Closed-End Funds Administered by Legg Mason Partners Fund Advisor, LLC Announce Adoption of Control Share Acquisition Bylaw Provision and/or Other Bylaw Amendments
Persons acting in concert and affiliates are generally treated as a single acquiring person as further detailed in the Control Share Acquisition Amendment.
Each Fund announced today that it has, by resolution unanimously adopted by the Board of Trustees/Directors (the “Board”), amended and restated the bylaws of each Fund (the “Bylaws”), effective November 2, 2020.
The Bylaws of each of Western Asset Inflation-Linked Income Fund, Western Asset Inflation-Linked Opportunities & Income Fund, and Western Asset Premier Bond Fund now include provisions (collectively, the “Control Share Acquisition Amendment”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares generally only to the extent the authorization of such voting rights is approved by other shareholders of the Fund.
The Control Share Acquisition Amendment provides that any person who acquires beneficial ownership of shares in a Control Share Acquisition (“acquiring person”) will not be entitled to vote such shares unless the other shareholders of such Fund authorize those voting rights at a meeting of shareholders by a vote of a majority of the votes entitled to vote generally in the election of Board members, excluding the acquiring person and any other holders of “interested shares” as defined in the Bylaws. Generally, a Control Share Acquisition occurs when an acquiring person obtains beneficial ownership of shares (in summary, direct or indirect sole or shared power to dispose of the shares or vote the shares) that, when aggregated with shares already beneficially owned by the acquiring person, would, but for the Control Share Acquisition Amendment, entitle such acquiring person to vote or direct the voting of shares having voting power in the election of Board members within any of four ranges: one-tenth or more but less than one-fifth, one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority of all voting power. Persons acting in concert and affiliates are generally treated as a single acquiring person as further detailed in the Control Share Acquisition Amendment.
The Control Share Acquisition Amendment is intended to protect the interests of the Fund and its shareholders by limiting the risk that the Fund will become subject to undue influence by any person who makes a Control Share Acquisition of Fund shares. The Control Share Acquisition Amendment entrusts other “non interested” shareholders with determining whether to enfranchise any acquiring person with respect to shares acquired in a Control Share Acquisition.
The above description of the Control Share Acquisition Amendment is only a high-level summary and does not purport to be complete. Investors should refer to the Bylaws of each of Western Asset Inflation-Linked Income Fund, Western Asset Inflation-Linked Opportunities & Income Fund, and Western Asset Premier Bond Fund for more information, including definitions of key terms, various exclusions and exemptions from the Control Share Acquisition Amendment’s scope, and the procedures by which shareholders may approve voting rights of holders of shares with respect to shares acquired in a Control Share Acquisition.
In addition, the Bylaws of each Fund (including Western Asset Investment Grade Income Fund Inc.) now include a majority voting standard for the election of Board members. The new voting standard will apply to all future elections of Board members, replacing each Fund’s previous plurality voting standard. Each Fund’s new voting standard for the election of Board members is a majority of all the votes entitled to be cast in the election of Board members. Investors should refer to the Bylaws of each Fund for more details regarding this voting standard and details regarding other Bylaw provisions adopted by the Board.
An investment in a Fund involves risk, including loss of principal. Investment return and the value of shares will fluctuate. Any data and commentary provided in this press release are for informational purposes only.
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on each Fund’s current plans and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties are contained in each Fund’s filings with the SEC.
For more information, please call Investor Relations: 1-888-777-0102, or consult the Funds’ web site at www.lmcef.com. The information contained on the Funds’ web site is not part of this press release. Hard copies of the Funds’ complete audited financial statements are available free of charge upon request.
Data and commentary provided in this press release are for informational purposes only. Franklin Resources and its affiliates do not engage in selling shares of the Funds.
Category: Fund Announcement
Source: Franklin Resources, Inc.
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