395 | 7.87% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,805,530.998 | 22.27% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 3,342,460.568 | 26.53% | |||||||
| Western Asset New Jersey Municipals Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 835,806.856 | 7.44% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 1,273,720.311 | 11.33% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 5,152,143.041 | 45.84% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 743,309.928 | 6.61% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 1,235,246.722 | 10.99% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 95,182.535 | 7.71% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 62,815.273 | 5.09% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 282,404.800 | 22.89% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 106,680.517 | 8.65% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 208,216.821 | 16.87% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 272,335.016 | 22.07% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 172,930.935 | 5.43% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 401,883.649 | 12.63% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 277,293.983 | 8.71% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 516,433.811 | 16.23% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 744,318.453 | 23.39% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 511,416.512 | 16.07% | |||||||
| Western Asset New York Municipals Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 7,688,748.801 | 24.01% | |||||||
I-12
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset New York Municipals Fund (continued) | ||||||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 2,419,192.477 | 7.55% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 12,257,368.291 | 38.27% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 1,970,677.846 | 6.15% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 1,644,964.638 | 5.14% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 495,756.622 | 23.43% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 286,668.834 | 13.55% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 254,713.702 | 12.04% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 553,306.573 | 26.15% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,788,918.702 | 21.23% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 631,166.354 | 7.49% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 445,324.453 | 5.28% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,044,036.492 | 24.26% | |||||||
JP MORGAN TRUST CO OF DEL TTEE F5BET EXMPT TRST U/A DTD 12/20/17 500 STANTON CHRISTIANA ROAD, NEWARK DE 19713 | I | 719,675.414 | 8.54% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 734,265.493 | 8.71% | |||||||
| Western Asset Oregon Municipals Fund | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 801,576.926 | 22.11% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | A | 251,236.061 | 6.93% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 1,193,236.188 | 32.92% | |||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | C | 23,288.959 | 5.60% | |||||||
RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | C | 22,484.200 | 5.41% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 25,130.457 | 6.04% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 83,607.942 | 20.11% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 60,107.567 | 14.46% | |||||||
I-13
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Oregon Municipals Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 117,846.077 | 28.34% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 136,440.090 | 5.29% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 140,753.915 | 5.46% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 274,358.092 | 10.64% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 328,830.780 | 12.75% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 567,989.218 | 22.03% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 214,832.972 | 8.33% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 277,115.090 | 10.75% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 264,992.537 | 10.28% | |||||||
| Western Asset Pennsylvania Municipals Fund | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 463,928.444 | 5.67% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 959,518.075 | 11.72% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 2,828,063.066 | 34.56% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 514,361.140 | 6.29% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 1,423,140.812 | 17.39% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 137,624.882 | 5.87% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 269,983.543 | 11.52% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 238,309.806 | 10.17% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 182,960.975 | 7.81% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 518,796.596 | 22.14% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 151,744.130 | 6.48% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 163,336.915 | 6.97% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 125,195.985 | 5.34% | |||||||
I-14
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Pennsylvania Municipals Fund (continued) | ||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 235,491.016 | 10.05% | |||||||
RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE SOUTH, MINNEAPOLIS MN 55402-1110 | I | 189,511.765 | 7.23% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 226,689.269 | 8.65% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 388,886.106 | 14.83% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 299,762.866 | 11.43% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 602,079.819 | 22.96% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 377,998.528 | 14.42% | |||||||
| Western Asset Short Duration High Income Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 12,276,794.770 | 22.77% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 26,944,080.972 | 49.97% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 402,188.571 | 6.23% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 1,674,637.763 | 25.93% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 820,564.679 | 12.70% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 1,290,090.086 | 19.97% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 514,488.320 | 7.97% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 718,762.522 | 11.13% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 597,634.807 | 35.03% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C1 | 122,776.137 | 7.20% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C1 | 159,454.507 | 9.35% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 100,086.066 | 5.87% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C1 | 199,193.485 | 11.68% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 324,656.202 | 19.03% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 609,692.649 | 5.66% | |||||||
I-15
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Short Duration High Income Fund (continued) | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,168,807.885 | 10.84% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 543,591.927 | 5.04% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 1,846,505.165 | 17.13% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | I | 724,375.609 | 6.72% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,686,402.024 | 24.92% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 1,205,708.210 | 11.18% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | R | 1,972.610 | 8.50% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | R | 3,169.370 | 13.65% | |||||||
ASCENSUS TRUST COMPANY FBO SOMERS M. WILTON, INC. 401K 685574 P.O. BOX 10758, FARGO, ND 58106 | R | 5,484.727 | 23.62% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 12,505.470 | 53.86% | |||||||
| Western Asset Short Duration Municipal Income Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 4,978,415.949 | 7.08% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 5,438,983.333 | 7.74% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 40,238,780.588 | 57.23% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 7,005,495.912 | 9.96% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 515,440.583 | 100.00% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 7,345,402.562 | 18.65% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 2,455,260.800 | 6.23% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 4,021,777.072 | 10.21% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C | 2,763,679.857 | 7.02% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 4,241,619.620 | 10.77% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 4,056,234.080 | 10.30% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 9,624,670.895 | 24.44% | |||||||
I-16
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Short Duration Municipal Income Fund (continued) | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 3,508,155.267 | 6.33% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 4,443,178.995 | 8.01% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 3,730,043.697 | 6.73% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 25,191,712.661 | 45.43% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 5,352,184.779 | 9.65% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 1,012,072.237 | 98.39% | |||||||
| Western Asset Short-Term Bond Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 812,355.767 | 5.85% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 831,659.315 | 5.99% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 749,575.816 | 5.40% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 7,479,651.867 | 53.89% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 155,745.788 | 10.18% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 133,382.535 | 8.72% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 286,113.770 | 18.70% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 122,906.154 | 8.03% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | C | 83,412.758 | 5.45% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 455,493.656 | 29.78% | |||||||
OPPENHEIMER & CO. INC. 22 BELMONT DR, ROSLYN HEIGHTS NY 11577 | C | 76,726.343 | 5.02% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 141,992.316 | 7.79% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C1 | 279,601.233 | 15.34% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 299,333.221 | 16.42% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 281,051.676 | 15.42% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 233,351.763 | 12.80% | |||||||
I-17
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INCOME TRUST (continued) | ||||||||||
| Western Asset Short-Term Bond Fund (continued) | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 8,824,715.707 | 25.48% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 12,173,503.348 | 35.14% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 2,997,313.579 | 8.65% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | I | 2,930,586.578 | 8.46% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 18,577,588.038 | 13.18% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 24,735,268.075 | 17.54% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 54,417,844.737 | 38.60% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 7 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 38,145,210.639 | 27.06% | |||||||
ASCENSUS TRUST COMPANY FBO MBIL LMBR & BLDNG MATRLS 685407 P.O. BOX 10758, FARGO, ND 58106 | R | 15,159.168 | 80.75% | |||||||
ASCENSUS TRUST COMPANY FBO RAD ARCH 401K PLAN 231241 P.O. BOX 10758, FARGO, ND 58106 | R | 3,354.551 | 17.87% | |||||||
| WESTERN ASSET FUNDS, INC. | ||||||||||
| Western Asset Core Bond Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 3,270,613.666 | 7.18% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 15,034,354.773 | 33.01% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 6,144,987.677 | 13.49% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 306,024.753 | 5.49% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 640,795.556 | 11.49% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 626,232.839 | 11.23% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 1,268,578.905 | 22.74% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 1,259,863.061 | 22.59% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C1 | 13,692.099 | 7.58% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | C1 | 13,820.293 | 7.65% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 14,037.340 | 7.77% | |||||||
I-18
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Core Bond Fund (continued) | ||||||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 16,127.912 | 8.93% | |||||||
NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | C1 | 24,088.225 | 13.34% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 36,437.099 | 20.18% | |||||||
WILLIAM JOY & JO JOY TTEE FBO: THE JOY GROUP 401K PSP 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C1 | 13,450.512 | 7.45% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 1,986,618.121 | 10.80% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 1,042,255.366 | 5.67% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 7,452,283.092 | 40.52% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | FI | 2,106,902.160 | 11.45% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 121,947,474.930 | 16.87% | |||||||
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 | I | 53,399,319.449 | 7.39% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 253,784,235.925 | 35.11% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 47,709,762.314 | 6.60% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 31,391,705.036 | 8.94% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 61,719,450.347 | 17.58% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | IS | 55,055,907.601 | 15.68% | |||||||
SEI PRIVATE TRUST COMPANY C/O TIAA SWP 1 FREEDOM VALLEY DRIVE, OAKS PA 19456 | IS | 25,513,746.561 | 7.27% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 42,792,746.405 | 12.19% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | IS | 21,413,512.632 | 6.10% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 513,915.199 | 25.68% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 257,416.088 | 12.86% | |||||||
| Western Asset Core Plus Bond Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 9,087,330.761 | 8.12% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 28,891,669.640 | 25.81% | |||||||
I-19
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Core Plus Bond Fund (continued) | ||||||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A | 15,013,620.026 | 13.41% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 1,165,678.943 | 5.07% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 3,319,590.679 | 14.44% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 5,521,563.110 | 24.01% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 6,136,605.750 | 26.69% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C1 | 31,827.379 | 18.46% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C1 | 24,049.695 | 13.95% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C1 | 22,666.109 | 13.15% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C1 | 39,990.930 | 23.20% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C1 | 14,710.104 | 8.53% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 11,900,771.198 | 34.83% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 4,922,368.506 | 14.41% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | FI | 3,112,740.639 | 9.11% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 3,612,198.340 | 10.57% | |||||||
SUNTRUST BANK FBO CUSTOMERS 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002 | FI | 2,915,409.799 | 8.53% | |||||||
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 | I | 164,012,283.688 | 9.51% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 491,608,789.628 | 28.51% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | I | 88,461,085.664 | 5.13% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 246,188,626.625 | 14.28% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 53,669,624.416 | 7.16% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 139,214,181.980 | 18.58% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 1,468,670.153 | 5.76% | |||||||
I-20
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Core Plus Bond Fund (continued) | ||||||||||
SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | R | 20,287,122.171 | 79.54% | |||||||
| Western Asset High Yield Fund | ||||||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 54,356.861 | 18.40% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | A | 97,093.591 | 32.87% | |||||||
LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | A | 43,776.885 | 14.82% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 52,120.056 | 17.64% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 5,201,274.996 | 100.00% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 24,116.422 | 8.93% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 24,253.467 | 8.98% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | C | 22,463.235 | 8.32% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 68,109.952 | 25.23% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 620,334.099 | 7.35% | |||||||
CATHOLIC HEALTH INITIATIVES PENSION PLAN 198 INVERNESS DR W, ENGLEWOOD CO 80112-3637 | I | 1,209,747.399 | 14.33% | |||||||
CATHOLIC HEALTH INITIATIVES OPERATING INVESTMENT PARTNERSHIP 198 INVERNESS DR W, ENGLEWOOD CO 80112-3637 | I | 4,499,576.002 | 53.31% | |||||||
MERRILL LYNCH PIERCE FENNER & SMITH INC FBO CUSTOMERS 4800 DEER LAKE DR E, JACKSONVILLE FL 32246-6484 | I | 812,288.362 | 9.62% | |||||||
WELLS FARGO BANK NA FBO WESTERN ASSET DEF COMP PLN 028939800 PO BOX 1533, MINNEAPOLIS MN 55480-1533 | I | 481,070.223 | 5.70% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 3,368,521.670 | 24.55% | |||||||
LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,314,224.920 | 16.87% | |||||||
LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,326,458.803 | 16.96% | |||||||
LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,969,465.824 | 14.36% | |||||||
LEGG MASON PARTNERS QS DEFENSIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 1,055,993.614 | 7.70% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | IS | 1,788,615.133 | 13.04% | |||||||
FIIOC BAY EQUITY 401K PLAN 100 MAGELLAN WAY, COVINGTON KY 41015-1987 | R | 13,433.511 | 33.51% | |||||||
I-21
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset High Yield Fund (continued) | ||||||||||
CAPITAL BANK & TRUST CO TTEE F BARTHOLOMEW HEALTH GROUP 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 4,689.617 | 11.70% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 17,005.645 | 42.42% | |||||||
| Western Asset Inflation Indexed Plus Bond Fund | ||||||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | A | 42,367.992 | 5.68% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | A | 51,418.804 | 6.90% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 233,713.219 | 31.35% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 169,765.699 | 22.78% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | C | 5,091.485 | 6.43% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 5,490.978 | 6.94% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 22,624.726 | 28.59% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 15,606.694 | 19.72% | |||||||
STEPHEN D ROTHSCHILD TRUSTEE FBO PROFIT SHARING PLAN OF CLOSURE SYST 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | C | 4,476.454 | 5.66% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 17,304.700 | 21.86% | |||||||
MG TRUST COMPANY CUST. FBO DOUG LEBRECHT PLUMBING & HEATING, I 717 17TH ST STE 1300, DENVER CO 80202-3304 | C1 | 1,982.611 | 27.41% | |||||||
VANGUARD BROKERAGE SERVICES A/C 6312-4343 PO BOX 1170, VALLEY FORGE PA 19482-1170 | C1 | 3,155.136 | 43.62% | |||||||
ROBERT W BAIRD & CO. INC. A/C 4338-2103 777 EAST WISCONSIN AVENUE, MILWAUKEE WI 53202-5391 | C1 | 1,992.238 | 27.55% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 27,457.241 | 63.97% | |||||||
TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | FI | 2,190.829 | 5.10% | |||||||
FIIOC FBO MARIPOSA 401K PLAN 100 MAGELLAN WAY, COVINGTON KY 41015-1987 | FI | 4,892.943 | 11.40% | |||||||
SUNTRUST BANK FBO CUSTOMERS 8515 E ORCHARD RD 2T2, GREENWOOD VLG CO 80111-5002 | FI | 4,584.962 | 10.68% | |||||||
MUTUAL FD OMNIBUS ONE PERSHING PLAZA JERSEY CITY NJ 07399-0001 | FI | 3,754.119 | 8.75% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 340,798.078 | 6.62% | |||||||
I-22
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Inflation Indexed Plus Bond Fund (continued) | ||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 3,777,792.614 | 73.37% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 3,080,406.011 | 9.57% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 5,469,079.852 | 17.00% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 10,826,388.677 | 33.65% | |||||||
STATE OF COLORADO COLLEGEINVEST PORTFOLIO 7 620 8TH AVE FL 49, NEW YORK NY 10018-1618 | IS | 8,409,908.310 | 26.14% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 31,203.149 | 79.48% | |||||||
| Western Asset Intermediate Bond Fund | ||||||||||
EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | A | 15,403.097 | 5.72% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 30,713.733 | 11.41% | |||||||
NATIONAL FINANCIAL SRVCS LLC FBO CUSTOMERS 200 LIBERTY STREET, ONE WORLD FINANCIAL CENTER, NEW YORKNY 10281-1003 | A | 13,530.015 | 5.02% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 125,626.915 | 46.65% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 33,570.055 | 28.19% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 26,348.900 | 22.13% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | C | 29,028.714 | 24.38% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 4,941,225.747 | 7.72% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 5,165,271.287 | 8.07% | |||||||
NATIONAL FINANCIAL SRVCS LLC FBO CUSTOMERS 200 LIBERTY STREET, ONE WORLD FINANCIAL CENTER, NEW YORKNY 10281-1003 | I | 19,640,584.454 | 30.69% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | I | 3,582,768.247 | 5.60% | |||||||
SAXON & CO. FBO 40400904099990 P.O. BOX 7780-1888, PHILADELPHIA PA 19182 | I | 10,843,843.691 | 16.95% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | I | 6,802,449.181 | 10.63% | |||||||
WESTERN MICHIGAN UNIVERSITY INVESTMENT & ENDOWMENT MANAGEMENT 1083 SEIBERT ADMINSTRATION BLDG, KALAMAZOO MI 49008 | IS | 1,981,913.979 | 5.93% | |||||||
SHEET METAL WORKERS INTERNATIONAL ASSOCIATION STRIKE FUND 1750 NEW YORK AVE NW STE 600, WASHINGTON DC 20006-5386 | IS | 2,439,207.358 | 7.29% | |||||||
I-23
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Intermediate Bond Fund (continued) | ||||||||||
LEGG MASON PARTNERS VARIABLE LIFESTYLE ALLOCATION 50% 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1550 | IS | 2,180,335.473 | 6.52% | |||||||
US BANK FBO PS&SI LOCAL #290 PO BOX 1787, MILWAUKEE WI 53201-1787 | IS | 3,090,198.179 | 9.24% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | IS | 7,844,628.238 | 23.46% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 6,265,892.849 | 18.74% | |||||||
STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | R | 16,841.702 | 36.32% | |||||||
MID ATLANTIC TRUST COMPANY FBO FFC ENTERPRISES LLC 401(K) PROFIT S 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | R | 13,544.195 | 29.21% | |||||||
DONALD KRAMER & JAMES SALER TTEE FB FST FDRL SVNGS & LN ASSOC 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 4,911.016 | 10.59% | |||||||
O AGUIRRE C CROSBY & M GRIBBLE TTE AGUIRRE & FIELDS LP 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 3,394.453 | 7.32% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 3,031.611 | 6.54% | |||||||
| Western Asset Macro Opportunities Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | A | 428,181.915 | 10.44% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 1,109,197.795 | 27.05% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 470,268.155 | 11.47% | |||||||
SEI PRIVATE TRUST COMPANY C/O BROTHERHOOD BANK ID 387 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | A | 232,881.573 | 5.68% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | A | 528,086.829 | 12.88% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 61,367.703 | 100.00% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | C | 616,166.646 | 24.27% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | C | 887,770.620 | 34.97% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | C | 488,234.203 | 19.23% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 344,389.350 | 8.99% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 3,355,844.488 | 87.63% | |||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | I | 12,581,898.429 | 11.06% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 14,834,371.838 | 13.04% | |||||||
I-24
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Macro Opportunities Fund (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | I | 21,113,257.322 | 18.56% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | I | 10,199,581.109 | 8.97% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | I | 28,159,978.257 | 24.76% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 1,832,641.770 | 8.22% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 1,721,267.018 | 7.72% | |||||||
SEI PRIVATE TRUST COMPANY C/O UNION BANK ID 797 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 3,008,785.431 | 13.49% | |||||||
SEI PRIVATE TRUST COMPANY C/O UNION BANK ID 797 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 2,016,307.945 | 9.04% | |||||||
SEI PRIVATE TRUST COMPANY C/O UNION BANK ID 797 ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | IS | 2,455,605.346 | 11.01% | |||||||
MARIL & CO FBO 98 C/O RELIANCE TRUST COMPANY(WI) 480 PILGRIM WAY, SUITE 1000, GREEN BAY, WI 54304-5280 | IS | 1,118,578.994 | 5.02% | |||||||
SEI PRIVATE TRUST COMPANY C/O ID 568 ONE FREEDOM VALLEY DRIVE, OAKS PA 19456 | IS | 1,315,299.485 | 5.90% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 5,005,019.746 | 22.44% | |||||||
| Western Asset Total Return Unconstrained Fund | ||||||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | A | 353,944.074 | 31.03% | |||||||
WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | A | 61,416.111 | 5.38% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 282,417.352 | 24.76% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 111,173.217 | 100.00% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | C | 880,134.938 | 66.49% | |||||||
AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | C | 67,491.431 | 5.10% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | FI | 526,740.395 | 13.81% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | FI | 919,265.454 | 24.10% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | FI | 2,175,462.977 | 57.03% | |||||||
RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | I | 69,746,891.572 | 63.47% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | I | 12,381,661.249 | 11.27% | |||||||
I-25
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| WESTERN ASSET FUNDS, INC. (continued) | ||||||||||
| Western Asset Total Return Unconstrained Fund (continued) | ||||||||||
SAXON & CO. FBO 40400904099990 P.O. BOX 7780-1888, PHILADELPHIA PA 19182 | I | 5,525,979.587 | 5.03% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | IS | 3,364,989.808 | 16.28% | |||||||
AMALGAMATED BANK CUST FBOAFL-CIO STAFF RET PLN 815 16TH ST NW 3RD FL, WASHINGTON DC 20006-4101 | IS | 4,030,041.499 | 19.50% | |||||||
NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | IS | 2,801,938.494 | 13.56% | |||||||
NABANK & CO. PO BOX 2180, TULSA OK 74101 | IS | 1,769,378.586 | 8.56% | |||||||
CAPINCO C/O US BANK NA 1555 N. RIVERCENTER DRIVE STE. 302, MILWAUKEE WI 53212 | IS | 2,176,830.362 | 10.53% | |||||||
CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | IS | 2,263,745.468 | 10.95% | |||||||
DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | R | 5,824.456 | 12.90% | |||||||
MICHELLE REYNOLDS & NICK PADFIELD T SCOTT BADER INC 401K PLAN 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 9,863.263 | 21.85% | |||||||
ACP LABCHEM INC TTEE FBO ACP LABCHEM INC 401K PLAN 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | R | 15,522.343 | 34.39% | |||||||
ASCENSUS TRUST COMPANY FBO KENNETH E MACKENZIE, ESQ, 401K 468235 P.O. BOX 10758, FARGO, ND 58106 | R | 4,209.788 | 9.33% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | R | 8,625.299 | 19.11% | |||||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST | ||||||||||
| Western Asset Institutional Government Reserves | ||||||||||
CITIBANK NA AS TRUSTEE FBO LLOYD’S 480 WASHINGTON BLVD FL 30, JERSEY CITY NJ 07310-2053 | L | 85,781,687.830 | 9.66% | |||||||
ABBVIE INC 1 NORTH WAUKEGAN RD, NORTH CHICAGO IL 60064-1802 | I | 501,030,800.600 | 5.06% | |||||||
WELLS FARGO BANK ACCOUNT FBO CUSTOMERS 550 S 4TH ST FL 13, MINNEAPOLIS MN 55415-1529 | I | 634,000,000.000 | 6.40% | |||||||
HARE & CO 111 SANDERS CREEK PKWY, EAST SYRACUSE NY 13057-1382 | I | 1,295,018,756.800 | 13.08% | |||||||
SMITH BARNEY PRIVATE TRUST COMPANY 1 COURT SQUARE FL 22, LONG ISLAND CITY NY 11120-0001 | I | 1,308,016,868.870 | 13.21% | |||||||
PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | I | 1,141,841,513.880 | 11.53% | |||||||
SILICON VALLEY BANK 3003 TASMAN DR, SANTA CLARA CA 95054-1191 | INV | 1,038,642,705.520 | 97.18% | |||||||
| Western Asset Institutional Liquid Reserves | ||||||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | Inst | 238,248,678.867 | 12.14% | |||||||
I-26
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST (continued) | ||||||||||
| Western Asset Institutional Liquid Reserves (continued) | ||||||||||
GS GLOBAL CASH SERVICES 71 S WACKER DR STE 500, CHICAGO IL 60606-4673 | Inst | 403,605,620.998 | 20.56% | |||||||
NORTONLIFELOCK INC 350 ELLIS ST, MOUNTAIN VIEW CA 94043-2202 | Inst | 116,625,899.246 | 5.94% | |||||||
WESTERN ASSET MANAGEMENT 385 E COLORADO BLVD, PASADENA CA 91101-1929 | Inst | 221,556,840.783 | 11.29% | |||||||
JPMS LLC - CHASE PROCESSING 28521 4 CHASE METROTECH CENTER 7THFL, BROOKLYN NY 11245-0003 | Inst | 99,870,168.781 | 5.09% | |||||||
SPECIAL CUSTODY AC FBO CUSTOMERS 71 S WACKER DR STE 500, CHICAGO IL 60606-4673 | Inst | 378,047,804.102 | 19.26% | |||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | INV | 13,805,639.267 | 100.00% | |||||||
| Western Asset Institutional U.S. Treasury Obligations Money Market Fund | ||||||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | ADM | 538,563,000.000 | 71.79% | |||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | ADM | 211,603,000.000 | 28.21% | |||||||
LEGG MASON INVESTOR SERVICES LLC 100 INTERNATIONAL DR, BALTIMORE MD 21202-4673 | Inst | 20,957,011.810 | 79.14% | |||||||
WESTERN ASSET MANAGEMENT 385 E COLORADO BLVD, PASADENA CA 91101-1929 | Inst | 4,084,745.510 | 15.42% | |||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | INV | 4,528,619.980 | 100.00% | |||||||
| Western Asset Institutional U.S. Treasury Reserves | ||||||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | Inst | 763,643,448.010 | 17.60% | |||||||
CITIBANK NA 1 COURT SQUARE, FL 22, LONG ISLAND NY 11120 | Inst | 984,863,464.040 | 22.70% | |||||||
HARE & CO 2 111 SANDERS CREEK PKWY, EAST SYRACUSE NY 13057-1382 | Inst | 359,823,292.570 | 8.29% | |||||||
SOUTHERN CALIFORNIA EDISON 2244 WALNUT GROVE AVE, ROSEMEAD CA 91770-3714 | Inst | 249,900,001.000 | 5.76% | |||||||
BOFA SECURITIES INC 150 N COLLEGE ST FL 3, CHARLOTTE NC 28255 | Inst | 262,973,722.120 | 6.06% | |||||||
SPECIAL CUSTODY AC FBO CUSTOMERS 71 S WACKER DR STE 500, CHICAGO IL 60606-4673 | Inst | 235,553,092.050 | 5.43% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | Inst | 326,728,178.700 | 7.53% | |||||||
SILICON VALLEY BANK 3003 TASMAN DR, SANTA CLARA CA 95054-1191 | INV | 2,537,548,378.790 | 95.40% | |||||||
| Western Asset Premier Institutional Government Reserves | ||||||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | CAPITAL | 100,513.010 | 100.00% | |||||||
I-27
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST (continued) | ||||||||||
| Western Asset Premier Institutional Government Reserves (continued) | ||||||||||
HARE & CO 2 111 SANDERS CREEK PKWY, EAST SYRACUSE NY 13057-1382 | PREMIUM | 710,155,987.400 | 99.99% | |||||||
| Western Asset Premier Institutional Liquid Reserves | ||||||||||
MINISTERIO DE HACIENDA Y CREDITO PUBLICO BOGOTA COLOMBIA | CAPITAL | 100,587.796 | 100.00% | |||||||
| Western Asset Premier Institutional U.S. Treasury Reserves | ||||||||||
LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | CAPITAL | 100,516.090 | 100.00% | |||||||
HARE & CO 2 111 SANDERS CREEK PKWY, EAST SYRACUSE NY 13057-1382 | PREMIUM | 126,712,463.620 | 99.92% | |||||||
| Western Asset Select Tax Free Reserves | ||||||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | INV | 7,037,104.750 | 100.00% | |||||||
MORGAN STANLEY DOMESTIC HOLDINGS INC 201 PLAZA TWO FL 3, JERSEY CITY NJ 07311 | SLCT | 243,935,525.010 | 89.90% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | SLCT | 26,005,814.740 | 9.58% | |||||||
| Western Asset SMASh Series C Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | N/A | 11,801,265.821 | 9.09% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N/A | 43,677,557.175 | 33.65% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | N/A | 57,549,969.281 | 44.34% | |||||||
| Western Asset SMASh Series EC Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | N/A | 31,886,742.888 | 12.24% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N/A | 86,287,990.948 | 33.13% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | N/A | 113,092,054.626 | 43.43% | |||||||
| Western Asset SMASh Series M Fund | ||||||||||
UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | N/A | 30,450,184.705 | 10.47% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N/A | 93,695,900.668 | 32.22% | |||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | N/A | 130,202,020.754 | 44.78% | |||||||
| Western Asset SMASh Series TF Fund | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N/A | 2,514,847.021 | 47.22% | |||||||
I-28
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS INSTITUTIONAL TRUST (continued) | ||||||||||
| Western Asset SMASh Series TF Fund (continued) | ||||||||||
MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | N/A | 2,796,436.369 | 52.51% | |||||||
| LEGG MASON PARTNERS MONEY MARKET TRUST | ||||||||||
| Western Asset Government Reserves | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | A | 132,383,570.190 | 13.44% | |||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 88,283,500.000 | 8.97% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 608,151,200.810 | 61.76% | |||||||
BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | A2 | 400,111,176.120 | 100.00% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | SVC | 254,170.480 | 100.00% | |||||||
| Western Asset New York Tax Free Money Market Fund | ||||||||||
ROBERT A ALESSI EMMA R ALESSI JT WROS 50 SHORE DR, PLANDOME NY 11030-1024 | N | 3,808,866.600 | 26.06% | |||||||
PERSHING LLC P.O. BOX 2052, JERSEY CITY NJ 07303-2052 | N | 1,008,611.030 | 6.90% | |||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 23,264,700.000 | 23.98% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 69,626,681.590 | 71.76% | |||||||
| Western Asset Prime Obligations Money Market Fund | ||||||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 176,753,500.000 | 72.33% | |||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 67,074,500.000 | 27.45% | |||||||
| Western Asset Tax Free Reserves | ||||||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 17,953,750.000 | 25.32% | |||||||
FIDUCIARY TRUST INTL REVENUE 280 PARK AVE FL 6TH, NEW YORK NY 10017-1274 | A | 23,012,000.000 | 32.46% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | A | 29,608,201.790 | �� | 41.76% | ||||||
ROBERT G DELAMATER C/O SULLIVAN & CROMWELL 125 BROAD ST, NEW YORK NY 10004-2400 | N | 736,088.000 | 8.55% | |||||||
ALICE L FRIEDLAND LAWRENCE N FRIEDLAND JT TEN 770 LEXINGTON AVE FL 18, NEW YORK NY 10065-8165 | N | 476,203.830 | 5.53% | |||||||
WILLIAM S ECKLAND ABBIE G ECKLAND JT TEN 7404 RADNOR RD, BETHESDA MD 20817-6161 | N | 1,284,650.620 | 14.92% | |||||||
STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | N | 477,174.910 | 5.54% | |||||||
I-29
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS MONEY MARKET TRUST (continued) | ||||||||||
| Western Asset Tax Free Reserves (continued) | ||||||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N | 4,746,135.750 | 55.13% | |||||||
| Western Asset U.S. Treasury Reserves | ||||||||||
CITIBANK NA 1 COURT SQUARE, FL 22, LONG ISLAND NY 11120 | N | 44,197,534.650 | 15.31% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N | 232,566,258.540 | 80.58% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | SVC | 791,797.250 | 100.00% | |||||||
| LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST | ||||||||||
| Western Asset Premium Liquid Reserves | ||||||||||
DONALD E HANDELMAN C/O MEYER HANDELMAN CO PO BOX 817, PURCHASE NY 10577-0817 | N/A | 1,038,369.709 | 7.75% | |||||||
MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | N/A | 3,823,635.232 | 28.55% | |||||||
PERSHING LLC P.O. BOX 2052, JERSEY CITY NJ 07303-2052 | N/A | 979,116.682 | 7.31% | |||||||
| Western Asset Premium U.S. Treasury Reserves | ||||||||||
CITIBANK NA 1 COURT SQUARE, FL 22, LONG ISLAND NY 11120 | N/A | 16,851,805.860 | 21.34% | |||||||
STEVEN M FRIEDMAN CHERYL S FRIEDMAN JT TEN C/O EOS PARTNERS LP 760 PARK AVE APT 12, NEW YORK NY 10021-4152 | N/A | 5,298,535.800 | 6.71% | |||||||
PERSHING LLC FBO CUSTOMERS 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | N/A | 49,466,165.810 | 62.65% | |||||||
| LEGG MASON PARTNERS VARIABLE INCOME TRUST | ||||||||||
| Western Asset Core Plus VIT Portfolio | ||||||||||
AXA EQUITABLE LIFE INSURANCE SA 65 1290 AVENUE OF THE AMERICAS, NEW YORK NY 10104-1472 | I | 1,296,403.379 | 10.51% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 9,180,020.071 | 74.43% | |||||||
NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | I | 1,184,005.711 | 9.60% | |||||||
MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | II | 12,145,198.727 | 57.95% | |||||||
OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | II | 7,382,110.225 | 35.22% | |||||||
NATIONAL SECURITY LIFE & ANNUITY CO FBO SEPARATE ACCOUNTS ONE FINANCIAL WAY, CINCINNATI OH 45242-5851 | II | 1,429,938.060 | 6.82% | |||||||
| Western Asset Variable Global High Yield Bond Portfolio | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 854,231.725 | 5.82% | |||||||
FIRST METLIFE INVESTORS INSURANCE COMPANY 18210 CRANE NEST DR, TAMPA FL 33647-2748 | I | 830,760.944 | 5.66% | |||||||
I-30
| Name and Address | Class | Shares Held | Percent of Class | |||||||
| OPEN-END FUNDS: (continued) | ||||||||||
| LEGG MASON PARTNERS VARIABLE INCOME TRUST (continued) | ||||||||||
| Western Asset Variable Global High Yield Bond Portfolio (continued) | ||||||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | I | 9,953,844.040 | 67.79% | |||||||
TIAA-CREF LIFE SEPARATE ACCOUNTVA-1 8500 ANDREW CARNEGIE BLVD E2/N5, CHARLOTTE NC 28262-8500 | I | 2,006,063.231 | 13.66% | |||||||
LINCOLN BENEFIT LIFE 2940 S 84TH ST, LINCOLN NE 68506-4154 | II | 524,703.527 | 9.15% | |||||||
RIVERSOURCE LIFE INSURANCE CO 10468 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS MN 55474-0001 | II | 1,383,136.941 | 24.12% | |||||||
NATIONWIDE LIFE INSURANCE COMPANY P.O. BOX 182029, COLUMBUS OH 43218-2029 | II | 871,424.119 | 15.19% | |||||||
METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | II | 1,926,813.697 | 33.60% | |||||||
SECURITY BENEFIT LIFE INSURANCE CO. ONE SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000 | II | 311,779.724 | 5.44% | |||||||
Western Asset Investment Grade Income Fund Inc. (PAI) and Western Asset Premier Bond Fund (WEA)
At March 18, 2020, to the knowledge of management, the registered stockholders owned of record or owned beneficially more than 5% of each Fund’s capital stock outstanding is noted in the tables below. This information is based solely upon the information obtained from Schedule 13Gs and/or Schedule 13Ds filed with the U.S. Securities and Exchange Commission.
Western Asset Investment Grade Income Fund (PAI)
As of the close of business on March 18, 2020, Cede & Co., a nominee for participants in the Depository Trust Company, held of record 9,113,888 shares, equal to approximately 95.90% of the Fund’s outstanding shares, including the shares shown below.
| Class of Shares Owned | Percentage of Shares Owned | Shares Held | Name | Address | ||||||||
Common Stock | 19.25 | % | 1,828,906 | First Trust Advisors L.P. and its affiliates | 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | |||||||
Western Asset Premier Bond Fund (WEA)
As of the close of business on March 18, 2020, Cede & Co., a nominee for participants in the Depository Trust Company, held of record 11,884,923 shares, equal to approximately 99.97% of the Fund’s outstanding shares, including the shares shown below.
| Class of Shares Owned | Percentage of Shares Owned | Shares Held | Name | Address | ||||||||
Common Stock | 9.34 | % | 1,112,189 | 1607 Capital Partners, LLC | 13 S. 13th Street, Suite 400, Richmond, VA 23219 | |||||||
Common Stock | 21.55 | % | 2,565,738 | First Trust Advisors L.P. and affiliates | 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | |||||||
I-31
Comparison of Current Management Agreement and New Management Agreement1
FOR ALL FUNDS EXCEPT THOSE IDENTIFIED IN APPENDIXJ-3 –J-6
| Investment Management Services | Investment Management Services | |
The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Manager shall determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. | Same | |
1 There may be minor,non-substantive variations among the agreements for certain Funds.
J-1-1
| Brokerage Transactions | Brokerage Transactions | |
| The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | Same | |
| Additional Services | Additional Services | |
| The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | Same | |
J-1-2
| Authority to Execute Documents | Authority to Execute Documents | |
| The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement. | Same | |
| Administrative and Management Services | Administrative and Management Services | |
| Subject to the direction and control of the Board, the Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. | Same | |
| Information to Be Provided by the Fund | Information to Be Provided by the Fund | |
| The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. | Same | |
J-1-3
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
| The Manager, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to the Manager. | Same | |
| Transactions with Affiliates | Transactions with Affiliates | |
| The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers. | Same | |
| Delegation of Duties | Delegation of Duties | |
| Subject to the Board’s approval, the Manager or the Fund may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. | Same | |
J-1-4
| Expenses | Expenses | |
The Manager, at its expense, shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund.
The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.
| Same | |
J-1-5
| Recordkeeping Obligations | Recordkeeping Obligations | |
| The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained byRule 31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | Same | |
| Board Members and Officers | Board Members and Officers | |
The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected.
No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff. | Same | |
| Fees | Fees | |
As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the
| Same | |
J-1-6
| Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. [The Fund shall not pay the Manager any fee hereunder. The Manager acknowledges and agrees that the Fund is an integral part of separately managed account programs, and that the Manager will be compensated directly or indirectly by separately managed account sponsors or separately managed account program participants for services rendered hereunder. The Manager acknowledges and agrees that such compensation is sufficient consideration hereunder.]2 [The Fund shall not pay the Manager any fee hereunder. The Manager acknowledges and agrees that each investor in the Fund has entered into arrangements though which the Manager and/or its affiliates will be compensated directly or indirectly by such investor or by sponsors of separately managed programs that invest through such investor, for management and/or advisory services rendered to that investor. The Manager acknowledges and agrees that such compensation is sufficient consideration hereunder.]3 |
2 Bracketed text is used in lieu of the text in Section 7 for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund, Western Asset SMASh Series M Fund, and Western Asset SMASh Series TF Fund.
3 Bracketed text is used in lieu of the text in Section 7 for U.S. Treasury Obligations Portfolio.
J-1-7
| Limitation of Liability of Manager | Limitation of Liability of Manager | |
| The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this provision, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates. | Same | |
| Other Activities | Other Activities | |
| Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | Same | |
| Allocation of Investment Opportunities | Allocation of Investment Opportunities | |
| If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time. | Same | |
J-1-8
| Certain Defined Terms | Certain Defined Terms | |
| For the purposes of this Agreement, [the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and]4 the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | Same | |
| Term of Agreement | Term of Agreement | |
| This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and by the shareholders of the Fund]5 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until [date]. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually [(i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]6. | Same | |
| Termination | Termination | |
| This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment. | Same | |
4 Bracketed text is not included for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund and Western Asset SMASh Series M Fund.
5 Bracketed text is used for Western Asset SMASh Series TF Fund, Western Asset Prime Obligations Money Market Fund, Western Asset Premier Institutional Government Reserves, Western Asset Premier Institutional Liquid Reserves, and Western Asset Premier Institutional U.S. Treasury Reserves (the “More Recent Funds”).
6 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
J-1-9
| Limitation of Recourse | Limitation of Recourse | |
| The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. | Same | |
| Amendments; Entire Agreement; Severability | Amendments; Entire Agreement; Severability | |
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved[, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]7.
This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]8 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and permitted assigns]9. | ||
| No Third-Party Beneficiaries | No Third-Party Beneficiaries | |
| [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.]10. | Same | |
7 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
8 Bracketed text is used for the More Recent Funds.
9 Bracketed text is used for the More Recent Funds.
10. Bracketed text is used for the More Recent Funds.
J-1-10
| Governing Law; Jurisdiction | Governing Law; Jurisdiction | |
| This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.]11 | Same | |
| Force Majeure | Force Majeure | |
| Subject to the proviso above, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]12 | Same | |
11 Bracketed text is used for the More Recent Funds.
12 Bracketed text is used for the More Recent Funds.
J-1-11
Form of New Management Agreement1
FOR ALL FUNDS EXCEPT THOSE IDENTIFIED IN APPENDIXJ-3 – J6
---
MANAGEMENT AGREEMENT
This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Trust] (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).]
WHEREAS, the Trust is a [type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Manager is engaged primarily in rendering investment advisory, management and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”); and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Manager shall determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided
1 In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds.
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deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board.
(b) Subject to the direction and control of the Board, the Manager shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions.
(c) The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted
by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers.
4. Subject to the Board’s approval, the Manager or the Fund may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder,
J-2-2
on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act.
5. (a) The Manager, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to the Manager and shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected.
(b) The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.
6. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full
J-2-3
payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. [The Fund shall not pay the Manager any fee hereunder. The Manager acknowledges and agrees that the Fund is an integral part of separately managed account programs, and that the Manager will be compensated directly or indirectly by separately managed account sponsors or separately managed account program participants for services rendered hereunder. The Manager acknowledges and agrees that such compensation is sufficient consideration hereunder.]2 [The Fund shall not pay the Manager any fee hereunder. The Manager acknowledges and agrees that each investor in the Fund has entered into arrangements though which the Manager and/or its affiliates will be compensated directly or indirectly by such investor or by sponsors of separately managed programs that invest through such investor, for management and/or advisory services rendered to that investor. The Manager acknowledges and agrees that such compensation is sufficient consideration hereunder.]3
8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time.
10. For the purposes of this Agreement, [the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information have the meaning given to it on Schedule A and]4 the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.
11. This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and by the shareholders of the Fund]5 in accordance with the requirements of the 1940 Act and, unless sooner terminated as
2 Bracketed text is used in lieu of the text in Section 7 for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund, Western Asset SMASh Series M Fund, and Western Asset SMASh Series TF Fund.
3 Bracketed text is used in lieu of the text in Section 7 for U.S. Treasury Obligations Portfolio.
4 Bracketed text is not included for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund and Western Asset SMASh Series M Fund
5Bracketed text is used for Western Asset SMASh Series TF Fund, Western Asset Prime Obligations Money Market Fund, Western Asset Premier Institutional Government Reserves, Western Asset Premier Institutional Liquid Reserves, Western Asset Premier Institutional U.S. Treasury Reserves (the “More Recent Funds”).
J-2-4
provided herein, will continue in effect until [date]. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually [(i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]6.
12. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment.
13. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved[, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]7.
14. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]8 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and permitted assigns]9.
15. [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.]10
16. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.]11
6Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
7Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
8 Bracketed text is used for the More Recent Funds.
9 Bracketed text is used for the More Recent Funds.
10 Bracketed text is used for the More Recent Funds.
11 Bracketed text is used for the More Recent Funds.
J-2-5
[17. Subject to the proviso of the first sentence of Section 8 of this Agreement, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]12
[signature page to follow]
12 Bracketed text is used for the More Recent Funds.
J-2-6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
| [NAME OF TRUST] | ||
| By: |
| |
| Name: | ||
| Title: | ||
| LEGG MASON PARTNERS FUND ADVISOR, LLC | ||
| By: |
| |
| Name: | ||
| Title: | ||
J-2-7
Schedule A
[Name of Fund]
Date:
[Date]
Fee:
[Description of fee]
J-2-8
Comparison of Current Management Agreement and New Management Agreement1
| WESTERN ASSET FUNDS, INC. WESTERN ASSET PREMIER BOND FUND | ||
| Investment Management Services | Investment Management Services | |
The Trust/Corporation hereby appoints [manager] as Manager of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
Subject to the supervision of the Trust/Corporation’s Board of Trustees/Directors (the “Directors”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies and restrictions. The Manager shall determine from time to time what securities or other property will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Trust/Corporation’s [Agreement and Declaration of Trust/ Articles of Incorporation] andBy-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, as each of the foregoing may be amended from time to time. | Same | |
| Brokerage Transactions | Brokerage Transactions | |
| The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker, dealer or futures commission merchant (collectively, a “broker”). In the selection of brokers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it | Same | |
1 There may be minor,non-substantive variations among the agreements for certain Funds.
J-3-1
| deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Directors may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust/Corporation to pay, on behalf of the Fund, a broker that provides brokerage and research services to the Manager or any affiliated person of the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion. |
| |
| Additional Services | Additional Services | |
| The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and shall perform such other functions of management and supervision, as may be directed by the Directors. | Same | |
| Information to Be Provided by the Fund | Information to Be Provided by the Fund | |
| The Fund shall at all times keep the Manager fully informed with regard to the securities and other property owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. | Same | |
J-3-2
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
| The Manager, at its expense, shall supply the Board of Trustees/Directors and officers of the Trust/Corporation with all statistical information and reports reasonably required by them and reasonably available to the Manager. | Same | |
| Transactions with Affiliates | Transactions with Affiliates | |
| The Trust/Corporation hereby agrees with the Manager and with any investment adviser appointed pursuant to the provisions below (an “Investment Adviser”) that any entity or person associated with the Manager or Investment Adviser (or with any affiliated person of the Manager or Investment Adviser) which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, andRule 11a2-2(T) thereunder, and the Trust/Corporation hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv) or otherwise. | Same | |
| Delegation of Duties | Delegation of Duties | |
The Manager may enter into a contract (“Investment Advisory Agreement”) with one or more investment advisers in which the Manager delegates to such investment adviser or investment advisers any or all of its duties specified in this Agreement. Such Investment Advisory Agreement must meet all requirements of the 1940 Act and the rules and regulations thereunder.
The Manager may enter into a contract with one or more other parties in which the Manager delegates to such party or parties any or all of the duties specified in this provision. | Same | |
| Expenses | Expenses | |
The Manager, at its expense, shall furnish the Trust/Corporation and the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Trust/Corporation and the Fund.
Other than as herein specifically indicated, the Manager shall not be responsible for the expenses of the Trust/Corporation or any series of the | Same | |
J-3-3
| Trust/Corporation, including the Fund. Specifically (but without limitation), the Manager will not be responsible, except to the extent of the reasonable compensation of employees of the Trust/Corporation and the Fund whose services may be used by the Manager hereunder, for any of the following expenses of the Fund, which expenses shall be borne by the Fund: advisory fees; distribution fees; interest; taxes; governmental fees; fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; the cost (including brokerage commissions or charges, if any) of securities or other property purchased or sold by the Fund and any losses in connection therewith; fees of custodians, transfer agents, registrars, administrators or other agents; legal expenses; expenses of preparing share certificates; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying shares of the Fund for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund shareholders; costs of stationery; costs of shareholders’ and other meetings of the Fund; Directors’ fees; audit fees; travel expenses of officers, Directors and employees of the Trust/Corporation, if any; and the Trust/Corporation’s pro rata portion of premiums on any fidelity bond and other insurance covering the Trust/Corporation and/or its officers and Directors. | ||
| Recordkeeping Obligations | Recordkeeping Obligations | |
| The Manager shall oversee the maintenance of all books and records with respect to the Fund’s portfolio transactions and the keeping of the Trust/Corporation’s and the Fund’s books of account in accordance with all applicable federal and state laws and regulations and shall perform such other administrative, bookkeeping or clerical duties as may be agreed upon by the parties. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records which it maintains for the Trust/Corporation or the Fund are the property of the Trust/Corporation, and further agrees to surrender promptly to the Trust/Corporation or its agents any of such records upon the Trust/Corporation’s request. The Manager further agrees to arrange for the preservation of the records required to | Same | |
J-3-4
| be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | ||
| Board Members and Officers | Board Members and Officers | |
The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Directors or officers of the Corporation, to serve in the capacities in which they are elected.
No Director, officer or employee of the Trust/Corporation or Fund shall receive from the Trust/Corporation any salary or other compensation as such Director, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager. This provision shall not apply to Directors, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff. | Same | |
| Fees | Fees | |
| [As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate of [ ] of average daily net assets of the Fund. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be based on that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Trustees/Directors of the Trust/Corporation. Each such payment shall be | Same | |
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| accompanied by a report prepared either by the Fund or by a reputable firm of independent accountants, which shall show the amount properly payable to the Manager under this Agreement and the detailed computation thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust/Corporation, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund’s expenses to the extent required by such expense limitation.]2 [As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Trust shall pay the Manager a monthly fee in arrears at an annual rate equal to [ ]% of the average weekly value of the Trust’s Total Managed Assets. “Total Managed Assets” means the total assets of the Trust (including any assets attributable to leverage) minus the sum of accrued liabilities (other than liabilities representing leverage). The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. For purposes of this Agreement the Total Managed Assets of the Trust shall be calculated pursuant to procedures adopted by the Trustees of the Trust for calculating the value of the Trust’s assets or delegating such calculations to third parties, in the event that the expenses of the Trust exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Trust, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Trust’s expenses to the extent required by such expense limitation.]3 |
2 Western Asset Funds, Inc. only.
3 Bracketed text is used in lieu of the preceding text in Section 7 for Western Asset Premier Bond Fund.
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| Limitation of Liability of Manager | Limitation of Liability of Manager | |
| In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. | Same | |
| Other Activities | Other Activities | |
| Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Director, officer, or employee of the Trust/Corporation or the Fund to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, or limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other corporation, firm, individual or association. | Same | |
| Certain Defined Terms | Certain Defined Terms | |
| As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions and interpretations as may be granted by the Securities and Exchange Commission by any rule, regulation or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. | Same | |
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| Term of Agreement | Term of Agreement | |
This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth below) until terminated as follows:
(a) Either party hereto may at any time terminate this Agreement by [not more than]4 sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Directors or the shareholders of the Fund by the vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the Directors who are not interested persons of the Trust/Corporation or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.
Action by the Trust/Corporation under this provision may be taken either (i) by vote of a majority of the Directors, or (ii) by the vote of a majority of the outstanding voting securities of the Fund. | Same | |
| Termination | Termination | |
| This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust/Corporation without the consent of the Manager. Any termination of this Agreement pursuant to this Agreement shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding | Same | |
4 Bracketed text is included for Western Asset Core Bond Fund, Western Asset Core Plus Bond Fund, Western Asset High Yield Fund, Western Asset Inflation Index Plus Bond Fund and Western Asset Intermediate Bond Fund.
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voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors who are not interested persons of the Trust/Corporation or of the Manager.
In the event this Agreement is terminated by either party or upon written notice from the Manager at any time, the Trust/Corporation hereby agrees that it will eliminate from its corporate name any reference to the name of “Western.” The Trust/Corporation shall have thenon-exclusive use of the name “Western” in whole or in part only so long as this Agreement is effective or until such notice is given. | ||
| Limitation of Recourse | Limitation of Recourse | |
| The Manager agrees that for services rendered to the Fund, or indemnity due in connection with service to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other series of the Trust/Corporation. | Same | |
| Entire Agreement; Severability; Miscellaneous | Amendments; Entire Agreement; Severability | |
[This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.
A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been executed on behalf of the Trust by an officer of the Trust as an officer and not individually and the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Trust.]5 | Same | |
5 Bracketed text is included for Western Asset Premier Bond Fund.
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Form of New Management Agreement1
| WESTERN ASSET FUNDS, INC. FUNDS WESTERN ASSET PREMIER BOND FUND | ||
---
INVESTMENT MANAGEMENT AGREEMENT
INVESTMENT MANAGEMENT AGREEMENT, made this [ ] day of [ ], [ ], by and between [ ], a [state/country of domicile trust/corporation] [ ], on behalf of [ ] (the “Fund”), and [manager], a [state/country of domicile trust/corporation] (the “Manager”).
WHEREAS, the Trust/Corporation is registered as [type of management investment company] under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trust/Corporation wishes to retain the Manager to provide certain investment advisory, management and administrative services to the Fund; and
WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. The Trust/Corporation hereby appoints [manager] as Manager of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with regard to the securities and other property owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust/Corporation’s Board of Trustees/Directors (the “Directors”), the Manager shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies and restrictions. The Manager shall determine from time to time what securities or other property will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Trust/Corporation’s Agreement and Declaration of Trust/Articles of Incorporation andBy-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund, as each of the foregoing may be amended from time to time. The Manager will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker, dealer or futures commission merchant (collectively, a “broker”). In the selection of brokers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Directors may determine, the Manager shall not be
1 There may be minor,non-substantive variations among the agreements for certain Funds.
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deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Trust/Corporation to pay, on behalf of the Fund, a broker that provides brokerage and research services to the Manager or any affiliated person of the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager and any affiliated person of the Manager as to which the Manager or any affiliated person of the Manager exercises investment discretion. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and shall perform such other functions of management and supervision, as may be directed by the Directors.
(b) The Trust/Corporation hereby agrees with the Manager and with any investment adviser appointed pursuant to Paragraph 4 below (an “Investment Adviser”) that any entity or person associated with the Manager or Investment Adviser (or with any affiliated person of the Manager or Investment Adviser) which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule11a2-2(T) thereunder, and the Trust/Corporation hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv) or otherwise.
4. The Manager may enter into a contract (“Investment Advisory Agreement”) with one or more investment advisers in which the Manager delegates to such investment adviser or investment advisers any or all of its duties specified in Paragraph 3 hereunder. Such Investment Advisory Agreement must meet all requirements of the 1940 Act and the rules and regulations thereunder.
5. (a) The Manager, at its expense, shall supply the Board of Trustees/Directors and officers of the Trust/Corporation with all statistical information and reports reasonably required by them and reasonably available to the Manager and shall furnish the Trust/Corporation and the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Trust/Corporation and the Fund. The Manager shall oversee the maintenance of all books and records with respect to the Fund’s portfolio transactions and the keeping of the Trust/Corporation’s and the Fund’s books of account in accordance with all applicable federal and state laws and regulations and shall perform such other administrative, bookkeeping or clerical duties as may be agreed upon by the parties. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records which it maintains for the Trust/Corporation or the Fund are the property of the Trust/Corporation, and further agrees to surrender promptly to the Trust/Corporation or its agents any of such records upon the Trust/Corporation’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Directors or officers of the Trust/Corporation, to serve in the capacities in which they are elected. The Manager may enter into a contract with one or more other parties in which the Manager delegates to such party or parties any or all of the duties specified in this Paragraph 5(a).
(b) Other than as herein specifically indicated, the Manager shall not be responsible for the expenses of the Trust/Corporation or any series of the Trust/Corporation, including the Fund. Specifically (but without limitation), the Manager will not be responsible, except to the extent of the reasonable compensation of employees of the Trust/Corporation and the Fund whose services may be used by the Manager hereunder, for any of the following expenses of the Fund, which expenses shall be borne by the Fund: advisory fees; distribution fees; interest; taxes; governmental fees; fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; the cost (including brokerage commissions or charges, if any) of securities or other property purchased or sold by the Fund and any losses in connection therewith; fees of custodians, transfer agents, registrars, administrators or other agents; legal expenses; expenses of preparing share certificates; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying shares of the Fund for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses, reports, notices and dividends to Fund shareholders; costs of
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stationery; costs of shareholders’ and other meetings of the Fund; Directors’ fees; audit fees; travel expenses of officers, Directors and employees of the Trust/Corporation, if any; and the Trust/Corporation’s pro rata portion of premiums on any fidelity bond and other insurance covering the Trust/Corporation and/or its officers and Directors.
6. No Director, officer or employee of the Trust/Corporation or Fund shall receive from the Trust/Corporation any salary or other compensation as such Director, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager. This Paragraph 6 shall not apply to Directors, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.
7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate of [ ]% of average daily net assets of the Fund. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be based on that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Trustees/Directors of the Trust/Corporation. Each such payment shall be accompanied by a report prepared either by the Fund or by a reputable firm of independent accountants, which shall show the amount properly payable to the Manager under this Agreement and the detailed computation thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Trust/Corporation, voluntarily declare to be effective with respect to the Fund, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Fund’s expenses to the extent required by such expense limitation. [As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants, investment advisers or other parties retained by the Manager, the Trust shall pay the Manager a monthly fee in arrears at an annual rate equal to [ ]% of the average weekly value of the Trust’s Total Managed Assets. “Total Managed Assets” means the total assets of the Trust (including any assets attributable to leverage) minus the sum of accrued liabilities (other than liabilities representing leverage). [The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. For purposes of this Agreement [the Total Managed Assets] of the Trust shall be calculated pursuant to procedures adopted by the Trustees of the Trust for calculating the value of the Trust’s assets or delegating such calculations to third parties. In the event that the expenses of the Trust exceed any expense limitation which the Manager may, by written notice to the Trust, voluntarily declare to be effective with respect to the Trust, subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager shall be reduced, and, if necessary, the Manager shall bear the Trust’s expenses to the extent required by such expense limitation.]2
8. In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder.
2 Bracketed text is used in lieu of the preceding text in Section 7 for Western Asset Premier Bond Fund.
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9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Director, officer, or employee of the Trust/Corporation or the Fund to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, or limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other corporation, firm, individual or association.
10. As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions and interpretations as may be granted by the Securities and Exchange Commission by any rule, regulation or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
11. This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Paragraph 12 below) until terminated as follows:
(a) Either party hereto may at any time terminate this Agreement by [not more than]3 sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Directors or the shareholders of the Fund by the vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the Directors who are not interested persons of the Trust/Corporation or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.
Action by the Trust/Corporation under paragraph (a) of this Paragraph 11 may be taken either (i) by vote of a majority of the Directors, or (ii) by the vote of a majority of the outstanding voting securities of the Fund.
12. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust/Corporation without the consent of the Manager. Any termination of this Agreement pursuant to Paragraph 11 shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff), and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors who are not interested persons of the Trust/Corporation or of the Manager.
13. In the event this Agreement is terminated by either party or upon written notice from the Manager at any time, the Trust/Corporation hereby agrees that it will eliminate from its corporate name any reference to the name of “Western.” The Trust/Corporation shall have thenon-exclusive use of the name “Western” in whole or in part only so long as this Agreement is effective or until such notice is given.
14. [The Manager agrees that for services rendered to the Fund, or indemnity due in connection with service to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the
3 Bracketed text is included for Western Asset Premier Bond Fund, Western Asset Core Bond Fund, Western Asset Core Plus Bond Fund, Western Asset High Yield Fund, Western Asset Inflation Index Plus Bond Fund and Western Asset Intermediate Bond Fund.
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assets of any other series of the Corporation.]4 [This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.]5
[15. A copy of the Trust’s Agreement and Declaration of Trust, as amended, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been executed on behalf of the Trust by an officer of the Trust as an officer and not individually and the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Trust.]6
4 Bracketed text for Western Asset Funds, Inc. only.
5 Bracketed text is used in lieu of the preceding text in Section 14 for Western Asset Premier Bond Fund.
6 Bracketed text is included for Western Asset Premier Bond Fund.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
| Attest: | [ ] | |||||
| By: | By: | |||||
Name: | ||||||
Title: | ||||||
| Attest: | [ ] | |||||
| By: | BY: | |||||
Name: | ||||||
Title: | ||||||
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Comparison of Current Management Agreement and New Management Agreement1
WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.
| Investment Management Services | Investment Management Services | |
The Company hereby retains the Adviser, and the Adviser hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to afford to the Company the advice and assistance of the Adviser’s organization in the choice of investments; to provide the Company with an investment program which complies, in the Adviser’s best judgement, with the investment objectives, policies and restrictions of the Company; and to determine the portfolio securities to be purchased and sold by the Company; provided that the investment policies and all other action of the Company shall at all times be subject to the control and direction of its Board of Directors.
The Adviser covenants and agrees that in acting on behalf of the Company pursuant to this Agreement, it shall at all times be governed by the Company’s investment objectives and policies as set forth in the various documents filed by the Company with the Securities and Exchange Commission (the “Commission”) as such documents may from time to time be amended (whether or not such amendments are filed with the Commission). The Company agrees to supply the Adviser with copies of all documents filed with the Commission, together with any amendments thereto (whether or not such are filed with the Commission). | Same | |
| Brokerage Transactions | Brokerage Transactions | |
| The Adviser shall provide adequate facilities and qualified personnel for the placement with broker-dealers of orders for the purchase, or other acquisition, and sale, or other disposition, of portfolio securities for the Company. With respect to such transactions, the Adviser, subject to such directions as may be furnished from time to time by the Board of Directors of the Company, shall endeavor to obtain the most favorable prices consistent with the best available execution. The Company agrees that, so long as the Adviser believes it is obtaining the best available price and execution, portfolio transactions | Same | |
1 The management agreement for Western Asset Investment Grade Income Fund Inc. is titled “Investment Advisory Agreement.”
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| may be placed with broker-dealers furnishing to the Adviser research, statistical information or other services which the Adviser deems valuable in performing its duties to the Company hereunder. However, in selecting broker-dealers the Adviser shall give no recognition to the fact that a broker-dealer transacts or does not transact other business with it or any of its affiliated companies. The Adviser shall not be precluded from placing portfolio transactions with broker-dealers who participated as underwriters or selected dealers in the public offering of the Company’s securities as a result of such participation, nor with any of the Adviser’s affiliated companies so long as the provisions of this Agreement are otherwise followed. | ||
| Additional Services | Additional Services | |
| The Adviser shall perform such other services as are reasonably incidental to the foregoing duties. | Same | |
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
| The Adviser shall provide such other information as is reasonably incidental to the foregoing duties. | Same | |
| Expenses | Expenses | |
| The Company shall pay, or cause to be paid, all costs and expenses incurred in connection with its organization and any offer or sale by it of its securities. The Company will pay all other costs and expenses of its operations, including fees of its directors who are not nominated and elected pursuant to this Agreement hereof, legal fees, expenses of independent accountants, costs of acquiring and disposing of portfolio securities, taxes, interest, stock exchange listing fees and expenses, costs of the Company’s Automatic Dividend Investment Plan to the extent such costs are to be borne by the Company, and fees and expenses of the Company’s transfer agents, registrars, custodian and dividend disbursing agent; provided, however, that if the expenses of the Company (including the Advisory Fee but excluding interest, taxes, brokerage fees, expenses of any offering by the Company of its securities and extraordinary expenses beyond the control of the Company) in any fiscal year exceed 1 1/2% of the Company’s average annual net assets up to $30,000,000 and 1% of its average annual net assets | Same | |
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| over $30,000,000, the Adviser shall reimburse the Company the amount of such excess within fifteen (15) days after delivery by the independent accountants of the Company of the Company’s audited financial statements for such fiscal year. | ||
| Recordkeeping Obligations | Recordkeeping Obligations | |
The Adviser shall keep the books and financial records of the Company and shall maintain a continuous record of all investments made by the Company and of all securities and other assets which comprise the Company’s portfolio and shall furnish to the Company a resume of such portfolio at such times as the Company may reasonably prescribe.
The Adviser hereby acknowledges that all records necessary in the operation of the Company, including records pertaining to the Company’s shareholders and investments, are the sole and exclusive property of the Company, and in the event that a transfer of management or investment advisory services to someone other than the Adviser should ever occur, the Adviser will promptly, and at its own cost, take all steps necessary to segregate such records and deliver them to the Company. | Same | |
| Board Members and Officers | Board Members and Officers | |
| The Adviser shall use its best efforts to arrange, if requested by the Company, for officers or employees of or special consultants to the Adviser, or any of its affiliated companies to serve without compensation from the Company as directors or officers of the Company, if duly elected to such positions by the shareholders or directors of the Company. | Same | |
| Fees | Fees | |
| The Company covenants and agrees to pay to the Adviser, and the Adviser covenants and agrees to accept from the Company, as full compensation for all investment advice and other services furnished by the Adviser hereunder, and for all expenses paid or reimbursed by the Adviser pursuant to Part Four hereof, a monthly fee at an annual rate of [ ] of the average monthly net asset value of the Company (the “Advisory Fee”). The Advisory Fee shall be computed as of the close of business on the last day of each month, and shall be prorated for any fraction of a month at the commencement or termination of this | Same | |
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Agreement. The Advisory Fee provided for hereunder shall be paid in cash by the Company to the Adviser within ten (10) business days after the last day of each month.
Net asset value of the Company for purposes of computing the Advisory Fee will be determined as of the close of trading on the last business day in each month on which the New York Stock Exchange is open, and will be computed pursuant to the provisions of the Company’s Bylaws. | ||
| Limitation of Liability of Manager | Limitation of Liability of Manager | |
| The Adviser shall have no liability to the Company or any shareholder of the Company for any error of judgement, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by the Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith or gross negligence on the Adviser’s part or from reckless disregard by the Adviser of its obligations and duties under this Agreement. | Same | |
| Other Activities | Other Activities | |
| Nothing contained in this Agreement shall be deemed to prohibit the Adviser from acting, and being separately compensated for acting, in one or more capacities for or on behalf of the Company. Whenever the Adviser shall act in multiple capacities for or on behalf of the Company, the Adviser shall maintain appropriate separate accounts and records for each such capacity. The Company understands that the Adviser or its parent, or such parent’s subsidiaries or affiliates, may act in one or more capacities on behalf of other investment companies and customers and the Company consents thereto. While information and recommendations supplied to the Company shall, in the Adviser’s judgement, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied to other investment companies and customers. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given to any other investment company or customer. | Same | |
J-5-4
| Certain Defined Terms | Certain Defined Terms | |
“The period of this Agreement” means the term of this Agreement and any renewal or extension thereof, or until any prior termination thereof.
The “1940 Act” means the Investment Company Act of 1940, as amended.
The “vote of the majority of the outstanding voting securities” of the Company means the vote at an annual or special meeting of shareholders of the lesser of (i) sixty-seven percent (67%) or more of the Company’s outstanding voting securities present at such meeting, if the holders of more than fifty percent (50%) of the Company’s outstanding voting securities are present or represented by proxy, or (ii) more than fifty percent (50%) of the Company’s outstanding voting securities. The terms “interested person”, “affiliated person” and “assignment” have the meanings contained in the 1940 Act. | Same | |
| Term of Agreement | Term of Agreement | |
| This Agreement shall become effective upon its execution and delivery and continue in force from year to year thereafter, subject to prior termination as provided herein, but only so long as its continuance shall be specifically approved at least annually (i) by the Board or by a vote of the majority of the outstanding voting securities of the Company, and (ii) by the vote of a majority of the directors who are not parties to this Agreement or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval. | Same | |
| Termination | Termination | |
This Agreement may be terminated by either the Company or the Adviser at any time by giving the other party sixty (60) days’ written notice of such intention to terminate; provided that any such termination shall be made without the payment of any penalty, and provided further that such termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Company.
This Agreement shall terminate in the event of its “assignment.” | Same | |
J-5-5
| Miscellaneous | Miscellaneous | |
No provision of this Agreement may be amended, waived or terminated except by an instrument in writing signed by the parties hereto.
The Company and the Adviser are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. The Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Company.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such notice at such address as such other party may designate in writing mailed for receipt of such notice.
Neither this Agreement nor any transaction made pursuant hereto shall be invalidated or in any way affected by the fact that directors, officers, agents and/or shareholders of the Company are or may be interested in the Adviser, or any successor or assignee thereof, as directors, officers, shareholders or otherwise; that directors, officers, shareholders or agents of the Adviser are or may be interested in the Company as directors, officers, shareholders or otherwise; or that the Adviser, or any successor or assignee, is or may be interested in the Company as shareholders or otherwise.
This Agreement shall be subject to all applicable provision of law, including, without limitation, the applicable provisions of the 1940 Act. To the extent that any provisions herein contained conflict with any applicable provisions of law, the latter shall control.
This Agreement is executed and delivered in the State of California and shall be construed in accordance with the laws and decisions of said State.
The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. | Same | |
J-5-6
Form of New Management Agreement
WESTERN ASSET INVESTMENT GRADE INCOME FUND, INC.
---
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this [ ] day of [ ], [ ] by and between WESTERN ASSET INVESTMENT GRADE INCOME FUND, INC., a Delaware Corporation (the “Company”), and WESTERN ASSET MANAGEMENT COMPANY, LLC, a California limited liability company (the “Adviser”).
In consideration of the premises and of the mutual agreements hereinafter set forth, the Company and the Adviser agree as follows:
PART ONE
Definitions
(1) “The period of this Agreement” means the term of this Agreement and any renewal or extension thereof, or until any prior termination thereof.
(2) The “1940 Act” means the Investment Company Act of 1940, as amended.
(3) The “vote of the majority of the outstanding voting securities” of the Company means the vote at an annual or special meeting of shareholders of the lesser of (i) sixty-seven percent (67%) or more of the Company’s outstanding voting securities present at such meeting, if the holders of more than fifty percent (50%) of the Company’s outstanding voting securities are present or represented by proxy, or (ii) more than fifty percent (50%) of the Company’s outstanding voting securities.
(4) The terms “interested person”, “affiliated person” and “assignment” have the meanings contained in the 1940 Act.
PART TWO
Investment Advice and Other Services
(1) The Company hereby retains the Adviser, and the Adviser hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to afford to the Company the advice and assistance of the Adviser’s organization in the choice of investments; to provide the Company with an investment program which complies, in the Adviser’s best judgement, with the investment objectives, policies and restrictions of the Company; and to determine the portfolio securities to be purchased and sold by the Company; provided that the investment policies and all other action of the Company shall at all times be subject to the control and direction of its Board of Directors. The Adviser shall keep the books and financial records of the Company and shall maintain a continuous record of all investments made by the Company and of all securities and other assets which comprise the Company’s portfolio and shall furnish to the Company a resume of such portfolio at such times as the Company may reasonably prescribe. The Adviser shall provide such other information and perform such other services as are reasonably incidental to the foregoing duties.
(2) The Adviser shall use its best efforts to arrange, if requested by the Company, for officers or employees of or special consultants to the Adviser, or any of its affiliated companies to serve without compensation from the Company as directors or officers of the Company, if duly elected to such positions by the shareholders or directors of the Company.
J-6-1
(3) The Adviser covenants and agrees that in acting on behalf of the Company pursuant to this Agreement, it shall at all times be governed by the Company’s investment objectives and policies as set forth in the various documents filed by the Company with the Securities and Exchange Commission (the “Commission”) as such documents may from time to time be amended (whether or not such amendments are filed with the Commission). The Company agrees to supply the Adviser with copies of all documents filed with the Commission, together with any amendments thereto (whether or not such are filed with the Commission).
(4) The Adviser hereby acknowledges that all records necessary in the operation of the Company, including records pertaining to the Company’s shareholders and investments, are the sole and exclusive property of the Company, and in the event that a transfer of management or investment advisory services to someone other than the Adviser should ever occur, the Adviser will promptly, and at its own cost, take all steps necessary to segregate such records and deliver them to the Company.
PART THREE
Compensation to Investment Adviser
(1) The Company covenants and agrees to pay to the Adviser, and the Adviser covenants and agrees to accept from the Company, as full compensation for all investment advice and other services furnished by the Adviser hereunder, and for all expenses paid or reimbursed by the Adviser pursuant to Part Four hereof, a monthly fee at an annual rate of 0.7% of the average monthly net asset value of the Company up to $60,000,000 and 0.4% of such net asset value, in excess of $60,000,000 (the “Advisory Fee”). The Advisory Fee shall be computed as of the close of business on the last day of each month, and shall be prorated for any fraction of a month at the commencement or termination of this Agreement. The Advisory Fee provided for hereunder shall be paid in cash by the Company to the Adviser within ten (10) business days after the last day of each month.
(2) Net asset value of the Company for purposes of computing the Advisory Fee will be determined as of the close of trading on the last business day in each month on which the New York Stock Exchange is open, and will be computed pursuant to the provisions of the Company’s Bylaws.
PART FOUR
Expenses
The Company shall pay, or cause to be paid, all costs and expenses incurred in connection with its organization and any offer or sale by it of its securities. The Company will pay all other costs and expenses of its operations, including fees of its directors who are not nominated and elected pursuant to paragraph (2) of Part Two hereof, legal fees, expenses of independent accountants, costs of acquiring and disposing of portfolio securities, taxes, interest, stock exchange listing fees and expenses, costs of the Company’s Automatic Dividend Investment Plan to the extent such costs are to be borne by the Company, and fees and expenses of the Company’s transfer agents, registrars, custodian and dividend disbursing agent; provided, however, that if the expenses of the Company (including the Advisory Fee but excluding interest, taxes, brokerage fees, expenses of any offering by the Company of its securities and extraordinary expenses beyond the control of the Company) in any fiscal year exceed 1 1/2% of the Company’s average annual net assets up to $30,000,000 and 1% of its average annual net assets over $30,000,000, the Adviser shall reimburse the Company the amount of such excess within fifteen (15) days after delivery by the independent accountants of the Company of the Company’s audited financial statements for such fiscal year.
J-6-2
PART FIVE
Portfolio Brokerage
The Adviser shall provide adequate facilities and qualified personnel for the placement with broker-dealers of orders for the purchase, or other acquisition, and sale, or other disposition, of portfolio securities for the Company. With respect to such transactions, the Adviser, subject to such directions as may be furnished from time to time by the Board of Directors of the Company, shall endeavor to obtain the most favorable prices consistent with the best available execution. The Company agrees that, so long as the Adviser believes it is obtaining the best available price and execution, portfolio transactions may be placed with broker-dealers furnishing to the Adviser research, statistical information or other services which the Adviser deems valuable in performing its duties to the Company hereunder. However, in selecting broker-dealers the Adviser shall give no recognition to the fact that a broker-dealer transacts or does not transact other business with it or any of its affiliated companies. The Adviser shall not be precluded from placing portfolio transactions with broker-dealers who participated as underwriters or selected dealers in the public offering of the Company’s securities as a result of such participation, nor with any of the Adviser’s affiliated companies so long as the provisions of this Agreement are otherwise followed.
PART SIX
Multiple Capacities
Nothing contained in this Agreement shall be deemed to prohibit the Adviser from acting, and being separately compensated for acting, in one or more capacities for or on behalf of the Company. Whenever the Adviser shall act in multiple capacities for or on behalf of the Company, the Adviser shall maintain appropriate separate accounts and records for each such capacity. The Company understands that the Adviser or its parent, or such parent’s subsidiaries or affiliates, may act in one or more capacities on behalf of other investment companies and customers and the Company consents thereto. While information and recommendations supplied to the Company shall, in the Adviser’s judgement, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, they may be different from the information and recommendations supplied to other investment companies and customers. The Company shall be entitled to equitable treatment under the circumstances in receiving information, recommendations and any other services, but the Company recognizes that it is not entitled to receive preferential treatment as compared with the treatment given to any other investment company or customer.
PART SEVEN
Limitation of Liability of Adviser
The Adviser shall have no liability to the Company or any shareholder of the Company for any error of judgement, mistake of law or any loss arising out of any investment, or for any other act or omission in the performance by the Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith or gross negligence on the Adviser’s part or from reckless disregard by the Adviser of its obligations and duties under this Agreement.
PART EIGHT
Amendment
No provision of this Agreement may be amended, waived or terminated except by an instrument in writing signed by the parties hereto.
J-6-3
PART NINE
Renewal and Termination
(1) This Agreement shall become effective upon its execution and delivery and continue in force from year to year thereafter, subject to prior termination as provided herein, but only so long as its continuance shall be specifically approved at least annually (i) by the Board or by a vote of the majority of the outstanding voting securities of the Company, and (ii) by the vote of a majority of the directors who are not parties to this Agreement or “interested persons” of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(2) This Agreement may be terminated by either the Company or the Adviser at any time by giving the other party sixty (60) days’ written notice of such intention to terminate; provided that any such termination shall be made without the payment of any penalty, and provided further that such termination may be effected either by the Board or by a vote of the majority of the outstanding voting securities of the Company.
(3) This Agreement shall terminate in the event of its “assignment”.
PART TEN
Nature of Relationship
The Company and the Adviser are not partners or joint venturers with each other and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them. The Adviser shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Company.
PART ELEVEN
Notice
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such notice at such address as such other party may designate in writing mailed for receipt of such notice.
PART TWELVE
Miscellaneous
(1) Neither this Agreement nor any transaction made pursuant hereto shall be invalidated or in any way affected by the fact that directors, officers, agents and/or shareholders of the Company are or may be interested in the Adviser, or any successor or assignee thereof, as directors, officers, shareholders or otherwise; that directors, officers, shareholders or agents of the Adviser are or may be interested in the Company as directors, officers, shareholders or otherwise; or that the Adviser, or any successor or assignee, is or may be interested in the Company as shareholders or otherwise.
(2) This Agreement shall be subject to all applicable provision of law, including, without limitation, the applicable provisions of the 1940 Act. To the extent that any provisions herein contained conflict with any applicable provisions of law, the latter shall control.
(3) This Agreement is executed and delivered in the State of California and shall be construed in accordance with the laws and decisions of said State.
(4) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
J-6-4
(5) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Company and the Adviser have executed this Agreement on the day and year first above written.
Attest: | WESTERN ASSET MANAGEMENT COMPANY, LLC | |||||
By: | By: | |||||
| Name: | ||||||
| Title: | ||||||
Attest: | WESTERN ASSET INVESTMENT GRADE INCOME FUND, INC. | |||||
By: | By: | |||||
| Name: | ||||||
| Title: | ||||||
J-6-5
Comparison of Current Subadvisory Agreement and New Subadvisory Agreement1
FOR ALL FUNDS EXCEPT THOSE IDENTIFIED IN APPENDIXK-3 –K-6
| Investment Advisory Services | Investment Advisory Services | |
In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as [Subadviser][a subadviser]2 with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and [the Manager]3, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the | Same | |
1 There may be minor,non-substantive variations among the agreements for certain Funds.
2 For agreements among two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it.
3 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
K-1-1
| Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. | ||
| Brokerage Transactions | Brokerage Transactions | |
| The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | Same | |
| Additional Services | Additional Services | |
| The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | Same | |
K-1-2
| Authority to Execute Documents | Authority to Execute Documents | |
| The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. | Same | |
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
| The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. | Same | |
| Information to Be Provided by the Subadviser | Information to Be Provided by the Subadviser | |
| The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager4with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder. | Same | |
| Transactions with Affiliates | Transactions with Affiliates | |
| The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or | Same | |
4 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
K-1-3
| other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. | ||
| Delegation of Duties | Delegation of Duties | |
| The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act. | Same | |
| Expenses | Expenses | |
| The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and | Same | |
K-1-4
| servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. | ||
| Recordkeeping Obligations | Recordkeeping Obligations | |
| The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | Same | |
| Board Members and Officers | Board Members and Officers | |
| No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff. | Same | |
K-1-5
| Fees | Fees | |
| As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. [The Manager shall not pay the Subadviser any fee hereunder. The Subadviser acknowledges and agrees that each investor in the Fund has entered into arrangements through which the Subadviser and/or its affiliates will be compensated directly or indirectly by such investor, or by sponsors of separately managed programs that invest in such investor, for advisory services rendered to that investor. The Subadviser acknowledges and agrees that such compensation is sufficient consideration hereunder.]5 [The Manager shall not pay the Subadviser any fee hereunder. The Subadviser acknowledges and agrees that each investor in the Fund has entered into arrangements though which the Subadviser and/or its affiliates will be compensated directly or indirectly by such investor or by sponsors of separately managed programs that invest through such investor, for management and/or advisory services rendered to that investor. The Subadviser acknowledges and agrees that such compensation is sufficient consideration hereunder.]6 | Same | |
5 Bracketed text is used in lieu of the text in Section 8 for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund, Western Asset SMASh Series M Fund, and Western Asset SMASh Series TF Fund.
6 Bracketed text is used in lieu of the text in Section 7 for U.S. Treasury Obligations Portfolio.
K-1-6
| Limitation of Liability of Subadviser | Limitation of Liability of Subadviser | |
| The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager7 or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this provision, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates. | Same | |
| Other Activities | Other Activities | |
| Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | Same | |
| Allocation of Investment Opportunities | Allocation of Investment Opportunities | |
| If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. | Same | |
7 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
K-1-7
| Certain Defined Terms | Certain Defined Terms | |
| For the purposes of this Agreement, [the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and]8 the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | Same | |
| Term of Agreement | Term of Agreement | |
| This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name, provided that it shall have been approved [by the Trust’s Board and, if so required by the 1940 Act, by shareholders of the Fund]9in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness.. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually [(i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]10. | Same | |
| Termination | Termination | |
| This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment. | Same | |
8 Bracketed text not included for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund and Western Asset SMASh Series M Fund
9 Bracketed text is used for Western Asset SMASh Series TF Fund, Western Asset Prime Obligations Money Market Fund, Western Asset Premier Institutional Government Reserves, Western Asset Premier Institutional Liquid Reserves, and Western Asset Premier Institutional U.S. Treasury Reserves (the “More Recent Funds”).
10 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
K-1-8
| Limitation of Recourse | Limitation of Recourse | |
| The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. | Same | |
| Amendments; Entire Agreement; Severability | Amendments; Entire Agreement; Severability | |
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved [, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]11.
This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]12Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and assigns]13. | Same | |
| No Third-Party Beneficiaries | No Third-Party Beneficiaries | |
| [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns.]14 | Same | |
11 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
12 Bracketed text is used for the More Recent Funds.
13 Bracketed text is used in for the More Recent Funds.
14 Bracketed text is used for the More Recent Funds.
K-1-9
| Governing Law; Jurisdiction | Governing Law; Jurisdiction | |
| This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division]15. | Same | |
| Force Majeure | Force Majeure | |
| Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]16 | Same | |
15 Bracketed text is used for the More Recent Funds.
16 Bracketed text is used for the More Recent Funds.
K-1-10
Form of New Subadvisory Agreement1
FOR ALL FUNDS EXCEPT THOSE IDENTIFIED IN APPENDIXK-3 –K-6
---
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Manager]2, and [Name of Subadviser]3, a [type of entity] (the “Subadviser”).
WHEREAS, the Manager has been retained by [Name of Trust] (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and
WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth;
[WHEREAS, the Subadviser has been retained by [Name of Manager]to provide investment advisory, management, and administrative services to [Name of Trust] (the “Trust”), a [type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A Annexed hereto (the “Fund”); and
WHEREAS, the Subadviser wishes to engage [name ofSub-subadviser] to provide certain investment advisory services to the Fund, and [name ofSub-subadviser] is willing to furnish such services on the terms and conditions hereinafter set forth;]4
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as [Subadviser][a subadviser]5 with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request.
3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and [the Manager]6, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets
1 In addition to differences noted in this Appendix, there may be minor,non-substantive variations among the agreements for certain Funds.
2 For agreements among two Subadvisers, references to the Manager are replaced by references to the hiring Subadviser that has engaged the other Subadviser, unless otherwise noted.
3 For agreements among two Subadvisers, references to the Subadviser are replaced by references to the Subadviser being engaged, unless otherwise noted.
4 For agreements among two Subadvisers, the Bracketed text is used in lieu of the two preceding clauses.
5 For agreements among two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it.
6 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
K-2-1
consistent with the Fund’s investment objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased, retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board.
(_) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers.
4. The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act.
5. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser
K-2-2
hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act.
6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager7 with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder.
(b) The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto.
7. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff.
8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The [average daily net] [managed] assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. [The Manager shall not pay the Subadviser any fee hereunder. The Subadviser acknowledges and agrees that each investor in the Fund has entered into arrangements through which the Subadviser and/or its affiliates will be compensated directly or indirectly by such investor, or by sponsors of separately managed programs that invest in such investor, for advisory services rendered to that investor. The Subadviser acknowledges and agrees that such compensation is sufficient consideration
7 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
K-2-3
hereunder.]8 [The Manager shall not pay the Subadviser any fee hereunder. The Subadviser acknowledges and agrees that each investor in the Fund has entered into arrangements though which the Subadviser and/or its affiliates will be compensated directly or indirectly by such investor or by sponsors of separately managed programs that invest through such investor, for management and/or advisory services rendered to that investor. The Subadviser acknowledges and agrees that such compensation is sufficient consideration hereunder.]9
9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager10 or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates.
10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time.
11. For the purposes of this Agreement, [the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and]11 the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.
12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and, if so required by the 1940 Act, by shareholders of the Fund]12 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually [(i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]13.
8 Bracketed text is used in lieu of the text in Section 8 for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund, Western Asset SMASh Series M Fund, and Western Asset SMASh Series TF Fund.
9 Bracketed text is used in lieu of the text in Section 7 for U.S. Treasury Obligations Portfolio.
10 For agreements among two Subadvisers, reference to the hiring Subadviser is also included.
11 Bracketed text not included for Western Asset SMASh Series C Fund, Western Asset SMASh Series EC Fund and Western Asset SMASh Series M Fund
12 Bracketed text is used for Western Asset SMASh Series TF Fund, Western Asset Prime Obligations Money Market Fund, Western Asset Premier Institutional Government Reserves, Western Asset Premier Institutional Liquid Reserves, and Western Asset Premier Institutional U.S. Treasury Reserves(the “More Recent Funds”).
13 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Funds.
K-2-4
13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment.
14. The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.
15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved [, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]14.
16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]15 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and assigns]16.
17. [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns.]17
[18.] This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division]18.
[19. Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]19
[signature page to follow]
14 Bracketed text is used in lieu of the bracketed text that precedes it for the More Recent Fund.
15 Bracketed text is used for the More Recent Funds.
16 Bracketed text is used for the More Recent Funds.
17 Bracketed text is used for the More Recent Funds.
18 Bracketed text is used for the More Recent Funds.
19 Bracketed text is used for the More Recent Funds.
K-2-5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
| [NAME OF MANAGER]20 | ||
| By: | ||
| Name: | ||
| Title: | ||
| [NAME OF SUBADVISER] | ||
| By: | ||
| Name: | ||
| Title: | ||
The foregoing is acknowledged:
The undersigned officer of the Trust has executed this Agreement not individually but in his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the Fund or otherwise, any obligation to the Subadviser.
| [NAME OF TRUST] | ||
| By: | ||
| Name: | ||
| Title: | ||
20 For agreements among two Subadvisers, the parties of the agreement, as noted above, are the two Subadvisers.
K-2-6
[This annex is applicable only to Subadvisory Agreements with Western Asset Management Company Limited]
ANNEX I
This Annex I forms a part of the Subadvisory Agreement dated as of [date] by and between Western Asset Management Company, a California corporation, and Western Asset Management Company Limited (“WAML”), an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”).
1. WAML represents, warrants and covenants that it is authorized and regulated by the FCA.
2. WAML has classified the Fund as an Intermediate Customer as defined by the FCA Rules.
K-2-7
SCHEDULE A
[Name of Fund]
Date:
[Date]
Fee:
[Description of fee]
K-2-8
Comparison of Current Subadvisory Agreement and New Subadvisory Agreement1
WESTERN ASSET FUNDS, INC. FUNDS WESTERN ASSET PREMIER BOND FUND | ||
| Investment Advisory Services | Investment Advisory Services | |
The Manager hereby appoints [Subadviser] as investment adviser for the Fund for the period and on the terms set forth in this Agreement. [Subadviser] accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
Subject to the supervision of the Directors and the Manager, [Subadviser] shall as requested by the Manager regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s current Prospectus and Statement of Additional Information. [Subadviser] shall as requested by the Manager determine from time to time what securities or other property will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Corporation/Fund’s Articles of Incorporation/Agreement and Declaration of Trust andBy-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objectives, policies, and restrictions of the Fund, as each of the foregoing may be amended from time to time. | Same | |
| Brokerage Transactions | Brokerage Transactions | |
| [Subadviser] will as requested by the Manager place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker, dealer or futures commission merchant (collectively, a “broker”). In the selection of brokers and the placing of orders for the purchase and sale of portfolio investments for the Fund, [Subadviser] shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. | Same | |
1 Each subadvisory agreement for a series of Western Asset Funds, Inc. is titled “Advisory Agreement.” Each subadvisory agrement for Western Asset Premier Bond Fund is titled “Portfolio Management Agreement.” In addition, there may be minor,non-substantive variations among the agreements for certain Funds.
K-3-1
| In using its best efforts to obtain for the Fund the most favorable price and execution available, [Subadviser] , bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Directors may determine and communicate to [Subadviser] in writing, [Subadviser] shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that provides brokerage and research services to [Subadviser] or any affiliated person of [Subadviser] an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if [Subadviser] determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or [Subadviser] ’s overall responsibilities with respect to the Fund and to other clients of [Subadviser] and any affiliated person of [Subadviser] as to which [Subadviser] or any affiliated person of [Subadviser] exercises investment discretion. |
| |
| Additional Services | Additional Services | |
| [Subadviser] shall also perform such other functions of management and supervision as may be requested by the Manager and agreed to by [Subadviser] . | Same | |
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
The Manager has furnished [Subadviser] with copies of each of the following:
(a) The Corporation/Fund’s Articles of Incorporation/Agreement and Declaration of Trust and all amendments thereto (such Articles of Incorporation/Agreement and Declaration of Trust, as presently in effect and as they shall from time to time be amended, are herein called the “Articles”); | Same | |
K-3-2
(b) The Corporation/Fund’sBy-Laws and all amendments thereto (suchBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the“By-Laws”);
(c) Resolutions of the Corporation/Fund’s Board of Directors/Trustees (the “Directors”) authorizing the appointment of the Manager as the manager and [Subadviser] as investment adviser and approving the Investment Management Agreement between the Manager and the Corporation/Fund with respect to the Fund dated [ ], 2020 (the “Management Agreement”) and this Agreement;
(d) [The Corporation/Fund’s most recently filed Post-Effective Amendment to its Registration Statement on FormN-1A under the Securities Act of 1933, as amended, and the 1940 Act, including all exhibits thereto, relating to shares of common stock of the Fund, par value $.001 per share;]/[The Trust’s most recently filed Amendment to its Registration Statement on Form N-2 under the Securities Act of 1933, as amended, and the 1940 Act, including all exhibits thereto, relating to common shares of beneficial interest of the Trust, no par value;]
(e) The Fund’s most recent prospectus (such prospectus, as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); and
(f) The Fund’s most recent statement of additional information (such statement of additional information, as presently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”).
The Manager will furnish [Subadviser] from time to time with copies of all amendments of or supplements to the foregoing. |
| |
| Information to Be Provided by the Subadviser | Information to Be Provided by the Subadviser | |
| [Subadviser] will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request. | Same | |
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| Transactions with Affiliates | Transactions with Affiliates | |
| The Corporation/Fund hereby agrees that any entity or person associated with [Subadviser] (or with any affiliated person of [Subadviser] ) which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule11a2-2(T) thereunder, and the Corporation/Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv) or otherwise. | Same | |
| Expenses | Expenses | |
| During the term of this Agreement, [Subadviser] will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other property (including brokerage commissions, if any) purchased for the Fund. | Same | |
| Recordkeeping Obligations | Recordkeeping Obligations | |
[Subadviser] will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations.
In compliance with the requirements of Rule31a-3 under the 1940 Act, [Subadviser] hereby agrees that all books and records which it maintains for the Fund are property of the Fund and further agrees to surrender promptly to the Fund or its agents any of such records upon the Fund’s request. [Subadviser] further agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act any such records required to be maintained by Rule31a-1 under the 1940 Act. | Same | |
| Fees | Fees | |
| For the services which [Subadviser] will render to the Manager and the Fund under this Agreement, the Manager will pay [Subadviser] [a monthly fee in arrears at an annual rate equal to [ ]% of the average weekly value of the Fund’s Total Managed Assets that [Subadviser] manages. “Total Managed Assets” means the total assets of the Fund (including any such assets attributable to leverage) minus the sum of accrued liabilities (other than liabilities representing | Same | |
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| leverage). For purposes of this Agreement, the Total Managed Assets of the Fund shall be calculated pursuant to procedures adopted by the Trustees of the Fund for calculating the value of the Fund’s assets or delegating such calculations to third parties]2 [a fee, computed monthly and paid monthly, equal to the product of the Baseline Amount for the relevant calendar month and the Subadviser Fraction for such calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Corporation/Fund pursuant to the Management Agreement in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by [Subadviser], and the denominator of which is the net assets of the Fund, in each case computed as of the time of the regular close of business of the New York Stock Exchange on the last Business Day of such calendar month, or such other time as may be determined by the Board of Directors of the Corporation/Fund. A Business Day shall be any day on which the New York Stock Exchange is open. Fees due to [Subadviser] hereunder shall be paid promptly to [Subadviser] by the Manager following its receipt of fees from the Fund. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the Baseline Amount for that portion of the month during which the contract was still in effect and the Subadviser Fraction as of the time of the regular close of business of the New York Stock Exchange on the date of termination (or, if the date of termination is not a Business Day, the Business Day immediately preceding the date of termination)]3. [For the services which [Subadviser] will render to the Manager and the Fund under this Agreement, the Manager will pay [Subadviser] a fee, computed daily and paid monthly, at an annual rate of [fee]. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Directors of the Corporation/Fund. Fees due to [Subadviser] hereunder shall be paid promptly to [Subadviser] by the Manager following its receipt of fees from the Fund. [For any period less |
|
2 Western Asset Premier Bond Fund only.
3 Western Asset Funds, Inc. except for Western Asset Core Bond Fund, Western Asset Intermediate Bond Fund, and Western Asset High Yield Fund.
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| than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.]4 If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the percentage of days of the month during which the contract was still in effect.]5 |
| |
| [Limitation of Liability of Trustees, Officers and Shareholders | Limitation of Liability of Trustees, Officers and Shareholders | |
| A copy of the Fund’s Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been executed on behalf of the Fund by an officer of the Fund as an officer and not individually and the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund.]6 | Same | |
| Limitation of Liability of Subadviser | Limitation of Liability of Subadviser | |
| In the absence of willful misfeasance, bad faith or gross negligence on the part of [Subadviser] , or reckless disregard of its obligations and duties hereunder, [Subadviser] shall not be subject to any liability to the Manager, the Fund or any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. | Same | |
| Other Activities | Other Activities | |
| [Subadviser] ’s services hereunder are not deemed to be exclusive, and [Subadviser] shall be free to render similar services to others. It is understood that persons employed by [Subadviser] to assist in the performance of its duties hereunder might not devote their full time to such service. Nothing herein contained shall be deemed to limit or restrict the right of [Subadviser] or any affiliate of [Subadviser] to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. | Same | |
4 Western Asset Premier Bond Fund only.
5 Bracketed text is used in lieu of preceding paragraph for Western Asset Core Bond Fund (Western Asset Management Company, LLC as subadviser), Western Asset Intermediate Bond Fund (Western Asset Management Company, LLC as subadviser) and Western Asset High Yield Fund (Western Asset Management Company, LLC as subadviser).
6 Western Asset Premier Bond Fund only.
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| Certain Defined Terms | Certain Defined Terms | |
| As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions and interpretations as may be granted by the Securities and Exchange Commission by any rule, regulation or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. | Same | |
| Term and Termination | Term and Termination | |
This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth herein) until terminated as follows:
a. The Corporation/Fund may at any time terminate this Agreement by 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and [Subadviser], or
b. If (i) the Directors or the shareholders of the Fund by vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the Directors who are not interested persons of the Corporation/Fund, the Manager or [Subadviser] , by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, [Subadviser] may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder, or
c. The Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage | Same | |
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prepaid, to [Subadviser] , and [Subadviser] may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager.
Action by the Corporation/Fund under paragraph (a) above may be taken either (i) by vote of a majority of the Directors, or (ii) by the vote of a majority of the outstanding voting securities of the Fund.
Upon written notice from [Subadviser] at any time, the Corporation/Fund hereby agrees that it will eliminate from the Fund’s name any reference to the name of “[Subadviser].” The Corporation/Fund, on behalf of the Fund, shall have thenon-exclusive use of the name “[Subadviser] ” in whole or in part only until such notice is given. |
| |
| Limitation of Recourse | Limitation of Recourse | |
| The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. | Same | |
| No Assignment; Amendments; Entire Agreement | No Assignment; Amendments; Entire Agreement | |
This Agreement shall terminate automatically in the event of its assignment or in the event that the Management Agreement shall have terminated for any reason. Any termination of this Agreement shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors who are not interested persons of the Corporation/Fund, the Manager or [Subadviser] ..
This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of | Same | |
K-3-8
| the provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors. |
| |
| Additional Provisions | Additional Provisions | |
The Fund represents, warrants and covenants that it is a “qualified eligible person” as defined in Rule 4.7 of the Commodity Futures Trading Commission (“CFTC”) and consents to being treated as an exempt account under CFTC Rule 4.7.
[Subadviser] , the Fund, the Corporation/Fund and the Manager represent and warrant that they are each registered with the CFTC and are members of the U.S. National Futures Association to the extent, if any, required by their activities with respect to the Fund.
[[Subadviser] is regulated by the Japanese Securities and Exchange Surveillance Commission, a commission established by the Japanese Services Agency, and is subject to applicable local laws and regulations.]7
| Same | |
7Western Asset Japan as subadviser only.
K-3-9
Form of New Subadvisory Agreement1
| WESTERN ASSET FUNDS, INC. FUNDS WESTERN ASSET PREMIER BOND FUND | ||
---
ADVISORY AGREEMENT
ADVISORY AGREEMENT made this [ ] day of [ ], [ ], by and between [Name of Manager] (“Manager”), a [state/country of domicile company/corporation], and [Name of Subadviser]2, a [state/country of domicile company/corporation], each of which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.
WHEREAS, the Manager is the manager of certain of the series of [ ] (the “Corporation/Fund”), anopen-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Manager wishes to retain [Subadviser] to provide certain investment advisory services in connection with the Manager’s management of [ ] (“Fund”), a series of the Corporation/Fund; and
WHEREAS, [Subadviser] is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1.Appointment. The Manager hereby appoints [Subadviser] as investment adviser for the Fund for the period and on the terms set forth in this Agreement. [Subadviser] accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
2.Delivery of Documents. The Manager has furnished [Subadviser] with copies of each of the following:
(a) The Corporation/Fund’s Articles of Incorporation/Agreement and Declaration of Trust and all amendments thereto (such Articles of Incorporation/Agreement and Declaration of Trust, as presently in effect and as they shall from time to time be amended, are herein called the “Articles”);
(b) The Corporation/Fund’sBy-Laws and all amendments thereto (suchBy-Laws, as presently in effect and as they shall from time to time be amended, are herein called the“By-Laws”);
(c) Resolutions of the Corporation/Fund’s Board of Directors (the “Directors”) authorizing the appointment of the Manager as the manager and [Subadviser] as investment adviser and approving the Investment Management Agreement between the Manager and the Corporation/Fund with respect to the Fund dated [ ], 2020 (the “Management Agreement”) and this Agreement;
(d) [The Corporation/Fund’s most recently filed Post-Effective Amendment to its Registration Statement on FormN-1A under the Securities Act of 1933, as amended, and the 1940 Act, including all exhibits thereto, relating to shares of common stock of the Fund, par value $.001 per share;]/[The Trust’s most recently filed Amendment to its Registration Statement on Form N-2 under the Securities Act of 1933, as amended, and the 1940 Act, including all exhibits thereto, relating to common shares of beneficial interest of the Trust, no par value;]
1 Each subadvisory agreement for a series of Western Asset Funds, Inc. is titled “Advisory Agreement.” Each subadvisory agrement for Western Asset Premier Bond Fund is titled “Portfolio Management Agreement.” Also, in addition to differences noted in this Appendix, there may be minor,non-substantive variations among the agreements for certain funds.
2 For agreements among two Subadvisers, references to the Subadviser are replaced by references to the Subadviser being engaged, unless otherwise noted.
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(e) The Fund’s most recent prospectus (such prospectus, as presently in effect, and all amendments and supplements thereto are herein called the “Prospectus”); and
(f) The Fund’s most recent statement of additional information (such statement of additional information, as presently in effect, and all amendments and supplements thereto are herein called the “Statement of Additional Information”).
The Manager will furnish [Subadviser] from time to time with copies of all amendments of or supplements to the foregoing.
3.Investment Advisory Services. (a) Subject to the supervision of the Directors and the Manager, [Subadviser] shall as requested by the Manager regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies, and restrictions as stated in the Fund’s current Prospectus and Statement of Additional Information. [Subadviser] shall as requested by the Manager determine from time to time what securities or other property will be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Corporation/Fund’s Articles of Incorporation/Agreement and Declaration of Trust andBy-Laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objectives, policies, and restrictions of the Fund, as each of the foregoing may be amended from time to time. [Subadviser] will as requested by the Manager place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker, dealer or futures commission merchant (collectively, a “broker”). In the selection of brokers and the placing of orders for the purchase and sale of portfolio investments for the Fund, [Subadviser] shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, [Subadviser], bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into consideration market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other transactions. Subject to such policies as the Directors may determine and communicate to [Subadviser] in writing, [Subadviser] shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that provides brokerage and research services to [Subadviser] or any affiliated person of [Subadviser] an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for effecting that transaction, if [Subadviser] determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that particular transaction or [Subadviser]’s overall responsibilities with respect to the Fund and to other clients of [Subadviser] and any affiliated person of [Subadviser] as to which [Subadviser] or any affiliated person of [Subadviser] exercises investment discretion. [Subadviser] shall also perform such other functions of management and supervision as may be requested by the Manager and agreed to by [Subadviser].
(b) [Subadviser] will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.
(c) The Corporation/Fund hereby agrees that any entity or person associated with [Subadviser] (or with any affiliated person of [Subadviser]) which is a member of a national securities exchange is authorized to effect any transaction on such exchange for the account of the Fund which is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended, and Rule11a2-2(T) thereunder, and the Corporation/Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv) or otherwise.
4.Services Not Exclusive. [Subadviser]’s services hereunder are not deemed to be exclusive, and [Subadviser] shall be free to render similar services to others. It is understood that persons employed by [Subadviser] to assist in
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the performance of its duties hereunder might not devote their full time to such service. Nothing herein contained shall be deemed to limit or restrict the right of [Subadviser] or any affiliate of [Subadviser] to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
5.Books and Records. In compliance with the requirements of Rule31a-3 under the 1940 Act, [Subadviser] hereby agrees that all books and records which it maintains for the Fund are property of the Fund and further agrees to surrender promptly to the Fund or its agents any of such records upon the Fund’s request. [Subadviser] further agrees to preserve for the periods prescribed by Rule31a-2 under the 1940 Act any such records required to be maintained by Rule31a-1 under the 1940 Act.
6.Expenses. During the term of this Agreement, [Subadviser] will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other property (including brokerage commissions, if any) purchased for the Fund.
7.Compensation. For the services which [Subadviser] will render to the Manager and the Fund under this Agreement, the Manager will pay [Subadviser] [a monthly fee in arrears at an annual rate equal to [ ]% of the average weekly value of the Fund’s Total Managed Assets that [Subadviser] manages. “Total Managed Assets” means the total assets of the Fund (including any such assets attributable to leverage) minus the sum of accrued liabilities (other than liabilities representing leverage). For purposes of this Agreement, the Total Managed Assets of the Fund shall be calculated pursuant to procedures adopted by the Trustees of the Fund for calculating the value of the Fund’s assets or delegating such calculations to third parties.]3 [a fee, computed monthly and paid monthly, equal to the product of the Baseline Amount for the relevant calendar month and the Subadviser Fraction for such calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Corporation/Fund pursuant to the Management Agreement in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by [Subadviser], and the denominator of which is the net assets of the Fund, in each case computed as of the time of the regular close of business of the New York Stock Exchange on the last Business Day of such calendar month, or such other time as may be determined by the Board of Directors of the Corporation/Fund. A Business Day shall be any day on which the New York Stock Exchange is open. Fees due to [Subadviser] hereunder shall be paid promptly to [Subadviser] by the Manager following its receipt of fees from the Fund. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the Baseline Amount for that portion of the month during which the contract was still in effect and the Subadviser Fraction as of the time of the regular close of business of the New York Stock Exchange on the date of termination (or, if the date of termination is not a Business Day, the Business Day immediately preceding the date of termination).]4 [For the services which [Subadviser] will render to the Manager and the Fund under this Agreement, the Manager will pay [Subadviser] a fee, computed daily and paid monthly, at an annual rate of [fee]. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board of Directors of the Corporation/Fund. Fees due to [Subadviser] hereunder shall be paid promptly to [Subadviser] by the Manager following its receipt of fees from the Fund. [For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.]5 If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination and shall be based on the percentage of days of the month during which the contract was still in effect.]6
3 Western Asset Premier Bond Fund only.
4 Western Asset Funds, Inc., except for Western Asset Core Bond Fund, Western Asset Intermediate Bond Fund, and Western Asset High Yield Fund.
5 Western Asset Premier Bond Fund only.
6 Bracketed text is used in lieu of preceding paragraph for Western Asset Core Bond Fund (Western Asset Management Company, LLC as subadviser), Western Asset Intermediate Bond Fund (Western Asset Management Company, LLC as subadviser), and Western Asset High Yield Fund (Western Asset Management Company, LLC as subadviser).
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8.Limitation of Liability.
(a) In the absence of willful misfeasance, bad faith or gross negligence on the part of [Subadviser], or reckless disregard of its obligations and duties hereunder, [Subadviser] shall not be subject to any liability to the Manager, the Fund or any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder.
[(b) A copy of the Fund’s Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement has been executed on behalf of the Fund by an officer of the Fund as an officer and not individually and the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Fund individually but are binding only upon the assets and property of the Fund.]7
9.Definitions. As used in this Agreement, the terms “assignment,” “interested person,” “affiliated person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions and interpretations as may be granted by the Securities and Exchange Commission by any rule, regulation or order; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
10.Term. This Agreement shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 12) until terminated as follows:
a. The Corporation/Fund may at any time terminate this Agreement by 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager and [Subadviser], or
b. If (i) the Directors or the shareholders of the Fund by vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of the Directors who are not interested persons of the Corporation/Fund, the Manager or [Subadviser], by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Agreement, then this Agreement shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Agreement is submitted to the shareholders of the Fund for their approval and such shareholders fail to approve such continuance of this Agreement as provided herein, [Subadviser] may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder, or
c. The Manager may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to [Subadviser], and [Subadviser] may at any time terminate this Agreement by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the Manager.
Action by the Corporation/Fund under paragraph (a) of this Section 10 may be taken either (i) by vote of a majority of the Directors, or (ii) by the vote of a majority of the outstanding voting securities of the Fund.
11.Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
12.No Assignment; Amendments. This Agreement shall terminate automatically in the event of its assignment or in the event that the Management Agreement shall have terminated for any reason. Any termination of this Agreement pursuant to Section 10 shall be without the payment of any penalty. This Agreement shall not be amended unless such amendment is approved by the vote of a majority of the outstanding voting securities of the Fund (provided that such shareholder approval is required by the 1940 Act and the rules
7 Western Asset Premier Bond Fund only.
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and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Directors who are not interested persons of the Corporation/Fund, the Manager or [Subadviser].
13.Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors.
(b) The Fund represents, warrants and covenants that it is a “qualified eligible person” as defined in Rule 4.7 of the Commodity Futures Trading Commission (“CFTC”) and consents to being treated as an exempt account under CFTC Rule 4.7.
(c) [Subadviser], the Fund, the Corporation/Fund and the Manager represent and warrant that they are each registered with the CFTC and are members of the U.S. National Futures Association to the extent, if any, required by their activities with respect to the Fund.
[14.Japanese Law. [Subadviser] is regulated by the Japanese Securities and Exchange Surveillance Commission, a commission established by the Japanese Services Agency, and is subject to applicable local laws and regulations.]8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below on the day and year first above written.
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.
Attest: | [ ] | |||||
By: | By: | |||||
| Name: | ||||||
| Title: | ||||||
Attest: | [ ] | |||||
By: | By: | |||||
| Name: | ||||||
| Title: | ||||||
The foregoing is accepted by: | ||||||
Attest: | [ ] | |||||
By: | By: | |||||
| Name: | ||||||
| Title: | ||||||
8Western Asset Japan as subadviser only.
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Comparison of Current Subadvisory Agreement and New Subadvisory Agreement1
WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.
| Investment Management Services | Investment Management Services | |
Manager hereby appoints Subadviser as investment subadviser for the Fund for the period and on the terms set forth in this Agreement. Subadviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
Subject to the supervision of the Fund’s Board of Directors, Subadviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio ofnon-dollar securities consistent with the Fund’s investment objectives and policies. Subadviser shall determine from time to time whatnon-dollar securities shall be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Fund’s Certificate andBy-laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objective, policies and limitations of the Fund.
In the performance of its duties under this Agreement, Subadviser will comply with the provisions of the Certificate andBy-laws of the Fund and the stated investment objectives, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the board may from time to time determine.
Subadviser will furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. | Same | |
| Brokerage Transactions | Brokerage Transactions | |
| Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, Subadviser will attempt to obtain the best net price and the most | Same | |
1 The subadvisory agreement for Western Asset Investment Grade Income Fund Inc. is titled “Investment Subadvisory Agreement.”
K-5-1
| favorable execution of its orders; however, Subadviser may, in its discretion, purchase and sell Fund securities from and to brokers and dealers who provide the Fund with research, analysis, advice and similar services, and Subadviser may pay to these brokers, in return for research and analysis, a higher commission than may be charged by other brokers. |
| |
| Additional Services | Additional Services | |
| Subadviser shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and shall perform such other functions of management and supervision as may be requested by the Fund and agreed to by Subadviser. | Same | |
| Information to Be Provided by the Manager | Information to Be Provided by the Manager | |
Manager has furnished Subadviser with copies properly certified or authenticated of each of the following:
(a) The Fund’s Certificate of Incorporation, as filed with the State of Delaware and all amendments thereto (such Certificate of Incorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Certificate”);
(b) The Fund’sBy-laws and all amendments thereto (suchBy-laws, as presently in effect and as they shall from time to time be amended, are herein called the“By-laws”);
(c) Resolutions of the Fund’s Board of Directors authorizing the appointment of Subadviser as investment subadviser and approving this Agreement;
(d) The Fund’s notification of Registration on[Form N-CEN] under the 1940 Act as filed with the Securities and Exchange Commission on and all amendments thereto;
(e) The Fund’s Registration Statement on FormN-2 under the Securities Act of 1933, as amended, and the 1940 Act (FileNo. 811-02351) as filed with the Securities and Exchange Commission on April 30, 1992, including all exhibits thereto, relating to shares of the Fund’s common stock of par value $0.001 per share (herein called “Shares”) and all amendments thereto; and | Same | |
K-5-2
(f) The most recent prospectus for the Fund (such document and all amendments and supplements thereto are herein called the “Prospectus”).
Manager will furnish Subadviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing. | ||
| Transactions with Affiliates | Transactions with Affiliates | |
| In no instance will portfolio securities be purchased from or sold to Manager, Subadviser or any affiliated person thereof except in accordance with the rules, regulations or orders promulgated by the Securities and Exchange commission pursuant to the 1940 Act. | Same | |
| Expenses | Expenses | |
| During the term of the Agreement, Subadviser will pay all expenses incurred by it in connection with its services under this Agreement. Other than as herein specifically indicated, Subadviser shall not be responsible for the Fund’s expenses. Specifically, Subadviser will not be responsible, except to the extent of the reasonable compensation of employees of the Fund whose services may be used by Subadviser hereunder, for any of the following expenses of the Fund, which expenses shall be borne by the Fund: organizational expenses; legal expenses; interest; taxes; governmental fees; fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; the cost (including brokerage commissions or charges, if any) of securities purchased or sold by the Fund and any losses incurred in connection therewith; distribution fees, if any; fees of custodians, subcustodians, transfer agents, registrars or other agents for all services to the Fund; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state law and maintaining such registrations and qualifications; expenses of preparing, setting in print, printing and distributing prospectuses, proxy statements, reports, notices, stock certificates and dividends to Fund stockholders; costs of stationery; costs of stockholders’ and other meetings of the Fund; compensation of officers and directors who are not affiliated persons of Manager or Subadviser fees and expenses of independent auditors; traveling expenses of directors of the Fund, | Same | |
K-5-3
| if any; expenses for fidelity bonds and other insurance covering the Fund and its officers and directors; costs of indemnification; and any extraordinary expenses. | ||
| Board Members and Officers | Board Members and Officers | |
Subadviser shall authorize and permit any of its directors, officers and employees, who may be elected as directors or officers of the Fund, to serve in the capacities in which they are elected, and shall bear their salary or other compensation and expenses, if any.
No director, officer or employee of the Fund shall receive from the Fund any salary or other compensation as such director, officer or employee while he is at the same time a director, officer of Manager, Subadviser or any affiliated company of Manager or Subadviser. | Same | |
| Fees | Fees | |
| For the services which Subadviser will render under this Agreement, Manager will pay Subadviser a fee based on the prorata assets of the Fund managed by Subadviser during the month. Prorata assets will be calculated by taking an average of the assets managed by Subadviser at the beginning and ending of each month and determining their percentage of the total portfolio assets. This percentage will then be applied to the fees earned by Manager. In the event that Subadviser’s right to such fee commences on a date other than the first day of the month or terminates prior to the end of the month, the fee will be weighted for the number of days in the month such assets were managed. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination. | Same | |
| Limitation of Liability of Manager | Limitation of Liability of Manager | |
| Subadviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations or duties under this Agreement. | Same | |
K-5-4
| Other Activities | Other Activities | |
| Subadviser services hereunder are not deemed to be exclusive, and Subadviser shall be free to render similar services to others. It is understood that persons employed by Subadviser to assist in the performance of its duties hereunder might not devote their full time to such service. Nothing herein shall be deemed to limit or restrict the right of Subadviser or any affiliate of Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature. | Same | |
| Certain Defined Terms | Certain Defined Terms | |
| As used in this Agreement, the terms “assignment”, “interested person”, and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. | Same | |
| Term of Agreement | Term of Agreement | |
| This Agreement will become effective on the date first written above, provided that it shall have been approved by the Fund’s Board of directors and by the stockholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for two years from the above written date. Thereafter, if not terminated, this Agreement shall continue in effect for successive annual periods ending on the same date of each year, provided that such continuance is specifically approved at least annually (i) by the Fund’s Board of Directors or (ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event the continuance is also approved by a majority of the Fund’s directors who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. | Same | |
| Termination | Termination | |
| This Agreement is terminable without penalty by the Fund’s Board of Directors, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by Manager or Subadviser, | Same | |
K-5-5
| on not less than 60 days’ notice to the other party, and will be terminated upon the mutual written consent of Subadviser and Manager. This Agreement will also automatically and immediately terminate in the event of its assignment, or in the event that the Investment Advisory Agreement between the Fund and Manager, with respect to the Fund, is terminated. |
| |
| Further Actions; Amendments; Entire Agreement | Further Actions; Amendments; Entire Agreement | |
Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought and no material amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Fund.
This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors, to the extent permitted by law, and shall be governed by Delaware law. | Same | |
K-5-6
Form of New Subadvisory Agreement
WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.
---
INVESTMENT SUBADVISORY AGREEMENT
Agreement made this [Date], by and between [Manager] (“Manager”), a California corporation, and [Subadviser] (“Subadviser”), a corporation registered as an investment adviser under the Investment Advisers Act of 1940.
WHEREAS, Pacific American Income Shares, Inc. (“Fund”) is aclosed-end diversified, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and
WHEREAS, Manager has entered into an agreement with the Fund to provide investment advisory services with respect to the Fund; and
WHEREAS, Manager wishes to retain Subadviser to provide to the Fund certain investment advisory services; and
WHEREAS, Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:
1.Appointment. Manager hereby appoints Subadviser as investment subadviser for the Fund for the period and on the terms set forth in this Agreement. Subadviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
2.Delivery of Documents. Manager has furnished Subadviser with copies properly certified or authenticated of each of the following:
(a) The Fund’s Certificate of Incorporation, as filed with the State of Delaware and all amendments thereto (such Certificate of Incorporation, as presently in effect and as they shall from time to time be amended, are herein called the “Certificate”);
(b) The Fund’sBy-laws and all amendments thereto (suchBy-laws, as presently in effect and as they shall from time to time be amended, are herein called the“By-laws”);
(c) Resolutions of the Fund’s Board of Directors authorizing the appointment of Subadviser as investment subadviser and approving this Agreement;
(d) The Fund’s notification of Registration on FormN-CEN under the 1940 Act as filed with the Securities and Exchange Commission on and all amendments thereto;
(e) The Fund’s Registration Statement on FormN-2 under the Securities Act of 1933, as amended, and the 1940 Act (FileNo. 811-02351) as filed with the Securities and Exchange Commission on April 30, 1992, including all exhibits thereto, relating to shares of the Fund’s common stock of par value $0.001 per share (herein called “Shares”) and all amendments thereto; and
(f) The most recent prospectus for the Fund (such document and all amendments and supplements thereto are herein called the “Prospectus”).
Manager will furnish Subadviser from time to time with copies, properly certified or authenticated, of all amendments of or supplements to the foregoing.
K-6-1
3.Investment Advisory Services. Subject to the supervision of the Fund’s Board of Directors, Subadviser shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio ofnon-dollar securities consistent with the Fund’s investment objectives and policies. Subadviser shall determine from time to time whatnon-dollar securities shall be purchased, retained or sold by the Fund, and shall implement those decisions, all subject to the provisions of the Fund’s Certificate andBy-laws, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, and other applicable federal and state law, as well as the investment objective, policies and limitations of the Fund. Subadviser will place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, Subadviser will attempt to obtain the best net price and the most favorable execution of its orders; however, Subadviser may, in its discretion, purchase and sell Fund securities from and to brokers and dealers who provide the Fund with research, analysis, advice and similar services, and Subadviser may pay to these brokers, in return for research and analysis, a higher commission than may be charged by other brokers. In no instance will portfolio securities be purchased from or sold to Manager, Subadviser or any affiliated person thereof except in accordance with the rules, regulations or orders promulgated by the Securities and Exchange commission pursuant to the 1940 Act. Subadviser shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, and shall perform such other functions of management and supervision as may be requested by the Fund and agreed to by Subadviser.
4.General.
(a) Subadviser will furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund.
(b) Subadviser shall authorize and permit any of its directors, officers and employees, who may be elected as directors or officers of the Fund, to serve in the capacities in which they are elected, and shall bear their salary or other compensation and expenses, if any.
(c) In the performance of its duties under this Agreement, Subadviser will comply with the provisions of the Certificate andBy-laws of the Fund and the stated investment objectives, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of the Fund, and to comply with other policies which the board may from time to time determine.
5.Services Not Exclusive. Subadviser services hereunder are not deemed to be exclusive, and Subadviser shall be free to render similar services to others. It is understood that persons employed by Subadviser to assist in the performance of its duties hereunder might not devote their full time to such service. Nothing herein shall be deemed to limit or restrict the right of Subadviser or any affiliate of Subadviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
6.Expenses. During the term of the Agreement, Subadviser will pay all expenses incurred by it in connection with its services under this Agreement. Other than as herein specifically indicated, Subadviser shall not be responsible for the Fund’s expenses. Specifically, Subadviser will not be responsible, except to the extent of the reasonable compensation of employees of the Fund whose services may be used by Subadviser hereunder, for any of the following expenses of the Fund, which expenses shall be borne by the Fund: organizational expenses; legal expenses; interest; taxes; governmental fees; fees, voluntary assessments and other expenses incurred in connection with membership in investment company organizations; the cost (including brokerage commissions or charges, if any) of securities purchased or sold by the Fund and any losses incurred in connection therewith; distribution fees, if any; fees of custodians, subcustodians, transfer agents, registrars or other agents for all services to the Fund; expenses relating to the redemption or repurchase of the Fund’s shares; expenses of registering and qualifying Fund shares for sale under applicable federal and state law and maintaining such registrations and qualifications; expenses of preparing, setting in print, printing and distributing prospectuses, proxy statements, reports, notices, stock certificates and dividends to Fund stockholders; costs of stationery; costs of stockholders’ and other meetings of the Fund; compensation of officers and directors who are not affiliated persons of Manager or Subadviser fees and expenses of independent auditors; traveling expenses of directors of
K-6-2
the Fund, if any; expenses for fidelity bonds and other insurance covering the Fund and its officers and directors; costs of indemnification; and any extraordinary expenses.
7.Compensation.
(a) For the services which Subadviser will render under this Agreement, Manager will pay Subadviser a fee based on the prorata assets of the Fund managed by Subadviser during the month. Prorata assets will be calculated by taking an average of the assets managed by Subadviser at the beginning and ending of each month and determining their percentage of the total portfolio assets. This percentage will then be aplied to the fees earned by Manager. In the event that Subadviser’ s right to such fee commences on a date other than the first day of the month or terminates prior to the end of the month, the fee will be weighted for the number of days in the month such assets were managed. If this Agreement is terminated as of any date not the last day of a calendar month, a final fee shall be paid promptly after the date of termination.
(b) No director, officer or employee of the Fund shall receive from the Fund any salary or other compensation as such director, officer or employee while he is at the same time a director, officer of Manager, Subadviser or any affiliated company of Manager or Subadviser.
8.Limitation of Liability. Subadviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations or duties under this Agreement.
9.Definitions. As used in this Agreement, the terms “assignment”, “interested person”, and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2 (a) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order.
10.Duration and Termination. This Agreement will become effective on the date first written above, provided that it shall have been approved by the Fund’s Board of directors and by the stockholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect for two years from the above written date. Thereafter, if not terminated, this Agreement shall continue in effect for successive annual periods ending on the same date of each year, provided that such continuance is specifically approved at least annually (i) by the Fund’s Board of Directors or (ii) by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, provided that in either event the continuance is also approved by a majority of the Fund’s directors who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
This Agreement is terminable without penalty by the Fund’s Board of Directors, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by Manager or Subadviser, on not less than 60 days’ notice to the other party, and will be terminated upon the mutual written consent of Subadviser and Manager. This Agreement will also automatically and immediately terminate in the event of its assignment, or in the event that the Investment Advisory Agreement between the Fund and Manager, with respect to the Fund, is terminated.
11.Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
12.Amendments. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought and no material amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the outstanding voting securities of the Fund.
13.Miscellaneous. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the
K-6-3
provisions hereof or otherwise affect their construction or effect. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors, to the extent permitted by law, and shall be governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.
[NAME OF MANAGER] | ||
By: | ||
Name: | ||
Title: | ||
[NAME OF SUBADVISER] | ||
By: | ||
Name: | ||
Title: | ||
The foregoing is acknowledged:
The undersigned officer of the Fund has executed this Agreement not individually but in his/her capacity as an officer of the Fund. The Fund does not hereby undertake any obligation to the Subadviser.
[NAME OF FUND] | ||
By: | ||
Name: | ||
Title: | ||
K-6-4
WA 007CFN0EAD
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280
| ||
 | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-800-337-3503 Follow the recorded instructions available 24 hours
| ||
 |
LMF_31280_040420 | |
FUNDS | FUNDS | FUNDS | ||
Western Asset Adjustable Rate Income FD | Western Asset California Muni FD | Western Asset Corporate Bond FD | ||
Western Asset Emerging Markets Debt FD | Western Asset Global High Yield Bond Fund | Western Asset Income Fund | ||
Western Asset Intermediate-Term Municipals FD | Western Asset Intr Maturity CA Municipals FD | Western Asset Intr Maturity NY Municipals FD | ||
Western Asset Managed Municipals FD | Western Asset Massachusetts Municipals FD | Western Asset Mortgage Total Return Fund | ||
Western Asset Muni High Inc FD | Western Asset New Jersey Municipals FD | Western Asset New York Municipals FD | ||
Western Asset Oregon Municipals FD | Western Asset PA Municipal Fund | Western Asset Short Duration High Income Fund | ||
Western Asset Short Duration Muni Income FD | Western Asset Short Term Bond Fund |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with: |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Adjustable Rate Income FD | ☐ | ☐ | ☐ | 02 Western Asset California Muni FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Corporate Bond FD | ☐ | ☐ | ☐ | 04 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | 06 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Intermediate-Term Municipals FD | ☐ | ☐ | ☐ | 08 Western Asset Intr Maturity CA Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Intr Maturity NY Municipals FD | ☐ | ☐ | ☐ | 10 Western Asset Managed Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Massachusetts Municipals FD | ☐ | ☐ | ☐ | 12 Western Asset Mortgage Total Return Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Muni High Inc FD | ☐ | ☐ | ☐ | 14 Western Asset New Jersey Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset New York Municipals FD | ☐ | ☐ | ☐ | 16 Western Asset Oregon Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset PA Municipal Fund | ☐ | ☐ | ☐ | 18 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Short Duration Muni Income FD | ☐ | ☐ | ☐ | 20 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ |
1B. Western Asset Management Company, LLC |  |
Non-Applicable to your Fund(s)
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Adjustable Rate Income FD | ☐ | ☐ | ☐ | 02 Western Asset California Muni FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Corporate Bond FD | ☐ | ☐ | ☐ | 04 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | 06 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Intermediate-Term Municipals FD | ☐ | ☐ | ☐ | 08 Western Asset Intr Maturity CA Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Intr Maturity NY Municipals FD | ☐ | ☐ | ☐ | 10 Western Asset Managed Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Massachusetts Municipals FD | ☐ | ☐ | ☐ | 12 Western Asset Mortgage Total Return Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Muni High Inc FD | ☐ | ☐ | ☐ | 14 Western Asset New Jersey Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset New York Municipals FD | ☐ | ☐ | ☐ | 16 Western Asset Oregon Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset PA Municipal Fund | ☐ | ☐ | ☐ | 18 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Short Duration Muni Income FD | ☐ | ☐ | ☐ | 20 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | 02 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Income Fund | ☐ | ☐ | ☐ | 04 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||||||||
01 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | 02 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
 | xxxxxxxxxxxxxx | LMF1 31280 | xxxxxxxxxxxxxx | |||||||
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280
| ||
| | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-800-337-3503 Follow the recorded instructions available 24 hours
| ||
|
LMF_31280_040420 | |
FUNDS | FUNDS | FUNDS | ||
WA Premier Institutional Government Reserves | WA Premier Institutional Liquid Reserves | WA Premier Institutional US Treasury Reserves | ||
Western Asset Inst Government Reserves | Western Asset Inst US Treas Obligations MMF | Western Asset Institutional Liquid Reserves | ||
Western Asset Institutional US Treasury RES | Western Asset Select Tax Free Reserves | Western Asset Smash Series C FD | ||
Western Asset Smash Series EC FD | Western Asset Smash Series M FD | Western Asset Smash Series TF Fund | ||
Western Asset Government Reserves | Western Asset New York Tax Free Money Market FD | Western Asset Prime Obligations Money Mkt FD | ||
Western Asset Tax Free Reserves | Western Asset Us Treasury Reserves | Western Asset Premium Liquid Reserves | ||
Western Asset Premium US Treasury Reserves | Western Asset Core Plus VIT Portfolio |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with: |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||
01 WA Premier Institutional Government Reserves | ☐ | ☐ | ☐ | 02 WA Premier Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
03 WA Premier Institutional US Treasury Reserves | ☐ | ☐ | ☐ | 04 Western Asset Inst Government Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
05 Western Asset Inst US Treas Obligations MMF | ☐ | ☐ | ☐ | 06 Western Asset Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
07 Western Asset Institutional US Treasury RES | ☐ | ☐ | ☐ | 08 Western Asset Select Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
09 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 10 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||
11 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 12 Western Asset Smash Series TF Fund | ☐ | ☐ | ☐ | |||||||||||||||||
13 Western Asset Government Reserves | ☐ | ☐ | ☐ | 14 Western Asset New York Tax Free Money Market FD | ☐ | ☐ | ☐ | |||||||||||||||||
15 Western Asset Prime Obligations Money Mkt FD | ☐ | ☐ | ☐ | 16 Western Asset Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
17 Western Asset Us Treasury Reserves | ☐ | ☐ | ☐ | 18 Western Asset Premium Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||
19 Western Asset Premium US Treasury Reserves | ☐ | ☐ | ☐ | 20 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ |
1B. Western Asset Management Company, LLC | |
Non-Applicable to your Fund(s)
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 WA Premier Institutional Government Reserves | ☐ | ☐ | ☐ | 02 WA Premier Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
03 WA Premier Institutional US Treasury Reserves | ☐ | ☐ | ☐ | 04 Western Asset Inst Government Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inst US Treas Obligations MMF | ☐ | ☐ | ☐ | 06 Western Asset Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Institutional US Treasury RES | ☐ | ☐ | ☐ | 08 Western Asset Select Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 10 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 12 Western Asset Smash Series TF Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Government Reserves | ☐ | ☐ | ☐ | 14 Western Asset New York Tax Free Money Market FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset Prime Obligations Money Mkt FD | ☐ | ☐ | ☐ | 16 Western Asset Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset Us Treasury Reserves | ☐ | ☐ | ☐ | 18 Western Asset Premium Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Premium US Treasury Reserves | ☐ | ☐ | ☐ | 20 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 02 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 04 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | 02 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | 02 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
| xxxxxxxxxxxxxx | LMF2 31280 | xxxxxxxxxxxxxx | |||||||
LEGG MASON-SPONSORED FUNDS
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
(JUNE 12, 2020 FOR WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49thFloor, New York, New York, or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The special meeting of shareholders of Western Asset Investment Grade Income Fund Inc. (“PAI”) will be held at 9:00 a.m. (Eastern time) on June 12, 2020. The special meeting of shareholders of Western Asset Premier Bond Fund (“WEA”) will be held at 9:00 a.m. (Eastern time) on July 14, 2020. Special meetings of shareholders of the Open-End Funds will be held at 11:00 a.m. (Eastern time) on July 14, 2020. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280.
| ||
| | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-800-337-3503 Follow the recorded instructions available 24 hours
| ||
|
LMF_31280_040420 | |
FUNDS | FUNDS | FUNDS | ||
Western Asset Var Global High Yield Bond | Western Asset Core Bond FD | Western Asset Core Plus Bond | ||
Western Asset High Yield FD | Western Asset Inflation Index Pl | Western Asset Intermediate Bond Fund | ||
Western Asset Macro Opportunities Fund | Western Asset Total Return Unconstrained Fund | WA Investment Grade Income Fund Inc | ||
WA Premier Bond Fund |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC. |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | �� | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | ||||||||||||||||||
1B. Western Asset Management Company, LLC | |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||
01 WA Investment Grade Income Fund Inc | ☐ | ☐ | ☐ | 02 WA Premier Bond Fund | ☐ | ☐ | ☐ |
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
09 WA Investment Grade Income Fund Inc | ☐ | ☐ | ☐ | 10 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 02 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 04 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 04 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | 06 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
| xxxxxxxxxxxxxx | LMF3 31280 | xxxxxxxxxxxxxx | |||||||
LEGG MASON-SPONSORED FUNDS
VOTING INSTRUCTION CARD FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
(JUNE 12, 2020 FOR WESTERN ASSET INVESTMENT GRADE INCOME FUND INC.)
[INSURANCE COMPANY NAMEDROP-IN]
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, or at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. The special meeting of shareholders of Western Asset Investment Grade Income Fund Inc. (“PAI”) will be held at 9:00 a.m. (Eastern time) on June 12, 2020. The special meeting of shareholders of Western Asset Premier Bond Fund (“WEA”) will be held at 9:00 a.m. (Eastern time) on July 14, 2020. Special meetings of shareholders of the Open-End Funds will be held at 11:00 a.m. (Eastern time) on July 14, 2020. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the meeting or any adjournments or postponements thereof.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Voting Instruction Card is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280.
| ||
| | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-866-298-8476 Follow the recorded instructions available 24 hours
| ||
|
LMF_31280_040820_VI | |
FUNDS | FUNDS | FUNDS | ||
Western Asset Adjustable Rate Income FD | Western Asset California Muni FD | Western Asset Corporate Bond FD | ||
Western Asset Emerging Markets Debt FD | Western Asset Global High Yield Bond Fund | Western Asset Income Fund | ||
Western Asset Intermediate-Term Municipals FD | Western Asset Intr Maturity CA Municipals FD | Western Asset Intr Maturity NY Municipals FD | ||
Western Asset Managed Municipals FD | Western Asset Massachusetts Municipals FD | Western Asset Mortgage Total Return Fund | ||
Western Asset Muni High Inc FD | Western Asset New Jersey Municipals FD | Western Asset New York Municipals FD | ||
Western Asset Oregon Municipals FD | Western Asset PA Municipal Fund | Western Asset Short Duration High Income Fund | ||
Western Asset Short Duration Muni Income FD | Western Asset Short Term Bond Fund |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with: |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Adjustable Rate Income FD | ☐ | ☐ | ☐ | 02 Western Asset California Muni FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Corporate Bond FD | ☐ | ☐ | ☐ | 04 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | 06 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Intermediate-Term Municipals FD | ☐ | ☐ | ☐ | 08 Western Asset Intr Maturity CA Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Intr Maturity NY Municipals FD | ☐ | ☐ | ☐ | 10 Western Asset Managed Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Massachusetts Municipals FD | ☐ | ☐ | ☐ | 12 Western Asset Mortgage Total Return Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Muni High Inc FD | ☐ | ☐ | ☐ | 14 Western Asset New Jersey Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset New York Municipals FD | ☐ | ☐ | ☐ | 16 Western Asset Oregon Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset PA Municipal Fund | ☐ | ☐ | ☐ | 18 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Short Duration Muni Income FD | ☐ | ☐ | ☐ | 20 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ |
1B. Western Asset Management Company, LLC | |
Non-Applicable to your Fund(s)
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Adjustable Rate Income FD | ☐ | ☐ | ☐ | 02 Western Asset California Muni FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Corporate Bond FD | ☐ | ☐ | ☐ | 04 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | 06 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Intermediate-Term Municipals FD | ☐ | ☐ | ☐ | 08 Western Asset Intr Maturity CA Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Intr Maturity NY Municipals FD | ☐ | ☐ | ☐ | 10 Western Asset Managed Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Massachusetts Municipals FD | ☐ | ☐ | ☐ | 12 Western Asset Mortgage Total Return Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Muni High Inc FD | ☐ | ☐ | ☐ | 14 Western Asset New Jersey Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset New York Municipals FD | ☐ | ☐ | ☐ | 16 Western Asset Oregon Municipals FD | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset PA Municipal Fund | ☐ | ☐ | ☐ | 18 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Short Duration Muni Income FD | ☐ | ☐ | ☐ | 20 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | 02 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Income Fund | ☐ | ☐ | ☐ | 04 Western Asset Short Duration High Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Short Term Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||||||||
01 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Emerging Markets Debt FD | ☐ | ☐ | ☐ | 02 Western Asset Global High Yield Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Income Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note:Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
| xxxxxxxxxxxxxx | LMF1 31280 | xxxxxxxxxxxxxx | |||||||
LEGG MASON-SPONSORED FUNDS
VOTING INSTRUCTION CARD FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
[INSURANCE COMPANY NAMEDROP-IN]
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the meeting or any adjournments or postponements thereof.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Voting Instruction Card is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280
| ||
| | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-866-298-8476 Follow the recorded instructions available 24 hours
| ||
|
LMF_31280_040820_VI | |
FUNDS | FUNDS | FUNDS | ||
WA Premier Institutional Government Reserves | WA Premier Institutional Liquid Reserves | WA Premier Institutional US Treasury Reserves | ||
Western Asset Inst Government Reserves | Western Asset Inst US Treas Obligations MMF | Western Asset Institutional Liquid Reserves | ||
Western Asset Institutional US Treasury RES | Western Asset Select Tax Free Reserves | Western Asset Smash Series C FD | ||
Western Asset Smash Series EC FD | Western Asset Smash Series M FD | Western Asset Smash Series TF Fund | ||
Western Asset Government Reserves | Western Asset New York Tax Free Money Market FD | Western Asset Prime Obligations Money Mkt FD | ||
Western Asset Tax Free Reserves | Western Asset Us Treasury Reserves | Western Asset Premium Liquid Reserves | ||
Western Asset Premium US Treasury Reserves | Western Asset Core Plus VIT Portfolio |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with: |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 WA Premier Institutional Government Reserves | ☐ | ☐ | ☐ | 02 WA Premier Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
03 WA Premier Institutional US Treasury Reserves | ☐ | ☐ | ☐ | 04 Western Asset Inst Government Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inst US Treas Obligations MMF | ☐ | ☐ | ☐ | 06 Western Asset Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Institutional US Treasury RES | ☐ | ☐ | ☐ | 08 Western Asset Select Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 10 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 12 Western Asset Smash Series TF Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Government Reserves | ☐ | ☐ | ☐ | 14 Western Asset New York Tax Free Money Market FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset Prime Obligations Money Mkt FD | ☐ | ☐ | ☐ | 16 Western Asset Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset Us Treasury Reserves | ☐ | ☐ | ☐ | 18 Western Asset Premium Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Premium US Treasury Reserves | ☐ | ☐ | ☐ | 20 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ |
1B. Western Asset Management Company, LLC | |
Non-Applicable to your Fund(s)
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 WA Premier Institutional Government Reserves | ☐ | ☐ | ☐ | 02 WA Premier Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
03 WA Premier Institutional US Treasury Reserves | ☐ | ☐ | ☐ | 04 Western Asset Inst Government Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inst US Treas Obligations MMF | ☐ | ☐ | ☐ | 06 Western Asset Institutional Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Institutional US Treasury RES | ☐ | ☐ | ☐ | 08 Western Asset Select Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
09 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 10 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||||
11 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 12 Western Asset Smash Series TF Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
13 Western Asset Government Reserves | ☐ | ☐ | ☐ | 14 Western Asset New York Tax Free Money Market FD | ☐ | ☐ | ☐ | |||||||||||||||||||
15 Western Asset Prime Obligations Money Mkt FD | ☐ | ☐ | ☐ | 16 Western Asset Tax Free Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
17 Western Asset Us Treasury Reserves | ☐ | ☐ | ☐ | 18 Western Asset Premium Liquid Reserves | ☐ | ☐ | ☐ | |||||||||||||||||||
19 Western Asset Premium US Treasury Reserves | ☐ | ☐ | ☐ | 20 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series C FD | ☐ | ☐ | ☐ | 02 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Smash Series M FD | ☐ | ☐ | ☐ | 04 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | 02 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Smash Series EC FD | ☐ | ☐ | ☐ | 02 Western Asset Core Plus VIT Portfolio | ☐ | ☐ | ☐ | |||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note:Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
| xxxxxxxxxxxxxx | LMF2 31280 | xxxxxxxxxxxxxx | |||||||
LEGG MASON-SPONSORED FUNDS
VOTING INSTRUCTION CARD FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED TO BE HELD ON JULY 14, 2020
[INSURANCE COMPANY NAMEDROP-IN]
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).
The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the meeting or any adjournments or postponements thereof.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Voting Instruction Card is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the proposals.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL for the Special Meeting(s) of Shareholders scheduled to be held on The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lmf-31280
| ||
| | VOTE ON THE INTERNET Log on to: https://www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours
| |
VOTE BY PHONE: Call 1-866-298-8476 Follow the recorded instructions available 24 hours
| ||
|
LMF_31280_040820_VI | |
FUNDS | FUNDS | FUNDS | ||
Western Asset Var Global High Yield Bond | Western Asset Core Bond FD | Western Asset Core Plus Bond | ||
Western Asset High Yield FD | Western Asset Inflation Index Pl | Western Asset Intermediate Bond Fund | ||
Western Asset Macro Opportunities Fund | Western Asset Total Return Unconstrained Fund | WA Investment Grade Income Fund Inc | ||
| WA Premier Bond Fund |
PLEASE NOTE:If it is determined that the Meeting will be held at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website (http://leggmason.com/virtualproxyfundsmeeting). We encourage you to check the website prior to the meeting if you plan to attend. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals The Board responsible for your Fund(s) recommends that you vote “FOR” the Proposals with respect to your Fund(s). |
| 1. | To approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLC. |
| 1A. | Legg Mason Partners Fund Advisor, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ |
1B. Western Asset Management Company, LLC | |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||
01 WA Investment Grade Income Fund Inc | ☐ | ☐ | ☐ | 02 WA Premier Bond Fund | ☐ | ☐ | ☐ |
| 2. | To approve a New Subadvisory Agreement with: |
| 2A. | Western Asset Management Company, LLC |
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2B. Western Asset Management Company Limited |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Bond FD | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 04 Western Asset High Yield FD | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 06 Western Asset Intermediate Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
07 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 08 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
09 WA Investment Grade Income Fund Inc | ☐ | ☐ | ☐ | 10 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 2C. Western Asset Management Company Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | 02 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | 04 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| 2D. Western Asset Management Company Pte. Ltd. |
| |||||||||||||||||||||||||
| FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||||
01 Western Asset Var Global High Yield Bond | ☐ | ☐ | ☐ | 02 Western Asset Core Plus Bond | ☐ | ☐ | ☐ | |||||||||||||||||||
03 Western Asset Inflation Index Pl | ☐ | ☐ | ☐ | 04 Western Asset Macro Opportunities Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
05 Western Asset Total Return Unconstrained Fund | ☐ | ☐ | ☐ | 06 WA Premier Bond Fund | ☐ | ☐ | ☐ | |||||||||||||||||||
| 3. | To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
B | Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below | |
Note:Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
| Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||||
| / / | ||||||||||
| Scanner bar code | ||||||||||
| ||||||||||
| xxxxxxxxxxxxxx | LMF3 31280 | xxxxxxxxxxxxxx | |||||||