As filed with the U.S. Securities and Exchange Commission on February 20, 2014
Securities Act File No. 33-49552
Investment Company Act File No. 811-6740
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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x
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 93
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and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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x
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Amendment No. 99
(Check appropriate box or boxes.)
Legg Mason
Partners Institutional Trust*
(Exact Name of Registrant as Specified in Charter)
620 Eighth Avenue, New York, New York 10018
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, including Area Code (877) 721-1926
Robert I. Frenkel
Legg
Mason Partners Institutional Trust
100 First Stamford Place
Stamford, Connecticut 06902
(Name and Address of Agent for Service)
COPY TO:
Roger P. Joseph, Esq.
Bingham McCutchen LLP
One Federal Street
Boston, Massachusetts 02110
Continuous
(Approximate Date of Proposed Offering)
It is proposed that this
filing will become effective on March 1, 2014, pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
*
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This filing relates solely to Western Asset SMASh Series M Fund, Western Asset SMASh Series C Fund and Western Asset SMASh Series EC Fund.
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Prospectus
March 1, 2014
WESTERN ASSET SMASh SERIES M FUND
Ticker Symbol:
LMSMX
WESTERN ASSET SMASh SERIES C FUND
Ticker Symbol:
LMLCX
WESTERN ASSET SMASh SERIES EC FUND
Ticker Symbol:
LMECX
The Securities and Exchange Commission has not
approved or disapproved these securities or determined whether this Prospectus is accurate or complete. Any statement to the contrary is a crime.
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INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE
VALUE
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2
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Western Asset SMASh Series Funds
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Western Asset SMASh Series M Fund (SMASh Series M Fund)
Investment objective
The fund seeks to maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
Fees and expenses of the fund
The accompanying table describes the fees
and expenses that you may pay if you buy and hold shares of the fund. Shareholders should be aware that, as shown under Management fees in the table below, the fund pays no fees under its management and advisory agreements to the
funds manager and subadviser. However, all fund shareholders are participants in separately managed account programs and pay fees to program sponsors for the costs and expenses of the programs, including fees for investment advice, custody and
portfolio execution. When a program participant, alone or with his or her program sponsor, elects to allocate assets to an investment strategy managed or advised by the funds subadviser or an affiliate of the subadviser, the subadviser or that
affiliate typically 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 program participant will pay a fee for investment advice directly to the
subadviser or an affiliate in its capacity as manager, adviser or subadviser to the participants managed account.
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Shareholder fees
(%)
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(fees paid directly from your investment)
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SMASh Series M Fund
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Maximum sales charge (load) imposed on purchases (as a % of offering price)
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None
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Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption)
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None
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Annual fund operating expenses
(%)
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(expenses that you pay each year as a percentage of the value of your investment)
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SMASh Series M Fund
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Management fees
1
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0.00
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Distribution and service
(12b-1)
fees
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None
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Other expenses
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0.09
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Total annual fund operating expenses
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0.09
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Expense reimbursement
2
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(0.09)
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Total annual fund operating expenses after reimbursing expenses
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0.00
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1
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Neither the funds manager nor the funds subadviser charges a management fee to the fund. Shareholders should be aware, however, that the fund is an
integral part of separately managed account programs, and the funds manager and the funds subadviser will be compensated directly or indirectly by separately managed account program sponsors.
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2
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The manager has agreed to reimburse 100% of the funds operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund
fees and expenses). This arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees consent.
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Example
This example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds. The example assumes:
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You invest $10,000 in the fund for the time periods indicated
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Your investment has a 5% return each year and the funds operating expenses remain the same
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You reinvest all distributions and dividends without a sales charge
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Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Number of years you own your shares
($)
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1 year
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3 years
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5 years
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10 years
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SMASh Series M Fund
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0
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10
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32
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97
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Western Asset SMASh Series Funds
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3
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Fees and expenses of the fund contd
Portfolio turnover.
The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are
held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the funds performance. During the most recent fiscal year, the funds portfolio turnover rate was 150% of the
average value of its portfolio.
Principal investment strategies
Under normal circumstances, the fund expects to invest primarily in a combination of U.S. dollar denominated and
non-U.S.
dollar denominated investment grade (that is, rated in the Baa/BBB categories or above, or, if unrated, determined to be of comparable quality by the subadviser) debt obligations of U.S. and
non-U.S.
issuers
(including emerging market issuers) and in derivatives and other instruments relating to such investments. The fund intends to invest a substantial portion of its assets in mortgage-related securities, U.S. government securities and money market
instruments. The fund also intends to invest in asset-backed and inflation-protected securities and to engage in dollar rolls on mortgage-related securities.
Although the fund may invest in securities of any maturity, the funds target dollar-weighted average effective duration, as estimated by the funds subadviser, is expected to range between 6 months and
10 years. Effective duration seeks to measure the expected sensitivity of market price to changes in interest rates, taking into account the anticipated effects of structural complexities (for example, some bonds can be prepaid by the issuer).
Instead of, and/or in addition to, investing directly in particular securities, the fund may use instruments such as derivatives, including options,
interest rate swaps, credit default swaps and options on credit default swaps, and futures contracts, and synthetic instruments that are intended to provide economic exposure to the securities or the issuers or to be used as a hedging technique. The
fund may use one or more types of these instruments without limit. For additional information regarding derivatives, see More on the funds investment strategies, investments and risksDerivatives in this Prospectus.
The fund may also engage in a variety of transactions using derivatives in order to change the investment characteristics of its portfolio (such as
shortening or lengthening duration) and for other purposes.
The fund may borrow money to increase portfolio holdings, to the extent consistent with the
funds fundamental investment restrictions.
The fund is classified as diversified.
Certain risks
Risk is
inherent in all investing. There is no assurance that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose
part or all of your investment in the fund or your investment may not perform as well as other similar investments. The fund may take temporary defensive positions; in such a case, the fund will not be pursuing its principal investment strategies.
The following is a summary description of certain risks of investing in the fund.
Market
and interest rate risk.
The market prices of the funds securities may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse
economic or political conditions, inflation, changes in interest rates, lack of liquidity in the bond markets or adverse investor sentiment. When market prices fall, the value of your investment will go down. The value of your investment will
generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities.
Recent market events risk.
The global financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many
securities and unprecedented volatility in the markets. In response to the crisis, the U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks have taken steps to support financial markets, including
by keeping interest rates at historically low levels. More recently, the Federal Reserve has reduced its market support activities. Further reduction or withdrawal of this support, failure of efforts in response to the crisis, or investor perception
that such efforts are not succeeding could negatively affect financial markets generally as well as result in higher interest rates, increase market volatility and reduce the value and liquidity of certain securities.
This environment could make identifying investment risks and opportunities especially difficult for the subadviser, and whether or not the fund invests in
securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the funds investments may be negatively affected. In addition, policy and legislative
changes in the United States and in other countries are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.
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4
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Western Asset SMASh Series Funds
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Credit risk.
If an issuer or guarantor of a security held by the fund or a counterparty to a financial contract with the fund defaults or is downgraded, or is perceived to be less creditworthy, or if the value of the assets
underlying a security declines, the value of your investment will typically decline. Junk bonds are considered speculative, have a higher risk of default, tend to be less liquid and are more difficult to value than higher grade securities. Junk
bonds tend to be volatile and more susceptible to adverse events and negative sentiments. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by
a default, downgrade or perceived decline in creditworthiness.
Derivatives risk.
Using derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivatives themselves behave in a way not anticipated by the fund. Using derivatives also
can have a leveraging effect and increase fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may be difficult to sell, unwind or value, and the counterparty may
default on its obligations to the fund. The U.S. government is in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The
ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance.
Credit default swap contracts involve heightened risks and may result in losses to the fund. Credit default swaps may be illiquid and difficult to value, and they
increase credit risk since the fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Mortgage-backed and asset-backed securities risk.
When market interest rates increase, the market values of mortgage-backed securities decline. At the
same time, however, mortgage refinancings and prepayments slow, which lengthens the effective duration of these securities. As a result, the negative effect of the interest rate increase on the market value of mortgage-backed securities is usually
more pronounced than it is for other types of fixed income securities, potentially increasing the volatility of the fund. Conversely, when market interest rates decline, while the value of mortgage-backed securities may increase, the rate of
prepayment of the underlying mortgages also tends to increase, which shortens the effective duration of these securities. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations and
the value of property that secures the mortgage may decline in value and be insufficient, upon foreclosure, to repay the associated loan. Investments in asset-backed securities are subject to similar risks.
Leveraging risk.
The value of your investment may be
more volatile if the fund borrows or uses derivatives or other investments that have a leveraging effect on the funds portfolio. Other risks also will be compounded. This is because leverage generally magnifies the effect of a change in the
value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations. The use of leverage is considered to be a
speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the funds assets.
Liquidity risk.
Some assets held by the fund may be impossible or difficult to sell, particularly during times of market turmoil. These illiquid
assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be forced to sell at a loss.
Foreign investments and emerging market risk.
The funds investments in securities of foreign
issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the fund may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of the
funds investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable government actions, and political or financial instability. Lack of information may also
affect the value of these securities.
The risks of foreign investments are heightened when investing in issuers in emerging market countries.
Emerging market countries tend to have economic, political and legal systems that are less fully developed and are less stable than those of more developed countries. They are often particularly sensitive to market movements because their market
prices tend to reflect speculative expectations. Low trading volumes may result in a lack of liquidity and in extreme price volatility.
Currency risk.
The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those
currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic
conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation.
Valuation risk.
The sales price the fund could receive for any particular portfolio investment may differ from the funds valuation of the
investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. Investors who purchase or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer
or more shares or lower or higher redemption proceeds than they would have received if the fund had not fair-valued the security or had used a different valuation methodology.
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Western Asset SMASh Series Funds
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5
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Certain risks contd
Risk of increase in
expenses.
Your actual costs of investing in the fund may be higher than the expenses shown in Annual fund operating expenses for a variety of reasons. For example, expense ratios may be
higher than those shown if an expense reimbursement agreement is changed or terminated.
Prepayment or call risk.
Many issuers have a right
to prepay their securities. If interest rates fall, an issuer may exercise this right. If this happens, the fund will not benefit from the rise in market price that normally accompanies a decline in interest rates, and will be forced to reinvest
prepayment proceeds at a time when yields on securities available in the market are lower than the yield on the prepaid security. The fund may also lose any premium it paid on the security.
Extension risk.
If interest rates rise, repayments of fixed income securities may occur more slowly
than anticipated by the market. This may drive the prices of these securities down because their interest rates are lower than the current interest rate and they remain outstanding longer.
Risk of investing in fewer issuers.
To the extent
the fund invests in a small number of issuers, the fund will be more susceptible to negative events affecting those issuers.
Portfolio selection risk.
The value of your investment may decrease if the subadvisers judgment about the quality, relative yield, value or
market trends affecting a particular security, industry, sector or region, or about interest rates, is incorrect.
These risks are discussed in more
detail later in this Prospectus or in the Statement of Additional Information (SAI).
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6
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Western Asset SMASh Series Funds
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Performance
The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the
funds performance from year to year. The table shows the average annual total returns of the fund and also compares the funds performance with the average annual total returns of an index or other benchmark. The fund makes updated
performance information available by calling the fund at
1-877-721-1926.
The funds past performance
(before and after taxes) is not necessarily an indication of how the fund will perform in the future.
Sales charges are not reflected in the
accompanying bar chart, and if those charges were included, returns would be less than those shown. Sales charges do not apply to purchases of fund shares by managed account program participants, but (as discussed above), managed account program
participants pay fees to program sponsors for the costs and expenses of such programs.
Best Quarter
(09/30/2009): 8.99
Worst Quarter
(12/31/2008): (6.13)
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Average annual total returns
(%)
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(for periods ended December 31, 2013)
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1 year
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5 years
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Since
inception
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Inception
date
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SMASh Series M Fund
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12/27/2006
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Return before taxes
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1.09
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10.10
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6.15
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Return after taxes on distributions
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(0.35)
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8.01
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4.09
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Return after taxes on distributions and sale of fund shares
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0.62
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7.15
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4.00
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Barclays U.S. Fixed-Rate Mortgage Backed Securities Index (reflects no deduction for fees, expenses or taxes)
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(1.45)
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3.70
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4.82
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The
after-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local taxes. Actual
after-tax
returns depend on an investors tax situation and may differ from those shown.
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Western Asset SMASh Series Funds
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7
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Management
Investment manager:
Legg
Mason Partners Fund Advisor, LLC
Subadvisers:
Western Asset Management Company and Western Asset Management Company Limited. References to the subadviser include each applicable subadviser.
Investment professionals:
Stephen A. Walsh,
Frederick R. Marki, Anup Agarwal and Bonnie M. Wongtrakool. Mr. Walsh has been a part of the portfolio management team for the fund since its inception. Mr. Marki has been a part of the portfolio management team for the fund since August 2013. Mr.
Agarwal and Ms. Wongtrakool have been a part of the portfolio management team for the fund since September 2013. These investment professionals work together with a broader investment management team. It is anticipated that Mr. Walsh will step down
as a member of the funds portfolio management team effective on or about March 31, 2014 and that S. Kenneth Leech will join the funds portfolio management team at that time.
Purchase and sale of fund shares
Generally, shares of the fund may be
purchased only by or on behalf of separately managed account clients where an affiliate of the manager has an agreement with the managed account program sponsor, or directly with the client, to provide management or advisory services.
There are no maximum or minimum investment requirements in the fund (although your program sponsor may have certain investment requirements).
Redemption orders are made based on instructions from your managed account adviser or program sponsor to the broker/dealer who executes trades for the account.
Shares of the fund can be redeemed through the broker/dealer on any day the New York Stock Exchange is open.
Tax information
The fund
intends to make distributions that may be taxed as ordinary income or capital gains.
Payments to
broker/dealers and other financial intermediaries
The funds related companies may pay broker/dealers or other financial intermediaries (such
as a bank or an insurance company) for the sale of fund shares, shareholder services and other purposes. These payments create a conflict of interest by influencing your broker/dealer or other intermediary or its employees or associated persons to
recommend the fund, or a managed account strategy of which the fund is a part, over another investment. Ask your financial adviser or salesperson or visit your financial intermediarys or salespersons website for more information.
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8
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Western Asset SMASh Series Funds
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Western Asset SMASh Series C Fund (SMASh Series C Fund)
Investment objective
The fund seeks to maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
Fees and expenses of the fund
The accompanying table describes the fees
and expenses that you may pay if you buy and hold shares of the fund. Shareholders should be aware that, as shown under Management fees in the table below, the fund pays no fees under its management and advisory agreements to the
funds manager and subadviser. However, all fund shareholders are participants in separately managed account programs and pay fees to program sponsors for the costs and expenses of the programs, including fees for investment advice, custody and
portfolio execution. When a program participant, alone or with his or her program sponsor, elects to allocate assets to an investment strategy managed or advised by the funds subadviser or an affiliate of the subadviser, the subadviser or that
affiliate typically 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 program participant will pay a fee for investment advice directly to the
subadviser or an affiliate in its capacity as manager, adviser or subadviser to the participants managed account.
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Shareholder fees
(%)
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(fees paid directly from your investment)
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SMASh Series C Fund
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Maximum sales charge (load) imposed on purchases (as a % of offering price)
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None
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Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption)
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None
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Annual fund operating expenses
(%)
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(expenses that you pay each year as a percentage of the value of your investment)
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SMASh Series C Fund
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Management fees
1
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0.00
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Distribution and service
(12b-1)
fees
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None
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Other expenses
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0.15
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Total annual fund operating expenses
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0.15
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Expense reimbursement
2
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(0.15)
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Total annual fund operating expenses after reimbursing expenses
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0.00
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1
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Neither the funds manager nor the funds subadviser charges a management fee to the fund. Shareholders should be aware, however, that the fund is an
integral part of separately managed account programs, and the funds manager and the funds subadviser will be compensated directly or indirectly by separately managed account program sponsors.
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2
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The manager has agreed to reimburse 100% of the funds operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund
fees and expenses). This arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees consent.
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Example
This example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds. The example assumes:
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You invest $10,000 in the fund for the time periods indicated
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Your investment has a 5% return each year and the funds operating expenses remain the same
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You reinvest all distributions and dividends without a sales charge
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Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Number of years you own your shares
($)
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1 year
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3 years
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5 years
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10 years
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SMASh Series C Fund
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0
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17
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54
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162
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Western Asset SMASh Series Funds
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9
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Fees and expenses of the fund contd
Portfolio turnover.
The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are
held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the funds performance. During the most recent fiscal year, the funds portfolio turnover rate was 57% of the
average value of its portfolio.
Principal investment strategies
The fund invests in a portfolio of debt obligations of various maturities. Under normal market conditions, the fund expects to invest primarily in corporate
obligations and in derivatives and other instruments relating to such investments. The fund currently limits its investments to U.S. dollar denominated investment grade (that is, rated in the Baa/BBB categories or above or, if unrated, determined to
be of comparable quality by the subadviser) debt obligations. The fund may at times invest in the securities of issuers located in only one country or in a relatively small number of countries, including in any emerging market country or countries.
Currently the fund does not contemplate investing 25% or more of its assets in a single country or a small number of countries, except in the United States. The subadviser may invest a significant portion of the funds assets in various
industry sectors, to the extent consistent with the funds fundamental investment restrictions.
In purchasing debt obligations for the fund, the
subadviser may take full advantage of the entire range of maturities and durations, and may adjust the average maturity or duration of the funds investments from time to time.
Instead of, and/or in addition to, investing directly in particular securities, the fund may use instruments such as derivatives, including options, interest rate swaps, credit default swaps and options on credit
default swaps, and futures contracts, and synthetic instruments that are intended to provide economic exposure to the securities or the issuers or to be used as a hedging technique. The fund may use one or more types of these instruments without
limit. For additional information regarding derivatives, see More on the funds investment strategies, investments and risksDerivatives in this Prospectus.
The fund may also engage in a variety of transactions using derivatives in order to change the investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes.
The fund may borrow money to increase portfolio holdings, to the extent consistent with the funds fundamental investment restrictions.
The fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified
fund.
Certain risks
Risk is inherent in all investing. There is no assurance that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment,
may fluctuate significantly. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The fund may take temporary defensive positions; in such a case, the fund will not be
pursuing its principal investment strategies. The following is a summary description of certain risks of investing in the fund.
Market and interest rate risk.
The market prices of the funds securities may go up or down, sometimes rapidly or unpredictably, due to general
market conditions, such as real or perceived adverse economic or political conditions, inflation, changes in interest rates, lack of liquidity in the bond markets or adverse investor sentiment. When market prices fall, the value of your investment
will go down. The value of your investment will generally go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities.
Recent market events risk.
The global financial crisis that began in 2008 has caused a significant
decline in the value and liquidity of many securities and unprecedented volatility in the markets. In response to the crisis, the U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks have taken
steps to support financial markets, including by keeping interest rates at historically low levels. More recently, the Federal Reserve has reduced its market support activities. Further reduction or withdrawal of this support, failure of efforts in
response to the crisis, or investor perception that such efforts are not succeeding could negatively affect financial markets generally as well as result in higher interest rates, increase market volatility and reduce the value and liquidity of
certain securities.
This environment could make identifying investment risks and opportunities especially difficult for the subadviser, and whether or
not the fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the funds investments may be negatively affected. In addition,
policy and legislative changes in the United States and in other countries are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known
for some time.
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10
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Western Asset SMASh Series Funds
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Credit risk.
If an issuer or guarantor of a security held by the fund or a counterparty to a financial contract with the fund defaults or is downgraded, or is perceived to be less creditworthy, or if the value of the assets
underlying a security declines, the value of your investment will typically decline. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a
default, downgrade or perceived decline in creditworthiness.
Derivatives
risk.
Using derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivatives themselves behave in a way not anticipated by the fund. Using
derivatives also can have a leveraging effect and increase fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may be difficult to sell, unwind or value, and the
counterparty may default on its obligations to the fund. The U.S. government is in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting
requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance.
Credit default swap contracts involve heightened risks and may result in losses to the fund. Credit default swaps may be illiquid and difficult to
value, and they increase credit risk since the fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Leveraging risk.
The value of your investment may be more volatile if the fund borrows or uses
derivatives or other investments that have a leveraging effect on the funds portfolio. Other risks also will be compounded. This is because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss
of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations. The use of leverage is considered to be a speculative investment practice and may
result in the loss of a substantial amount, and possibly all, of the funds assets.
Liquidity risk.
Some assets held by the fund may be
impossible or difficult to sell, particularly during times of market turmoil. These illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be
forced to sell at a loss.
Foreign investments and emerging market risk.
The funds investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the fund may invest may have markets that
are less liquid, less regulated and more volatile than U.S. markets. The value of the funds investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable
government actions, and political or financial instability. Lack of information may also affect the value of these securities.
The risks of foreign
investments are heightened when investing in issuers in emerging market countries. Emerging market countries tend to have economic, political and legal systems that are less fully developed and are less stable than those of more developed countries.
They are often particularly sensitive to market movements because their market prices tend to reflect speculative expectations. Low trading volumes may result in a lack of liquidity and in extreme price volatility.
Valuation risk.
The sales price the fund could
receive for any particular portfolio investment may differ from the funds valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. Investors who purchase
or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the fund had not fair-valued the security or had used a different
valuation methodology.
Risk of increase in expenses.
Your actual costs of investing in the fund may be higher than the expenses shown in Annual fund operating expenses for a variety of reasons. For example, expense ratios may be higher than those shown
if an expense reimbursement agreement is changed or terminated.
Prepayment or call
risk.
Many issuers have a right to prepay their securities. If interest rates fall, an issuer may exercise this right. If this happens, the fund will not benefit from the rise in market price that
normally accompanies a decline in interest rates, and will be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on the prepaid security. The fund may also lose any premium it
paid on the security.
Extension risk.
If
interest rates rise, repayments of fixed income securities may occur more slowly than anticipated by the market. This may drive the prices of these securities down because their interest rates are lower than the current interest rate and they remain
outstanding longer.
Non-diversification risk.
The fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund. To the extent the fund invests its assets
in a smaller number of issuers, the fund will be more susceptible to negative events affecting those issuers than a diversified fund.
Portfolio selection risk.
The value of your investment may decrease if the subadvisers judgment about the quality, relative yield, value or
market trends affecting a particular security, industry, sector or region, or about interest rates, is incorrect.
These risks are discussed in more
detail later in this Prospectus or in the SAI.
|
|
|
Western Asset SMASh Series Funds
|
|
11
|
Performance
The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the
funds performance from year to year. The table shows the average annual total returns of the fund and also compares the funds performance with the average annual total returns of an index or other benchmark. The fund makes updated
performance information available by calling the fund at
1-877-721-1926.
The funds past performance
(before and after taxes) is not necessarily an indication of how the fund will perform in the future.
Sales charges are not reflected in the
accompanying bar chart, and if those charges were included, returns would be less than those shown. Sales charges do not apply to purchases of fund shares by managed account program participants, but (as discussed above), managed account program
participants pay fees to program sponsors for the costs and expenses of such programs.
Best Quarter
(06/30/2009): 13.68
Worst Quarter
(09/30/2008): (11.21)
|
|
|
|
|
|
|
|
|
|
|
Average annual total returns
(%)
|
|
|
|
|
|
|
|
|
|
(for periods ended December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
5 years
|
|
Since
inception
|
|
|
Inception
date
|
|
|
|
|
|
|
SMASh Series C Fund
|
|
|
|
|
|
|
|
|
12/27/2006
|
|
Return before taxes
|
|
1.68
|
|
9.79
|
|
4.74
|
|
|
|
|
Return after taxes on distributions
|
|
(0.06)
|
|
7.79
|
|
2.74
|
|
|
|
|
Return after taxes on distributions and sale of fund shares
|
|
0.96
|
|
6.90
|
|
2.85
|
|
|
|
|
Barclays U.S. Credit Index (reflects no deduction for fees, expenses or taxes)
|
|
(2.01)
|
|
7.89
|
|
5.81
|
|
|
|
|
The
after-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local taxes. Actual
after-tax
returns depend on an investors tax situation and may differ from those shown.
|
|
|
12
|
|
Western Asset SMASh Series Funds
|
Management
Investment manager:
Legg
Mason Partners Fund Advisor, LLC
Subadvisers:
Western Asset Management Company and Western Asset Management Company Limited. References to the subadviser include each applicable subadviser.
Investment professionals:
Stephen A. Walsh, Ryan K.
Brist, Michael C. Buchanan and Frederick R. Marki. Mr. Walsh has been a part of the portfolio management team for the fund since its inception. Mr. Brist has been a part of the portfolio management team for the fund since 2010. Mr. Buchanan has
been a part of the portfolio management team for the fund since 2012. Mr. Marki has been a part of the portfolio management team for the fund since August 2013. These investment professionals work together with a broader investment management team.
It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S. Kenneth Leech will join the funds portfolio management team at that time.
Purchase and sale of fund shares
Generally, shares of the fund may be purchased only by or on behalf of separately managed account clients where an affiliate of the manager has an agreement with the managed account program sponsor, or directly
with the client, to provide management or advisory services.
There are no maximum or minimum investment requirements in the fund (although your program
sponsor may have certain investment requirements).
Redemption orders are made based on instructions from your managed account adviser or program sponsor
to the broker/dealer who executes trades for the account. Shares of the fund can be redeemed through the broker/dealer on any day the New York Stock Exchange is open.
Tax information
The fund intends to make distributions that may be taxed as
ordinary income or capital gains.
Payments to broker/dealers and other financial intermediaries
The funds related companies may pay broker/dealers or other financial intermediaries (such as a bank or an insurance company) for the sale of fund shares,
shareholder services and other purposes. These payments create a conflict of interest by influencing your broker/dealer or other intermediary or its employees or associated persons to recommend the fund, or a managed account strategy of which the
fund is a part, over another investment. Ask your financial adviser or salesperson or visit your financial intermediarys or salespersons website for more information.
|
|
|
Western Asset SMASh Series Funds
|
|
13
|
Western Asset SMASh Series EC Fund (SMASh Series EC Fund)
Investment objective
The fund seeks to maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
Fees and expenses of the fund
The accompanying table describes the fees
and expenses that you may pay if you buy and hold shares of the fund. Shareholders should be aware that, as shown under Management fees in the table below, the fund pays no fees under its management and advisory agreements to the
funds manager and subadviser. However, all fund shareholders are participants in separately managed account programs and pay fees to program sponsors for the costs and expenses of the programs, including fees for investment advice, custody and
portfolio execution. When a program participant, alone or with his or her program sponsor, elects to allocate assets to an investment strategy managed or advised by the funds subadviser or an affiliate of the subadviser, the subadviser or that
affiliate typically 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 program participant will pay a fee for investment advice directly to the
subadviser or an affiliate in its capacity as manager, adviser or subadviser to the participants managed account.
|
|
|
Shareholder fees
(%)
|
|
|
(fees paid directly from your investment)
|
|
|
|
|
SMASh Series EC Fund
|
Maximum sales charge (load) imposed on purchases (as a % of offering price)
|
|
None
|
Maximum deferred sales charge (load) (as a % of the lower of net asset value at purchase or redemption)
|
|
None
|
|
|
|
Annual fund operating expenses
(%)
|
(expenses that you pay each year as a percentage of the value of your investment)
|
|
|
SMASh Series EC Fund
|
Management fees
1
|
|
0.00
|
Distribution and service
(12b-1)
fees
|
|
None
|
Other expenses
|
|
0.24
|
Total annual fund operating expenses
|
|
0.24
|
Expense reimbursement
2
|
|
(0.24)
|
Total annual fund operating expenses after reimbursing expenses
|
|
0.00
|
1
|
Neither the funds manager nor the funds subadviser charges a management fee to the fund. Shareholders should be aware, however, that the fund is an
integral part of separately managed account programs, and the funds manager and the funds subadviser will be compensated directly or indirectly by separately managed account program sponsors.
|
2
|
The manager has agreed to reimburse 100% of the funds operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund
fees and expenses). This arrangement cannot be terminated prior to December 31, 2015 without the Board of Trustees consent.
|
Example
This example is intended to help you compare the cost of investing in the fund with
the cost of investing in other mutual funds. The example assumes:
|
|
You invest $10,000 in the fund for the time periods indicated
|
|
|
Your investment has a 5% return each year and the funds operating expenses remain the same
|
|
|
You reinvest all distributions and dividends without a sales charge
|
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
Number of years you own your
shares
($)
|
|
|
1 year
|
|
3 years
|
|
5 years
|
|
10 years
|
SMASh Series EC Fund
|
|
0
|
|
27
|
|
85
|
|
257
|
|
|
|
14
|
|
Western Asset SMASh Series Funds
|
Portfolio turnover.
The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may
result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the funds performance. During the most recent fiscal year, the funds
portfolio turnover rate was 94% of the average value of its portfolio.
Principal investment strategies
The fund has a flexible investment strategy and invests in a variety of securities and instruments and uses a variety of investment techniques in
pursuing its objective. Under normal market conditions, the fund expects to invest primarily in any combination of U.S. dollar denominated and
non-U.S.
dollar denominated debt obligations (including loans and
loan participations) of both U.S. and
non-U.S.
issuers (including emerging market issuers) and in derivatives and other instruments relating to such investments. The fund may at times invest in the securities
of issuers located in only one country or in a relatively small number of countries, including in any emerging market country or countries. Currently the fund does not contemplate investing 25% or more of its assets in a single country or a small
number of countries, except in the United States or Mexico. The subadviser may invest a significant portion of the funds assets in various industry sectors, to the extent consistent with the funds fundamental investment restrictions.
In purchasing debt obligations for the fund, the subadviser may take full advantage of the entire range of maturities and durations, and may adjust
the average maturity or duration of the funds investments from time to time.
The fund may invest without limit in both investment grade (that is,
rated in the Baa/BBB categories or above, or, if unrated, determined to be of comparable quality by the subadviser) and below investment grade securities rated in the C category or above or unrated securities determined to be of comparable quality
by the subadviser. Below investment grade debt obligations are sometimes referred to as junk bonds or high yield securities. The fund may invest without limit in loans, loan participations and fixed income securities that pay
interest at rates that float or reset periodically at a margin above a generally recognized base lending rate such as the Prime Rate, the London Inter-Bank Offered Rate or another generally recognized base lending rate. The fund may also invest in
structured notes, including total return swaps and credit-linked notes. The values of structured notes are linked to reference instruments, including currencies, other securities, interest rates, commodities, indices or other financial indicators,
and a structured notes interest rate or principal amount payable at maturity may vary based on changes in one or more reference instruments.
Instead of, and/or in addition to, investing directly in particular securities, the fund may use instruments such as derivatives, including options, interest rate
swaps, credit default swaps and options on credit default swaps, foreign currency futures, forwards and options, and futures contracts, and synthetic instruments that are intended to provide economic exposure to the securities or the issuers or to
be used as a hedging technique. The fund may use one or more types of these instruments without limit. For additional information regarding derivatives, see More on the funds investment strategies, investments and
risksDerivatives in this Prospectus.
The fund may also engage in a variety of transactions using derivatives in order to change the
investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes.
The fund may borrow money to increase
portfolio holdings, to the extent consistent with the funds fundamental investment restrictions.
The fund is classified as
non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.
Certain risks
Risk is inherent in all investing. There is no assurance
that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in the fund or your
investment may not perform as well as other similar investments. The fund may take temporary defensive positions; in such a case, the fund will not be pursuing its principal investment strategies. The following is a summary description of certain
risks of investing in the fund.
Market and interest rate risk.
The market prices of the funds securities may go up or down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic or political conditions,
inflation, changes in interest rates, lack of liquidity in the bond markets or adverse investor sentiment. When market prices fall, the value of your investment will go down. The value of your investment will generally go down when interest rates
rise. A rise in rates tends to have a greater impact on the prices of longer term or duration securities.
|
|
|
Western Asset SMASh Series Funds
|
|
15
|
Certain risks contd
Recent market
events risk.
The global financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities and unprecedented volatility in the markets.
Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure their debts; and many other issuers have faced
difficulties obtaining credit or refinancing existing obligations. These market conditions may continue, worsen or spread, including in the United States, Europe and elsewhere. Further defaults or restructurings by governments and others of their
debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In response to the crisis, the U.S. government and the Federal Reserve, as well as certain foreign governments and their central banks
have taken steps to support financial markets, including by keeping interest rates at historically low levels. More recently, the Federal Reserve has reduced its market support activities. Further reduction or withdrawal of this support, failure of
efforts in response to the crisis, or investor perception that such efforts are not succeeding could negatively affect financial markets generally as well as result in higher interest rates, increase market volatility and reduce the value and
liquidity of certain securities.
This environment could make identifying investment risks and opportunities especially difficult for the subadviser, and
whether or not the fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the funds investments may be negatively affected. In
addition, policy and legislative changes in the United States and in other countries are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be
fully known for some time.
Credit risk.
If an issuer or guarantor of a security held by the fund or a counterparty to a financial contract with the fund defaults or is downgraded, or is perceived to be less creditworthy, or if the value of the assets
underlying a security declines, the value of your investment will typically decline. Junk bonds are considered speculative, have a higher risk of default, tend to be less liquid and are more difficult to value than higher grade securities. Junk
bonds tend to be volatile and more susceptible to adverse events and negative sentiments. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by
a default, downgrade or perceived decline in creditworthiness.
Derivatives
risk.
Using derivatives can increase fund losses and reduce opportunities for gains when market prices, interest rates or the derivatives themselves behave in a way not anticipated by the fund. Using
derivatives also can have a leveraging effect and increase fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may be difficult to sell, unwind or value, and the
counterparty may default on its obligations to the fund. The U.S. government is in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting
requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance.
Credit default swap contracts involve heightened risks and may result in losses to the fund. Credit default swaps may be illiquid and difficult to
value, and they increase credit risk since the fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Leveraging risk.
The value of your investment may be more volatile if the fund borrows or uses
derivatives or other investments that have a leveraging effect on the funds portfolio. Other risks also will be compounded. This is because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss
of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations. The use of leverage is considered to be a speculative investment practice and may
result in the loss of a substantial amount, and possibly all, of the funds assets.
Liquidity risk.
Some assets held by the fund may be
impossible or difficult to sell, particularly during times of market turmoil. These illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be
forced to sell at a loss.
Foreign investments and emerging market risk.
The funds investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the fund may invest may have markets that
are less liquid, less regulated and more volatile than U.S. markets. The value of the funds investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable
government actions, and political or financial instability. Lack of information may also affect the value of these securities.
The risks of foreign
investments are heightened when investing in issuers in emerging market countries. Emerging market countries tend to have economic, political and legal systems that are less fully developed and are less stable than those of more developed countries.
They are often particularly sensitive to market movements because their market prices tend to reflect speculative expectations. Low trading volumes may result in a lack of liquidity and in extreme price volatility.
|
|
|
16
|
|
Western Asset SMASh Series Funds
|
Currency risk.
The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency
fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the
imposition of currency controls and speculation.
Valuation risk.
The sales price the fund could receive for any particular portfolio investment may differ from the funds valuation of the investment, particularly for securities that trade in thin or volatile markets or
that are valued using a fair value methodology. Investors who purchase or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer or more shares or lower or higher redemption proceeds than they would have
received if the fund had not fair-valued the security or had used a different valuation methodology.
Risk of increase in expenses.
Your actual costs of investing in the fund may be higher than the expenses shown in Annual fund operating
expenses for a variety of reasons. For example, expense ratios may be higher than those shown if an expense reimbursement agreement is changed or terminated.
Prepayment or call risk.
Many issuers have a right to prepay their securities. If interest rates fall,
an issuer may exercise this right. If this happens, the fund will not benefit from the rise in market price that normally accompanies a decline in interest rates, and will be forced to reinvest prepayment proceeds at a time when yields on securities
available in the market are lower than the yield on the prepaid security. The fund may also lose any premium it paid on the security.
Extension risk.
If interest rates rise, repayments of fixed income securities may occur more slowly than anticipated by the market. This may drive the
prices of these securities down because their interest rates are lower than the current interest rate and they remain outstanding longer.
Non-diversification risk.
The fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a
smaller number of issuers than a diversified fund. To the extent the fund invests its assets in a smaller number of issuers, the fund will be more susceptible to negative events affecting those issuers than a diversified fund.
Portfolio selection risk.
The value of your
investment may decrease if the subadvisers judgment about the quality, relative yield, value or market trends affecting a particular security, industry, sector or region, or about interest rates, is incorrect.
These risks are discussed in more detail later in this Prospectus or in the SAI.
|
|
|
Western Asset SMASh Series Funds
|
|
17
|
Performance
The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the
funds performance from year to year. The table shows the average annual total returns of the fund and also compares the funds performance with the average annual total returns of an index or other benchmark. The fund makes updated
performance information available by calling the fund at
1-877-721-1926.
The funds past performance
(before and after taxes) is not necessarily an indication of how the fund will perform in the future.
Sales charges are not reflected in the
accompanying bar chart, and if those charges were included, returns would be less than those shown. Sales charges do not apply to purchases of fund shares by managed account program participants, but (as discussed above), managed account program
participants pay fees to program sponsors for the costs and expenses of such programs.
Best Quarter
(06/30/2009): 22.37
Worst Quarter
(12/31/2008): (11.63)
|
|
|
|
|
|
|
|
|
|
|
Average annual total returns
(%)
|
|
|
|
(for periods ended December 31, 2013)
|
|
|
|
|
|
|
|
|
|
|
1 year
|
|
5 years
|
|
Since
inception
|
|
|
Inception
date
|
|
|
|
|
|
|
SMASh Series EC Fund
|
|
|
|
|
|
|
|
|
12/27/2006
|
|
Return before taxes
|
|
7.20
|
|
17.42
|
|
8.37
|
|
|
|
|
Return after taxes on distributions
|
|
4.07
|
|
13.72
|
|
4.86
|
|
|
|
|
Return after taxes on distributions and sale of fund shares
|
|
4.04
|
|
12.34
|
|
4.94
|
|
|
|
|
Barclays U.S. Aggregate Index (reflects no deduction for fees, expenses or taxes)
|
|
(2.02)
|
|
4.44
|
|
4.88
|
|
|
|
|
The
after-tax
returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local taxes. Actual
after-tax
returns depend on an investors tax situation and may differ from those shown.
|
|
|
18
|
|
Western Asset SMASh Series Funds
|
Management
Investment manager:
Legg
Mason Partners Fund Advisor, LLC
Subadvisers:
Western Asset Management Company, Western Asset Management Company Limited, Western Asset Management Company Ltd and Western Asset Management Company Pte. Ltd. References to the subadviser include each
applicable subadviser.
Investment professionals:
Stephen A. Walsh, Ryan K. Brist, Michael C. Buchanan, Keith J. Gardner and Frederick R. Marki. Messrs. Walsh, Buchanan and Gardner have been a part of the portfolio management team for the fund since its
inception. Mr. Brist has been a part of the portfolio management team for the fund since 2010. Mr. Marki has been a part of the portfolio management team for the fund since August 2013. These investment professionals work together with a broader
investment management team. It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S. Kenneth Leech will join the funds portfolio management team
at that time.
Purchase and sale of fund shares
Generally, shares of the fund may be purchased only by or on behalf of separately managed account clients where an affiliate of the manager has an agreement with the managed account program sponsor, or directly
with the client, to provide management or advisory services.
There are no maximum or minimum investment requirements in the fund (although your program
sponsor may have certain investment requirements).
Redemption orders are made based on instructions from your managed account adviser or program sponsor
to the broker/dealer who executes trades for the account. Shares of the fund can be redeemed through the broker/dealer on any day the New York Stock Exchange is open.
Tax information
The fund intends to make distributions that may be taxed as
ordinary income or capital gains.
Payments to broker/dealers and other financial intermediaries
The funds related companies may pay broker/dealers or other financial intermediaries (such as a bank or an insurance company) for the sale of fund shares,
shareholder services and other purposes. These payments create a conflict of interest by influencing your broker/dealer or other intermediary or its employees or associated persons to recommend the fund, or a managed account strategy of which the
fund is a part, over another investment. Ask your financial adviser or salesperson or visit your financial intermediarys or salespersons website for more information.
|
|
|
Western Asset SMASh Series Funds
|
|
19
|
More on the funds investment strategies, investments and risks
SMASh Series M Fund
Investment objective
The fund seeks to
maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
The funds investment
strategies may be changed without shareholder approval. The funds investment objective may be changed by the Board of Trustees (the Board) without shareholder approval and on notice to shareholders.
The fund is classified as diversified.
Maturity and duration
The fund may invest
in securities of any maturity. The maturity of a fixed income security is a measure of the time remaining until the final payment on the security is due.
The funds target dollar-weighted average effective duration is expected to range between 6 months to 10 years, as estimated by the funds subadviser. The funds average effective duration may fall
outside of its expected average effective duration range due to market movements. If this happens, the subadviser will take action to bring the funds average effective duration back within the funds expected average effective duration
range within a reasonable period of time. Effective duration seeks to measure the expected sensitivity of market price to changes in interest rates, taking into account the effects of structural complexities (for example, some bonds can be prepaid
by the issuer). The assumptions that are made about a securitys features and options when calculating effective duration may prove to be incorrect. As a result, investors should be aware that effective duration is not an exact measurement and
may not reliably predict a securitys price sensitivity to changes in yield or interest rates.
Credit quality
Under normal circumstances, the fund invests primarily in investment grade securities. Investment grade securities are those rated by a rating
agency at the time of purchase in the Baa/BBB categories or above or, if unrated, determined to be of comparable credit quality by the subadviser. To the extent consistent with its investment objective and strategies, the fund may invest in
securities that are below investment grade.
If a security is rated by multiple nationally recognized statistical rating organizations
(NRSROs) and receives different ratings, the fund will treat the security as being rated in the highest rating category received from an NRSRO. Rating categories may include sub-categories or gradations indicating relative standing.
Borrowing
The fund may borrow
in certain circumstances, to the extent consistent with the funds fundamental investment restrictions. Borrowing money to increase portfolio holdings is known as leveraging. Certain trading practices, such as the use of derivatives
for speculative purposes or investments in mortgage dollar rolls, may also result in economic leverage.
SMASh Series C Fund
Investment objective
The fund seeks to
maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
The funds investment
strategies may be changed without shareholder approval. The funds investment objective may be changed by the Board without shareholder approval and on notice to shareholders.
The fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.
Maturity and duration
In purchasing debt
obligations for the fund, the subadviser may take full advantage of the entire range of maturities and durations, and may adjust the average maturity or duration of the investments held by the fund from time to time, depending on their assessment of
the relative yields of securities of different maturities and durations and their expectations of future changes in interest rates.
Credit quality
The fund currently limits
its investments to U.S. dollar denominated obligations rated by a rating agency at the time of purchase investment grade (that is, rated in the Baa/BBB categories or above) or, if unrated, determined to be of comparable credit quality by the
subadviser.
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If a security is rated by multiple NRSROs and receives different ratings, the fund will treat the security as being
rated in the highest rating category received from an NRSRO. Rating categories may include sub-categories or gradations indicating relative standing.
Borrowing
The fund may borrow in certain circumstances, to the extent consistent with the
funds fundamental investment restrictions. Borrowing money to increase portfolio holdings is known as leveraging. Certain trading practices, such as the use of derivatives for speculative purposes or investments in mortgage dollar
rolls, may also result in economic leverage.
SMASh Series EC Fund
Investment objective
The fund seeks to maximize total return consisting of capital
appreciation and income, consistent with prudent investment management.
The funds investment strategies may be changed without shareholder
approval. The funds investment objective may be changed by the Board without shareholder approval and on notice to shareholders.
The fund is
classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.
Maturity and duration
In purchasing debt obligations for the fund, the subadviser may take
full advantage of the entire range of maturities and durations, and may adjust the average maturity or duration of the investments held by the fund from time to time, depending on their assessment of the relative yields of securities of different
maturities and durations and their expectations of future changes in interest rates.
Credit quality
The fund may invest without limit in both investment grade (that is, rated in the Baa/BBB categories or above) and below investment grade securities rated in the C
category or above or, if unrated, determined to be of comparable credit quality by the subadviser. Below investment grade debt obligations are sometimes referred to as junk bonds or high yield securities.
If a security is rated by multiple NRSROs and receives different ratings, the fund will treat the security as being rated in the highest rating category received
from an NRSRO. Rating categories may include sub-categories or gradations indicating relative standing.
Borrowing
The fund may borrow in certain circumstances, to the extent consistent with the funds fundamental investment restrictions. Borrowing money to increase
portfolio holdings is known as leveraging. Certain trading practices, such as the use of derivatives for speculative purposes or investments in mortgage dollar rolls, may also result in economic leverage.
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More on the funds investment strategies, investments and risks
all funds
Derivatives
The funds may engage in a variety of transactions using derivatives, such as futures, options, swaps (including credit default swaps), warrants, collateralized
mortgage obligations and collateralized debt obligations. Derivatives are financial instruments whose value depends upon, or is derived from, the value of something else, such as one or more underlying investments, indexes or currencies. Derivatives
may be used by a fund for any of the following purposes:
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As a hedging technique in an attempt to manage risk in the funds portfolio
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As a substitute for buying or selling securities
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As a means of changing investment characteristics of the funds portfolio
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As a cash flow management technique
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As a means of attempting to enhance returns
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As a means of providing additional exposure to types of investments or market factors
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The funds from time to time may sell protection on debt securities by entering into credit default swaps. In these transactions, a fund is generally required to pay the par (or other agreed-upon) value of a
referenced debt security to the counterparty in the event of a default on or downgrade of the debt security and/or a similar credit event. In return, the fund receives from the counterparty a periodic stream of payments over the term of the
contract. If no default occurs, the fund keeps the stream of payments and has no payment obligations. As the seller, the fund would effectively add leverage to its portfolio because, in addition to its net assets, the fund would be subject to
investment exposure on the par (or other agreed-upon) value it had undertaken to pay. Credit default swaps may also be structured based on an index or the debt of a basket of issuers, rather than a single issuer, and may be customized with respect
to the default event that triggers purchase or other factors (for example, a particular number of defaults within a basket, or defaults by a particular combination of issuers within the basket, may trigger a payment obligation).
Using derivatives, especially for
non-hedging
purposes, may involve greater risks to a fund than investing directly in
securities, particularly as these instruments may be very complex and may not behave in the manner anticipated by the fund. Certain derivative transactions may have a leveraging effect on a fund.
When a fund enters into derivative transactions, it may be required to segregate assets, or enter into offsetting positions, in accordance with applicable
regulations. Such segregation will not limit the funds exposure to loss, however, and the fund will have investment risk with respect to both the derivative itself and the assets that have been segregated to cover the funds derivative
exposure. If the segregated assets represent a large portion of the funds portfolio, this may impede portfolio management or the funds ability to meet redemption requests or other current obligations.
As noted above, instead of, and/or in addition to, investing directly in particular securities, a fund may use derivatives, such as credit default swaps, futures
contracts, synthetic instruments and other instruments that are intended to provide economic exposure to a security, an issuer, an index or basket of securities, or a market. A fund may use one or more types of these instruments without limit.
The funds subadviser may choose not to make use of derivatives.
Fixed income securities
Fixed income securities represent obligations of corporations,
governments and other entities to repay money borrowed, usually at the maturity of the security. These securities may pay fixed, variable or floating rates of interest. However, some fixed income securities, such as zero coupon bonds, do not pay
current interest but are issued at a discount from their face values. Other debt instruments, such as certain mortgage-backed and other asset-backed securities, make periodic payments of interest and/or principal. Some debt instruments are partially
or fully secured by collateral supporting the payment of interest and principal. Fixed income securities are commonly referred to as notes, debt, debt obligations, debt securities,
corporate debt, bonds and corporate bonds, and these terms are used in this Prospectus interchangeably, and, where used, are not intended to be limiting.
Variable and floating rate securities
Variable rate securities reset at specified intervals,
while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the impact of changes in market interest rates on the value of the security. However, the value of these
securities may decline if their interest rates do not rise as much, or as quickly, as other interest rates. Conversely, these securities will not generally increase in value if interest rates decline. A fund may also invest in inverse floating rate
debt instruments (inverse floaters). An inverse floater may exhibit greater price volatility than a fixed rate obligation of similar credit quality.
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Inflation-protected securities
Inflation-protected securities (IPS) are fixed income securities that are structured to provide protection against inflation and whose principal value or coupon (interest payment) is periodically
adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value or coupon of IPS will be adjusted downward. Consequently, the interest payable on these securities will be reduced. Also, if the principal value
of these securities is adjusted according to the rate of inflation, the adjusted principal value repaid at maturity may be less than the original principal.
U.S. TIPS are IPS issued by the U.S. Department of the Treasury, the principal amounts of which are adjusted daily based upon changes in the rate of inflation (as currently represented by the
non-seasonally
adjusted Consumer Price Index for All Urban Consumers (the CPI), calculated with a three-month lag). U.S. TIPS pay interest semi-annually, equal to a fixed percentage of the
inflation-adjusted principal amount. The interest rate on these bonds is fixed at issuance, but over the life of the bond, this interest may be paid on an increasing or decreasing principal amount that has been adjusted for inflation. The current
market value of U.S. TIPS is not guaranteed and will fluctuate.
The value of IPS held by a fund fluctuates in response to changes in real interest
rates. In addition, if nominal interest rates increase at a faster rate than inflation, causing real interest rates to rise, it will lead to a decrease in the value of IPS.
Zero coupon,
pay-in-kind
and deferred interest securities
Zero coupon, pay-in-kind and deferred interest securities may be used by issuers to manage cash flow and maintain liquidity. Zero coupon securities pay no
interest during the life of the obligation but are issued at prices below their stated maturity value. Because zero coupon securities pay no interest until maturity, their prices may fluctuate more than other types of securities with the same
maturity in the secondary market. However, zero coupon bonds are useful as a tool for managing duration.
Pay-in-kind securities have a stated coupon but
the interest is generally paid in the form of obligations of the same type as the underlying pay-in-kind securities (e.g. bonds) rather than in cash. These securities are more sensitive to the credit quality of the underlying issuer and their
secondary market prices may fluctuate more than other types of securities with the same maturity.
Deferred interest securities are obligations that
generally provide for a period of delay before the regular payment of interest begins and are issued at a significant discount from face value.
Certain
zero coupon, pay-in-kind and deferred interest securities are subject to tax rules applicable to debt obligations acquired with original issue discount. A fund would generally have to accrue income on these securities for federal
income tax purposes before it receives corresponding cash payments. Because each fund intends to make sufficient annual distributions of its taxable income, including accrued non-cash income, in order to maintain its federal income tax status
and avoid fund-level income and excise taxes, a fund might be required to liquidate portfolio securities at a disadvantageous time, or borrow cash, to make these distributions.
Stripped securities
Certain fixed income securities, called stripped securities, may
represent the right to receive either payments of principal (POs) or payments of interest (IOs) on underlying pools of mortgages or on government securities. The value of these types of instruments may change more drastically
than debt securities that pay both principal and interest during periods of changing interest rates. Interest-only and principal-only mortgage-backed securities are especially sensitive to interest rate changes, which can affect not only their
prices but can also change the prepayment assumptions about those investments and income flows a fund receives from them.
Corporate debt
Corporate debt securities
are fixed income securities usually issued by businesses to finance their operations. Various types of business entities may issue these securities, including corporations, trusts, limited partnerships, limited liability companies and other types of
non-governmental legal entities. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the
shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by U.S. or foreign companies of all kinds, including those with small, mid and large capitalizations. Corporate debt may be rated investment
grade or below investment grade and may carry variable or floating rates of interest.
Loans
The primary risk in an investment in loans is that borrowers may be unable to meet their interest and/or principal payment obligations. Loans in which the funds
invest may be made to finance highly leveraged borrowers which may make such loans especially vulnerable to adverse changes in economic or market conditions. Loans in which the funds may invest may be either collateralized or uncollateralized and
senior or subordinate. Investments in uncollateralized and/or subordinate loans entail a greater risk of nonpayment than do investments in loans that hold a more senior
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position in the borrowers capital structure or are secured with collateral. In addition, loans are generally subject to liquidity risk. The funds may acquire an interest in loans by
purchasing participations in and/or assignments of portions of loans from third parties or by investing in pools of loans, such as collateralized debt obligations as further described under Mortgage-backed and asset-backed securities.
Government securities
U.S.
government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored entities. U.S. government securities include issues by non-governmental entities (like financial institutions) that carry direct
guarantees from U.S. government agencies as part of government initiatives in response to the market crisis or otherwise. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of
its agencies, such as securities issued by the Government National Mortgage Association (Ginnie Mae), this guarantee does not apply to losses resulting from declines in the market value of these securities.
Some of the U.S. government securities that a fund may hold are not guaranteed or backed by the full faith and credit of the U.S. government, such as those issued
by Fannie Mae (formally known as the Federal National Mortgage Association) and Freddie Mac (formally known as the Federal Home Loan Mortgage Corporation). Although the U.S. government has recently provided financial support to Fannie Mae and
Freddie Mac, there can be no assurance that it will support these or other government-sponsored enterprises in the future.
Foreign
and emerging market securities
A fund may invest in securities of foreign issuers, including mortgage-backed securities and asset-backed
securities issued by foreign entities, or issuers with significant exposure to foreign markets. The value of a funds foreign securities may decline because of unfavorable government actions, political instability or the more limited
availability of accurate information about foreign issuers, as well as factors affecting the particular issuers. A fund may invest in foreign securities issued by issuers located in emerging market countries. A fund considers a country to be an
emerging market country, if, at the time of investment, it is represented in the J.P. Morgan Emerging Market Bond Index Global or the J.P. Morgan Corporate Emerging Market Bond Index Broad or categorized by the World Bank in its annual
categorization as middle- or low-income. To the extent a fund invests in these securities, the risks associated with investments in foreign issuers will generally be more pronounced.
Sovereign debt
A fund may invest in sovereign debt, including emerging market sovereign debt.
Sovereign debt securities may include:
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Fixed income securities issued or guaranteed by governments, governmental agencies or instrumentalities and their political subdivisions
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Fixed income securities issued by government-owned, controlled or sponsored entities
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Interests in entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by any of the above issuers
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Brady Bonds, which are debt securities issued under the framework of the Brady Plan as a means for debtor nations to restructure their outstanding external
indebtedness
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Participations in loans between governments and financial institutions
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Fixed income securities issued by supranational entities such as the World Bank. A supranational entity is a bank, commission or company established or
financially supported by the national governments of one or more countries to promote reconstruction or development
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Sovereign
government and supranational debt involve many of the risks of foreign and emerging markets investments as well as the risk of debt moratorium, repudiation or renegotiation, and a fund may be unable to enforce its rights against the issuers.
Yankee bonds
A fund may
invest in Yankee bonds, which are U.S. dollar denominated fixed income securities of foreign issuers. The value of these securities may decline (i) if the U.S. and/or foreign fixed income markets decline, (ii) if an adverse event depresses
the value of an issuers securities, or (iii) because of foreign government actions, political instability or limited availability of accurate information about foreign companies.
Structured instruments
A fund may invest in
various types of structured instruments, including securities that have demand, tender or put features, or interest rate reset features. These may include instruments issued by structured investment or special purpose vehicles or conduits, and may
be asset-backed or mortgage-backed securities. Structured instruments may take the form of participation interests or receipts in underlying securities or other assets, and in some cases are backed by a financial institution serving as a liquidity
provider. Some of these instruments may have an interest rate swap feature which substitutes a floating or variable interest rate for the fixed interest rate on an underlying security. Structured instruments are a type of
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derivative instrument and the payment and credit qualities of these instruments derive from the assets embedded in the structure. For structured securities that have embedded leverage features,
small changes in interest or prepayment rates may cause large and sudden price movements. Structured instruments are often subject to heightened liquidity risk.
Mortgage-backed and asset-backed securities
Mortgage-backed securities may be issued by
private issuers, by government-sponsored entities such as Fannie Mae or Freddie Mac or by agencies of the U.S. government, such as Ginnie Mae. Mortgage-backed securities represent direct or indirect participations in, or are collateralized by and
payable from, mortgage loans secured by real property.
Unlike mortgage-backed securities issued or guaranteed by agencies of the U.S. government or
government-sponsored entities, mortgage-backed securities issued by private issuers do not have a government or government-sponsored entity guarantee (but may have other credit enhancement), and may, and frequently do, have less favorable
collateral, credit risk or other underwriting characteristics.
Asset-backed securities represent participations in, or are secured by and payable from,
assets such as installment sales or loan contracts, leases, credit card receivables and other categories of receivables.
Collateralized mortgage
obligations (CMOs) are debt obligations collateralized by mortgage loans or mortgage pass-through securities. CMOs are a type of mortgage-backed security. Typically, CMOs are collateralized by Ginnie Mae, Fannie Mae or Freddie Mac
certificates, but also may be collateralized by whole loans or private pass-throughs (referred to as Mortgage Assets). Payments of principal and of interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds
to pay debt service on the CMOs. In a CMO, a series of bonds or certificates is issued in multiple classes. Each class of CMOs, often referred to as a tranche, is issued at a specified fixed or floating coupon rate and has a stated
maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all classes of the CMOs
on a monthly, quarterly or semi-annual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a series of a CMO in innumerable ways. As market conditions change, and particularly during periods of
rapid or unanticipated changes in market interest rates, the attractiveness of the CMO classes and the ability of the structure to provide the anticipated investment characteristics may be significantly reduced. Such changes can result in volatility
in the market value, and in some instances reduced liquidity, of the CMO class.
Collateralized debt obligations (CDOs) are a type of
asset-backed security. CDOs include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. A CBO is a trust or other special purpose entity which is typically
backed by a diversified pool of fixed income securities (which may include high risk, below investment grade securities). A CLO is a trust or other special purpose entity that is typically collateralized by a pool of loans, which may also include,
among others, domestic and
non-U.S.
senior secured loans, senior unsecured loans, and subordinated corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Like
CMOs, CDOs generally issue separate series or tranches which vary with respect to risk and yield. These tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and
disappearance of subordinate tranches, market anticipation of defaults, as well as investor aversion to CDO securities as a class. Interest on certain tranches of a CDO may be paid in kind (paid in the form of obligations of the same type rather
than cash), which involves continued exposure to default risk with respect to such payments.
When-issued securities, delayed
delivery, to be announced and forward commitment transactions
A fund may purchase securities under arrangements (called when-issued, delayed
delivery, to be announced or forward commitment basis) where the securities will not be delivered or paid for immediately. A fund will set aside assets to pay for these securities at the time of the agreement. Such transactions involve a risk of
loss if the value of the securities declines prior to the settlement date or if the assets set aside to pay for these securities decline in value prior to the settlement date. Therefore, these transactions may have a leveraging effect on a fund,
making the value of an investment in the fund more volatile and increasing the funds overall investment exposure. Typically, no income accrues on securities a fund has committed to purchase prior to the time delivery of the securities is made,
although the fund may earn income on securities it has set aside to cover these positions.
Forward roll transactions
In a forward roll transaction (also referred to as a mortgage dollar roll), a fund sells a mortgage security while simultaneously agreeing to
purchase a similar security from the same party (the counterparty) on a specified future date at a lower fixed price. During the roll period, a fund foregoes principal and interest paid on the securities. A fund is compensated by the difference
between the current sales price and the forward price for the future purchase as well as by the interest earned on the cash proceeds of the initial sale. A fund may enter into a forward roll transaction with the intention of entering into an
offsetting transaction whereby, rather than accepting delivery of the security on the specified date, the fund sells the security and agrees to repurchase a similar security at a later time.
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Investments in forward roll transactions involve a risk of loss if the
value of the securities that the fund is obligated to purchase declines below the purchase price prior to the repurchase date. Forward roll transactions may have a leveraging effect on a fund (see When-issued securities, delayed delivery, to
be announced and forward commitment transactions).
Borrowings and reverse repurchase agreements
A fund may enter into borrowing transactions. Borrowing may make the value of an investment in a fund more volatile and increase the funds overall investment
exposure. The fund may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments with respect to any borrowings. Interest on any borrowings will be a fund expense and will reduce the
value of the funds shares.
A fund may enter into reverse repurchase agreements, which have characteristics like borrowings. In a reverse
repurchase agreement, the fund sells securities to a counterparty, in return for cash, and the fund agrees to repurchase the securities at a later date and for a higher price, representing the cost to the fund for the cash received.
Preferred stock and convertible securities
A fund may invest in preferred stock and convertible securities. Preferred stock represents an interest in a company that generally entitles the holder to receive,
in preference to the holders of common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Preferred stocks may pay fixed or adjustable rates of return. Convertible fixed income securities convert into
shares of common stock of their issuer. Preferred stock and convertible fixed income securities share investment characteristics of both fixed income and equity securities. However, the value of these securities tends to vary more with fluctuations
in the underlying common stock and less with fluctuations in interest rates and tends to exhibit greater volatility.
Equity
securities
Although the funds invest primarily in fixed income securities and related investments, a fund may from time to time invest in or receive
equity securities and equity-like securities. Equity securities include warrants, rights, exchange traded and
over-the-counter
common stocks, baskets of equity
securities such as exchange traded funds, depositary receipts, trust certificates, limited partnership interests, and shares of other investment companies and real estate investment trusts.
Equity securities represent an ownership interest in the issuing company. Holders of equity securities are not creditors of the company, and in the event of the liquidation of the company, would be entitled to
their pro rata share of the companys assets, if any, after creditors, including the holders of fixed income securities, and holders of any senior equity securities are paid. Equity securities generally have greater price volatility than fixed
income securities.
Warrants and rights permit, but do not obligate, their holders to subscribe for other securities. Warrants and rights are subject to
the same market risks as stocks, but may be more volatile in price. An investment in warrants or rights may be considered speculative. In addition, the value of a warrant or right does not necessarily change with the value of the underlying
securities and a warrant or right ceases to have value if it is not exercised prior to its expiration date.
Credit downgrades and
other credit events
Credit rating or credit quality of a security is determined at the time of purchase. If, after purchase, the credit rating on a
security is downgraded or the credit quality deteriorates, or if the duration of a security is extended, a funds subadviser will decide whether the security should be held or sold. Upon the occurrence of certain triggering events or defaults
on a security held by a fund, or if an obligor of such a security has difficulty meeting its obligations, the fund may obtain a new or restructured security or underlying assets. In that case, the fund may become the holder of securities or other
assets that it could not purchase or might not otherwise hold (for example, because they are of lower quality or are subordinated to other obligations of the issuer) at a time when those assets may be difficult to sell or can be sold only at a loss.
In addition, a fund may incur expenses in an effort to protect the funds interest in securities experiencing these events.
Short-term investments
A fund may invest in
cash, money market instruments and short-term securities, including repurchase agreements, U.S. government securities, bank obligations and commercial paper. A repurchase agreement is a transaction in which a fund purchases a security from a seller,
subject to the obligation of the seller to repurchase that security from the fund at a higher price. The repurchase agreement thereby determines the yield during the funds holding period, while the sellers obligation to repurchase is
secured by the value of the underlying security held by the fund.
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Defensive investing
A fund may depart from its principal investment strategies in response to adverse market, economic or political conditions by taking temporary defensive positions, including by investing without limit in any type
of money market instruments and short-term debt securities or holding cash without regard to any percentage limitations. Although the subadviser has the ability to take defensive positions, it may choose not to do so for a variety of reasons, even
during volatile market conditions.
Other investments
A fund may also use other strategies and invest in other securities that are described, along with their risks, in the SAI. However, a fund might not use all of the strategies and techniques or invest in all of the
types of securities described in this Prospectus or in the SAI. New types of mortgage-backed and asset-backed securities, derivative instruments, hedging instruments and other securities or instruments are developed and marketed from time to time.
Consistent with its investment limitations, a fund may invest in new types of securities and instruments.
Percentage and other
limitations
For purposes of a funds limitations expressed as a percentage of assets or net assets, the term assets means net
assets plus the amount of any borrowings for investment purposes. A funds compliance with its investment limitations and requirements is usually determined at the time of investment. If a percentage limitation is complied with at the time of
an investment, any subsequent change in percentage resulting from a change in values or assets, or a change in credit quality, will not constitute a violation of that limitation.
Selection process
The subadviser uses quantitative models that seek to measure relative risks
and opportunities consistent with a funds investment objective and strategies based upon economic, market, political, currency and technical data, together with its own assessment of economic and market conditions, to determine various sector
exposures to be included within the funds portfolio. After the subadviser makes its sector allocations, the subadviser uses traditional credit analysis to identify individual securities for the funds portfolio.
More on risks of investing in the funds
Market and interest rate risk (all funds).
The
market prices of fixed income and other securities owned by a fund may go up or down, sometimes rapidly or unpredictably. If the market prices of the securities owned by the fund fall, the value of your investment in the fund will decline. The value
of a security may fall due to general market conditions, such as real or perceived adverse economic or political conditions, inflation, changes in interest or currency rates, lack of liquidity in the bond markets or adverse investor sentiment.
Changes in market conditions will not typically have the same impact on all types of securities. The value of a security may also fall due to specific conditions that affect a particular sector of the securities market or a particular issuer.
The market prices of securities may fluctuate significantly when interest rates change. When interest rates rise, the value of fixed income securities,
and therefore the value of your investment in a fund, generally goes down. Interest rates have been historically low and are expected to rise. Generally, the longer the maturity or duration of a fixed income security, the greater the impact of a
rise in interest rates on the securitys value. However, calculations of duration and maturity may be based on estimates and may not reliably predict a securitys price sensitivity to changes in interest rates. Moreover, securities can
change in value in response to other factors, such as credit risk. In addition, different interest rate measures (such as short- and long-term interest rates and U.S. and foreign interest rates), or interest rates on different types of securities or
securities of different issuers, may not necessarily change in the same amount or in the same direction. When interest rates go down, the funds yield will decline. Also, when interest rates decline, investments made by the fund may pay a lower
interest rate, which would reduce the income received by the fund.
Recent market events
risk (all funds).
The global financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities and unprecedented volatility in the markets. Some events
that have contributed to ongoing and systemic market risks include: the falling values of some sovereign debt and related investments, scarcity of credit and high public debt.
Governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure their debts; and many other issuers have faced difficulties obtaining credit or refinancing existing
obligations. These market conditions may continue, worsen or spread, including in the United States, Europe and elsewhere. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies,
financial markets and asset valuations around the world. In response to the crisis, the U.S. government and the Federal Reserve, as well as certain foreign governments and their foreign central banks have taken steps to support financial markets,
including by keeping interest rates at historically low levels. More recently, the Federal Reserve has reduced its market support activities. Further reduction or withdrawal of this support, failure of efforts in response to the crisis, or investor
perception that such efforts are not succeeding could negatively affect financial markets generally as well as result in higher interest rates, increase market volatility and reduce the value and liquidity of certain securities.
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More on the funds investment strategies, investments and risks all funds contd
This environment could make identifying investment risks and
opportunities especially difficult for the subadviser, and whether or not a fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the
funds investments may be negatively affected. In addition, policy and legislative changes in the United States and in other countries are affecting many aspects of financial regulation. The impact of these changes on the markets, and the
practical implications for market participants, may not be fully known for some time.
Credit risk (all funds).
If an obligor (such as the
issuer itself or a party offering credit enhancement) for a security held by a fund fails to pay, otherwise defaults, is perceived to be less creditworthy, becomes insolvent or files for bankruptcy, a securitys credit rating is downgraded or
the credit quality or value of any underlying assets declines, the value of your investment in the fund could decline. If a fund enters into financial contracts (such as certain derivatives, repurchase agreements, reverse repurchase agreements, and
when issued, delayed delivery and forward commitment transactions), the fund will be subject to the credit risk presented by the counterparty. In addition, a fund may incur expenses in an effort to protect the funds interests or to enforce its
rights. Credit risk is broadly gauged by the credit ratings of the securities in which a fund invests. However, ratings are only the opinions of the companies issuing them and are not guarantees as to quality. Securities rated in the lowest category
of investment grade (Baa/BBB) may possess certain speculative characteristics.
A fund is subject to greater levels of credit risk if it holds below
investment grade securities (that is, securities rated below the Baa/BBB categories or, if unrated, determined to be of comparable quality by the subadviser), or junk bonds. These securities have a higher risk of issuer default because,
among other reasons, issuers of junk bonds often have more debt in relation to total capitalization than issuers of investment grade securities. These securities are considered speculative, tend to be less liquid and are more difficult to value than
higher rated securities and may involve major risk of exposure to adverse conditions and negative sentiments. These securities may be in default or in danger of default as to principal and interest. Unrated securities of comparable quality share
these risks.
A fund may invest in securities which are subordinated to more senior securities of the issuer, or which represent interests in pools of
such subordinated securities. A fund is more likely to suffer a credit loss on subordinated securities than on non-subordinated securities of the same issuer. If there is a default, bankruptcy or liquidation of the issuer, most subordinated
securities are paid only if sufficient assets remain after payment of the issuers non-subordinated securities. In addition, any recovery of interest or principal may take more time. As a result, even a perceived decline in creditworthiness of
the issuer is likely to have a greater impact on subordinated securities.
Derivatives risk (all funds).
Derivatives involve
special risks and costs and may result in losses to a fund. Using derivatives can increase losses and reduce opportunities for gains when market prices, interest rates or currencies, or the derivatives themselves, behave in a way not anticipated by
a fund, especially in abnormal market conditions. Using derivatives also can have a leveraging effect (which may increase investment losses) and increase fund volatility, which is the degree to which a funds share price may fluctuate within a
short time period. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. The other parties to certain derivatives transactions present the same types of credit risk as issuers of fixed income
securities. Derivatives also tend to involve greater liquidity risk and they may be difficult to value. A fund may be unable to terminate or sell its derivative positions. In fact, many
over-the-counter
derivatives will not have liquidity beyond the counterparty to the instrument. A funds use of derivatives may also increase the amount of taxes
payable by shareholders. The U.S. government is in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin, and reporting requirements. The ultimate impact of
the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance. A fund may be exposed to additional
risks as a result of the additional regulations. The extent and impact of the additional regulations are not yet fully known and may not be for some time.
Investments by a fund in structured securities, a type of derivative, raise certain tax, legal, regulatory and accounting issues that may not be presented by direct
investments in securities. These issues could be resolved in a manner that could hurt the performance of a fund.
Swap agreements tend to shift a
funds investment exposure from one type of investment to another. For example, a fund may enter into interest rate swaps, which involve the exchange of interest payments by the fund with another party, such as an exchange of floating rate
payments for fixed interest rate payments with respect to a notional amount of principal. If an interest rate swap intended to be used as a hedge negates a favorable interest rate movement, the investment performance of the fund would be less than
what it would have been if the fund had not entered into the interest rate swap.
Credit default swap contracts involve heightened risks and may result
in losses to a fund. Credit default swaps may be illiquid and difficult to value, and they increase credit risk since a fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
The absence of a central exchange or market for swap transactions may lead, in some instances, to difficulties in trading and valuation, especially in the event of
market disruptions. Recent legislation requires certain swaps to be executed through a centralized exchange or regulated facility and be
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cleared through a regulated clearinghouse. Although this clearing mechanism is generally expected to reduce counterparty credit risk, it may disrupt or limit the swap market and may not result in
swaps being easier to trade or value. As swaps become more standardized, a fund may not be able to enter into swaps that meet its investment needs. A fund also may not be able to find a clearinghouse willing to accept a swap for clearing. In a
cleared swap, a central clearing organization will be the counterparty to the transaction. The fund will assume the risk that the clearinghouse may be unable to perform its obligations.
A fund will be required to maintain its positions with a clearing organization through one or more clearing brokers. The clearing organization will require the fund to post margin and the broker may require the
fund to post additional margin to secure the funds obligations. The amount of margin required may change from time to time. In addition, cleared transactions may be more expensive to maintain than over-the-counter transactions and may require
the fund to deposit larger amounts of margin. The fund may not be able to recover margin amounts if the broker has financial difficulties. Also, the broker may require the fund to terminate a derivatives position under certain circumstances. This
may cause the fund to lose money.
Risks associated with the use of derivatives are magnified to the extent that an increased portion of a funds
assets are committed to derivatives in general or are invested in just one or a few types of derivatives.
Mortgage-backed and asset-backed securities risk (all funds).
Mortgage-backed securities are particularly susceptible to prepayment and extension
risks, because prepayments on the underlying mortgages tend to increase when interest rates fall and decrease when interest rates rise. Prepayments may also occur on a scheduled basis or due to foreclosure. When market interest rates increase,
mortgage refinancings and prepayments slow, which lengthens the effective duration of these securities. As a result, the negative effect of the interest rate increase on the market value of mortgage-backed securities is usually more pronounced than
it is for other types of fixed income securities, potentially increasing the volatility of a fund. Conversely, when market interest rates decline, while the value of mortgage-backed securities may increase, the rate of prepayment of the underlying
mortgages tend to increase, which shortens the effective duration of these securities. Mortgage-backed securities are also subject to the risk that underlying borrowers will be unable to meet their obligations.
At times, some of the mortgage-backed securities in which a fund may invest will have higher than market interest rates and therefore will be purchased at a premium
above their par value. Prepayments may cause losses on securities purchased at a premium.
The value of mortgage-backed securities may be affected by
changes in credit quality or value of the mortgage loans or other assets that support the securities. In addition, for mortgage-backed securities, when market conditions result in an increase in the default rates on the underlying mortgages and the
foreclosure values of the underlying real estate are below the outstanding amount of the underlying mortgages, collection of the full amount of accrued interest and principal on these investments may be doubtful. For mortgage derivatives and
structured securities that have embedded leverage features, small changes in interest or prepayment rates may cause large and sudden price movements. Mortgage derivatives can also become illiquid and hard to value in declining markets.
In response to the financial crisis that began in 2008, the Federal Reserve has attempted to keep mortgage rates low by acting as a buyer of mortgage-backed assets.
It is anticipated that this support will end, and mortgage rates may rise and prices of mortgage-backed securities may fall when that happens. To the extent a funds assets are invested in mortgage-backed securities, returns to fund investors
may decline.
Asset-backed securities are structured like mortgage-backed securities and are subject to many of the same risks. The ability of an issuer
of asset-backed securities to enforce its security interest in the underlying assets or to otherwise recover from the underlying obligor may be limited. Certain asset-backed securities present a heightened level of risk because, in the event of
default, the liquidation value of the underlying assets may be inadequate to pay any unpaid principal or interest.
Leveraging risk (all funds).
The value of your investment may be more volatile if a fund borrows or uses derivatives or other investments that have a
leveraging effect on a funds portfolio. Other risks also will be compounded. This is because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the
fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and
possibly all, of the funds assets.
Liquidity risk (all funds).
Liquidity risk exists when particular investments are impossible or difficult to sell. Although most of a funds investments must be liquid at the time of investment, investments may become illiquid after
purchase by the fund, particularly during periods of market turmoil. Markets may become illiquid when, for instance, there are few, if any, interested buyers or sellers or when dealers are unwilling or unable to make a market for certain securities.
When a fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the fund is forced to sell these investments to meet redemption requests or for other cash needs, the fund may suffer a loss. In
addition, when there is illiquidity in the market for certain investments, a fund, due to limitations on illiquid investments, may be unable to achieve its desired level of exposure to a certain sector.
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Foreign
investments and emerging market risk (all funds).
A funds investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign
countries in which the fund may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of a funds investments may decline because of factors affecting the particular issuer as well as
foreign markets and issuers generally, such as unfavorable government actions, and political or financial instability. Lack of information may also affect the value of these securities.
The value of a funds foreign investments may also be affected by foreign tax laws, special U.S. tax considerations and restrictions on receiving the investment proceeds from a foreign country. Dividends or
interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes.
In some foreign countries, less information
is available about issuers and markets because of less rigorous accounting and regulatory standards than in the United States. It may be difficult for a fund to pursue claims against a foreign issuer in the courts of a foreign country. Some
securities issued by non-U.S. governments or their subdivisions, agencies and instrumentalities may not be backed by the full faith and credit of such governments. Even where a security is backed by the full faith and credit of a government, it may
be difficult for the fund to pursue its rights against the government. Some non-U.S. governments have defaulted on principal and interest payments, and more may do so.
The risks of foreign investments are heightened when investing in issuers in emerging market countries. Emerging market countries tend to have economic, political and legal systems that are less fully developed and
are less stable than those of more developed countries. They are often particularly sensitive to market movements because their market prices tend to reflect speculative expectations. Low trading volumes may result in a lack of liquidity and in
extreme price volatility. Investors should be able to tolerate sudden, sometimes substantial, fluctuations in the value of their investments. Emerging market countries may have policies that restrict investment by foreigners or that prevent foreign
investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.
Currency risk (SMASh Series M Fund and SMASh Series EC Fund only).
The value of investments in securities denominated in foreign currencies increases
or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are
affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation.
Valuation risk (all funds).
Many factors may influence the price at which the fund could sell any
particular portfolio investment. The sales price may well differhigher or lowerfrom the funds last valuation, and such differences could be significant, particularly for illiquid securities and securities that trade in relatively
thin markets and/or markets that experience extreme volatility. If market conditions make it difficult to value some investments, the fund may value these investments using more subjective methods, such as fair value methodologies. Investors who
purchase or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer or more shares, or lower or higher redemption proceeds, than they would have received if the fund had not fair-valued the security or had used a
different valuation methodology. The value of foreign securities, certain fixed income securities and currencies, as applicable, may be materially affected by events after the close of the markets on which they are traded, but before the fund
determines its net asset value.
Cash management and defensive investing risk (all
funds).
The value of the investments held by the fund for cash management or defensive investing purposes can fluctuate. Like other fixed income securities, they are subject to risk, including market,
interest rate and credit risk. If a fund holds cash uninvested, it will be subject to the credit risk of the depository institution holding the cash. If a fund holds cash uninvested, a fund will not earn income on the cash and the funds yield
will go down. If a significant amount of a funds assets are used for cash management or defensive investing purposes, it may not achieve its investment objective.
Risk of increase in expenses (all funds).
Your actual costs of investing in a fund may be higher than
the expenses shown in Annual fund operating expenses for a variety of reasons. For example, expense ratios may be higher than those shown if an expense reimbursement agreement is changed or terminated.
Prepayment or call risk (all funds).
Many fixed
income securities give the issuer the option to repay or call the security prior to its maturity date. Issuers often exercise this right when interest rates fall. Accordingly, if a fund holds a fixed income security subject to prepayment or call
risk, it will not benefit fully from the increase in value that other fixed income securities generally experience when interest rates fall. Upon prepayment of the security, a fund would also be forced to reinvest the proceeds at then current
yields, which would be lower than the yield of the security that was paid off. In addition, if a fund purchases a fixed income security at a premium (at a price that exceeds its stated par or principal value), the fund may lose the amount of the
premium paid in the event of prepayment.
Extension risk (all funds).
When interest rates rise, repayments of fixed income securities, particularly
asset-
and mortgage-backed securities, may occur more slowly than anticipated, extending the
effective duration of these fixed income securities at below market interest rates and causing
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their market prices to decline more than they would have declined due to the rise in interest rates alone. This may cause a funds share price to be more volatile.
Non-diversification risk (SMASh Series C Fund and SMASh Series EC Fund only).
Each of SMASh Series C Fund and SMASh Series EC Fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified
fund. To the extent a fund invests its assets in a smaller number of issuers, the fund will be more susceptible to negative events affecting those issuers than a diversified fund.
Risk of investing in fewer issuers (SMASh Series M Fund only).
To the extent the fund invests its
assets in a small number of issuers, the fund will be more susceptible to negative events affecting those issuers.
Portfolio selection risk (all funds).
The value of your investment may decrease if the subadvisers judgment about the quality, relative yield,
value or market trends affecting a particular security, industry, sector, country or region, or about interest rates, is incorrect.
Please note that
there are other factors that could adversely affect your investment and that could prevent a fund from achieving its investment objective. More information about risks appears in the SAI. Before investing, you should carefully consider the risks
that you will assume.
Portfolio holdings
A description of the funds policies and procedures with respect to the disclosure of the funds portfolio holdings is available in the SAI. Each fund posts its complete portfolio holdings at
http://www.leggmason.com/individualinvestors/prospectuses.aspx (click on View SMASh Series Funds, and then click on the information you wish to view under the funds name) on a quarterly basis. Each fund intends to post its complete
portfolio holdings 14 calendar days following the quarter-end. Each fund intends to post partial information concerning the funds portfolio holdings (such as top 10 holdings or sector breakdowns, for example) on the Legg Mason funds
website on a monthly basis. Each fund intends to post this partial information 10 business days following each month-end. Such information will remain available until the next months or quarters holdings are posted.
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More on fund management
Legg Mason Partners Fund Advisor, LLC (LMPFA) is each funds
investment manager. LMPFA, with offices at 620 Eighth Avenue, New York, New York 10018, also serves as the investment manager of other Legg Mason-sponsored funds. LMPFA provides administrative and certain oversight services to the funds. LMPFA
was formed in April 2006 as a result of an internal reorganization to consolidate advisory services after Legg Mason, Inc. (Legg Mason) acquired substantially all of Citigroups asset management business in December 2005. As of
December 31, 2013, LMPFAs total assets under management were approximately $225.4 billion.
Western Asset Management Company (Western
Asset) and Western Asset Management Company Limited (Western Asset London) and, with respect to SMASh Series EC Fund, Western Asset Management Company Ltd (Western Asset Japan) and Western Asset Management Company Pte.
Ltd. (Western Asset Singapore and, collectively with Western Asset, Western Asset London and Western Asset Japan, the subadviser) provide the day-to-day portfolio management of the funds as subadvisers.
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 London was founded in 1984 and has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Japan was founded in 1991 and has offices at 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-Chome Chiyoda-Ku, Tokyo
100-6536, Japan. Western Asset Singapore was established in 2000 and has offices at 1 George Street #23-01, Singapore 049145.
Western Asset London,
Western Asset Japan and Western Asset Singapore provide certain subadvisory services relating to currency transactions and investments in non-U.S. dollar-denominated securities and related foreign currency instruments. Western Asset London generally
manages global and non-U.S. dollar fixed income mandates. Western Asset Japan generally manages Japanese fixed income mandates and Western Asset Singapore generally manages Asian (other than Japan) fixed income mandates. Each office provides
services relating to relevant portions of Western Assets broader portfolios as appropriate. Western Asset London, Western Asset Japan and Western Asset Singapore undertake investment-related activities including investment management, research
and analysis and securities settlement.
Western Asset employs a team approach to investment management that utilizes relevant staff in multiple offices
around the world. For funds that permit non-U.S. or global investments, those offices add local sector investment experience as well as the ability to trade in local markets. Although the investment professionals at Western Asset London, Western
Asset Japan and Western Asset Singapore are responsible for the management of the investments in their local sectors, Western Asset provides overall supervision of their activities for the funds to maintain a cohesive investment management approach.
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, 2013, 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 $451.6 billion.
LMPFA, Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore are wholly-owned
subsidiaries of Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a global asset management company. As of December 31, 2013, Legg Masons asset management operations,
including Western Asset and its supervised affiliates, had aggregate assets under management of approximately $679.5 billion.
Investment professionals
SMASh Series M Fund
The fund is managed
by a broad team of investment professionals. The particular mix of investment professionals involved in developing and implementing investment strategies for the fund depends on the asset classes in which the fund invests. Senior members of the
portfolio management team are responsible for the development of investment strategy and oversight for the fund and coordination of other relevant investment team members. They work together with the broader Western Asset investment management team
on portfolio structure, duration weighting and term structure decisions.
The individuals responsible for day-to-day portfolio management, development of
investment strategy, oversight and coordination of the fund are Stephen A. Walsh, Frederick R. Marki, Anup Agarwal and Bonnie M. Wongtrakool. Mr. Walsh has been a part of the portfolio management team for the fund since its inception. Mr. Marki has
been a part of the portfolio management team for the fund since August 2013. Mr. Agarwal and Ms. Wongtrakool have been a part of the portfolio management team for the fund since September 2013.
Messrs. Walsh and Marki and Ms. Wongtrakool have been employed by Western Asset as investment professionals for more than five years. Mr. Agarwal has been has
been employed by Western Asset as an investment professional since August 2013. From 2007 to 2013, Mr. Agarwal served as Portfolio Manager and Head of Consumer Credit for Stark Investments, a global alternative investment firm. It is anticipated
that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S. Kenneth Leech will join the funds portfolio management team at that time. Mr. Leech has been employed
by Western Asset as an investment professional for more than 20 years.
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SMASh Series C Fund
The fund is managed by a broad team of investment professionals. The particular mix of investment professionals involved in developing and implementing investment strategies for the fund depends on the asset
classes in which the fund invests. Some members of the portfolio management team are responsible for the development of investment strategy and oversight for the fund and coordination of other relevant investment team members. They work together
with the broader Western Asset investment management team on portfolio structure, duration weighting and term structure decisions.
The individuals
responsible for day-to-day portfolio management, development of investment strategy, oversight and coordination of the fund are Stephen A. Walsh, Ryan K. Brist, Michael C. Buchanan and Frederick R. Marki. Mr. Walsh has been a
part of the portfolio management team for the fund since its inception. Mr. Brist has been a part of the portfolio management team for the fund since 2010. Mr. Buchanan has been a part of the portfolio management team for the fund since 2012.
Mr. Marki has been a part of the portfolio management team for the fund since August 2013.
Messrs. Walsh, Buchanan and Marki have been employed by
Western Asset as investment professionals for more than five years. Mr. Brist has been employed by Western Asset as an investment professional since 2009. Prior to joining Western Asset as an investment professional, Mr. Brist was Chief Investment
Officer, Portfolio Manager with Logan Partners, L.P. from 2007 to 2009 and Co-Chief Investment Officer, Senior Portfolio Manager with Delaware Investment Advisors from 2000 to 2007. It is anticipated that Mr. Walsh will step down as a member of
the funds portfolio management team effective on or about March 31, 2014 and that S. Kenneth Leech will join the funds portfolio management team at that time. Mr. Leech has been employed by Western Asset as an investment
professional for more than 20 years.
SMASh Series EC Fund
The fund is managed by a broad team of investment professionals. The particular mix of investment professionals involved in developing and implementing investment strategies for the fund depends on the asset
classes in which the fund invests. Some members of the portfolio management team are responsible for the development of investment strategy and oversight for the fund and coordination of other relevant investment team members. They work together
with the broader Western Asset investment management team on portfolio structure, duration weighting and term structure decisions.
The individuals
responsible for day-to-day portfolio management, development of investment strategy, oversight and coordination of the fund are Stephen A. Walsh, Ryan K. Brist, Michael C. Buchanan, Keith J. Gardner and Frederick R. Marki. Messrs. Walsh, Buchanan
and Gardner have been a part of the portfolio management team for the fund since its inception. Mr. Brist has been a part of the portfolio management team for the fund since 2010. Mr. Marki has been a part of the portfolio management team for the
fund since August 2013.
Messrs. Walsh, Buchanan, Gardner and Marki have been employed by Western Asset as investment professionals for more than five
years. Mr. Brist has been employed by Western Asset as an investment professional since 2009. Prior to joining Western Asset, Mr. Brist was Chief Investment Officer, Portfolio Manager with Logan Partners, L.P. from 2007 to 2009 and Co-Chief
Investment Officer, Senior Portfolio Manager with Delaware Investment Advisors from 2000 to 2007. It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that
S. Kenneth Leech will join the funds portfolio management team at that time. Mr. Leech has been employed by Western Asset as an investment professional for more than 20 years.
The SAI provides information about the investment professionals compensation, other accounts managed by the investment professionals and any fund shares held by the investment professionals.
Management and subadvisory agreements
None of the funds pays advisory fees to LMPFA or the subadviser. A discussion regarding the basis for the Boards approval of each funds management
agreement and subadvisory agreements is available in the funds Semi-Annual Report for the period ended April 30, 2013.
Distribution
Legg Mason Investor Services,
LLC (LMIS), a wholly-owned broker/dealer subsidiary of Legg Mason, serves as the funds sole and exclusive distributor.
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Buying shares
Shares of a fund are purchased at net asset value without a sales charge or other fee.
Except for shares purchased by initial investors in the funds, shares of the funds may be purchased only by or on behalf of separately managed account clients where
a funds subadviser or an affiliate of the subadviser (each a Managed Account Adviser) has an agreement with the managed account program sponsor (the Program Sponsor) (typically, a registered investment adviser or
broker/dealer), or directly with the client, to provide management or advisory services with respect to the accounts.
There are no maximum or minimum
investment requirements applicable to the funds (although your Program Sponsor may have certain investment requirements for separately managed accounts). Purchase orders are made based on instructions from your Managed Account Adviser to the
broker/dealer who executes trades for your account. To make a purchase, your broker/dealer must submit a purchase order to the funds transfer agent, either directly or through an appropriate clearing agency (e.g., the National Securities
Clearing CorporationFund/SERV).
The funds generally will not permit
non-resident
aliens with
non-U.S.
addresses to establish accounts. U.S. citizens with APO/FPO addresses or addresses in the United States (including its territories) and resident aliens with U.S. addresses are permitted to establish
accounts with the funds. Subject to the requirements of local law, U.S. citizens residing in foreign countries are permitted to establish accounts with the funds.
For more information about buying shares, please contact your Program Sponsor.
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Redeeming shares
Redemption orders are made based on instructions from your Managed Account Adviser or Program Sponsor to the broker/dealer who executes
trades for the account. Shares of a fund can be redeemed through the broker/dealer on any day the New York Stock Exchange (the NYSE) is open. Shares of a fund may be held only by investors participating in an eligible managed account
program and cannot be transferred. The funds reserve the right to redeem shares of any investor if the investor ceases to be a participant in an eligible managed account program. The liquidation of fund shares will have tax consequences for the
investor. Each investor, by participating in a managed account program that purchases fund shares, agrees to the redemption of such fund shares upon termination of its participation in such program. Subject to applicable law, the funds may, with
prior notice, adopt other policies from time to time requiring mandatory redemption of shares in certain circumstances.
For more
information about redeeming shares, please contact your Program Sponsor.
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Other things to know about transactions
Anti-money laundering
Federal anti-money laundering regulations require all financial institutions to obtain, verify and record information that identifies each person who opens an
account. When you sign your account application, you may be asked to provide additional information in order for the funds to verify your identity in accordance with these regulations. Accounts may be restricted and/or closed, and the monies
withheld, pending verification of this information or as otherwise required under these and other federal regulations.
Frequent
trading of fund shares
Frequent purchases and redemptions of fund shares may interfere with the efficient management of a fund, increase fund
transaction costs and have a negative effect on the funds long-term shareholders. For example, in order to handle large flows of cash into and out of a fund, the subadviser may need to allocate more assets to cash or other short-term
investments or sell securities, rather than maintaining full investment in securities selected to achieve the funds investment objective. Frequent trading may cause a fund to sell securities at less favorable prices. Transaction costs, such as
brokerage commissions and market spreads, can detract from a funds performance.
Because of the potential harm to funds sold by the funds
distributor and their long-term shareholders, the Board has approved policies and procedures that are intended to detect and discourage excessive trading and market timing abuses through the use of various surveillance techniques. Under these
policies and procedures, a fund may limit additional exchanges or purchases of fund shares by shareholders who are believed by the manager to be engaged in these abusive trading activities in the fund or in other funds sold by the distributor. The
intent of the policies and procedures is not to inhibit legitimate strategies, such as asset allocation, dollar cost averaging, or similar activities that may nonetheless result in frequent trading of fund shares.
Because the funds are designed to be components of separately managed accounts that also invest, at the direction of or based on the advice of the Managed Account
Adviser, in individual securities and other investments, fund shares may be purchased or redeemed on a frequent basis for rebalancing purposes or in order to invest new monies (including through dividend reinvestment) or to accommodate reductions in
account size. The funds are managed in a manner that is consistent with their role in separately managed accounts. Because all purchase and redemption orders are initiated by or based on the advice of the Managed Account Adviser, managed account
clients are not in a position to effect purchase and redemption orders and are, therefore, unable to directly trade in fund shares.
|
|
|
36
|
|
Western Asset SMASh Series Funds
|
Dividends, distributions and taxes
Dividends and other distributions
The funds pay dividends each month from their net investment income and potentially from short-term capital gains. The funds generally distribute long-term capital
gain, if any, once in December and at such other times as are necessary. The funds may pay additional distributions and dividends in order to avoid a federal tax. Dividends and capital gain distributions will be paid in cash into your managed
account.
The Board reserves the right to revise the dividend policy or postpone the payment of dividends if warranted in the Boards judgment due
to unusual circumstances.
Taxes
The following discussion is very general, applies only to shareholders who are U.S. persons, and does not address shareholders subject to special rules, such as
those who hold fund shares through an IRA, 401(k) plan or other tax-advantaged account. Except as specifically noted, the discussion is limited to federal income tax matters, and does not address state, local, foreign or non-income taxes. Further
information regarding taxes, including certain federal income tax considerations relevant to non-U.S. persons, is included in the SAI. Because each shareholders circumstances are different and special tax rules may apply, you should consult
your tax adviser about federal, state, local and/or foreign tax considerations that may be relevant to your particular situation.
In general, redeeming
shares, exchanging shares and receiving dividends and distributions are all taxable events. The following table summarizes the tax status of certain transactions related to the funds.
|
|
|
Transaction
|
|
Federal income tax status
|
Redemption or exchange of shares
|
|
Usually capital gain or loss; long-term only if shares are owned more than one year
|
Dividends of investment income and distributions of net short-term capital gain
|
|
Ordinary income
|
Distributions of net capital gain (excess of net long-term capital gain over net short-term capital loss)
|
|
Long-term capital gain
|
Distributions attributable to short-term capital gains are taxable to you as ordinary income. The funds do not expect any
distributions to be treated as qualified dividend income, which for noncorporate shareholders may be taxable at reduced rates. Distributions of net capital gain reported by the fund as capital gain dividends are taxable to you as long-term capital
gain regardless of how long you have owned your shares. Noncorporate shareholders ordinarily pay tax at reduced rates on long-term capital gain.
You may
want to avoid buying shares when a fund is about to declare a dividend or capital gain distribution because it will be taxable to you even though it may economically represent a return of a portion of your investment.
A Medicare contribution tax is imposed at the rate of 3.8% on net investment income of U.S. individuals with income exceeding specified thresholds, and on
undistributed net investment income of certain estates and trusts. Net investment income generally includes for this purpose dividends and capital gain distributions paid by the funds and gain on the redemption or exchange of fund shares.
A dividend declared by the funds in October, November or December and paid during January of the following year will, in certain circumstances, be treated as
paid in December for tax purposes.
If a fund meets certain requirements with respect to its holdings, it may elect to pass through to
shareholders foreign taxes that it pays, in which case each shareholder will include the amount of such taxes in computing gross income, but will be eligible to claim a credit or deduction for such taxes, subject to generally applicable limitations
on such deductions and credits. In addition, a funds investment in certain foreign securities, foreign currencies or foreign currency derivatives may accelerate fund distributions to shareholders and increase the distributions taxed to
shareholders as ordinary income.
After the end of each year, your Service Agent or a fund will provide you with information about the distributions and
dividends you received and any redemptions of shares during the previous year. Because each shareholders circumstances are different and special tax rules may apply, you should consult your tax adviser about your investment in a fund.
|
|
|
Western Asset SMASh Series Funds
|
|
37
|
Share price
You may buy or redeem shares at their net asset value next determined after receipt of your request in good order, adjusted for any
applicable sales charge. A funds net asset value per share is the value of its assets minus its liabilities divided by the number of shares outstanding.
Each fund calculates its net asset value every day the NYSE is open. A fund generally values its securities and other assets and calculates its net asset value as of the close of regular trading on the NYSE,
normally at 4:00 p.m. (Eastern time). If the NYSE closes at another time, a fund will calculate its net asset value as of the actual closing time. The NYSE is closed on certain holidays listed in the SAI.
As mentioned above, orders to buy or redeem shares are made based on instructions from your Managed Account Adviser or Program Sponsor to the broker/dealer who
executes trades for the account. In order to buy or redeem shares at a certain days price, the broker/dealer must receive the order on behalf of the separately managed account before the NYSE closes on that day. If the NYSE closes early on
that day, the broker/dealer must receive the order prior to the actual closing time.
Valuation of a funds securities and other assets is
performed in accordance with procedures approved by the Board. These procedures delegate most valuation functions to the manager, which generally uses independent third party pricing services approved by the Board. Under the procedures, assets are
valued as follows:
|
|
The valuations for fixed income securities and certain derivative instruments are typically the prices supplied by independent third party pricing services,
which may use market prices or broker/dealer quotations or a variety of fair valuation techniques and methodologies. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that
using this method would not reflect an investments fair value.
|
|
|
Equity securities and certain derivative instruments that are traded on an exchange are valued at the closing price or, if that price is unavailable or deemed by
the manager not representative of market value, the last sale price. Where a security is traded on more than one exchange (as is often the case overseas), the security is generally valued at the price on the exchange considered by the manager to be
the primary exchange. In the case of securities not traded on an exchange, or if exchange prices are not otherwise available, the prices are typically determined by independent third party pricing services that use a variety of techniques and
methodologies.
|
|
|
The valuations of securities traded on foreign markets and certain fixed income securities will generally be based on prices determined as of the earlier closing
time of the markets on which they primarily trade, unless a significant event has occurred. When a fund holds securities or other assets that are denominated in a foreign currency, the fund will normally use the currency exchange rates as of
4:00 p.m. (Eastern time). Each fund uses a fair value model developed by an independent third party pricing service to value foreign equity securities on days when a certain percentage change in the value of a domestic equity security index
suggests that the closing prices on foreign exchanges may no longer represent the value of those securities at the time of closing of the NYSE. Foreign markets are open for trading on weekends and other days when a fund does not price its shares.
Therefore, the value of a funds shares may change on days when you will not be able to purchase or redeem the funds shares.
|
|
|
If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be
unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers. When such prices or quotations are not available, or when the manager believes that they are unreliable, the manager may price securities
using fair value procedures approved by the Board. These procedures permit, among other things, the use of a matrix, formula or other method that takes into consideration market indices, yield curves and other specific adjustments to determine fair
value. Fair value of a security is the amount, as determined by the manager in good faith, that a fund might reasonably expect to receive upon a current sale of the security. A fund may also use fair value procedures if the manager determines that a
significant event has occurred between the time at which a market price is determined and the time at which the funds net asset value is calculated.
|
Many factors may influence the price at which a fund could sell any particular portfolio investment. The sales price may well differhigher or lowerfrom a funds last valuation, and such differences
could be significant, particularly for securities that trade in relatively thin markets and/or markets that experience extreme volatility. Moreover, valuing securities using fair value methodologies involves greater reliance on judgment than valuing
securities based on market quotations. A fund that uses fair value methodologies may value those securities higher or lower than another fund using market quotations or its own fair value methodologies to price the same securities. There can be no
assurance that a fund could obtain the value assigned to a security if it were to sell the security at approximately the time at which the fund determines its net asset value. Investors who purchase or redeem fund shares on days when a fund is
holding fair-valued securities may receive a greater or lesser number of shares, or higher or lower redemption proceeds, than they would have received if the fund had not fair-valued the security or had used a different methodology.
|
|
|
38
|
|
Western Asset SMASh Series Funds
|
Financial highlights
The financial highlights tables are intended to help you understand the performance of
fund shares since inception. Certain information reflects financial results for a single share. Total return represents the rate that a shareholder would have earned (or lost) on a fund share assuming reinvestment of all dividends and distributions.
The information in the following tables has been derived from the applicable funds financial statements, which have been audited by KPMG LLP, independent registered public accounting firm, whose report, along with the funds financial
statements, is included in the annual report (available upon request).
Western Asset SMASh Series M Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of beneficial interest outstanding throughout each year ended October 31:
|
|
|
|
2013
1
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$10.55
|
|
|
|
$10.38
|
|
|
|
$10.43
|
|
|
|
$9.74
|
|
|
|
$8.95
|
|
Income from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.27
|
|
|
|
0.29
|
|
|
|
0.39
|
|
|
|
0.49
|
|
|
|
0.61
|
|
Net realized and unrealized gain
|
|
|
0.01
|
|
|
|
0.50
|
|
|
|
0.13
|
|
|
|
0.86
|
|
|
|
0.81
|
|
Total income from operations
|
|
|
0.28
|
|
|
|
0.79
|
|
|
|
0.52
|
|
|
|
1.35
|
|
|
|
1.42
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.30)
|
|
|
|
(0.36)
|
|
|
|
(0.36)
|
|
|
|
(0.63)
|
|
|
|
(0.51)
|
|
Net realized gains
|
|
|
(0.05)
|
|
|
|
(0.26)
|
|
|
|
(0.21)
|
|
|
|
(0.03)
|
|
|
|
(0.12)
|
|
Total distributions
|
|
|
(0.35)
|
|
|
|
(0.62)
|
|
|
|
(0.57)
|
|
|
|
(0.66)
|
|
|
|
(0.63)
|
|
Net asset value, end of year
|
|
|
$10.48
|
|
|
|
$10.55
|
|
|
|
$10.38
|
|
|
|
$10.43
|
|
|
|
$9.74
|
|
Total
return
2
|
|
|
2.75
|
%
|
|
|
7.93
|
%
|
|
|
5.22
|
%
|
|
|
14.57
|
%
|
|
|
16.90
|
%
|
Net assets, end of year (000s)
|
|
|
$275,120
|
|
|
|
$248,227
|
|
|
|
$156,898
|
|
|
|
$129,557
|
|
|
|
$98,269
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
3
|
|
|
0.09
|
%
|
|
|
0.09
|
%
|
|
|
0.09
|
%
|
|
|
0.20
|
%
|
|
|
0.27
|
%
4
|
Net expenses
5,6,7
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Net investment income
|
|
|
2.64
|
|
|
|
2.94
|
|
|
|
3.82
|
|
|
|
5.07
|
|
|
|
6.70
|
|
Portfolio turnover rate
8
|
|
|
150
|
%
|
|
|
145
|
%
|
|
|
184
|
%
|
|
|
253
|
%
|
|
|
70
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Performance figures do not reflect the effect of fees and expenses associated with a separately managed account, nor a management fee or other operating expenses
of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Funds manager or subadvisers. All operating expenses of the Fund were reimbursed by the manager, pursuant to an expense
reimbursement arrangement between the Fund and the manager. If such fees were included, the total return would have been lower. Past performance is no guarantee of future results.
|
3
|
Gross expenses do not include management fees paid to the manager and subadvisers. Management fees are paid directly or indirectly by the separately managed
account sponsor.
|
4
|
Includes the Funds share of SMASh Series M Portfolios allocated expenses prior to April 18, 2009.
|
5
|
The Funds manager has entered into an expense reimbursement arrangement with the Fund, pursuant to which the Funds manager has agreed to reimburse
100% of the Funds ordinary operating expenses. The expense reimbursement arrangement does not cover brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses. This arrangement cannot be terminated prior to
December 31, 2015 without the Board of Trustees consent.
|
6
|
Reflects fee waivers and/or expense reimbursements.
|
7
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
8
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover rate would have been 694%, 642%,
743%, 723%, and 283% for the years ended October 31, 2013, 2012, 2011, 2010, and 2009, respectively.
|
|
|
|
Western Asset SMASh Series Funds
|
|
39
|
Financial highlights contd
Western Asset SMASh Series C Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of beneficial interest outstanding throughout each year ended October 31:
|
|
|
|
2013
1
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net asset value, beginning of year
|
|
|
$9.78
|
|
|
|
$9.31
|
|
|
|
$9.17
|
|
|
|
$8.96
|
|
|
|
$6.84
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.34
|
|
|
|
0.40
|
|
|
|
0.45
|
|
|
|
0.50
|
|
|
|
0.54
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.28)
|
|
|
|
0.50
|
|
|
|
0.15
|
|
|
|
0.25
|
|
|
|
2.12
|
|
Total income from operations
|
|
|
0.06
|
|
|
|
0.90
|
|
|
|
0.60
|
|
|
|
0.75
|
|
|
|
2.66
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.36)
|
|
|
|
(0.43)
|
|
|
|
(0.46)
|
|
|
|
(0.54)
|
|
|
|
(0.54)
|
|
Total distributions
|
|
|
(0.36)
|
|
|
|
(0.43)
|
|
|
|
(0.46)
|
|
|
|
(0.54)
|
|
|
|
(0.54)
|
|
Net asset value, end of year
|
|
|
$9.48
|
|
|
|
$9.78
|
|
|
|
$9.31
|
|
|
|
$9.17
|
|
|
|
$8.96
|
|
Total
return
2
|
|
|
0.65
|
%
|
|
|
9.98
|
%
|
|
|
6.81
|
%
|
|
|
8.63
|
%
|
|
|
40.24
|
%
|
Net assets, end of year (000s)
|
|
|
$141,229
|
|
|
|
$79,631
|
|
|
|
$50,360
|
|
|
|
$52,544
|
|
|
|
$41,518
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
3
|
|
|
0.15
|
%
|
|
|
0.19
|
%
|
|
|
0.25
|
%
|
|
|
0.31
|
%
|
|
|
0.46
|
%
4
|
Net expenses
5,6,7
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Net investment income
|
|
|
3.62
|
|
|
|
4.32
|
|
|
|
4.92
|
|
|
|
5.59
|
|
|
|
6.53
|
|
Portfolio turnover rate
|
|
|
57
|
%
|
|
|
82
|
%
|
|
|
73
|
%
|
|
|
53
|
%
|
|
|
51
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Performance figures do not reflect the effect of fees and expenses associated with a separately managed account, nor a management fee or other operating expenses
of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Funds manager or subadvisers. All operating expenses of the Fund were reimbursed by the manager, pursuant to an expense
reimbursement arrangement between the Fund and the manager. If such fees were included, the total return would have been lower. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized.
|
3
|
Gross expenses do not include management fees paid to the manager and subadvisers. Management fees are paid directly or indirectly by the separately managed
account sponsor.
|
4
|
Includes the Funds share of SMASh Series C Portfolios allocated expenses prior to April 18, 2009.
|
5
|
Reflects fee waivers and/or expense reimbursements.
|
6
|
The Funds manager has entered into an expense reimbursement arrangement with the Fund, pursuant to which the Funds manager has agreed to reimburse
100% of the Funds ordinary operating expenses. The expense reimbursement arrangement does not cover brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses. This arrangement cannot be terminated prior to
December 31, 2015 without the Board of Trustees consent.
|
7
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
|
|
|
40
|
|
Western Asset SMASh Series Funds
|
Western Asset SMASh Series EC Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For a share of beneficial interest outstanding throughout each year ended October 31:
|
|
|
|
2013
1
|
|
|
2012
1
|
|
|
2011
1
|
|
|
2010
1
|
|
|
2009
1
|
|
Net asset value, beginning of year
|
|
|
$9.29
|
|
|
|
$8.66
|
|
|
|
$8.87
|
|
|
|
$8.41
|
|
|
|
$6.73
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.43
|
|
|
|
0.47
|
|
|
|
0.61
|
|
|
|
0.73
|
|
|
|
0.66
|
|
Net realized and unrealized gain (loss)
|
|
|
0.21
|
|
|
|
0.68
|
|
|
|
(0.23)
|
|
|
|
0.97
|
|
|
|
1.97
|
|
Total income from operations
|
|
|
0.64
|
|
|
|
1.15
|
|
|
|
0.38
|
|
|
|
1.70
|
|
|
|
2.63
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.61)
|
|
|
|
(0.52)
|
|
|
|
(0.59)
|
|
|
|
(1.24)
|
|
|
|
(0.94)
|
|
Net realized gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.01)
|
|
Total distributions
|
|
|
(0.61)
|
|
|
|
(0.52)
|
|
|
|
(0.59)
|
|
|
|
(1.24)
|
|
|
|
(0.95)
|
|
Net asset value, end of year
|
|
|
$9.32
|
|
|
|
$9.29
|
|
|
|
$8.66
|
|
|
|
$8.87
|
|
|
|
$8.41
|
|
Total
return
2
|
|
|
7.08
|
%
|
|
|
13.81
|
%
|
|
|
4.37
|
%
|
|
|
22.08
|
%
|
|
|
45.73
|
%
|
Net assets, end of year (000s)
|
|
|
$74,700
|
|
|
|
$55,216
|
|
|
|
$38,147
|
|
|
|
$37,727
|
|
|
|
$35,386
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses
3
|
|
|
0.24
|
%
|
|
|
0.28
|
%
|
|
|
0.38
|
%
|
|
|
0.37
|
%
|
|
|
0.57
|
%
4
|
Net expenses
5,6,7
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
Net investment income
|
|
|
4.61
|
|
|
|
5.22
|
|
|
|
7.05
|
|
|
|
8.56
|
|
|
|
9.67
|
|
Portfolio turnover rate
|
|
|
94
|
%
|
|
|
53
|
%
|
|
|
47
|
%
|
|
|
50
|
%
|
|
|
52
|
%
|
1
|
Per share amounts have been calculated using the average shares method.
|
2
|
Performance figures do not reflect the effect of fees and expenses associated with a separately managed account, nor a management fee or other operating expenses
of the Fund. Such management fees are paid directly or indirectly by the separately managed account sponsor to the Funds manager or subadvisers. All operating expenses of the Fund were reimbursed by the manager, pursuant to an expense
reimbursement arrangement between the Fund and the manager. If such fees were included, the total return would have been lower. Past performance is no guarantee of future results.
|
3
|
Gross expenses do not include management fees paid to the manager and subadvisers. Management fees are paid directly or indirectly by the separately managed
account sponsor.
|
4
|
Includes the Funds share of SMASh Series EC Portfolios allocated expenses prior to April 18, 2009.
|
5
|
Reflects fee waivers and/or expense reimbursements.
|
6
|
The Funds manager has entered into an expense reimbursement arrangement with the Fund, pursuant to which the Funds manager has agreed to reimburse
100% of the Funds ordinary operating expenses. The expense reimbursement arrangement does not cover brokerage, interest, taxes, extraordinary expenses and acquired fund fees and expenses. This arrangement cannot be terminated prior to
December 31, 2015 without the Board of Trustees consent.
|
7
|
The impact of compensating balance arrangements, if any, was less than 0.01%.
|
|
|
|
Western Asset SMASh Series Funds
|
|
41
|
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the Privacy Notice) addresses the Legg Mason Funds privacy and data protection practices with respect to
nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored
closed-end
funds
and certain
closed-end
funds managed or
sub-advised
by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a
shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About
You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may
include, but is not limited to:
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|
Personal information included on applications or other forms;
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Account balances, transactions, and mutual fund holdings and positions;
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Online account access user IDs, passwords, security challenge question responses; and
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Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individuals total debt,
payment history, etc.).
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How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial
institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have
authorized or as permitted or required by law. The Funds may disclose information about you to:
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Employees, agents, and affiliates on a need to know basis to enable the Funds to conduct ordinary business or comply with obligations to government
regulators;
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Service providers, including the Funds affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or
processing or servicing your account with us) or otherwise perform services on the Funds behalf, including companies that may perform marketing services solely for the Funds;
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The Funds representatives such as legal counsel, accountants and auditors; and
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Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.
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Except as otherwise permitted by applicable law, companies acting on the Funds behalf are contractually obligated to keep nonpublic personal information the
Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may
disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or
similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds practice to obtain
protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds Privacy and Security Practices
The Funds will notify
you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds Security Practices
The
Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds internal data security policies restrict access to your nonpublic personal information to authorized
employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic
personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information,
the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances
using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account
information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds privacy practices, write the Funds using the contact information on your
account statements, email the Funds by clicking on the Contact Us section of the Funds website at www.leggmason.com, or contact the Funds at 1-877-721-1926.
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THIS PAGE IS NOT PART OF THE
PROSPECTUS
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Western Asset
SMASh Series Funds
You
may visit the funds website, http://www.leggmason.com/individualinvestors/prospectuses, for a free copy of a Prospectus or Statement of Additional Information (SAI). The funds Annual and Semi-Annual Reports are not made
available on the website because the reports are intended for the information of the funds shareholders and not for distribution to prospective investors.
Shareholder reports
Additional information about each funds investments is available in the
funds Annual and Semi-Annual Reports to shareholders. In each funds Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the funds performance during its last
fiscal year. The independent registered public accounting firms report and financial statements in each funds Annual Report are incorporated by reference into (are legally a part of) this Prospectus.
The funds send only one report to a household if more than one account has the same last name and same address. Contact your Program Sponsor if you do not want
this policy to apply to you.
Statement of additional information
The SAI provides more detailed information about each fund and is incorporated by reference into (is legally a part of) this Prospectus.
You can make inquiries about the funds or obtain shareholder reports or the SAI (without charge) by contacting your Program Sponsor, by
calling the funds at 1-877-721-1926, or by writing to the funds at 100 First Stamford Place, Attn: Shareholder Services
5
th
Floor, Stamford, Connecticut 06902.
Information about the funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commissions (the SEC) Public Reference
Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1-202-551-8090.
Reports and other information about the funds are available on the EDGAR Database on the SECs Internet site
at
http://www.sec.gov.
Copies of this information may be obtained for a duplicating fee by electronic request at the following
E-mail
address:
publicinfo@sec.gov,
or by writing the SECs Public Reference Section, Washington,
D.C. 20549-1520.
If someone makes a statement about the funds that is not in this Prospectus, you should not rely upon that information. None of the
funds or the distributor is offering to sell shares of a fund to any person to whom the fund may not lawfully sell its shares.
(Investment Company Act
file no.
811-6740)
FD04017ST 03/14
March 1, 2014
STATEMENT OF ADDITIONAL INFORMATION
LEGG MASON PARTNERS
INSTITUTIONAL TRUST
Western Asset SMASh Series M Fund (SMASh Series M Fund) (LMSMX)
Western Asset SMASh Series C Fund (SMASh Series C Fund) (LMLCX)
Western Asset SMASh Series EC Fund (SMASh Series EC Fund) (LMECX)
620 Eighth Avenue
New York, New York 10018
1-877-721-1926
This Statement of Additional Information (this SAI) is not a prospectus and is meant to be read in conjunction with the
current prospectus of the above named funds (each, a fund, and collectively, the funds or the SMASh Series Funds), dated March 1, 2014, as amended or supplemented from time to time (the Prospectus),
and is incorporated by reference in its entirety into the Prospectus.
Each fund is a series of Legg Mason Partners
Institutional Trust (the Trust), a Maryland statutory trust. From April 7, 2009 to August 1, 2012, Western Asset SMASh Series M Fund, Western Asset SMASh Series C Fund and Western Asset SMASh Series EC Fund were named Legg Mason
Western Asset SMASh Series M Fund, Legg Mason Western Asset SMASh Series C Fund and Legg Mason Western Asset SMASh Series EC Fund, respectively. Prior to April 7, 2009, Legg Mason Western Asset SMASh Series M Fund was named SMASh Series M
Fund, Legg Mason Western Asset SMASh Series C Fund was named SMASh Series C Fund, and Legg Mason Western Asset SMASh Series EC Fund was named SMASh Series EC Fund.
Additional information about each funds investments is available in the funds annual and semi-annual reports to shareholders.
The annual reports contain financial statements that are incorporated herein by reference. The Prospectus and, for existing shareholders of a fund, copies of the annual and semi-annual reports may be obtained free of charge by contacting
broker-dealers and other financial institutions that make shares of the funds available to their clients as part of managed account programs, by writing the Trust at 100 First Stamford Place, Attn: Shareholder Services 5th Floor,
Stamford, Connecticut 06902, or by calling
1-877-721-1926.
In addition, the Prospectus may be obtained free of charge by sending an
e-mail
request to
prospectus@leggmason.com or by visiting the funds website at http://www.leggmason.com/individualinvestors. Legg Mason Investor Services, LLC (LMIS or the distributor), a wholly-owned broker/dealer subsidiary of
Legg Mason, Inc. (Legg Mason), serves as the sole and exclusive distributor for each fund.
1
TABLE OF CONTENTS
THIS SAI IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF
PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
No person has been authorized to give any information or to make any
representations not contained in the Prospectus or this SAI in connection with the offerings made by the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by a fund or its
distributor. The Prospectus and this SAI do not constitute offerings by the funds or by the distributor in any jurisdiction in which such offerings may not lawfully be made.
2
INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
Each of the funds is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end
management investment company. SMASh Series M Fund is classified as a diversified fund and SMASh Series C Fund and SMASh Series EC Fund are classified as non-diversified funds under
the 1940 Act.
The Prospectus discusses each funds investment objective and strategies. The following discussion
supplements the description of each funds investment strategies in the Prospectus.
Investment Objectives
SMASh Series M Fund
The
fund seeks to maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
SMASh
Series C Fund
The fund seeks to maximize total return consisting of capital appreciation and income, consistent with
prudent investment management.
SMASh Series EC Fund
The fund seeks to maximize total return consisting of capital appreciation and income, consistent with prudent investment management.
Principal Investment Strategies and Certain Limitations
Following is a
summary of the principal investment strategies and certain investment limitations of each of the funds.
SMASh Series M Fund
Under normal circumstances, the fund expects to invest primarily in a combination of U.S. dollar denominated and
non-U.S.
dollar denominated investment grade (that is, rated in the Baa/BBB categories or above, or, if unrated, determined to be of comparable quality by the subadviser) debt obligations of U.S. and
non-U.S.
issuers (including emerging market issuers) and in derivatives and other instruments relating to such investments. The fund intends to invest a substantial portion of its assets in mortgage-related
securities, U.S. government securities and money market instruments. The fund also intends to invest in asset-backed and inflation-protected securities and to engage in dollar rolls on mortgage-related securities.
Although the fund may invest in securities of any maturity, the funds target dollar-weighted average effective duration, as
estimated by the funds subadviser, is expected to range between 6 months and 10 years. Effective duration seeks to measure the expected sensitivity of market price to changes in interest rates, taking into account the anticipated effects of
structural complexities (for example, some bonds can be prepaid by the issuer).
Instead of, and/or in addition to,
investing directly in particular securities, the fund may use instruments such as derivatives, including options, interest rate swaps, credit default swaps and options on credit default swaps, and futures contracts, and synthetic instruments that
are intended to provide economic exposure to the securities or the issuers or to be used as a hedging technique. The fund may use one or more types of these instruments without limit. For additional information regarding derivatives, see More
on the funds investment strategies, investments and risksDerivatives in the funds Prospectus.
3
The fund may also engage in a variety of transactions using derivatives in order to change
the investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes.
The fund
may borrow money to increase portfolio holdings, to the extent consistent with the funds fundamental investment restrictions.
The fund is classified as diversified.
SMASh Series C Fund
The fund invests in a portfolio of debt obligations of various maturities. Under normal market conditions, the fund expects to invest
primarily in corporate obligations and in derivatives and other instruments relating to such investments. The fund currently limits its investments to U.S. dollar denominated investment grade (that is, rated in the Baa/BBB categories or above or, if
unrated, determined to be of comparable quality by the subadviser) debt obligations. The fund may at times invest in the securities of issuers located in only one country or in a relatively small number of countries, including in any emerging market
country or countries. Currently the fund does not contemplate investing 25% or more of its assets in a single country or a small number of countries, except in the United States. The subadviser may invest a significant portion of the funds
assets in various industry sectors, to the extent consistent with the funds fundamental investment restrictions.
In
purchasing debt obligations for the fund, the subadviser may take full advantage of the entire range of maturities and durations, and may adjust the average maturity or duration of the funds investments from time to time.
Instead of, and/or in addition to, investing directly in particular securities, the fund may use instruments such as derivatives,
including options, interest rate swaps, credit default swaps and options on credit default swaps, and futures contracts, and synthetic instruments that are intended to provide economic exposure to the securities or the issuers or to be used as a
hedging technique. The fund may use one or more types of these instruments without limit. For additional information regarding derivatives, see More on the funds investment strategies, investments and risksDerivatives in the
funds Prospectus.
The fund may also engage in a variety of transactions using derivatives in order to change the
investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes.
The fund may
borrow money to increase portfolio holdings, to the extent consistent with the funds fundamental investment restrictions.
The fund is classified as non-diversified, which means it may invest a larger percentage of its assets in a smaller number of
issuers than a diversified fund.
SMASh Series EC Fund
The fund has a flexible investment strategy and invests in a variety of securities and instruments and uses a variety of investment techniques in pursuing its objective. Under normal market conditions,
the fund expects to invest primarily in any combination of U.S. dollar denominated and
non-U.S.
dollar denominated debt obligations (including loans and loan participations) of both U.S. and
non-U.S.
issuers (including emerging market issuers) and in derivatives and other instruments relating to such investments. The fund may at times invest in the securities of issuers located in only one country or in
a relatively small number of countries, including in any emerging market country or countries. Currently the fund does not contemplate investing 25% or more of its assets in a single country or a small number of countries, except in the United
States or Mexico. The subadviser may invest a significant portion of the funds assets in various industry sectors, to the extent consistent with the funds fundamental investment restrictions.
4
In purchasing debt obligations for the fund, the subadviser may take full advantage of the
entire range of maturities and durations, and may adjust the average maturity or duration of the funds investments from time to time.
The fund may invest without limit in both investment grade (that is, rated in the Baa/BBB categories or above, or, if unrated, determined to be of comparable quality by the subadviser) and below
investment grade securities rated in the C category or above or unrated securities determined to be of comparable quality by the subadviser. Below investment grade debt obligations are sometimes referred to as junk bonds or high
yield securities. The fund may invest without limit in loans, loan participations and fixed income securities that pay interest at rates that float or reset periodically at a margin above a generally recognized base lending rate such as the
Prime Rate, the London Inter-Bank Offered Rate or another generally recognized base lending rate. The fund may also invest in structured notes, including total return swaps and credit-linked notes. The values of structured notes are linked to
reference instruments, including currencies, other securities, interest rates, commodities, indices or other financial indicators, and a structured notes interest rate or principal amount payable at maturity may vary based on changes in one or
more reference instruments.
Instead of, and/or in addition to, investing directly in particular securities, the fund may
use instruments such as derivatives, including options, interest rate swaps, credit default swaps and options on credit default swaps, foreign currency futures, forwards and options, and futures contracts, and synthetic instruments that are intended
to provide economic exposure to the securities or the issuers or to be used as a hedging technique. The fund may use one or more types of these instruments without limit. For additional information regarding derivatives, see More on the
funds investment strategies, investments and risksDerivatives in the funds Prospectus.
The fund
may also engage in a variety of transactions using derivatives in order to change the investment characteristics of its portfolio (such as shortening or lengthening duration) and for other purposes.
The fund may borrow money to increase portfolio holdings, to the extent consistent with the funds fundamental investment
restrictions.
The fund is classified as non-diversified, which means it may invest a larger percentage of its
assets in a smaller number of issuers than a diversified fund.
Special Risks Associated with Investment in Mexico
Mexicos economy depends on exports. The Mexican government continues to face many economic challenges, including improving the
public education system, upgrading infrastructure, modernizing labor laws and fostering private investment in the energy sector.
The Mexican government has exercised, and continues to exercise, a significant influence over many aspects of the private sector in Mexico. Mexican government actions concerning the economy could have a
significant effect on market conditions and prices and yields of Mexican government securities. High international interest rates could increase Mexicos expenditures, low oil prices could decrease the Mexican governments revenues, and
recession or low growth in Mexicos main trading partners could lead to fewer exports. A combination of these factors could negatively affect the value of a funds portfolio investments.
Instability or volatility in the international financial markets could lead to volatility in the Mexican market, making it more
complicated for the Mexican government to achieve its macroeconomic goals. This could also lead to declines in foreign investment inflows and portfolio investment in particular.
Adverse factors, such as inflation, high interest rates, exchange rate volatility and political uncertainty could lead to lower growth in
Mexico, declines in foreign direct and portfolio investment and potentially lower international reserves. Accordingly, the value of a funds portfolio investments may be affected by such changes.
5
Other risks of investing in Mexico may include:
|
|
|
Changes in political parties or other Mexican political events may affect the economy and cause instability.
|
|
|
|
Mexico has historically experienced acts of terrorism, significant criminal activity and strained international relations related to border disputes,
historical animosities and defense concerns.
|
|
|
|
Mexico is a major drug-producing nation and is a primary transshipment country for U.S.-bound cocaine from South America. The recent surge in criminal
activity and violence along the U.S.-Mexico border may adversely affect the Mexican economy.
|
|
|
|
The Mexican economy may be significantly affected by the economic, financial and political events of Central and South American countries and other
trading partners.
|
SUPPLEMENTAL INFORMATION REGARDING INVESTMENT PRACTICES
AND RISK FACTORS
Each funds principal investment strategies are summarized above. The following provides additional
information about these principal strategies and describes other investment strategies and practices that may be used by a fund. To the extent permitted by law and a funds investment policies, a fund may engage in the practices described
below.
Debt and Fixed Income Securities
A fund may invest in a variety of debt and fixed income securities. These securities share three principal risks: First, the level of interest income generated by a funds fixed income investments
may decline due to a decrease in market interest rates. Thus, when fixed income securities mature or are sold, they may be replaced by lower-yielding investments. Second, their values fluctuate with changes in interest rates. Thus, a decrease in
interest rates will generally result in an increase in the value of a funds fixed income investments. Conversely, during periods of rising interest rates, the value of a funds fixed income investments will generally decline. However, a
change in interest rates will not have the same impact on all fixed rate securities. For example, the magnitude of these fluctuations will generally be greater when a funds duration or average maturity is longer. In addition, certain fixed
income securities are subject to credit risk, which is the risk that an issuer of securities will be unable to pay principal and interest when due, or that the value of the security will suffer because investors believe the issuer is unable to pay.
Common types of these instruments, and their associated risks, are discussed below.
Asset-Backed and Mortgage-Related Securities
Asset-Backed Securities
. An asset-backed security represents an interest in a pool of assets such as receivables
from credit card loans, automobile loans and other trade receivables. Changes in the markets perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, will all affect the value of an asset-backed security, as will the exhaustion of any credit enhancement. The risks of investing in asset-backed securities ultimately depend upon the payment of
the consumer loans by the individual borrowers. In its capacity as purchaser of an asset-backed security, a fund would generally have no recourse to the entity that originated the loans in the event of default by the borrower. Additionally, in the
same manner as described below under Mortgage-Related Securities with respect to prepayment of a pool of mortgage loans underlying mortgage-related securities, the loans underlying asset-backed securities are subject to prepayments,
which may shorten the weighted average life of such securities and may lower their return.
A fund may purchase commercial
paper, including asset-backed commercial paper (ABCP) that is issued by structured investment vehicles or other conduits. These conduits may be sponsored by mortgage companies, investment banking firms, finance companies, hedge funds,
private equity firms and special purpose finance entities. ABCP typically refers to a debt security with an original term to maturity of up to 270 days, the payment of which is supported by cash flows from underlying assets, or one or more liquidity
or credit support providers,
6
or both. Assets backing ABCP, which may be included in revolving pools of assets with large numbers of obligors, include credit card, car loan and other consumer receivables and home or
commercial mortgages, including subprime mortgages. The repayment of ABCP issued by a conduit depends primarily on the cash collections received from the conduits underlying asset portfolio and the conduits ability to issue new ABCP.
Therefore, there could be losses to a fund investing in ABCP in the event of credit or market value deterioration in the conduits underlying portfolio, mismatches in the timing of the cash flows of the underlying asset interests and the
repayment obligations of maturing ABCP, or the conduits inability to issue new ABCP. To protect investors from these risks, ABCP programs may be structured with various protections, such as credit enhancement, liquidity support, and commercial
paper stop-issuance and wind-down triggers. However there can be no guarantee that these protections will be sufficient to prevent losses to investors in ABCP.
Some ABCP programs provide for an extension of the maturity date of the ABCP if, on the related maturity date, the conduit is unable to access sufficient liquidity through the issue of additional ABCP.
This may delay the sale of the underlying collateral and a fund may incur a loss if the value of the collateral deteriorates during the extension period. Alternatively, if collateral for ABCP commercial paper deteriorates in value, the collateral
may be required to be sold at inopportune times or at prices insufficient to repay the principal and interest on the ABCP. ABCP programs may provide for the issuance of subordinated notes as an additional form of credit enhancement. The subordinated
notes are typically of a lower credit quality and have a higher risk of default. A fund purchasing these subordinated notes will therefore have a higher likelihood of loss than investors in the senior notes.
Asset-backed securities are relatively new and untested instruments and may be subject to greater risk of default during periods of
economic downturn than other securities which could result in possible losses to a fund. In addition, the secondary market for asset-backed securities may not be as liquid as the market for other securities which may result in a fund experiencing
difficulty in valuing asset-backed securities.
Mortgage-Related Securities
. Mortgage-related securities may be
private, governmental or government-related, depending on the issuer or guarantor. Private mortgage-related securities may represent pass-through pools consisting of residential mortgage loans created by
non-governmental
issuers, such as commercial banks, savings and loan associations and private mortgage insurance companies. Private mortgage-related securities may also consist of mortgages secured by
different types of properties such as apartment buildings, shopping centers, hotels, office buildings and industrial complexes. Governmental mortgage-related securities are backed by the full faith and credit of the United States. The Government
National Mortgage Association (Ginnie Mae), the principal guarantor of such securities, is a wholly owned United States government corporation within the Department of Housing and Urban Development. Government-sponsored mortgage-related
securities are not backed by the full faith and credit of the United States government. Issuers of such securities include Fannie Mae (formally known as the Federal National Mortgage Association) and Freddie Mac (formally known as the Federal Home
Loan Mortgage Corporation). Fannie Mae is a government-sponsored corporation which is subject to general regulation by the Secretary of Housing and Urban Development. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment
of principal and interest by Fannie Mae. Freddie Mac is a stockholder-owned corporation chartered by Congress and subject to general regulation by the Department of Housing and Urban Development. Participation certificates representing interests in
mortgages from Freddie Macs national portfolio are guaranteed as to the timely payment of interest and ultimate collection of principal by Freddie Mac. The U.S. government has, however, provided financial support to Fannie Mae and Freddie Mac,
but there can be no assurances that it will support these or other government-sponsored entities in the future. Private, U.S. governmental or government-sponsored entities create mortgage loan pools offering pass-through investments in addition to
those described above. The mortgages underlying these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than previously
customary. As new types of mortgage-related securities are developed and offered to investors, a fund, consistent with its investment objective and policies, will consider making investments in such new types of securities.
Mortgage-related securities provide a monthly payment consisting of interest and principal payments. Additional payments may be made out
of unscheduled repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs that may be incurred. Prepayments of
7
principal on mortgage-related securities may tend to increase due to refinancing of mortgages as interest rates decline. Mortgage pools created by private organizations generally offer a higher
rate of interest than government and government-sponsored pools because no direct or indirect guarantees of payments are applicable with respect to the former pools. See Asset-Backed Securities and Mortgage-Backed Securities Issued by
Nongovernmental Entities below. Prompt payment of principal and interest on Ginnie Mae mortgage pass-through certificates is backed by the full faith and credit of the United States. Fannie Mae guaranteed mortgage pass-through certificates and
Freddie Mac participation certificates are solely the obligations of those entities but Fannie Mae obligations are supported by the discretionary authority of the United States government to purchase its obligations.
Collateralized mortgage obligations are a type of bond secured by an underlying pool of mortgages or mortgage pass-through certificates
that are structured to direct payments on underlying collateral to different series or classes of the obligations. To the extent that a fund purchases mortgage-related securities at a premium, mortgage foreclosures and prepayments of principal by
mortgagors (which may be made at any time without penalty) may result in some loss of the funds principal investment to the extent of the premium paid. A funds yield may be affected by reinvestment of prepayments at higher or lower rates
than the original investment. In addition, like other debt securities, the values of mortgage-related securities, including government and government-sponsored mortgage pools, generally will fluctuate in response to market interest rates. The
average maturity of pass-through pools of mortgage-related securities varies with the maturities of the underlying mortgage instruments. In addition, a pools stated maturity may be shortened by unscheduled payments on the underlying mortgages.
Factors affecting mortgage prepayments include the level of interest rates, general economic and social conditions, the location of the mortgaged property and age of the mortgage. Because prepayment rates of individual pools vary widely, it is not
possible to accurately predict the average life of a particular pool. Common practice is to assume that prepayments will result in an average life ranging from two to ten years for pools of fixed-rate
30-year
mortgages. Pools of mortgages with other maturities or different characteristics will have varying average life assumptions.
Structured Mortgage-Backed Securities
. A fund may invest in structured mortgage-backed securities. The interest rate or, in some
cases, the principal payable at the maturity of a structured mortgage-backed security may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators (reference prices). A
structured mortgage-backed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on a structured security is a multiple of the change in the reference price. Thus, structured
mortgage-backed securities may decline in value due to adverse market changes in reference prices. The structured mortgage-backed securities purchased by a fund may include interest only (IO) and principal only (PO)
securities, floating rate securities linked to the Cost of Funds Index (COFI floaters), other lagging rate floating rate securities, floating rate securities that are subject to a maximum interest rate (capped
floaters), leveraged floating rate securities (super floaters), leveraged inverse floating rate securities (inverse floaters), leveraged or super IOs and POs, inverse IOs, dual index floaters and range floaters.
Risks of Asset-Backed and Mortgage-Related Securities
. Payments of principal of and interest on mortgage-backed
securities and asset-backed securities are made more frequently than are payments on conventional debt securities. In addition, holders of mortgage-backed securities and of certain asset-backed securities (such as asset-backed securities backed by
home equity loans) may receive unscheduled payments of principal at any time representing prepayments on the underlying mortgage loans or financial assets. When the holder of the security attempts to reinvest prepayments or even the scheduled
payments of principal and interest, it may receive a rate of interest that is higher or lower than the rate on the mortgage-backed security or asset-backed security originally held. To the extent that mortgage-backed securities or asset-backed
securities are purchased by a fund at a premium, mortgage foreclosures and principal prepayments may result in a loss to the extent of the premium paid. If mortgage-backed securities or asset-backed securities are bought at a discount, however, both
scheduled payments of principal and unscheduled prepayments will increase current and total returns and will accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income.
Asset-backed securities may present certain risks not relevant to mortgage-backed securities. Assets underlying asset-backed securities
such as credit card receivables are generally unsecured, and debtors are entitled to the
8
protection of various state and federal consumer protection laws, some of which provide a right of
set-off
that may reduce the balance owed.
Many mortgage-backed and structured securities are considered to be derivative instruments. Different types of derivative securities are
subject to different combinations of prepayment, extension, interest rate and/or other market risks. Conventional mortgage pass-through securities and sequential pay collateralized mortgage obligations (CMOs) are subject to all of these
risks, but are typically not leveraged. Planned amortization classes (PACs), targeted amortization classes (TACs) and other senior classes of sequential and parallel pay CMOs involve less exposure to prepayment, extension and
interest rate risk than other mortgage-backed securities, provided that prepayment rates remain within expected prepayment ranges or collars.
The risk of early prepayments is the primary risk associated with mortgage IOs, super floaters and other leveraged floating rate mortgage-backed securities. The primary risks associated with COFI
floaters, other lagging rate floaters, capped floaters, inverse floaters, POs and leveraged inverse IOs are the potential extension of average life and/or depreciation due to rising interest rates. The residual classes of CMOs are
subject to both prepayment and extension risk.
Other types of floating rate derivative debt securities present more complex
types of interest rate risks. For example, range floaters are subject to the risk that the coupon will be reduced to below market rates if a designated interest rate floats outside of a specified interest rate band or collar. Dual index or yield
curve floaters are subject to depreciation in the event of an unfavorable change in the spread between two designated interest rates.
In addition to the interest rate, prepayment and extension risks described above, the risks associated with transactions in these securities may include: (1) leverage and volatility risk and
(2) liquidity and valuation risk.
Asset-Backed Securities and Mortgage-Backed Securities Issued by Nongovernmental
Entities
. Certain of the mortgage-backed securities, as well as certain of the asset-backed securities, in which a fund may invest will be issued by private issuers, and therefore may have exposure to subprime loans as well as to the mortgage
and credit markets generally. Such mortgage-backed securities and asset-backed securities may take a form similar to the pass-through mortgage-backed securities issued by agencies or instrumentalities of the United States, or may be structured in a
manner similar to the other types of mortgage-backed securities or asset-backed securities described below. Private issuers include originators of or investors in mortgage loans and receivables such as savings and loan associations, savings banks,
commercial banks, investment banks, finance companies and special purpose finance subsidiaries of these types of institutions.
Unlike mortgage-backed securities issued or guaranteed by the U.S. government or certain government-sponsored entities, mortgage-backed
securities issued by private issuers do not have a government or government-sponsored entity guarantee, but may have credit enhancement provided by external entities such as banks or financial institutions or achieved through the structuring of the
transaction itself.
In addition, mortgage-backed securities that are issued by private issuers are not subject to the
underwriting requirements for the underlying mortgages that are applicable to those mortgage-backed securities that have a government or government-sponsored entity guarantee. As a result, the mortgage loans underlying private mortgage-backed
securities may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or government-sponsored mortgage-backed securities and have wider variances in a number of terms including interest
rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages, high
loan-to-value
mortgages and manufactured
housing loans. The coupon rates and maturities of the underlying mortgage loans in a private-label mortgage-backed securities pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime
mortgage loans. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher
default rates than those loans that meet government underwriting requirements.
9
The risk of
non-payment
is greater for
mortgage-backed securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high
unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages.
If a fund purchases subordinated mortgage-backed securities, the subordinated mortgage-backed securities may serve as a credit support
for the senior securities purchased by other investors. In addition, the payments of principal and interest on these subordinated securities generally will be made only after payments are made to the holders of securities senior to the funds
securities. Therefore, if there are defaults on the underlying mortgage loans, a fund will be less likely to receive payments of principal and interest, and will be more likely to suffer a loss. Privately issued mortgage-backed securities are not
traded on an exchange and there may be a limited market for the securities, especially when there is a perceived weakness in the mortgage and real estate market sectors. Without an active trading market, mortgage-backed securities held in a
funds portfolio may be particularly difficult to value because of the complexities involved in assessing the value of the underlying mortgage loans.
Credit Enhancements
. Credit enhancements for certain mortgage-backed securities and asset-backed securities issued by nongovernmental entities typically are provided by external entities such as
banks or financial institutions or by the structure of a transaction itself. Credit enhancements provided for certain mortgage-backed securities and asset-backed securities issued by
non-governmental
entities
typically take one of two forms: (a) liquidity protection or (b) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of
the assets in the pool. This protection may be provided through guarantees, insurance policies or letters of credit obtained by the issuer or sponsor from third parties, through various means of structuring the transaction or through a combination
of these approaches. The degree of credit support provided for each issue is generally based on historical information with respect to the level of credit risk associated with the underlying assets. Delinquencies or losses in excess of those
anticipated could adversely affect the return on an investment in a security. A fund will not pay any additional fees for credit support, although the existence of credit support may increase the price of a security or decrease the yield or amount
distributable on the security.
Examples of such credit support arising out of the structure of the transaction include
senior-subordinated securities (multiple class securities with one or more classes being senior to other subordinated classes as to the payment of principal and interest, with the result that defaults on the underlying assets are borne
first by the holders of the subordinated class), creation of reserve funds (in which case cash or investments, sometimes funded from a portion of the payments on the underlying assets, are held in reserve against future losses) and
overcollateralization (in which case the scheduled payments on, or the principal amount of, the underlying assets exceeds that required to make payment of the securities and pay any servicing or other fees). A fund may purchase
subordinated securities that, as noted above, may serve as a form of credit support for senior securities purchased by other investors.
Bank Obligations
A fund
may invest in all types of bank obligations, including certificates of deposit (CDs) and bankers acceptances. U.S. commercial banks organized under federal law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to be insured by the Federal Deposit Insurance Corporation (the FDIC). U.S. banks organized under state law are supervised and examined by state banking authorities, but are
members of the Federal Reserve System only if they elect to join. Most state banks are insured by the FDIC (although such insurance may not be of material benefit to a fund, depending upon the principal amount of CDs of each held by the fund) and
are subject to federal examination and to a substantial body of federal law and regulation. As a result of federal and state laws and regulations, U.S.
10
branches of U.S. banks are, among other things, generally required to maintain specified levels of reserves, and are subject to other supervision and regulation designed to promote financial
soundness.
Obligations of foreign branches of U.S. banks, such as CDs and time deposits, may be general obligations of the
parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and governmental regulation. Such obligations are subject to different risks than are those of U.S. banks or U.S. branches of foreign banks. These
risks include foreign economic and political developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations, foreign exchange controls and foreign withholding and other taxes on
interest income. Foreign branches of U.S. banks and foreign branches of foreign banks are not necessarily subject to the same or similar regulatory requirements that apply to U.S. banks, such as mandatory reserve requirements, loan limitations and
accounting, auditing and financial recordkeeping requirements. In addition, less information may be publicly available about a foreign branch of a U.S. bank or about a foreign bank than about a U.S. bank.
Obligations of U.S. branches of foreign banks may be general obligations of the parent bank, in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state regulation as well as governmental action in the country in which the foreign bank has its head office. A U.S. branch of a foreign bank with assets in excess of $1 billion may or
may not be subject to reserve requirements imposed by the Federal Reserve System or by the state in which the branch is located if the branch is licensed in that state. In addition, branches licensed by the Comptroller of the Currency and branches
licensed by certain states (State Branches) may or may not be required to: (a) pledge to the regulator, by depositing assets with a designated bank within the state; and (b) maintain assets within the state in an amount equal
to a specified percentage of the aggregate amount of liabilities of the foreign bank payable at or through all of its agencies or branches within the state. The deposits of State Branches may not necessarily be insured by the FDIC. In addition,
there may be less publicly available information about a U.S. branch of a foreign bank than about a U.S. bank.
Collateralized Debt
Obligations
Collateralized debt obligations (CDOs) include collateralized bond obligations (CBOs),
collateralized loan obligations (CLOs) and other similarly structured securities. CDOs are types of asset-backed securities. A CBO is a trust or other special purpose entity (SPE) which is typically backed by a diversified
pool of fixed income securities (which may include high risk, below investment grade securities). A CLO is a trust or other SPE that is typically collateralized by a pool of loans, which may include, among others, domestic and
non-U.S.
senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Although certain CDOs may receive credit
enhancement in the form of a senior-subordinate structure, over-collateralization or bond insurance, such enhancement may not always be present, and may fail to protect a fund against the risk of loss on default of the collateral. Certain CDOs may
use derivatives contracts to create synthetic exposure to assets rather than holding such assets directly. CDOs may charge management fees and administrative expenses, which are in addition to those of a fund.
For both CBOs and CLOs, the cashflows from the SPE are split into two or more portions, called tranches, varying in risk and yield. The
riskiest portion is the equity tranche, which bears the first loss from defaults from the bonds or loans in the SPE and serves to protect the other, more senior tranches from default (though such protection is not complete). Since it is
partially protected from defaults, a senior tranche from a CBO or CLO typically has higher ratings and lower yields than its underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO or CLO
tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of subordinate tranches, market anticipation of defaults, as well as investor aversion to CBO or CLO
securities as a class. Interest on certain tranches of a CDO may be paid in kind (paid in the form of obligations of the same type rather than cash), which involves continued exposure to default risk with respect to such payments.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a fund
invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and
11
thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by a fund as illiquid securities. However, an active dealer market may exist for CDOs,
allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the funds Prospectus (e.g., interest rate risk and credit risk), CDOs carry
additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default;
(iii) a fund may invest in tranches of CDOs that are subordinate to other tranches; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected
investment results; and (v) the CDOs manager may perform poorly.
Convertible Securities and Synthetic Convertible Securities
Convertible securities are fixed income securities that may be converted at either a stated price or stated rate into
underlying shares of common stock. Convertible securities have general characteristics similar to both fixed income and equity securities. Although to a lesser extent than with fixed income securities generally, the market value of convertible
securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations in the
market value of the underlying common stocks and, therefore, also will react to variations in the general market for equity securities. A significant feature of convertible securities is that as the market price of the underlying common stock
declines, convertible securities tend to trade increasingly on a yield basis, and so they may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the
prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in
common stock of the same issuer.
As fixed income securities, convertible securities are investments which provide for a
stable stream of income with generally higher yields than common stocks. Of course, like all fixed income securities, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations.
Convertible securities, however, generally offer lower interest or dividend yields than
non-convertible
securities of similar quality because of the potential for capital appreciation. A convertible security,
in addition to providing fixed income, offers the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. However, there can be no
assurance of capital appreciation because securities prices fluctuate.
Convertible securities generally are subordinated to
other similar but
non-convertible
securities of the same issuer, although convertible bonds, as corporate debt obligations, enjoy seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock of the same issuer. Because of the subordination feature, however, convertible securities typically have lower ratings than similar
non-convertible
securities.
Unlike a convertible security which is a single security, a synthetic convertible security is comprised of two distinct
securities that together resemble convertible securities in certain respects. Synthetic convertible securities are created by combining
non-convertible
bonds or preferred shares with common stocks, warrants or
stock call options. The options that will form elements of synthetic convertible securities will be listed on a securities exchange or on NASDAQ. The two components of a synthetic convertible security, which will be issued with respect to the same
entity, generally are not offered as a unit, and may be purchased and sold by a fund at different times. Synthetic convertible securities differ from convertible securities in certain respects, including that each component of a synthetic
convertible security has a separate market value and responds differently to market fluctuations. Investing in synthetic convertible securities involves the risk normally involved in holding the securities comprising the synthetic convertible
security.
Loans
Loans are negotiated and underwritten by a bank or syndicate of banks and other institutional investors. A fund may acquire an interest in loans through the primary market by acting as one of a group of
lenders of a loan.
12
The primary risk in an investment in loans is that the borrower may be unable to meet its interest and/or principal payment obligations. The occurrence of such a default with regard to a loan in
which a fund had invested would have an adverse effect on the funds net asset value. In addition, a sudden and significant increase in market interest rates may cause a decline in the value of these investments and in the funds net asset
value. Other factors, such as rating downgrades, credit deterioration, or large downward movement in stock prices, a disparity in supply and demand of certain securities or market conditions that reduce liquidity could reduce the value of loans,
impairing the funds net asset value. Loans in which a fund may invest may be collateralized or uncollateralized and senior or subordinate. Investments in uncollateralized and/or subordinate loans entail a greater risk of nonpayment than do
investments in loans which hold a more senior position in the borrowers capital structure or that are secured with collateral.
In the case of collateralized senior loans, however, there is no assurance that sale of the collateral would raise enough cash to satisfy the borrowers payment obligation or that the collateral can
or will be liquidated. As a result, a fund might not receive payments to which it is entitled and thereby may experience a decline in the value of its investment and its net asset value. In the event of bankruptcy, liquidation may not occur and the
court may not give lenders the full benefit of their senior positions. If the terms of a senior loan do not require the borrower to pledge additional collateral, a fund will be exposed to the risk that the value of the collateral will not at all
times equal or exceed the amount of the borrowers obligations under the senior loans. To the extent that a senior loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of
bankruptcy of the borrower.
A fund may also acquire an interest in loans by purchasing participations
(Participations) in and/or assignments (Assignments) of portions of loans from third parties. By purchasing a Participation, a fund acquires some or all of the interest of a bank or other lending institution in a loan to a
borrower. Participations typically will result in a fund having a contractual relationship only with the lender and not the borrower. A fund will have the right to receive payments of principal, interest and any fees to which it is entitled only
from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing Participations, a fund generally will have no right to enforce compliance by the borrower with the terms
of the loan agreement relating to the loan, nor any rights of
set-off
against the borrower, and the fund may not directly benefit from any collateral supporting the loan in which it has purchased the
Participation. As a result, the fund will assume the credit risk of both the borrower and the lender that is selling the Participation.
When a fund purchases Assignments from lenders, the fund will acquire direct rights against the borrower on the loan. However, since Assignments are arranged through private negotiations between potential
assignees and assignors, the rights and obligations acquired by the fund as the purchaser of an Assignment may differ from, and be more limited than, those held by the lender from which the fund is purchasing the Assignments.
Certain of the Participations or Assignments acquired by a fund may involve unfunded commitments of the lenders or revolving credit
facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the fund would have an obligation to advance its portion of such additional borrowings upon the terms specified
in the loan documentation.
A fund may acquire loans of borrowers that are experiencing, or are more likely to experience,
financial difficulty, including loans of borrowers that have filed for bankruptcy protection. Although loans in which a fund will invest generally will be secured by specific collateral, there can be no assurance that liquidation of such collateral
would satisfy the borrowers obligation in the event of nonpayment of scheduled interest or principal, or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, a fund could experience delays or limitations
with respect to its ability to realize the benefits of the collateral securing a senior loan.
In addition, a fund may have
difficulty disposing of its investments in loans. The liquidity of such securities is limited and each fund anticipates that such securities could be sold only to a limited number of institutional investors. The lack of a liquid secondary market
could have an adverse impact on the value of such securities and on a funds ability to dispose of particular loans or Assignments or Participations when necessary to meet a funds
13
liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the borrower. The lack of a liquid secondary market for loans also may make it more
difficult for a fund to assign a value to those securities for purposes of valuing the funds investments and calculating its net asset value.
Deferred Interest Bonds
Deferred interest bonds are debt obligations that
generally provide for a period of delay before the regular payment of interest begins and that are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound
over the period until the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. Although this period of delay is different for each deferred interest bond, a typical period is
approximately
one-third
of the bonds term to maturity. Such investments benefit the issuer by mitigating its initial need for cash to meet debt service, but some also provide a higher rate of return to
attract investors who are willing to defer receipt of such cash.
Distressed Debt Securities
Distressed debt securities are debt securities that are purchased in the secondary market and are the subject of bankruptcy proceedings or
otherwise in default as to the repayment of principal and/or interest at the time of acquisition by a fund or are rated in the lower rating categories (Ca or lower by Moodys and CC or lower by S&P) or which, if unrated, are in the judgment
of the subadviser of equivalent quality. Investment in distressed debt securities is speculative and involves significant risk. The risks associated with high yield securities are heightened by investing in distressed debt securities.
A fund will generally make such investments only when the subadviser believes it is reasonably likely that the issuer of the distressed
debt securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the fund will receive new securities (
e.g.
, equity securities). However, there can be no assurance that such an exchange offer
will be made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time at which a fund makes its investment in distressed debt securities and the time that any such exchange offer or
plan of reorganization is completed. During this period, it is unlikely that the fund will receive any interest payments on the distressed debt securities, the fund will be subject to significant uncertainty as to whether or not the exchange offer
or plan will be completed, and the fund may be required to bear certain extraordinary expenses to protect or recover its investment. Even if an exchange offer is made or plan of reorganization is adopted with respect to the distressed debt
securities held by a fund, there can be no assurance that the securities or other assets received by a fund in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been
anticipated when the investment was made. Moreover, any securities received by a fund upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of a funds participation in negotiations with
respect to any exchange offer or plan of reorganization with respect to an issuer of distressed debt securities, the fund may be restricted from disposing of such securities.
Inflation-Protected Securities
Inflation-protected securities are fixed
income securities that are structured to provide protection against inflation and whose principal value or coupon (interest payment) is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal
value or coupon of inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Also, if the principal value of these
securities is adjusted according to the rate of inflation, the adjusted principal value repaid at maturity may be less than the original principal.
The value of inflation-protected securities is expected to change in response to the changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest
rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates would decline, leading to an increase in value of the inflation-protected securities. In contrast, if nominal
interest rates
14
increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-protected securities. There can be no assurance, however, that the value of
inflation-protected securities will be directly correlated to the changes in interest rates. If interest rates rise due to reasons other than inflation, investors in these securities may not be protected to the extent that the increase is not
reflected in the securitys inflation measure.
If a fund purchases in the secondary market inflation-protected
securities whose principal values have been adjusted upward due to inflation since issuance, the fund may experience a loss if there is a subsequent period of deflation. Additionally, if a fund purchases in the secondary market inflation-protected
securities whose price has been adjusted upward due to real interest rates decreasing, the fund may experience a loss if real interest rates subsequently increase. If inflation is lower than expected during the period a fund holds an
inflation-protected security, the fund may earn less on the security than on a conventional bond.
In addition, any increase
in principal value caused by an increase in the index the inflation-protected securities are tied to is taxable in the year the increase occurs, even though the fund will not receive cash representing the increase at that time. As a result, a fund
could be required at times to liquidate other investments, including when it is not advantageous to do so, in order to satisfy its distribution requirements as a regulated investment company under the Internal Revenue Code of 1986, as amended (the
Code), potentially resulting in additional taxable gain or loss to the fund.
If real interest rates rise
(
i.e.
, if interest rates rise for reasons other than inflation (for example, due to changes in currency exchange rates)), the value of the inflation-protected securities in a funds portfolio will decline. Moreover, because the principal
amount of inflation-protected securities would be adjusted downward during a period of deflation, the fund will be subject to deflation risk with respect to its investments in these securities. Inflation-protected securities are tied to indices that
are calculated based on the rates of inflation for prior periods. There can be no assurance that such indices will accurately measure the real rate of inflation.
The market for inflation-protected securities may be less developed or liquid, and more volatile, than certain other securities markets. There is a limited number of inflation-protected securities
currently available for a fund to purchase, making the market less liquid and more volatile than the U.S. Treasury and agency markets.
U.S. TIPS
U.S. TIPS are
inflation-protected securities issued by the U.S. Department of Treasury, the principal amounts of which are adjusted daily based upon changes in the rate of inflation (currently represented by the
non-seasonally
adjusted Consumer Price Index for All Urban Consumers (CPI), calculated with a three-month lag). U.S. TIPS pay interest on a semi-annual basis, equal to a fixed percentage of the
inflation-adjusted principal amount. The interest rate on these bonds is fixed at issuance, but over the life of the bond, this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. The CPI
calculated by the U.S. Department of Treasury for the first day of each calendar month is the CPI for the third preceding calendar month. For example, the CPI used for April 1 in any year is the CPI for January of that year, which is reported
in February. The factor used to calculate the principal amount of a U.S. TIPS each day is determined by a linear interpolation between the CPI for the first day of the month and the CPI on the first day of the next month.
The U.S. Treasury currently issues U.S. TIPS in
five-,
ten-
and
30-year
maturities. Because the principal amount of U.S. TIPS would be adjusted downward during a period of deflation, a fund is subject to deflation risk with
respect to its investments in these securities. In addition, the current market value of the bonds is not guaranteed and will fluctuate. If a fund purchases in the secondary market U.S. TIPS whose principal values have been adjusted upward due to
inflation since issuance, the fund may experience a loss if there is a subsequent period of deflation. If inflation is lower than expected during the period a fund holds a U.S. TIPS, the fund may earn less on the security than on a conventional
bond.
High Yield Securities
High yield securities are medium or lower rated securities and unrated securities of comparable quality, sometimes referred to as junk bonds. Generally, such securities offer a higher current
yield than is offered by
15
higher rated securities, but also are predominantly speculative with respect to the issuers capacity to pay interest and repay principal in accordance with the terms of the obligations. The
market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher quality bonds. In addition, medium and lower rated securities and comparable unrated
securities generally present a higher degree of credit risk. The risk of loss because of default by these issuers is significantly greater because medium and lower rated securities generally are unsecured and frequently subordinated to the prior
payment of senior indebtedness. In addition, the market value of securities in lower rated categories is more volatile than that of higher quality securities, and the markets in which medium and lower rated securities are traded are more limited
than those in which higher rated securities are traded. The existence of limited markets may make it more difficult for a fund to obtain accurate market quotations for purposes of valuing its securities and calculating its net asset value. Moreover,
the lack of a liquid trading market may restrict the availability of securities for a fund to purchase and may also have the effect of limiting the ability of a fund to sell securities at their fair value either to meet redemption requests or to
respond to changes in the economy or the financial markets.
Lower rated debt obligations also present risks based on payment
expectations. If an issuer calls the obligation for redemption, a fund may have to replace the security with a lower yielding security, resulting in a decreased return for investors. Also, the principal value of bonds moves inversely with movements
in interest rates; in the event of rising interest rates, the value of the securities held by the fund may decline more than a portfolio consisting of higher rated securities. If a fund experiences unexpected net redemptions, it may be forced to
sell its higher rated bonds, resulting in a decline in the overall credit quality of the securities held by the fund and increasing the exposure of the fund to the risks of lower rated securities. Investments in zero coupon bonds may be more
speculative and subject to greater fluctuations in value because of changes in interest rates than bonds that pay interest currently.
Subsequent to its purchase by a fund, an issue of securities may cease to be rated or its rating may be reduced below the minimum required for purchase by the fund. Neither event will require sale of
these securities by the fund, but the subadviser will consider the event in determining whether the fund should continue to hold the security.
Stripped Securities
Stripped securities may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in,
government securities or mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped securities have greater volatility than other types of
securities. Although mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped
securities may be illiquid.
Stripped securities are structured with two or more classes of securities that receive different
proportions of the interest and principal distributions on a pool of assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the principal. In the most extreme case, one class will receive
all of the interest (IO or interest-only class), while the other class will receive all of the principal (PO or principal-only class). The yield to maturity on IOs, POs and other mortgage-backed securities that are purchased
at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of
principal payments may have a material adverse effect on such securities yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to fully recoup its initial investment
in these securities even if the securities have received the highest rating by a nationally recognized statistical rating organization (NRSRO).
Structured Notes and Related Instruments
Structured notes and
other related instruments are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest
16
rate (an embedded index), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets, such as indexes
reflecting bonds. Structured instruments may be issued by corporations, including banks, as well as by governmental agencies and frequently are assembled in the form of medium-term notes, but a variety of forms is available and may be used in
particular circumstances. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below zero) to reflect changes in the embedded index while
the instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including the volatility of the embedded index and the effect of
changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index(es) or other asset(s).
Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Investment in indexed securities and structured notes involves certain risks, including the credit risk of the issuer and the
normal risks of price changes in response to changes in interest rates. Further, in the case of certain indexed securities or structured notes, a decline in the reference instrument may cause the interest rate to be reduced to zero, and any further
declines in the reference instrument may then reduce the principal amount payable on maturity. Finally, these securities may be less liquid than other types of securities, and may be more volatile than their underlying reference instruments.
U.S. Government Obligations
U.S. government securities include (1) U.S. Treasury bills (maturity of one year or less), U.S. Treasury notes (maturity of one to ten years) and U.S. Treasury bonds (maturities generally
greater than ten years) and (2) obligations issued or guaranteed by U.S. government agencies or instrumentalities which are supported by any of the following: (a) the full faith and credit of the U.S. government (such as Ginnie Mae
certificates); (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. government (such as obligations of the Federal Home Loan Banks); (c) the discretionary authority of the U.S. government to
purchase certain obligations of agencies or instrumentalities (such as securities issued by Fannie Mae); or (d) only the credit of the instrumentality (such as securities issued by Freddie Mac). U.S. government securities include issues by
non-governmental
entities (like financial institutions) that carry direct guarantees from U.S. government agencies as part of government initiatives in response to the market crisis or otherwise. In the case of
obligations not backed by the full faith and credit of the United States, a fund must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the
United States itself in the event the agency or instrumentality does not meet its commitments. Neither the U.S. government nor any of its agencies or instrumentalities guarantees the market value of the securities it issues. Therefore, the market
value of such securities will fluctuate in response to changes in interest rates.
Variable and Floating Rate Securities
Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The terms of such
obligations provide that interest rates are adjusted periodically based upon an interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily up to annually, or may be
event-based, such as based on a change in the prime rate.
A fund may invest in floating rate debt instruments
(floaters) and engage in credit spread trades. The interest rate on a floater is a variable rate which is tied to another interest rate, such as a corporate bond index or Treasury bill rate. The interest rate on a floater resets
periodically, typically every six months. While, because of the interest rate reset feature, floaters may provide a fund with a certain degree of protection against rising interest rates, the fund will participate in any declines in interest rates
as well. A credit spread trade is an investment position relating to a difference in the prices or interest rates of two bonds or other securities or currencies, where the value of the investment position is determined by movements in the difference
between the prices or interest rates, as the case may be, of the respective securities or currencies.
A fund may also invest
in inverse floating rate debt instruments (inverse floaters). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is
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indexed. An inverse floating rate security may exhibit greater price volatility than a fixed rate obligation of similar credit quality.
A floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the
change in the index rate of interest. The higher degree of leverage inherent in some floaters is associated with greater volatility in their market values.
Such instruments may include variable amount master demand notes that permit the indebtedness thereunder to vary in addition to providing for periodic adjustments in the interest rate. The absence of an
active secondary market with respect to particular variable and floating rate instruments could make it difficult for a fund to dispose of a variable or floating rate note if the issuer defaulted on its payment obligation or during periods that a
fund is not entitled to exercise its demand rights, and the fund could, for these or other reasons, suffer a loss with respect to such instruments. In determining average-weighted portfolio maturity, an instrument will be deemed to have a maturity
equal to either the period remaining until the next interest rate adjustment or the time the fund involved can recover payment of principal as specified in the instrument, depending on the type of instrument involved.
Zero Coupon and
Pay-In-Kind
Securities
A zero coupon bond is a security that makes no fixed interest payments but instead is issued at a discount from its face value. The bond
is redeemed at its face value on the specified maturity date. Zero coupon bonds may be issued as such, or they may be created by a broker who strips the coupons from a bond and separately sells the rights to receive principal and interest. The
prices of zero coupon bonds tend to fluctuate more in response to changes in market interest rates than do the prices of interest-paying debt securities with similar maturities. A fund generally accrues income on zero coupon bonds prior to the
receipt of cash payments. Since a fund must distribute substantially all of its income to shareholders to qualify as a regulated investment company under federal income tax law, to the extent that a fund invests in zero coupon bonds, it may have to
dispose of other securities, including at times when it may be disadvantageous to do so, to generate the cash necessary for the distribution of income attributable to its zero coupon bonds.
Pay-in-kind
securities have characteristics similar to those of zero coupon securities, but interest on such securities may be paid in the form of obligations of the same type rather than cash.
Foreign Securities
Risks of
Non-U.S.
Investments.
The risks of investing in securities of
non-U.S.
issuers or issuers with significant exposure to
non-U.S.
markets may be related, among other things, to (i) differences in size, liquidity and volatility of, and
the degree and manner of regulation of, the securities markets of certain
non-U.S.
markets compared to the securities markets in the U.S.; (ii) economic, political and social factors; and
(iii) foreign exchange matters, such as restrictions on the repatriation of capital, fluctuations in exchange rates between the U.S. dollar and the currencies in which a funds portfolio securities are quoted or denominated, exchange
control regulations and costs associated with currency exchange. The political and economic structures in certain foreign countries, particularly emerging markets, are expected to undergo significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristic of more developed countries.
Unanticipated
political or social developments may affect the values of a funds investments in such countries. The economies and securities and currency markets of many emerging markets have experienced significant disruption and declines. There can be no
assurances that these economic and market disruptions will not continue.
Securities of some foreign companies are less
liquid, and their prices are more volatile, than securities of comparable domestic companies. Certain foreign countries are known to experience long delays between the trade and settlement dates of securities purchased or sold resulting in increased
exposure of a fund to market and foreign exchange fluctuations brought about by such delays, and to the corresponding negative impact on fund liquidity.
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The interest payable on a funds foreign securities may be subject to foreign
withholding taxes, which will reduce the funds return on its investments. Additionally, the operating expenses of a fund making such investment can be expected to be higher than those of an investment company investing exclusively in U.S.
securities, since the costs of investing in foreign securities, such as custodial costs, valuation costs and communication costs, are higher than the costs of investing exclusively in U.S. securities.
Foreign Securities Markets and Regulations
. There may be less publicly available information about
non-U.S.
markets and issuers than is available with respect to U.S. securities and issuers.
Non-U.S.
companies generally are not subject to accounting, auditing and
financial reporting standards, practices and requirements comparable to those applicable to U.S. companies. The trading markets for most
non-U.S.
securities are generally less liquid and subject to greater
price volatility than the markets for comparable securities in the U.S. The markets for securities in certain emerging markets are in the earliest stages of their development. Even the markets for relatively widely traded securities in certain
non-U.S.
markets, including emerging countries, may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a size customarily undertaken by institutional investors in
the U.S. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity. The less liquid a market, the more difficult it may be for a fund to
accurately price its portfolio securities or to dispose of such securities at the times determined by a subadviser to be appropriate. The risks associated with reduced liquidity may be particularly acute in situations in which a funds
operations require cash, such as in order to meet redemptions and to pay its expenses.
Emerging Market Countries
.
A fund may invest in securities of emerging market countries. A fund considers a country to be an emerging market country, if, at the time of investment, it is represented in the J.P. Morgan Emerging Market Bond Index Global or the J.P. Morgan
Corporate Emerging Market Bond Index Broad or categorized by the World Bank in its annual categorization as middle- or low-income. These securities may be U.S. dollar denominated or
non-U.S.
dollar denominated
and include: (a) debt obligations issued or guaranteed by foreign national, provincial, state, municipal or other governments with taxing authority or by their agencies or instrumentalities, including Brady Bonds; (b) debt obligations of
supranational entities; (c) debt obligations (including dollar and
non-dollar
denominated) and other debt securities of foreign corporate issuers; and
(d) non-dollar
denominated debt obligations of U.S. corporate issuers. Subject to its investment restrictions, a fund may also invest in securities denominated in currencies of emerging market countries.
There is no minimum rating criteria for a funds investments in such securities.
Economic, Political and Social
Factors
. Certain non-U.S. countries, including emerging markets, may be subject to a greater degree of economic, political and social instability. Such instability may result from, among other things: (i) authoritarian governments or military
involvement in political and economic decision making; (ii) popular unrest associated with demands for improved economic, political and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v)
ethnic, religious and racial disaffection and conflict. Such economic, political and social instability could significantly disrupt the financial markets in such countries and the ability of the issuers in such countries to repay their obligations.
In addition, it may be difficult for a fund to pursue claims against a foreign issuer in the courts of a foreign country. Investing in emerging countries also involves the risk of expropriation, nationalization, confiscation of assets and property
or the imposition of restrictions on foreign investments and on repatriation of capital invested. In the event of such expropriation, nationalization or other confiscation in any emerging country, a fund could lose its entire investment in that
country. Certain emerging market countries restrict or control foreign investment in their securities markets to varying degrees. These restrictions may limit a funds investment in those markets and may increase the expenses of the fund. In
addition, the repatriation of both investment income and capital from certain markets in the region is subject to restrictions such as the need for certain governmental consents. Even where there is no outright restriction on repatriation of
capital, the mechanics of repatriation may affect certain aspects of a funds operation. Economies in individual non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product,
rates of inflation, currency valuation, capital reinvestment, resource self-sufficiency and balance of payments positions. Many non-U.S. countries have
19
experienced substantial, and in some cases extremely high, rates of inflation for many years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, very negative
effects on the economies and securities markets of certain emerging countries. Economies in emerging countries generally are dependent heavily upon international trade and, accordingly, have been and may continue to be affected adversely by trade
barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been, and may continue to be, affected adversely
and significantly by economic conditions in the countries with which they trade. Whether or not a fund invests in securities of issuers located in or with significant exposure to countries experiencing economic, financial and other difficulties, the
value and liquidity of the funds investments may be negatively affected by the conditions in the countries experiencing the difficulties.
Custodian Services and Related Investment Costs
. Custodian services and other costs relating to investment in international securities markets generally are more expensive than in the U.S. Such
markets have settlement and clearance procedures that differ from those in the U.S. In certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct
such transactions. The inability of a fund to make intended securities purchases because of settlement problems could cause the fund to miss attractive investment opportunities. Inability to dispose of a portfolio security caused by settlement
problems could result either in losses to a fund because of a subsequent decline in value of the portfolio security or could result in possible liability to the fund. In addition, security settlement and clearance procedures in some emerging
countries may not fully protect a fund against loss or theft of its assets.
Withholding and Other Taxes
. A fund
may be subject to taxes, including withholding taxes imposed by certain
non-U.S.
countries on income (possibly including, in some cases, capital gains) earned with respect to the funds investments in
such countries. These taxes will reduce the return achieved by the fund. Treaties between the U.S. and such countries may reduce the otherwise applicable tax rates. Even if a fund is entitled to seek a refund in respect of such taxes, it may choose
not to do so.
Currency
. The value of the securities quoted or denominated in foreign currencies may be adversely
affected by fluctuations in the relative currency exchange rates and by exchange control regulations. A funds investment performance may be negatively affected by a devaluation of a currency in which the funds investments are quoted or
denominated. Further, a funds investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities quoted or denominated in another currency will increase
or decrease in response to changes in the value of such currency in relation to the U.S. dollar.
Currency exchange rates
generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries as seen from an international perspective. Currency exchange rates can also be affected
unpredictably by intervention by U.S. or foreign governments or central banks or by currency controls or political developments in the United States or abroad.
The rate of exchange between the U.S. dollar and other currencies is determined by the forces of supply and demand in the foreign exchange markets. Changes in the exchange rate may result over time from
the interaction of many factors directly or indirectly affecting economic conditions and political developments in other countries. Of particular importance are rates of inflation, interest rate levels, the balance of payments and the extent of
government surpluses or deficits in the United States and the particular foreign country. All these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the United States and other foreign countries
important to international trade and finance. Government intervention may also play a significant role. National governments rarely voluntarily allow their currencies to float freely in response to economic forces. Sovereign governments use a
variety of techniques, such as intervention by a countrys central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their currencies.
ADRs, EDRs and GDRs
. A fund may also purchase American Depositary Receipts (ADRs), American Depository Debentures,
American Depository Notes, American Depository Bonds, European Depository Receipts
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and Global Depository Receipts, or other securities representing underlying shares of foreign companies. ADRs are publicly traded on exchanges or
over-the-counter
in the United States and are issued through sponsored or unsponsored arrangements. In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay
some or all of the depositorys transaction fees, whereas under an unsponsored arrangement, the foreign issuer assumes no obligation and the depositorys transaction fees are paid by the ADR holders. In addition, less information is
available in the United States about an unsponsored ADR than about a sponsored ADR, and the financial information about a company may not be as reliable for an unsponsored ADR as it is for a sponsored ADR. A fund may invest in ADRs through both
sponsored and unsponsored arrangements.
Sovereign Government and Supranational Debt
. A fund may invest in all types of
debt securities of governmental issuers in all countries, including emerging markets. These sovereign debt securities may include: debt securities issued or guaranteed by governments, governmental agencies or instrumentalities and political
subdivisions located in emerging market countries; debt securities issued by government owned, controlled or sponsored entities located in emerging market countries; interests in entities organized and operated for the purpose of restructuring the
investment characteristics of instruments issued by any of the above issuers; Brady Bonds, which are debt securities issued under the framework of the Brady Plan as a means for debtor nations to restructure their outstanding external indebtedness;
participations in loans between emerging market governments and financial institutions; or debt securities issued by supranational entities such as the World Bank. A supranational entity is a bank, commission or company established or financially
supported by the national governments of one or more countries to promote reconstruction or development.
Sovereign debt is
subject to risks in addition to those relating to non-U.S. investments generally. As a sovereign entity, the issuing government may be immune from lawsuits in the event of its failure or refusal to pay the obligations when due. The debtors
willingness or ability to repay in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its non-U.S. reserves, the availability of sufficient
non-U.S.
exchange on the
date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtors policy toward principal international lenders and the political constraints to which the sovereign debtor may be subject.
Sovereign debtors may also be dependent on expected disbursements from foreign governments or multinational agencies, the countrys access to trade and other international credits, and the countrys balance of trade. Assistance may be
dependent on a countrys implementation of austerity measures and reforms, which measures may limit or be perceived to limit economic growth and recovery. Some sovereign debtors have rescheduled their debt payments, declared moratoria on
payments or restructured their debt to effectively eliminate portions of it, and similar occurrences may happen in the future. There is no bankruptcy proceeding by which sovereign debt on which governmental entities have defaulted may be collected
in whole or in part.
EuropeRecent Events
. A number of countries in Europe have experienced severe economic
and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme
volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within and without Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures
and reforms, may not work, may result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse
effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro, the common currency of the European Union, and/or withdraw from the European Union. The impact of these actions,
especially if they occur in a disorderly fashion, is not clear but could be significant and
far-reaching.
Whether or not a fund invests in securities of issuers located in Europe or with significant exposure
to European issuers or countries, these events could negatively affect the value and liquidity of the funds investments.
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Eurodollar or Yankee Obligations
. A fund may invest in Eurodollar and Yankee
obligations. Eurodollar bank obligations are dollar denominated debt obligations issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee obligations are dollar denominated obligations issued in the U.S.
capital markets by foreign issuers. Eurodollar (and to a limited extent, Yankee) obligations are subject to certain sovereign risks. One such risk is the possibility that a foreign government might prevent dollar denominated funds from flowing
across its borders. Other risks include: adverse political and economic developments in a foreign country; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and
expropriation or nationalization of foreign issuers.
Derivatives
General
. A fund may utilize options, futures contracts (sometimes referred to as futures), options on futures
contracts, forward contracts, swaps, caps, floors, collars, indexed securities, various mortgage-related obligations, structured or synthetic financial instruments and other derivative instruments (collectively, Financial Instruments). A
fund may use Financial Instruments for any purpose, including as a substitute for other investments, to attempt to enhance its portfolios return or yield and to alter the investment characteristics of its portfolio (including to attempt to
mitigate risk of loss in some fashion, or hedge). Except as otherwise provided in the funds Prospectus, this SAI or by applicable law, each fund may purchase and sell any type of Financial Instrument. A fund may choose not to make
use of derivatives for a variety of reasons, and no assurance can be given that any derivatives strategy employed will be successful.
The U.S. government is in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The
ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make them more costly, may limit their availability, may disrupt markets or may otherwise adversely affect their value or performance.
The use of Financial Instruments may be limited by applicable law and any applicable regulations of the Securities and Exchange
Commission (SEC), the Commodity Futures Trading Commission (CFTC), or the exchanges on which some Financial Instruments may be traded. (Note, however, that some Financial Instruments that a fund may use may not be listed on
any exchange and may not be regulated by the SEC or the CFTC.) In addition, a funds ability to use Financial Instruments may be limited by tax considerations.
In addition to the instruments and strategies discussed in this section, the subadviser may discover additional opportunities in connection with Financial Instruments and other similar or related
techniques. These opportunities may become available as the subadviser develops new techniques, as regulatory authorities broaden the range of permitted transactions and as new Financial Instruments or other techniques are developed. The subadviser
may utilize these opportunities and techniques to the extent that they are consistent with a funds investment objective and permitted by its investment limitations and applicable regulatory authorities. These opportunities and techniques may
involve risks different from or in addition to those summarized herein.
This discussion is not intended to limit a
funds investment flexibility, unless such a limitation is expressly stated, and therefore will be construed by the fund as broadly as possible. Statements concerning what a fund may do are not intended to limit any other activity. Also, as
with any investment or investment technique, even when the Prospectus or this discussion indicates that a fund may engage in an activity, it may not actually do so for a variety of reasons, including cost considerations.
Summary of Certain Risks
. The use of Financial Instruments involves special considerations and risks, certain of which are
summarized below, and may result in losses to a fund. In general, the use of Financial Instruments may increase the volatility of a fund and may involve a small investment of cash relative to the magnitude of the risk or exposure assumed. Even a
small investment in derivatives may magnify or otherwise increase investment losses to a fund. As noted above, there can be no assurance that any derivatives strategy will succeed.
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Financial Instruments are subject to the risk that the market value of the derivative itself or the market value of underlying instruments will change
in a way adverse to a funds interest. Many Financial Instruments are
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complex, and successful use of them depends in part upon the subadvisers ability to forecast correctly future market trends and other financial or economic factors or the value of the
underlying security, index, interest rate or currency or other instrument or measure. Even if the subadvisers forecasts are correct, other factors may cause distortions or dislocations in the markets that result in unsuccessful transactions.
Financial Instruments may behave in unexpected ways, especially in abnormal or volatile market conditions.
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A fund may be required to maintain assets as cover, maintain segregated accounts, post collateral or make margin payments when it takes
positions in Financial Instruments. Assets that are segregated or used as cover, margin or collateral may be required to be in the form of cash or liquid securities, and typically may not be sold while the position in the Financial Instrument is
open unless they are replaced with other appropriate assets. If markets move against a funds position, the fund may be required to maintain or post additional assets and may have to dispose of existing investments to obtain assets acceptable
as collateral or margin. This may prevent it from pursuing its investment objective. Assets that are segregated or used as cover, margin or collateral typically are invested, and these investments are subject to risk and may result in losses to the
fund. These losses may be substantial, and may be in addition to losses incurred by using the Financial Instrument in question. If a fund is unable to close out its positions, it may be required to continue to maintain such assets or accounts or
make such payments until the positions expire or mature, and the fund will continue to be subject to investment risk on the assets. In addition, a fund may not be able to recover the full amount of its margin from an intermediary if that
intermediary were to experience financial difficulty. Segregation, cover, margin and collateral requirements may impair the funds ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do
so, or require a fund to sell a portfolio security or close out a derivatives position at a disadvantageous time or price.
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A funds ability to close out or unwind a position in a Financial Instrument prior to expiration or maturity depends on the existence of a liquid
market or, in the absence of such a market, the ability and willingness of the other party to the transaction (the counterparty) to enter into a transaction closing out the position. If there is no market or a fund is not successful in
its negotiations, the fund may not be able to sell or unwind the derivative position at a particular time or at an anticipated price. This may also be the case if the counterparty to the Financial Instrument becomes insolvent. A fund may be required
to make delivery of portfolio securities or other assets underlying a Financial Instrument in order to close out a position or to sell portfolio securities or assets at a disadvantageous time or price in order to obtain cash to close out the
position. While the position remains open, a fund continues to be subject to investment risk on the Financial Instrument. A fund may or may not be able to take other actions or enter into other transactions, including hedging transactions, to limit
or reduce its exposure to the Financial Instrument.
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Certain Financial Instruments transactions may have a leveraging effect on a fund, and adverse changes in the value of the underlying security, index,
interest rate, currency or other instrument or measure can result in losses substantially greater than the amount invested in the Financial Instrument itself. When a fund engages in transactions that have a leveraging effect, the value of the fund
is likely to be more volatile and all other risks also are likely to be compounded. This is because leverage generally magnifies the effect of any increase or decrease in the value of an asset and creates investment risk with respect to a larger
pool of assets than a fund would otherwise have. Certain Financial Instruments have the potential for unlimited loss, regardless of the size of the initial investment.
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Many Financial Instruments may be difficult to value, which may result in increased payment requirements to counterparties or a loss of value to a
fund.
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Liquidity risk exists when a particular Financial Instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if
the relevant market is illiquid, a fund may be unable to initiate a transaction or liquidate a position at an advantageous time or price. Certain Financial Instruments, including certain
over-the-counter
(or OTC) options and swaps, may be considered illiquid and therefore subject to a funds limitation on illiquid investments.
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In a hedging transaction there may be imperfect correlation, or even no correlation, between the identity, price or price movements of a Financial
Instrument and the identity, price or price movements of the
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investments being hedged. This lack of correlation may cause the hedge to be unsuccessful and may result in a fund incurring substantial losses and/or not achieving anticipated gains. Even if the
strategy works as intended, a fund might have been in a better position had it not attempted to hedge at all.
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Financial Instruments used for non-hedging purposes may result in losses which would not be offset by increases in the value of portfolio holdings or
declines in the cost of securities or other assets to be acquired. In the event that a fund uses a Financial Instrument as an alternative to purchasing or selling other investments or in order to obtain desired exposure to an index or market, the
fund will be exposed to the same risks as are incurred in purchasing or selling the other investments directly, as well as the risks of the transaction itself.
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Certain Financial Instruments involve the risk of loss resulting from the insolvency or bankruptcy of the counterparty or the failure by the
counterparty to make required payments or otherwise comply with the terms of the contract. In the event of default by a counterparty, a fund may have contractual remedies pursuant to the agreements related to the transaction, which may be limited by
applicable law in the case of the counterpartys bankruptcy.
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Financial Instruments involve operational risk. There may be incomplete or erroneous documentation or inadequate collateral or margin, or transactions
may fail to settle. For Financial Instruments not guaranteed by an exchange or clearinghouse, a fund may have only contractual remedies in the event of a counterparty default, and there may be delays, costs or disagreements as to the meaning of
contractual terms and litigation in enforcing those remedies.
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Certain Financial Instruments transactions, including certain options, swaps, forward contracts, and certain options on foreign currencies, are entered
into directly by the counterparties or through financial institutions acting as market makers (OTC derivatives), rather than being traded on exchanges or in markets registered with the CFTC or the SEC. Many of the protections afforded to exchange
participants will not be available to participants in OTC derivatives transactions. For example, OTC derivatives transactions are not subject to the guarantee of an exchange, and only OTC derivatives that are either required to be cleared or
submitted voluntarily for clearing to a clearinghouse will enjoy the protections that central clearing provides against default by the original counterparty to the trade. In an OTC derivatives transaction that is not cleared, a fund bears the risk
of default by its counterparty. In a cleared derivatives transaction, a fund is instead exposed to the risk of default of the clearinghouse and the risk of default of the broker through which it has entered into the transaction. Information
available on counterparty creditworthiness may be incomplete or outdated, thus reducing the ability to anticipate counterparty defaults.
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Financial Instruments transactions conducted outside the United States may not be conducted in the same manner as those entered into on U.S. exchanges,
and may be subject to different margin, exercise, settlement or expiration procedures. Many of the risks of OTC Financial Instruments transactions are also applicable to Financial Instruments used outside the United States. Financial Instruments
used outside the United States also are subject to the risks affecting foreign securities, currencies and other instruments.
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Financial Instruments involving currency are subject to additional risks. Currency related transactions may be negatively affected by government
exchange controls, blockages, and manipulations. Exchange rates may be influenced by factors extrinsic to a countrys economy. Also, there is no systematic reporting of last sale information with respect to foreign currencies. As a result, the
information on which trading in currency derivatives is based may not be as complete as, and may be delayed beyond, comparable data for other transactions.
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Use of Financial Instruments involves transaction costs, which may be significant. Use of Financial Instruments also may increase the amount of taxable
income to shareholders.
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Hedging
. As stated above, the term hedging often is used to
describe a transaction or strategy that is intended to mitigate risk of loss in some fashion. Hedging strategies can be broadly categorized as short hedges
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and long hedges. A short hedge is a purchase or sale of a Financial Instrument intended partially or fully to offset potential declines in the value of one or more investments held in
a funds portfolio. In a short hedge a fund takes a position in a Financial Instrument whose price is expected to move in the opposite direction of the price of the investment being hedged.
Conversely, a long hedge is a purchase or sale of a Financial Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that a fund intends to acquire. Thus, in a long hedge, the fund takes a position in a Financial Instrument whose price is expected to move in the same direction as the price of the prospective investment
being hedged. A long hedge is sometimes referred to as an anticipatory hedge. In an anticipatory hedge transaction, a fund does not own a corresponding security and, therefore, the transaction does not relate to the portfolio security that the fund
owns. Rather, it relates to a security that the fund intends to acquire. If the fund does not complete the hedge by purchasing the security it anticipated purchasing, the effect on the funds portfolio is the same as if the transaction were
entered into for speculative purposes.
In hedging transactions, Financial Instruments on securities (such as options and/or
futures) generally are used to attempt to hedge against price movements in one or more particular securities positions that a fund owns or intends to acquire. Financial Instruments on indices, in contrast, generally are used to attempt to hedge
against price movements in market sectors in which the fund has invested or expects to invest. Financial Instruments on debt securities generally are used to hedge either individual securities or broad debt market sectors.
OptionsGenerally
. A call option gives the purchaser the right to buy, and obligates the writer to sell, the underlying
investment at the agreed-upon price during the option period. A put option gives the purchaser the right to sell, and obligates the writer to buy, the underlying investment at the agreed-upon price during the option period. Purchasers of options pay
an amount, known as a premium, to the option writer in exchange for the right under the option contract.
A fund may purchase
or write both exchange-traded and OTC options. Exchange-traded options in the United States are issued by a clearing organization affiliated with the exchange on which the option is listed that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts between a fund and its counterparty (usually a securities dealer or a bank) with no clearing organization guarantee. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of OTC options generally are established through negotiation with the other party to the option contract. When a fund purchases an OTC option, it
relies on the counterparty from whom it purchased the option to make or take delivery of the underlying investment upon exercise of the option. Failure by the counterparty to do so would result in the loss of any premium paid by the fund as well as
the loss of any expected benefit of the transaction.
Writing put or call options can enable a fund to enhance income or yield
by reason of the premiums paid by the purchasers of such options. However, a fund may also suffer a loss. For example, if the market price of the security underlying a put option written by a fund declines to less than the exercise price of the
option, minus the premium received, it can be expected that the option will be exercised and the fund would be required to purchase the security at more than its market value. If a security appreciates to a price higher than the exercise price of a
call option written by a fund, it can be expected that the option will be exercised and the fund will be obligated to sell the security at less than its market value.
The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the
market price of the underlying investment, the historical price volatility of the underlying investment and general market conditions. Options purchased by a fund that expire unexercised have no value, and the fund will realize a loss in the amount
of the premium paid and any transaction costs. If an option written by a fund expires unexercised, the fund realizes a gain equal to the premium received at the time the option was written. Transaction costs must be included in these calculations.
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A fund may effectively terminate its right or obligation under an option by entering into a
closing transaction. For example, a fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option; this is known as a closing purchase transaction. Conversely, a fund may terminate a
position in a put or call option it had purchased by writing an identical put or call option; this is known as a closing sale transaction. Closing transactions permit a fund to realize profits or limit losses on an option position prior to its
exercise or expiration. There can be no assurance that it will be possible for a fund to enter into any closing transaction.
A type of put that a fund may purchase is an optional delivery standby commitment, which is entered into by parties selling
debt securities to a fund. An optional delivery standby commitment gives a fund the right to sell the security back to the seller on specified terms. This right is provided as an inducement to purchase the security.
Options on Indices.
Puts and calls on indices are similar to puts and calls on securities (described above) or futures contracts
(described below) except that all settlements are in cash and gain or loss depends on changes in the index in question rather than on price movements in individual securities or futures contracts. When a fund writes a call on an index, it receives a
premium and agrees that, prior to the expiration date, the purchaser of the call, upon exercise of the call, will receive from the fund an amount of cash if the closing level of the index upon which the call is based is greater than the exercise
price of the call. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call times a specified multiple (multiplier), which determines the total dollar value for each point of
such difference. When a fund buys a call on an index, it pays a premium and has the same rights as to such call as are indicated above. When a fund buys a put on an index, it pays a premium and has the right, prior to the expiration date, to require
the seller of the put, upon the funds exercise of the put, to deliver to the fund an amount of cash if the closing level of the index upon which the put is based is less than the exercise price of the put, which amount of cash is determined by
the multiplier, as described above for calls. When a fund writes a put on an index, it receives a premium and the purchaser of the put has the right, prior to the expiration date, to require the fund to deliver to it an amount of cash equal to the
difference between the closing level of the index and exercise price times the multiplier if the closing level is less than the exercise price.
Options on indices may, depending on circumstances, involve greater risk than options on securities. Because index options are settled in cash, when a fund writes a call on an index it may not be able to
provide in advance for its potential settlement obligations by acquiring and holding the underlying securities.
Futures
Contracts and Options on Futures Contracts
. A financial futures contract sale creates an obligation by the seller to deliver the type of Financial Instrument or, in the case of index and similar futures, cash, called for in the contract in a
specified delivery month for a stated price. A financial futures contract purchase creates an obligation by the purchaser to take delivery of the asset called for in the contract in a specified delivery month at a stated price. Options on futures
give the purchaser the right to assume a position in a futures contract at the specified option exercise price at any time during the period of the option.
Futures strategies can be used to change the duration of a funds portfolio. If a subadviser wishes to shorten the duration of a funds portfolio, the fund may sell a debt futures contract or a
call option thereon, or purchase a put option on that futures contract. If a subadviser wishes to lengthen the duration of a funds portfolio, the fund may buy a debt futures contract or a call option thereon, or sell a put option thereon.
Futures contracts may also be used for other purposes, such as to simulate full investment in underlying securities while
retaining a cash balance for portfolio management purposes, as a substitute for direct investment in a security, to facilitate trading, to reduce transaction costs, or to seek higher investment returns when a futures contract or option is priced
more attractively than the underlying security or index.
No price is paid upon entering into a futures contract. Instead, at
the inception of a futures contract a fund is required to deposit initial margin. Margin must also be deposited when writing a call or put option on a futures
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contract, in accordance with applicable exchange rules. Under certain circumstances, such as periods of high volatility, a fund may be required by an exchange to increase the level of its initial
margin payment, and initial margin requirements might be increased generally in the future by regulatory action.
Subsequent
variation margin payments are made to and from the futures broker daily as the value of the futures position varies, a process known as
marking-to-market.
Daily variation margin calls could be substantial in the event of adverse price movements. If a fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a disadvantageous time or price.
Although some futures and
options on futures call for making or taking delivery of the underlying securities, currencies or cash, generally those contracts are closed out prior to delivery by offsetting purchases or sales of matching futures or options (involving the same
index, currency or underlying security and delivery month). If an offsetting purchase price is less than the original sale price, a fund realizes a gain, or if it is more, the fund realizes a loss. If an offsetting sale price is more than the
original purchase price, a fund realizes a gain, or if it is less, the fund realizes a loss. A fund will also bear transaction costs for each contract, which will be included in these calculations. Positions in futures and options on futures may be
closed only on an exchange or board of trade that provides a secondary market. However, there can be no assurance that a liquid secondary market will exist for a particular contract at a particular time. In such event, it may not be possible to
close a futures contract or options position.
Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a futures contract or an option on a futures contract can vary from the previous days settlement price; once that limit is reached, no trades may be made that day at a price beyond the limit. Daily price limits do
not limit potential losses because prices could move to the daily limit for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions.
If a fund were unable to liquidate a futures contract or an option on a futures position due to the absence of a liquid secondary market,
the imposition of price limits or otherwise, it could incur substantial losses. A fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the fund would continue to be
required to make daily variation margin payments and might be required to maintain the position being hedged by the future or option or to maintain cash or securities in a segregated account.
If an index future is used for hedging purposes the risk of imperfect correlation between movements in the price of index futures and
movements in the price of the securities that are the subject of the hedge increases as the composition of a funds portfolio diverges from the securities included in the applicable index. The price of the index futures may move more than or
less than the price of the securities being hedged. To compensate for the imperfect correlation of movements in the price of the securities being hedged and movements in the price of the index futures, a fund may buy or sell index futures in a
greater dollar amount than the dollar amount of the securities being hedged if the historical volatility of the prices of such securities being hedged is more than the historical volatility of the prices of the securities included in the index. It
is also possible that, where the fund has sold index futures contracts to hedge against a decline in the market, the market may advance and the value of the securities held in the fund may decline. If this occurred, the fund would lose money on the
futures contract and also experience a decline in value of its portfolio securities.
Where index futures are purchased to
hedge against a possible increase in the price of securities before a fund is able to invest in them in an orderly fashion, it is possible that the market may decline instead. If the subadviser then concludes not to invest in them at that time
because of concern as to possible further market decline or for other reasons, the fund will realize a loss on the futures contract that is not offset by a reduction in the price of the securities it had anticipated purchasing.
Futures and options on futures are regulated by the CFTC.
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Non-U.S.
Currency Strategies
. A fund may
invest in securities that are denominated in
non-U.S.
currencies and may engage in a variety of
non-U.S.
currency exchange transactions to protect against uncertainty in
the level of future exchange rates or to earn additional income. A fund may use options and futures contracts, swaps and indexed notes relating to
non-U.S.
currencies and forward currency contracts to attempt
to hedge against movements in the values of the
non-U.S.
currencies in which the funds securities are denominated or to attempt to enhance income or yield. Currency hedges can protect against price
movements in a security that the fund owns or intends to acquire that are attributable to changes in the value of the currency in which it is denominated. Such hedges do not, however, protect against price movements in the securities that are
attributable to other causes.
The value of Financial Instruments on
non-U.S.
currencies depends on the value of the underlying currency relative to the U.S. dollar. Because
non-U.S.
currency transactions occurring in the interbank market might involve substantially larger amounts than
those involved in the use of such Financial Instruments, a fund could be disadvantaged by having to deal in the odd lot market (generally consisting of transactions of less than $1 million) for the underlying
non-U.S.
currencies at prices that are less favorable than for round lots.
There is
no systematic reporting of last sale information for
non-U.S.
currencies or any regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis.
Quotation information generally is representative of very large transactions in the interbank market and thus might not reflect
odd-lot
transactions where rates might be less favorable. The interbank market in
non-U.S.
currencies is a global,
round-the-clock
market. To the extent the U.S. options or futures markets are closed while the
markets for the underlying currencies remain open, significant price and rate movements might take place in the underlying markets that cannot be reflected in the markets for the Financial Instruments until they reopen.
Settlement of transactions involving
non-U.S.
currencies might be required to take place within
the country issuing the underlying currency. Thus, a fund might be required to accept or make delivery of the underlying
non-U.S.
currency in accordance with any U.S. or
non-U.S.
regulations regarding the maintenance of
non-U.S.
banking arrangements by U.S. residents and might be required to pay any fees, taxes and charges associated
with such delivery assessed in the issuing country.
Generally, OTC
non-U.S.
currency
options used by a fund are European-style options. This means that the option is only exercisable immediately prior to its expiration. This is in contrast to American-style options, which are exercisable at any time prior to the expiration date of
the option.
Forward Currency Contracts
. A fund may enter into forward currency contracts to purchase or sell
non-U.S.
currencies for a fixed amount of U.S. dollars or another
non-U.S.
currency. A forward currency contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days (term) from the date of the forward currency contract agreed upon by the parties, at a price set at the time of the forward currency contract. These forward currency contracts are traded
directly between currency traders (usually large commercial banks) and their customers.
The cost to a fund of engaging in
forward currency contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or
commissions are involved. When a fund enters into a forward currency contract, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the counterparty to do so would result in
the loss of any expected benefit of the transaction.
As is the case with futures contracts, parties to forward currency
contracts can enter into offsetting closing transactions, similar to closing transactions on futures contracts, by selling or purchasing, respectively, an instrument identical to the instrument purchased or sold. Secondary markets generally do not
exist for forward currency contracts, with the result that closing transactions generally can be made for forward currency contracts only by negotiating directly with the counterparty.
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If a fund engages in a forward currency contract with respect to particular securities, the
precise matching of forward currency contract amounts and the value of the securities involved generally will not be possible because the value of such securities, measured in the
non-U.S.
currency, will
change after the forward currency contract has been established. Thus, the fund might need to purchase or sell
non-U.S.
currencies in the spot (cash) market to the extent such
non-U.S.
currencies are not covered by forward currency contracts.
Swaps, Caps,
Floors and Collars
. A fund may enter into swaps, caps, floors and collars to preserve a return or a spread on a particular investment or portion of its portfolio, to protect against any increase in the price of securities the fund anticipates
purchasing at a later date or to attempt to enhance yield or total return. A swap typically involves the exchange by a fund with another party of their respective commitments to pay or receive cash flows, e.g., an exchange of floating rate payments
for fixed-rate payments. The purchase of a cap entitles the purchaser, to the extent that a specified index exceeds a predetermined value, to receive payments on a notional principal amount from the party selling the cap. The purchase of a floor
entitles the purchaser, to the extent that a specified index falls below a predetermined value, to receive payments on a notional principal amount from the party selling the floor. A collar combines elements of a cap and a floor.
Swap agreements, including caps, floors and collars, can be individually negotiated and structured to include exposure to a variety of
different types of investments (such as individual securities, baskets of securities or securities indices) or market factors (such as those listed below). Depending on their structure, swap agreements may increase or decrease the overall volatility
of a funds investments and its share price and yield because, and to the extent, these agreements affect the funds exposure to
long-
or short-term interest rates,
non-U.S.
currency values, mortgage-backed or other security values, corporate borrowing rates or other factors such as security prices or inflation rates.
Swap agreements will tend to shift a funds investment exposure from one type of investment to another. Caps and floors have an
effect similar to buying or writing options.
If a counterpartys creditworthiness declines, the value of the agreement
would be likely to decline, potentially resulting in losses.
A fund may enter into credit default swap contracts for
investment purposes. As the seller in a credit default swap contract, a fund would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default by a third party, such as a U.S.
or a
non-U.S.
corporate issuer, on the debt obligation. In return, the fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has
occurred. If no default occurs, a fund would keep the stream of payments and would have no payment obligations. As the seller, a fund would be subject to investment exposure on the notional amount of the swap which may be significantly larger than
the funds cost to enter into the credit default swap. A fund may also invest in credit default indices, which are indices that reflect the performance of a basket of credit default swaps, and swaptions on credit default swap indices. (See
Options on Swaps
below.)
A fund may purchase credit default swap contracts in order to hedge against the
risk of default of debt securities held in its portfolio, in which case the fund would function as the counterparty referenced in the preceding paragraph. This would involve the risk that the investment may expire worthless and would only generate
income in the event of an actual default by the issuer of the underlying obligation (or, as applicable, a credit downgrade or other indication of financial instability). It would also involve credit riskthat the seller may fail to satisfy its
payment obligations to a fund in the event of a default.
A fund may enter into an interest rate swap in an effort to protect
against declines in the value of fixed income securities held by the fund. In such an instance, the fund may agree to pay a fixed rate (multiplied by a notional amount) while a counterparty agrees to pay a floating rate (multiplied by the same
notional amount). If interest rates rise, resulting in a diminution in the value of the funds portfolio, the fund would receive payments under the swap that would offset, in whole or in part, such diminution in value.
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The net amount of the excess, if any, of a funds obligations over its entitlements
with respect to each swap will be accrued on a daily basis, depending on whether a threshold amount (if any) is exceeded, and an amount of cash or liquid assets having an aggregate net asset value approximately equal to the accrued excess will be
set aside as cover, as described below. A fund will also maintain collateral with respect to its total obligations under any swaps that are not entered into on a net basis, and will maintain cover as required by SEC guidelines from time to time with
respect to caps and floors written by the fund.
Options on Swaps
. An option on a swap agreement, or a
swaption, is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on
specified terms. In return, the purchaser pays a premium to the seller of the contract. The seller of the contract receives the premium and bears the risk of unfavorable changes on the underlying swap. A fund may write (sell) and
purchase put and call swaptions. A fund may also enter into swaptions on either an asset-based or liability-based basis, depending on whether the fund is hedging its assets or its liabilities. A fund may write (sell) and purchase put and call
swaptions to the same extent it may make use of standard options on securities or other instruments. A fund may enter into these transactions primarily to preserve a return or spread on a particular investment or portion of its holdings, as a
duration management technique, to protect against an increase in the price of securities the fund anticipates purchasing at a later date, or for any other purposes, such as for speculation to increase returns. Swaptions are generally subject to the
same risks involved in the funds use of options.
Depending on the terms of the particular option agreement, a fund will
generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When a fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option
expire unexercised. However, when a fund writes a swaption, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement.
Combined Positions
. A fund may purchase and write options in combination with each other, or in combination with other Financial Instruments, to adjust the risk and return characteristics of its
overall position. Because combined options positions involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
Cover
. Transactions using Financial Instruments may involve obligations which if not covered could be construed as senior securities. A fund will comply with SEC guidelines regarding
cover for these instruments and will, if the guidelines so require, segregate or set aside on its books cash or liquid assets in the prescribed amount as determined daily. A fund may cover such transactions using other methods permitted under the
1940 Act, orders or releases issued by the SEC thereunder, or
no-action
letters or other guidance of the SEC staff. Although SEC guidelines on cover are designed to limit the transactions involving
Financial Instruments that a fund may be engaged in at any time, the segregation of assets does not reduce the risks to the fund of entering into transactions in Financial Instruments.
Turnover
. A funds derivatives activities may affect its turnover rate and brokerage commission payments. The exercise of
calls or puts written by a fund, and the sale or purchase of futures contracts, may cause it to sell or purchase related investments, thus increasing its turnover rate. Once a fund has received an exercise notice on an option it has written, it
cannot effect a closing transaction in order to terminate its obligation under the option and must deliver or receive the underlying securities at the exercise price. The exercise of puts purchased by a fund may also cause the sale of related
investments, also increasing turnover; although such exercise is within the funds control, holding a protective put might cause it to sell the related investments for reasons that would not exist in the absence of the put. A fund will pay a
brokerage commission each time it buys or sells a put or call or purchases or sells a futures contract. Such commissions may be higher than those that would apply to direct purchases or sales.
Municipal Securities
Shareholders should note that, although interest paid on municipal securities is generally exempt from regular federal income tax, a fund
will not hold municipal securities in sufficient quantities to qualify to pay
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exempt-interest dividends. As a result, distributions by a fund to its shareholders will be treated for federal income tax purposes as ordinary dividends without regard to the character in the
hands of a fund of any interest that it receives on municipal securities.
Municipal securities (which are also referred to
herein as municipal obligations or Municipal Bonds) generally include debt obligations (including, but not limited to, bonds, notes or commercial paper) issued by or on behalf of any of the 50 states and their political
subdivisions, agencies and public authorities, certain other governmental issuers (such as Puerto Rico, the U.S. Virgin Islands and Guam) or other qualifying issuers, participations or other interests in these securities and other related
investments. The interest paid on municipal securities is excluded from gross income for regular federal income tax purposes, although it may be subject to federal alternative minimum tax (AMT).
Municipal securities are issued to obtain funds for various public purposes, including the construction of a wide range of public
facilities, such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets, water and sewer works, gas, and electric utilities. They may also be issued to refund outstanding obligations, to obtain funds for general
operating expenses, or to obtain funds to loan to other public institutions and facilities and in anticipation of the receipt of revenue or the issuance of other obligations.
The two principal classifications of municipal securities are general obligation securities and limited obligation or revenue securities. General obligation securities
are secured by a municipal issuers pledge of its full faith, credit, and taxing power for the payment of principal and interest. Accordingly, the capacity of the issuer of a general obligation bond as to the timely payment of interest and the
repayment of principal when due is affected by the issuers maintenance of its tax base. Revenue securities are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source. Accordingly, the timely payment of interest and the repayment of principal in accordance with the terms of the revenue security is a function of the economic viability of the facility or revenue
source. Revenue securities include private activity bonds (described below) which are not payable from the unrestricted revenues of the issuer. Consequently, the credit quality of private activity bonds is usually directly related to the credit
standing of the corporate user of the facility involved. Municipal securities may also include moral obligation bonds, which are normally issued by special purpose public authorities. If the issuer of moral obligation bonds is unable to
meet its debt service obligations from current revenues, it may draw on a reserve fund the restoration of which is a moral commitment but not a legal obligation of the state or municipality which created the issuer.
Private Activity Bonds
. Private activity bonds are issued by or on behalf of public authorities to provide funds, usually
through a loan or lease arrangement, to a private entity for the purpose of financing construction of privately operated industrial facilities, such as warehouse, office, plant and storage facilities and environmental and pollution control
facilities. Such bonds are secured primarily by revenues derived from loan repayments or lease payments due from the entity, which may or may not be guaranteed by a parent company or otherwise secured. Private activity bonds generally are not
secured by a pledge of the taxing power of the issuer of such bonds. Therefore, repayment of such bonds generally depends on the revenue of a private entity. The continued ability of an entity to generate sufficient revenues for the payment of
principal and interest on such bonds will be affected by many factors, including the size of the entity, its capital structure, demand for its products or services, competition, general economic conditions, government regulation and the
entitys dependence on revenues for the operation of the particular facility being financed.
Under current federal
income tax law, interest on Municipal Bonds issued after August 7, 1986 which are specified private activity bonds, and the proportionate share of any exempt-interest dividend paid by a regulated investment company that receives interest from
such private activity bonds, will be treated as an item of tax preference for purposes of the AMT, which is imposed on individuals and corporations by the Internal Revenue Code of 1986, as amended (the Code). For regular federal income
tax purposes such interest will remain fully tax-exempt. Bonds issued in 2009 and 2010 generally will not be treated as private activity bonds, and interest earned on such bonds generally will not be treated as a tax preference item. Although
interest on all tax-exempt obligations
31
(including private activity bonds) is generally included in adjusted current earnings of corporations for AMT purposes, interest on bonds issued in 2009 and 2010 generally is not
included in adjusted current earnings.
Industrial Development Bonds
. Industrial development bonds
(IDBs) are issued by public authorities to obtain funds to provide financing for privately-operated facilities for business and manufacturing, housing, sports, convention or trade show facilities, airport, mass transit, port and parking
facilities, air or water pollution control facilities, and certain facilities for water supply, gas, electricity or sewerage or solid waste disposal. Although IDBs are issued by municipal authorities, the payment of principal and interest on IDBs is
dependent solely on the ability of the user of the facilities financed by the bonds to meet its financial obligations and the pledge, if any, of the real and personal property being financed as security for such payments. IDBs are considered
municipal securities if the interest paid is exempt from regular federal income tax. Interest earned on IDBs may be subject to the AMT.
Tender Option Bonds
. A tender option bond is a municipal bond (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate
substantially higher than prevailing short-term tax-exempt rates, that has been coupled with the agreement of a third party, such as a financial institution, pursuant to which such institution grants the security holders the option, at periodic
intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the institution generally receives periodic fees equal to the difference between the municipal bonds fixed
coupon rate and the rate, as determined by a remarketing or similar agent, that would cause the securities, coupled with the tender option, to trade at par. Thus, after payment of this fee, the security holder would effectively hold a demand
obligation that bears interest at the prevailing short-term tax-exempt rate. (See the discussion of Structured Notes and Related Instruments, below.)
Municipal Leases
. Municipal leases or installment purchase contracts are issued by a state or local government to acquire equipment or facilities. Municipal leases frequently have special
risks not normally associated with general obligation bonds or revenue bonds. Many leases include non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract
unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. Although the obligations are typically secured by the leased equipment or facilities, the disposition of the property in the event
of non-appropriation or foreclosure might, in some cases, prove difficult or, if sold, may not fully cover a funds exposure.
Participation Interests
. Tax-exempt participation interests in municipal obligations (such as private activity bonds and municipal lease obligations) are typically issued by a financial
institution. A participation interest gives a fund an undivided interest in the municipal obligation in the proportion that a funds participation interest bears to the total principal amount of the municipal obligation. Participation interests
in municipal obligations may be backed by an irrevocable letter of credit or guarantee of, or a right to put to, a bank (which may be the bank issuing the participation interest, a bank issuing a confirming letter of credit to that of the issuing
bank, or a bank serving as agent of the issuing bank with respect to the possible repurchase of the participation interest) or insurance policy of an insurance company. A fund has the right to sell the participation interest back to the institution
or draw on the letter of credit or insurance after a specified period of notice, for all or any part of the full principal amount of a funds participation in the security, plus accrued interest.
Issuers of participation interests will retain a service and letter of credit fee and a fee for providing the liquidity feature, in an
amount equal to the excess of the interest paid on the instruments over the negotiated yield at which the participations were purchased on behalf of a fund. The issuer of the participation interest may bear the cost of insurance backing the
participation interest, although a fund may also purchase insurance, in which case the cost of insurance will be an expense of a fund. Participation interests may be sold prior to maturity. Participation interests may include municipal lease
obligations. Purchase of a participation interest may involve the risk that a fund will not be deemed to be the owner of the underlying municipal obligation for purposes of the ability to claim tax exemption of interest paid on that municipal
obligation.
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Municipal Notes
. There are four major varieties of municipal notes: Tax
and Revenue Anticipation Notes (TRANs); Tax Anticipation Notes (TANs); Revenue Anticipation Notes (RANs); and Bond Anticipation Notes (BANs). TRANs, TANs and RANs are issued by states, municipalities
and other tax-exempt issuers to finance short-term cash needs or, occasionally, to finance construction. Many TRANs, TANs and RANs are general obligations of the issuing entity payable from taxes or designated revenues, respectively, expected to be
received within the related fiscal period. BANs are issued with the expectation that their principal and interest will be paid out of proceeds from renewal notes or bonds to be issued prior to the maturity of the BANs. BANs are issued most
frequently by both general obligation and revenue bond issuers usually to finance such items as land acquisition, facility acquisition and/or construction and capital improvement projects.
Tax-exempt Commercial Paper
. Tax-exempt commercial paper is a short-term obligation with a stated maturity of 270 days or
less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer term financing. While tax-exempt commercial paper is intended to be repaid from
general revenues or refinanced, it frequently is backed by a letter of credit, lending arrangement, note repurchase agreement or other credit facility agreement offered by a bank or financial institution.
Demand Instruments
. Municipal bonds may be issued as floating- or variable-rate securities subject to demand features
(demand instruments). Demand instruments usually have a stated maturity of more than one year but contain a demand feature (put) that enables the holder to redeem the investment. Variable-rate demand instruments provide for
automatic establishment of a new interest rate on set dates. Floating-rate demand instruments provide for automatic adjustment of interest rates whenever a specified interest rate (e.g., the prime rate) changes.
These floating and variable rate instruments are payable upon a specified period of notice which may range from one day up to one year.
The terms of the instruments provide that interest rates are adjustable at intervals ranging from daily to up to one year and the adjustments are based upon the prime rate of a bank or other appropriate interest rate adjustment index as provided in
the respective instruments. Variable rate instruments include participation interests in variable- or fixed-rate municipal obligations owned by a bank, insurance company or other financial institution or affiliated organizations. Although the rate
of the underlying municipal obligations may be fixed, the terms of the participation interest may result in a fund receiving a variable rate on its investment.
Because of the variable rate nature of the instruments, when prevailing interest rates decline a funds yield will decline and its shareholders will forgo the opportunity for capital appreciation. On
the other hand, during periods when prevailing interest rates increase, a funds yield will increase and its shareholders will have reduced risk of capital depreciation.
Custodial Receipts
. A fund may acquire custodial receipts or certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments
or both on certain municipal obligations. The underwriter of these certificates or receipts typically purchases municipal obligations and deposits the obligations in an irrevocable trust or custodial account with a custodian bank, which then issues
receipts or certificates that evidence ownership of the periodic unmatured coupon payments and the final principal payment on the obligations. Although under the terms of a custodial receipt, a fund would be typically authorized to assert its rights
directly against the issuer of the underlying obligation, a fund could be required to assert through the custodian bank those rights as may exist against the underlying issuer. Thus, in the event the underlying issuer fails to pay principal and/or
interest when due, a fund may be subject to delays, expenses and risks that are greater than those that would have been involved if a fund had purchased a direct obligation of the issuer. In addition, in the event that the trust or custodial account
in which the underlying security has been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying security would be reduced in recognition of any taxes paid.
Stand-By Commitments
. A fund may acquire stand-by commitments with respect to municipal obligations held in its
portfolio. Under a stand-by commitment a dealer agrees to purchase, at a funds option, specified
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municipal obligations held by a fund at a specified price and, in this respect, stand-by commitments are comparable to put options. A stand-by commitment entitles the holder to achieve same day
settlement and to receive an exercise price equal to the amortized cost of the underlying security plus accrued interest, if any, at the time of exercise. A fund will be subject to credit risk with respect to an institution providing a stand-by
commitment and a decline in the credit quality of the institution could cause losses to a fund.
A fund will generally acquire
stand-by commitments to facilitate fund liquidity. The cost of entering into stand-by commitments will increase the cost of the underlying municipal obligation and similarly will decrease such securitys yield to investors. Gains, if any,
realized in connection with stand-by commitments will be taxable.
Additional Risks Relating to Municipal Securities
Tax risk
. The Code imposes certain continuing requirements on issuers of tax-exempt bonds regarding the use, expenditure and
investment of bond proceeds and the payment of rebates to the U.S. government. Failure by the issuer to comply after the issuance of tax-exempt bonds with certain of these requirements could cause interest on the bonds to become includable in gross
income retroactive to the date of issuance.
From time to time, proposals have been introduced before Congress for the purpose
of restricting or eliminating the federal income tax exemption for interest on municipal obligations, and similar proposals may be introduced in the future. In addition, the federal income tax exemption has been, and may in the future be, the
subject of litigation. If one of these proposals were enacted, the availability of tax-exempt obligations for investment by a fund and the value of a funds investments would be affected.
Opinions relating to the validity of municipal obligations and to the exclusion of interest thereon from gross income for regular federal
and/or state income tax purposes are rendered by bond counsel to the respective issuers at the time of issuance. A fund and its service providers will rely on such opinions and will not review the proceedings relating to the issuance of municipal
obligations or the bases for such opinions.
Information risk
. Information about the financial condition of
issuers of municipal obligations may be less available than about corporations whose securities are publicly traded.
State and Federal law risk
. Municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other
constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. There is also the possibility that, as a result of litigation or other conditions, the power or ability of any one or more issuers to pay, when
due, the principal of and interest on its or their municipal obligations may be materially affected.
Market and ratings
risk
. The yields on municipal obligations are dependent on a variety of factors, including economic and monetary conditions, general market conditions, supply and demand, general conditions of the municipal market, size of a particular
offering, the maturity of the obligation and the rating of the issue. Adverse economic, business, legal or political developments might affect all or substantial portions of a funds municipal obligations in the same manner.
Unfavorable developments in any economic sector may have far-reaching ramifications for the overall or any states municipal market.
Although the ratings of tax-exempt securities by ratings agencies are relative and subjective, and are not absolute standards
of quality, such ratings reflect the assessment of the ratings agency, at the time of issuance of the rating, of the economic viability of the issuer of a general obligation bond or, with respect to a revenue bond, the special revenue source, with
respect to the timely payment of interest and the repayment of principal in
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accordance with the terms of the obligation, but do not reflect an assessment of the market value of the obligation. See Appendix A for additional information regarding ratings. Consequently,
municipal obligations with the same maturity, coupon and rating may have different yields when purchased in the open market, while municipal obligations of the same maturity and coupon with different ratings may have the same yield.
Risks associated with sources of liquidity or credit support
. Issuers of municipal obligations may employ various forms of
credit and liquidity enhancements, including letters of credit, guarantees, swaps, puts and demand features, and insurance, provided by domestic or foreign entities such as banks and other financial institutions. Changes in the credit quality of the
entities providing the enhancement could affect the value of the securities or a funds share price. Banks and certain financial institutions are subject to extensive governmental regulation which may limit both the amounts and types of loans
and other financial commitments which may be made and interest rates and fees which may be charged. The profitability of the banking industry is largely dependent upon the availability and cost of capital for the purpose of financing lending
operations under prevailing money market conditions. Also, general economic conditions play an important part in the operation of the banking industry, and exposure to credit losses arising from possible financial difficulties of borrowers might
affect a banks ability to meet its obligations under a letter of credit.
Other
. Securities may be sold in
anticipation of a market decline (a rise in interest rates) or purchased in anticipation of a market rise (a decline in interest rates). In addition, a security may be sold and another purchased at approximately the same time to take advantage of
what the subadviser believes to be a temporary disparity in the normal yield relationship between the two securities. In general, the secondary market for tax- exempt securities in a funds portfolio may be less liquid than that for taxable
fixed-income securities. Accordingly, the ability of a fund to make purchases and sales of securities in the foregoing manner may be limited. Yield disparities may occur for reasons not directly related to the investment quality of particular issues
or the general movement of interest rates, but instead due to such factors as changes in the overall demand for or supply of various types of tax-exempt securities or changes in the investment objectives of investors.
Taxable Municipal Obligations
The market for taxable municipal obligations is relatively small, which may result in a lack of liquidity and in price volatility of those securities. Interest on taxable municipal obligations is
includable in gross income for regular federal income tax purposes. While interest on taxable municipal obligations may be exempt from personal taxes imposed by the state within which the obligation is issued, such interest will nevertheless
generally be subject to all other state and local income and franchise taxes.
Risks Inherent in an Investment in Different Types of
Municipal Securities
General Obligation Bonds
. General obligation bonds are backed by the issuers
pledge of its full faith, credit and taxing power for the payment of principal and interest. However, the taxing power of any governmental entity may be limited by provisions of state constitutions or laws and an entitys credit will depend on
many factors. Some such factors are the entitys tax base, the extent to which the entity relies on federal or state aid, and other factors which are beyond the entitys control.
Industrial Development Revenue Bonds (IDRs)
. IDRs are tax-exempt securities issued by states, municipalities,
public authorities or similar entities to finance the cost of acquiring, constructing or improving various projects. These projects are usually operated by corporate entities. IDRs are not general obligations of governmental entities backed by their
taxing power. Issuers are only obligated to pay amounts due on the IDRs to the extent that funds are available from the unexpended proceeds of the IDRs or receipts or revenues of the issuer. Payment of IDRs is solely dependent upon the
creditworthiness of the corporate operator of the project or corporate guarantor. Such corporate operators or guarantors that are industrial companies may be affected by many factors, which may have an adverse impact on the credit quality of the
particular company or industry.
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Hospital and Health Care Facility Bonds
. The ability of hospitals and
other health care facilities to meet their obligations with respect to revenue bonds issued on their behalf is dependent on various factors. Some such factors are the level of payments received from private third-party payors and government programs
and the cost of providing health care services. There can be no assurance that payments under governmental programs will be sufficient to cover the costs associated with their bonds. It also may be necessary for a hospital or other health care
facility to incur substantial capital expenditures or increased operating expenses to effect changes in its facilities, equipment, personnel and services. Hospitals and other health care facilities are additionally subject to claims and legal
actions by patients and others in the ordinary course of business. There can be no assurance that a claim will not exceed the insurance coverage of a health care facility or that insurance coverage will be available to a facility.
Single Family and Multi-Family Housing Bonds
. Multi-family housing revenue bonds and single family mortgage revenue bonds
are state and local housing issues that have been issued to provide financing for various housing projects. Multi-family housing revenue bonds are payable primarily from mortgage loans to housing projects for low to moderate income families.
Single-family mortgage revenue bonds are issued for the purpose of acquiring notes secured by mortgages on residences. The ability of housing issuers to make debt service payments on their obligations may be affected by various economic and
non-economic factors. Such factors include: occupancy levels, adequate rental income in multi-family projects, the rate of default on mortgage loans underlying single family issues and the ability of mortgage insurers to pay claims. All
single-family mortgage revenue bonds and certain multi-family housing revenue bonds are prepayable over the life of the underlying mortgage or mortgage pool. Therefore, the average life of housing obligations cannot be determined. However, the
average life of these obligations will ordinarily be less than their stated maturities. Mortgage loans are frequently partially or completely prepaid prior to their final stated maturities.
Power Facility Bonds
. The ability of utilities to meet their obligations with respect to bonds they issue is dependent on
various factors. These factors include the rates that they may charge their customers, the demand for a utilitys services and the cost of providing those services. Utilities are also subject to extensive regulations relating to the rates which
they may charge customers. Utilities can experience regulatory, political and consumer resistance to rate increases. Utilities engaged in long-term capital projects are especially sensitive to regulatory lags in granting rate increases. Utilities
are additionally subject to increased costs due to governmental environmental regulation and decreased profits due to increasing competition. Any difficulty in obtaining timely and adequate rate increases could adversely affect a utilitys
results of operations. The subadviser cannot predict the effect of such factors on the ability of issuers to meet their obligations with respect to bonds.
Water and Sewer Revenue Bonds
. Water and sewer bonds are generally payable from user fees. The ability of state and local water and sewer authorities to meet their obligations may be
affected by a number of factors. Some such factors are the failure of municipalities to utilize fully the facilities constructed by these authorities, declines in revenue from user charges, rising construction and maintenance costs, impact of
environmental requirements, the difficulty of obtaining or discovering new supplies of fresh water, the effect of conservation programs, the impact of no growth zoning ordinances and the continued availability of federal and state
financial assistance and of municipal bond insurance for future bond issues.
University and College Bonds
. The
ability of universities and colleges to meet their obligations is dependent upon various factors. Some of these factors of which an investor should be aware are the size and diversity of their sources of revenues, enrollment, reputation, management
expertise, the availability and restrictions on the use of endowments and other funds and the quality and maintenance costs of campus facilities. Also, in the case of public institutions, the financial condition of the relevant state or other
governmental entity and its policies with respect to education may affect an institutions ability to make payments on its own.
Lease Rental Bonds
. Lease rental bonds are predominantly issued by governmental authorities that have no taxing power or other means of directly raising revenues. Rather, the authorities are
financing vehicles created solely for the construction of buildings or the purchase of equipment that will be used by a state or local
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government. Thus, the bonds are subject to the ability and willingness of the lessee government to meet its lease rental payments, which include debt service on the bonds. Lease rental bonds are
subject to the risk that the lessee government is not legally obligated to budget and appropriate for the rental payments beyond the current fiscal year. These bonds are also subject to the risk of abatement in many states as rents cease in the
event that damage, destruction or condemnation of the project prevents its use by the lessee. Also, in the event of default by the lessee government, there may be significant legal and/or practical difficulties involved in the reletting or sale of
the project.
Capital Improvement Facility Bonds
. Capital improvement bonds are bonds issued to provide funds to
assist political subdivisions or agencies of a state through acquisition of the underlying debt of a state or local political subdivision or agency. The risks of an investment in such bonds include the risk of possible prepayment or failure of
payment of proceeds on and default of the underlying debt.
Solid Waste Disposal Bonds
. Bonds issued for solid
waste disposal facilities are generally payable from tipping fees and from revenues that may be earned by the facility on the sale of electrical energy generated in the combustion of waste products. The ability of solid waste disposal facilities to
meet their obligations depends upon the continued use of the facility, the successful and efficient operation of the facility and, in the case of waste-to-energy facilities, the continued ability of the facility to generate electricity on a
commercial basis. Also, increasing environmental regulation on the federal, state and local level has a significant impact on waste disposal facilities. While regulation requires more waste producers to use waste disposal facilities, it also imposes
significant costs on the facilities.
Moral Obligation Bonds
. A moral obligation bond is a type of revenue bond
issued by a state or municipality pursuant to legislation authorizing the establishment of a reserve fund to pay principal and interest payments if the issuer is unable to meet its obligations. The establishment of such a reserve fund generally
requires appropriation by the state legislature, which is not legally required. Accordingly, the establishment of a reserve fund is generally considered a moral commitment but not a legal obligation of the state or municipality that created the
issuer.
Refunded Bonds
. Refunded bonds are typically secured by direct obligations of the U.S. government, or
in some cases obligations guaranteed by the U.S. government, placed in an escrow account maintained by an independent trustee until maturity or a predetermined redemption date. These obligations are generally non- callable prior to maturity or the
predetermined redemption date. In a few isolated instances to date, however, bonds which were thought to be escrowed to maturity have been called for redemption prior to maturity.
Airport, Port and Highway Revenue Bonds
.
Certain facility revenue bonds are payable from and secured by the revenue from
the ownership and operation of particular facilities, such as airports, highways and port authorities. Airport operating income may be affected by the ability of airlines to meet their obligations under the agreements with airports. Similarly,
payment on bonds related to other facilities is dependent on revenues from the projects, such as use fees from ports, tolls on turnpikes and bridges and rents from buildings. Therefore, payment may be adversely affected by reduction in revenues due
to such factors and increased cost of maintenance or decreased use of a facility. The subadviser cannot predict what effect conditions may have on revenues which are required for payment on these bonds.
Special Tax Bonds
. Special tax bonds are payable from and secured by the revenues derived by a municipality from a
particular tax. Examples of such special taxes are a tax on the rental of a hotel room, the purchase of food and beverages, the rental of automobiles or the consumption of liquor. Special tax bonds are not secured by the general tax revenues of the
municipality, and they do not represent general obligations of the municipality. Therefore, payment on special tax bonds may be adversely affected by a reduction in revenues realized from the underlying special tax. Also, should spending on the
particular goods or services that are subject to the special tax decline, the municipality may be under no obligation to increase the rate of the special tax to ensure that sufficient revenues are raised from the shrinking taxable base.
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Tax Allocation Bonds
. Tax allocation bonds are typically secured by
incremental tax revenues collected on property within the areas where redevelopment projects financed by bond proceeds are located. Such payments are expected to be made from projected increases in tax revenues derived from higher assessed values of
property resulting from development in the particular project area and not from an increase in tax rates. Special risk considerations include: reduction of, or a less than anticipated increase in, taxable values of property in the project area;
successful appeals by property owners of assessed valuations; substantial delinquencies in the payment of property taxes; or imposition of any constitutional or legislative property tax rate decrease.
Tobacco Settlement Revenue Bonds
. Tobacco settlement revenue bonds are secured by a state or local governments
proportionate share in the Master Settlement Agreement (MSA). The MSA is an agreement, reached out of court in November 1998 between the attorneys general of 46 states (Florida, Minnesota, Mississippi and Texas all settled independently)
and six other U.S. jurisdictions (including the District of Columbia, Puerto Rico and Guam), and the four largest U.S. tobacco manufacturers at that time (Philip Morris, RJ Reynolds, Brown & Williamson, and Lorillard). Subsequently, smaller
tobacco manufacturers signed on to the MSA. The MSA basically provides for payments annually by the manufacturers to the states and jurisdictions in perpetuity, in exchange for releasing all claims against the manufacturers and a pledge of no
further litigation. The MSA established a base payment schedule and a formula for adjusting payments each year. Manufacturers pay into a master escrow trust based on their market share, and each state receives a fixed percentage of the payment as
set forth in the MSA. Annual payments are highly dependent on annual domestic cigarette shipments and inflation, as well as several other factors. As a result, payments made by tobacco manufacturers could be negatively impacted by a decrease in
tobacco consumption over time. A market share loss by the MSA companies to non-MSA participating manufacturers would also cause a downward adjustment in the payment amounts. A participating manufacturer filing for bankruptcy could cause delays or
reductions in bond payments.
Certain tobacco settlement revenue bonds are issued with turbo redemption features.
Under this turbo structure, all available excess revenues are applied as an early redemption to the designated first turbo maturity until it is completely repaid, and then to the next turbo maturity until paid in full, and so on. The result is that
the returned principal creates an average maturity that could be much shorter than the legal final maturity.
Transit
Authority Bonds
. Mass transit is generally not self-supporting from fare revenues. Therefore, additional financial resources must be made available to ensure operation of mass transit systems as well as the timely payment of debt service.
Often such financial resources include federal and state subsidies, lease rentals paid by funds of the state or local government or a pledge of a special tax. If fare revenues or the additional financial resources do not increase appropriately to
pay for rising operating expenses, the ability of the issuer to adequately service the debt may be adversely affected.
Convention Facility Bonds
. Bonds in the convention facilities category include special limited obligation securities issued
to finance convention and sports facilities payable from rental payments and annual governmental appropriations. The governmental agency is not obligated to make payments in any year in which the monies have not been appropriated to make such
payments. In addition, these facilities are limited use facilities that may not be used for purposes other than as convention centers or sports facilities.
Correctional Facility Bonds
. Bonds in the correctional facilities category include special limited obligation securities issued to construct, rehabilitate and purchase correctional
facilities payable from governmental rental payments and/or appropriations.
Illiquid Assets
A fund may not purchase or otherwise acquire any security if, as a result, more than 15% of its net assets would be invested in securities
and other assets that are illiquid. Illiquid assets are assets that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value at which they are being carried on a funds books. These assets
include, among others, certain securities that are subject to legal or
38
contractual restrictions on resale, certain derivative products and any repurchase transactions that do not mature within seven days. The fund may not be able to sell illiquid securities and
other assets in its portfolio at a time when the sale would be desirable or at a price the fund deems representative of their value. Disposing of illiquid investments may involve time-consuming negotiation and expenses.
Certain restricted securities can be traded freely among qualified purchasers in accordance with Rule 144A under the Securities Act of
1933 (the 1933 Act). The SEC has stated that an investment companys board of directors, or its investment adviser acting under authority delegated by the board, may determine that a security eligible for trading under this rule is
liquid. The Board of Trustees (the Board) has delegated to the subadviser authority to determine whether particular securities eligible for trading under Rule 144A are and continue to be liquid. Investing in these
restricted securities could have the effect of increasing a funds illiquidity, however, if qualified purchasers become uninterested in buying these securities.
Investment Company Securities
Subject to applicable statutory and
regulatory limitations, a fund may invest in shares of other investment companies, including shares of other mutual funds,
closed-end
funds, and unregistered investment companies. Investments in other
investment companies are subject to the risk of the securities in which those investment companies invest. In addition, to the extent a fund invests in securities of other investment companies, fund shareholders would indirectly pay a portion of the
operating costs of such companies in addition to the expenses of the funds own operation. These costs include management, brokerage, shareholder servicing and other operational expenses.
A fund may invest in shares of mutual funds or unit investment trusts that are traded on a stock exchange, called exchange-traded funds
or ETFs. Typically an ETF seeks to track the performance of an index, such as the S&P 500, the NASDAQ 100, or more narrow sector or foreign indices, by holding in its portfolio either the same securities that comprise the index, or a
representative sample of the index. Investing in an ETF will give a fund exposure to the securities comprising the index on which the ETF is based.
Unlike shares of typical mutual funds or unit investment trusts, shares of ETFs are designed to be traded throughout a trading day, bought and sold based on market values and not at net asset value. For
this reason, shares could trade at either a premium or discount to net asset value. However, the portfolios held by index-based ETFs are publicly disclosed on each trading day, and an approximation of actual net asset value is disseminated
throughout the trading day. Because of this transparency, the trading prices of index based ETFs tend to closely track the actual net asset value of the underlying portfolios and a fund will generally gain or lose value depending on the performance
of the index. However, gains or losses on a funds investment in ETFs will ultimately depend on the purchase and sale price of the ETF. A fund may invest in ETFs that are actively managed. Actively managed ETFs do not have the transparency of
index-based ETFs, and also therefore, are more likely to trade at a discount or premium to actual net asset values.
A fund
may invest in
closed-end
investment companies which hold securities of U.S. and/or
non-U.S.
issuers. Because shares of
closed-end
funds trade on an exchange, investments in
closed-end
investment funds may entail the additional risk that the market value of such investments may be substantially less than their net asset value.
Real Estate Investment Trusts
A fund may invest in real estate investment trusts (REITs). REITs are pooled investment vehicles which invest primarily in income producing real estate, or real estate related loans or
interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of
rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage
39
REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided
they comply with the applicable requirements of the Code. Debt securities issued by REITs, for the most part, are general and unsecured obligations and are subject to risks associated with REITs.
Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in
general. An equity REIT may be affected by changes in the value of the underlying properties owned by the REIT. A mortgage REIT may be affected by changes in interest rates and the ability of the issuers of its portfolio mortgages to repay their
obligations. REITs are dependent upon the skills of their managers and are not diversified. REITs are generally dependent upon maintaining cash flows to repay borrowings and to make distributions to shareholders and are subject to the risk of
default by lessees or borrowers. REITs whose underlying assets are concentrated in properties used by a particular industry, such as health care, are also subject to industry related risks.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REITs
investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. If the REIT invests in adjustable rate mortgage loans the
interest rates on which are reset periodically, yields on a REITs investments in such loans will gradually align themselves to reflect changes in market interest rates. This causes the value of such investments to fluctuate less dramatically
in response to interest rate fluctuations than would investments in fixed rate obligations. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements
than larger company securities. Historically, REITs have been more volatile in price than the larger capitalization stocks included in S&P 500 Index.
Preferred Stock
A fund may invest in preferred stock. Preferred stock
pays dividends at a specified rate and has preference over common stock in the payment of dividends and the liquidation of an issuers assets but is junior to the debt securities of the issuer in those same respects. The market prices of
preferred stocks are subject to changes in interest rates and are more sensitive to changes in an issuers creditworthiness than are the prices of debt securities. Shareholders of preferred stock may suffer a loss of value if dividends are not
paid. Under ordinary circumstances, preferred stock does not carry voting rights. In addition, a fund may receive stocks or warrants as a result of an exchange or tender of fixed income securities.
Equity Securities
Although the funds invest principally in fixed income securities and related investments, a fund may from time to time invest in or
receive equity securities and equity-like securities. Equity securities include warrants, rights, exchange traded and
over-the-counter
common stocks, baskets of equity
securities such as exchange traded funds, depositary receipts, trust certificates, limited partnership interests, and shares of other investment companies and real estate investment trusts.
Equity securities represent an ownership interest in the issuing company. Holders of equity securities are not creditors of the company,
and in the event of the liquidation of the company, would be entitled to their pro rata share of the companys assets, if any, after creditors, including the holders of fixed income securities, and holders of any senior equity securities are
paid. Equity securities generally have greater price volatility than fixed income securities.
Warrants and rights permit, but
do not obligate, their holders to subscribe for other securities. Warrants and rights are subject to the same market risks as stocks, but may be more volatile in price. An investment in warrants or rights may be considered speculative. In addition,
the value of a warrant or right does not necessarily change with the value of the underlying securities and a warrant or right ceases to have value if it is not exercised prior to its expiration date.
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Forward Roll Transactions
In forward roll transactions, also known as mortgage dollar rolls, a fund sells mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a specified future date. A fund may enter into a mortgage dollar roll commitment with the intention of entering into an offsetting transaction whereby, rather than accepting
delivery of the security on the specified future date, the fund sells the security and then agrees to repurchase a similar security at a later time. In this case, the fund forgoes interest on the security during the roll period and is compensated by
the interest earned on the cash proceeds of the initial sale of the security and by the difference between the sale price and the lower repurchase price at the future date. At the time a fund enters into a mortgage dollar roll commitment, the fund
will set aside cash or other appropriate liquid securities with a value at least equal to the funds obligation under the commitment. A funds liquidity and ability to manage its assets might be affected when it sets aside cash or
portfolio securities to cover such commitments.
Mortgage dollar rolls involve the risk that the market value of the
securities the fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a mortgage dollar roll files for bankruptcy or becomes insolvent, a funds use of proceeds of
the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the funds obligation to repurchase the securities.
Forward roll transactions may have a leveraging effect on a fund, making the value of an investment in the fund more volatile and
increasing the funds overall investment exposure.
See
Forward Commitments and When-Issued
Securities
below.
Forward Commitments and When-Issued Securities
A fund may purchase securities on a when-issued or to be announced or forward delivery basis. The
payment obligation and the interest rate that will be received on the when-issued securities are fixed at the time the buyer enters into the commitment although settlement, i.e., delivery of and payment for the securities, takes place at
a later date. In a to be announced transaction, a fund commits to purchase securities for which all specific information is not known at the time of the trade.
Securities purchased on a when-issued or forward delivery basis are subject to changes in value based upon the markets perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates. The value of these securities experiences appreciation when interest rates decline and depreciation when interest rates rise. Purchasing securities on a when-issued or
forward delivery basis can involve a risk that the yields available in the market on the settlement date may actually be higher or lower than those obtained in the transaction itself. At the time a fund enters into a
when-issued or forward delivery commitment, the fund will set aside cash or other appropriate liquid securities with a value at least equal to the funds obligation under the commitment. A funds liquidity and
ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments.
An
increase in the percentage of a funds assets committed to the purchase of securities on a when-issued basis may increase the volatility of its net asset value.
Repurchase Agreements
Under the terms of a typical repurchase
agreement, the fund would acquire one or more underlying debt obligations, frequently obligations issued by the U.S. government or its agencies or instrumentalities, for a relatively short period (typically overnight, although the term of an
agreement may be many months), subject to an obligation of the seller to repurchase, and the fund to resell, the obligation at an agreed-upon time and price.
41
The repurchase price is typically greater than the purchase price paid by the fund, thereby determining the funds yield. A repurchase agreement is similar to, and may be treated as, a
secured loan, where the fund loans cash to the counterparty and the loan is secured by the purchased securities as collateral. All repurchase agreements entered into by the fund are required to be collateralized so that at all times during the term
of a repurchase agreement, the value of the underlying securities is at least equal to the amount of the repurchase price. Also, the fund or its custodian is required to have control of the collateral, which the subadviser believes will give the
fund a valid, perfected security interest in the collateral.
Repurchase agreements could involve certain risks in the event
of default or insolvency of the other party, including possible delays or restrictions upon the funds ability to dispose of the underlying securities, the risk of a possible decline in the value of the underlying securities during the period
in which the fund seeks to assert its right to them, the risk of incurring expenses associated with asserting those rights and the risk of losing all or part of the income from the agreement. If the fund enters into a repurchase agreement involving
securities the fund could not purchase directly, and the counterparty defaults, the fund may become the holder of securities that it could not purchase. These repurchase agreements may be subject to greater risks. In addition, these repurchase
agreements may be more likely to have a term to maturity of longer than seven days.
Repurchase agreements maturing in more
than seven days are considered to be illiquid.
Pursuant to an exemptive order issued by the SEC, the fund, along with other
affiliated entities managed by the manager, may transfer uninvested cash balances into one or more joint accounts for the purpose of entering into repurchase agreements secured by cash and U.S. government securities, subject to certain conditions.
Borrowings
A fund may engage in borrowing transactions as a means of raising cash to satisfy redemption requests, for other temporary or emergency purposes or, to the extent permitted by its investment policies, to
raise additional cash to be invested by the subadviser in other securities or instruments in an effort to increase the funds investment returns. Reverse repurchase agreements may be considered to be a type of borrowing.
When a fund invests borrowing proceeds in other securities, the fund will be at risk for any fluctuations in the market value of the
securities in which the proceeds are invested. Like other leveraging risks, this makes the value of an investment in a fund more volatile and increases the funds overall investment exposure. In addition, if a funds return on its
investment of the borrowing proceeds does not equal or exceed the interest that a fund is obligated to pay under the terms of a borrowing, engaging in these transactions will lower the funds return.
A fund may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make payments
with respect to its borrowing obligations. This could adversely affect the subadvisers strategy and result in lower fund returns. Interest on any borrowings will be a fund expense and will reduce the value of a funds shares.
A fund may borrow on a secured or on an unsecured basis. If a fund enters into a secured borrowing arrangement, a portion of the
funds assets will be used as collateral. During the term of the borrowing, the fund will remain at risk for any fluctuations in the market value of these assets in addition to any securities purchased with the proceeds of the loan. In
addition, a fund may be unable to sell the collateral at a time when it would be advantageous to do so, which could adversely affect the subadvisers strategy and result in lower fund returns. The fund would also be subject to the risk that the
lender may file for bankruptcy, become insolvent, or otherwise default on its obligations to return the collateral to the fund. In the event of a default by the lender, there may be delays, costs and risks of loss involved in a funds
exercising its rights with respect to the collateral or those rights may be limited by other contractual agreements or obligations or by applicable law.
42
The 1940 Act requires a fund to maintain an asset coverage of at least 300%
of the amount of its borrowings, provided that in the event that the funds asset coverage falls below 300%, the fund is required to reduce the amount of its borrowings so that it meets the 300% asset coverage threshold within three days (not
including Sundays and holidays). Asset coverage means the ratio that the value of the funds total assets, minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Although complying with this guideline would
have the effect of limiting the amount that a fund may borrow, it does not otherwise mitigate the risks of entering into borrowing transactions.
Reverse Repurchase Agreements
Each fund may enter into reverse repurchase
agreements. A reverse repurchase agreement has the characteristics of a secured borrowing by a fund and creates leverage in a funds portfolio. In a reverse repurchase transaction, a fund sells a portfolio instrument to another person, such as
a financial institution or broker/dealer, in return for cash. At the same time, a fund agrees to repurchase the instrument at an
agreed-upon
time and at a price that is greater than the amount of cash that the
fund received when it sold the instrument, representing the equivalent of an interest payment by the fund for the use of the cash. During the term of the transaction, a fund will continue to receive any principal and interest payments (or the
equivalent thereof) on the underlying instruments.
The funds may engage in reverse repurchase agreements as a means of
raising cash to satisfy redemption requests or for other temporary or emergency purposes. Unless otherwise limited in the Prospectus or this SAI, each fund may also engage in reverse repurchase agreements to the extent permitted by its fundamental
investment policies in order to raise additional cash to be invested by the subadviser in other securities or instruments in an effort to increase the funds investment returns.
During the term of the transaction, a fund will remain at risk for any fluctuations in the market value of the instruments subject to the
reverse repurchase agreement as if it had not entered into the transaction. When a fund reinvests the proceeds of a reverse repurchase agreement in other securities, the fund will also be at risk for any fluctuations in the market value of the
securities in which the proceeds are invested. Like other leveraging risks, this makes the value of an investment in a fund more volatile and increases the funds overall investment exposure. In addition, if a funds return on its
investment of the proceeds of the reverse repurchase agreement does not equal or exceed the implied interest that it is obligated to pay under the reverse repurchase agreement, engaging in the transaction will lower the funds return.
When a fund enters into a reverse repurchase agreement, it is subject to the risk that the buyer under the agreement may file
for bankruptcy, become insolvent, or otherwise default on its obligations to the fund. In the event of a default by the counterparty, there may be delays, costs and risks of loss involved in the funds exercising its rights under the agreement,
or those rights may be limited by other contractual agreements or obligations or by applicable law.
In addition, a fund may
be unable to sell the instruments subject to the reverse repurchase agreement at a time when it would be advantageous to do so, or may be required to liquidate portfolio securities at a time when it would be disadvantageous to do so in order to make
payments with respect to its obligations under a reverse repurchase agreement. This could adversely affect the subadvisers strategy and result in lower fund returns. At the time a fund enters into a reverse repurchase agreement, the fund is
required to set aside cash or other appropriate liquid securities in the amount of the funds obligation under the reverse repurchase agreement or take certain other actions in accordance with SEC guidelines, which may affect the funds
liquidity and ability to manage its assets. Although complying with SEC guidelines would have the effect of limiting the amount of fund assets that may be committed to reverse repurchase agreements and other similar transactions at any time, it does
not otherwise mitigate the risks of entering into reverse repurchase agreements.
43
Subordinated Securities
A fund may invest in securities which are subordinated or junior to more senior securities of the issuer, or which represent interests in pools of such subordinated or junior securities. Such
securities may include
so-called
high yield or junk bonds (i.e., bonds that are rated below investment grade by a rating agency or that are deemed by the subadviser to be of equivalent
quality) and preferred stock. Under the terms of subordinated securities, payments that would otherwise be made to their holders may be required to be made to the holders of more senior securities, and/or the subordinated or junior securities may
have junior liens, if they have any rights at all, in any collateral (meaning proceeds of the collateral are required to be paid first to the holders of more senior securities). As a result, subordinated or junior securities will be
disproportionately adversely affected by a default or even a perceived decline in creditworthiness of the issuer.
Short-Term Trading
Fund transactions will be undertaken principally to accomplish a funds investment objective in relation to
anticipated movements in the general level of interest rates, but a fund may also engage in short-term trading consistent with its investment objective.
New Investment Products
New types of derivative instruments, hedging
instruments and other securities or instruments are developed and marketed from time to time. Consistent with its investment limitations, each fund expects to invest in those new types of securities and instruments that the subadviser believes may
assist the fund in achieving its investment objective.
Alternative Investment Strategies and Temporary Investments
At times the subadviser may judge that conditions in the securities markets make pursuing a funds typical investment strategy
inconsistent with the best interest of its shareholders. At such times, the subadviser may temporarily use alternative strategies, primarily designed to reduce fluctuations in the value of a funds assets. In implementing these defensive
strategies, a fund may invest without limit in securities that the subadviser believes present less risk to a fund, including equity securities, debt and fixed income securities, preferred stocks, U.S. government and agency obligations, cash or
money market instruments, certificates of deposit, demand and time deposits, bankers acceptance or other securities the subadviser considers consistent with such defensive strategies, such as, but not limited to, options, futures, warrants or
swaps. During periods in which such strategies are used, the duration of a fund may diverge from the duration range for that fund disclosed in its Prospectus (if applicable). It is impossible to predict when, or for how long, a fund will use these
alternative strategies. As a result of using these alternative strategies, a fund may not achieve its investment objective.
Ratings as
Investment Criteria
In general, the ratings of NRSROs represent the opinions of these agencies as to the quality of
securities that they rate. Such ratings, however, are relative and subjective, are not absolute standards of quality and do not evaluate the market value risk of the securities. These ratings will be used by the funds as initial criteria for the
selection of portfolio securities, but the funds also will rely upon the independent advice of the subadviser to evaluate potential investments. Among the factors that will be considered are the long-term ability of the issuer to pay principal and
interest and general economic trends. Appendix B to this SAI contains further information concerning the rating categories of NRSROs and their significance.
In the event that a security is rated by different agencies and receives different ratings from these agencies, a fund will treat the security as being rated in the highest rating category received by an
agency.
If, after purchase, the credit rating on a security is downgraded or the credit quality deteriorates, or if the
maturity is extended, the subadviser will decide whether the security should be held or sold. Upon the occurrence
44
of certain triggering events or defaults, the investors in a security held by a fund may become the holders of underlying assets. In that case, the fund may become the holder of securities that
it could not otherwise purchase at a time when those assets may be difficult to sell or can be sold only at a loss.
Duration
For the simplest fixed income securities, duration indicates the average time at which the securitys
cash flows are to be received. For simple fixed income securities with interest payments occurring prior to the payment of principal, duration is always less than maturity. For example, a current coupon bullet bond with a maturity of 3.5
years (i.e., a bond that pays interest at regular intervals and that will have a single principal payment of the entire principal amount in 3.5 years) might have a duration of approximately three years. In general, the lower the stated or coupon
rate of interest of a fixed income security, the closer its duration will be to its final maturity; conversely, the higher the stated or coupon rate of interest of a fixed income security, the shorter its duration will be compared to its final
maturity.
Determining duration becomes more complex when fixed income security features like floating or adjustable
coupon payments, optionality (for example, the right of the issuer to prepay or call the security), and structuring (for example, the right of the holders of certain securities to receive priority as to the issuers cash flows) are considered.
The calculation of effective duration attempts to take into account optionality and other complex features. Generally, the longer the effective duration of a security, the greater will be the expected change in the percentage price of
the security with respect to a change in the securitys own yield. By way of illustration, a security with an effective duration of 3.5 years might normally be expected to go down in price by 35 basis points if its yield goes up by 10 basis
points, while another security with an effective duration of 4.0 years might normally be expected to go down in price by 40 basis points if its yield goes up by 10 basis points.
The assumptions that are made about a securitys features and options when calculating effective duration may prove to be incorrect.
For example, many mortgage pass-through securities may have stated final maturities of 30 years, but current prepayment rates, which can vary widely under different economic conditions, may have a large influence on the pass-through securitys
response to changes in yield. In these situations, the subadviser may consider other analytical techniques that seek to incorporate the securitys additional features into the determination of its response to changes in its yield.
A security may change in price for a variety of reasons. For example, floating rate securities may have final maturities of ten or more
years, but their effective durations will tend to be very short. If there is an adverse credit event, or a perceived change in the issuers creditworthiness, these securities could experience a far greater negative price movement than would be
predicted by the change in the securitys yield in relation to its effective duration.
As a result, investors should be
aware that effective duration is not an exact measurement and may not reliably predict a securitys price sensitivity to changes in yield or interest rates.
Lending of Portfolio Securities
Consistent with applicable regulatory
requirements, a fund may lend portfolio securities to brokers, dealers and other financial organizations meeting capital and other credit requirements or other criteria established by the Board. Loans of securities will be secured continuously by
collateral in cash, cash equivalents, or U.S. government obligations maintained on a current basis at an amount at least equal to the market value of the securities loaned. Cash collateral received by a fund will be invested in high quality
short-term instruments, or in one or more funds maintained by the lending agent for the purpose of investing cash collateral. During the term of the loan, a fund will continue to have investment risk with respect to the security loaned, as well as
risk with respect to the investment of the cash collateral. Either party has the right to terminate a loan at any time on customary industry settlement notice (which will not usually exceed three business days). During the existence of
45
a loan, a fund will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities loaned and, with respect to cash collateral, will receive any income
generated by the funds investment of the collateral (subject to a rebate payable to the borrower and a percentage of the income payable to the lending agent). Where the borrower provides a fund with collateral other than cash, the borrower is
also obligated to pay the fund or portfolio a fee for use of the borrowed securities. A fund does not have the right to vote any securities having voting rights during the existence of the loan, but would retain the right to call the loan in
anticipation of an important vote to be taken among holders of the securities or of the giving or withholding of their consent on a material matter affecting the investment. As with other extensions of credit, there are risks of delay in recovery or
even loss of rights in the collateral should the borrower fail financially. In addition, a fund could suffer loss if the loan terminates and the fund is forced to liquidate investments at a loss in order to return the cash collateral to the buyer.
If a subadviser determines to make loans, it is not intended that the value of the securities loaned by a fund would exceed
33
1
/
3
% of the value of its net assets.
The funds do not currently intend to
engage in securities lending, although a fund may engage in transactions (such as reverse repurchase agreements) which have similar characteristics.
Commodity Exchange Act Regulation
Each fund is operated by persons who
have claimed an exclusion, granted to operators of registered investment companies like the funds, from registration as a commodity pool operator with respect to the funds under the Commodity Exchange Act (the CEA), and,
therefore, are not subject to registration or regulation with respect to the funds under the CEA. As a result, a fund is limited in its ability to trade instruments subject to the CFTCs jurisdiction, including commodity futures (which include
futures on broad-based securities indexes, interest rate futures and currency futures), options on commodity futures, certain swaps or other investments (whether directly or indirectly through investments in other investment vehicles).
Under this exclusion, a fund must satisfy one of the following two trading limitations whenever it enters into a new commodity trading
position: (1) the aggregate initial margin and premiums required to establish the funds positions in CFTC-regulated instruments may not exceed 5% of the liquidation value of the funds portfolio (after accounting for unrealized
profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the
funds portfolio (after accounting for unrealized profits and unrealized losses on any such positions). The fund would not be required to consider its exposure to such instruments if they were held for bona fide hedging purposes, as
such term is defined in the rules of the CFTC. In addition to meeting one of the foregoing trading limitations, a fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the markets for CFTC-regulated instruments.
INVESTMENT POLICIES
Each fund has adopted the fundamental and
non-fundamental
investment policies below for the
protection of shareholders. Fundamental investment policies of a fund may not be changed without the vote of a majority of the outstanding voting securities of the fund, defined under the 1940 Act as the lesser of (a) 67% or more of the voting
securities of the fund present at a shareholder meeting, if the holders of more than 50% of the voting securities of the fund are present in person or represented by proxy, or (b) more than 50% of the voting securities of the fund. The Board
may change
non-fundamental
investment policies at any time.
If any percentage
restriction described below is complied with at the time of an investment, a later increase or decrease in the percentage resulting from a change in values or assets will not constitute a violation of such restriction.
Each funds investment objective is
non-fundamental.
46
Each funds fundamental investment policies are as follows:
(1) The fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the
SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(2) The fund may not engage in the business of underwriting the securities of other issuers except as permitted by
(i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(3) The fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(4) The fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(5) The fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or
modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(6) The fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the
1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
(7) Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority with
appropriate jurisdiction, the fund may not make any investment if, as a result, the funds investments will be concentrated in any one industry.
With respect to the fundamental policy relating to borrowing money set forth in (1) above, the 1940 Act permits a fund to borrow money in amounts of up to
one-third
of the funds total assets from banks for any purpose, and to borrow up to 5% of the funds total assets from banks or other lenders for temporary purposes. (A funds total assets
include the amounts being borrowed.) To limit the risks attendant to borrowing, the 1940 Act requires the fund to maintain an asset coverage of at least 300% of the amount of its borrowings, provided that in the event that the
funds asset coverage falls below 300%, the fund is required to reduce the amount of its borrowings so that it meets the 300% asset coverage threshold within three days (not including Sundays and holidays). Asset coverage means the ratio that
the value of the funds total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Certain trading practices and investments, such as reverse repurchase agreements, may
be considered to be borrowings and thus subject to the 1940 Act restrictions. Borrowing money to increase portfolio holdings is known as leveraging. Borrowing, especially when used for leverage, may cause the value of a funds
shares to be more volatile than if the fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the funds portfolio holdings. Borrowed money thus creates an opportunity for greater
gains, but also greater losses. To repay borrowings, a fund may have to sell securities at a time and at a price that is unfavorable to the fund. There also are costs associated with borrowing money, and these costs would offset and could eliminate
a funds net investment income in any given period. The policy in (1) above will be interpreted to permit a fund to engage in trading practices and investments that may be considered to be borrowing to the extent permitted by the 1940 Act.
Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve leverage but are not
considered to be borrowings are not subject to the policy.
47
With respect to the fundamental policy relating to underwriting set forth in (2) above,
the 1940 Act does not prohibit a fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, the 1940 Act permits a fund to have underwriting commitments of up to 25% of its assets under certain
circumstances. Those circumstances currently are that the amount of the funds underwriting commitments, when added to the value of the funds investments in issuers where the fund owns more than 10% of the outstanding voting securities of
those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an underwriter under the 1933 Act. Under the 1933 Act, an underwriter may be liable
for material omissions or misstatements in an issuers registration statement or prospectus. Securities purchased from an issuer and not registered for sale under the 1933 Act are considered restricted securities. There may be a limited market
for these securities. If these securities are registered under the 1933 Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to a fund investing in restricted
securities. Although it is not believed that the application of the 1933 Act provisions described above would cause a fund to be engaged in the business of underwriting, the policy in (2) above will be interpreted not to prevent the fund from
engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the fund may be considered to be an underwriter under the 1933 Act.
With respect to the fundamental policy relating to lending set forth in (3) above, the 1940 Act does not prohibit a fund from making
loans; however, SEC staff interpretations currently prohibit funds from lending more than
one-third
of their total assets, except through the purchase of debt obligations or the use of repurchase agreements.
(A repurchase agreement is an agreement to purchase a security, coupled with an agreement to sell that security back to the original seller on an agreed-upon date at a price that reflects current interest rates. The SEC frequently treats repurchase
agreements as loans.) While lending securities may be a source of income to a fund, as with other extensions of credit, there are risks of delay in recovery or even loss of rights in the underlying securities should the borrower fail financially.
However, loans would be made only when the manager or the subadviser believes the income justifies the attendant risks. A fund also will be permitted by this policy to make loans of money, including to other funds. A fund would have to obtain
exemptive relief from the SEC to make loans to other funds. The policy in (3) above will be interpreted not to prevent a fund from purchasing or investing in debt obligations and loans. In addition, collateral arrangements with respect to
options, forward currency and futures transactions and other derivative instruments, as well as delays in the settlement of securities transactions, will not be considered loans.
With respect to the fundamental policy relating to issuing senior securities set forth in (4) above, senior securities
are defined as fund obligations that have a priority over a funds shares with respect to the payment of dividends or the distribution of fund assets. The 1940 Act prohibits a fund from issuing senior securities except that the fund may borrow
money in amounts of up to
one-third
of the funds total assets from banks for any purpose. A fund also may borrow up to 5% of the funds total assets from banks or other lenders for temporary
purposes, and these borrowings are not considered senior securities. The issuance of senior securities by a fund can increase the speculative character of the funds outstanding shares through leveraging. Leveraging of a funds portfolio
through the issuance of senior securities magnifies the potential for gain or loss on monies, because even though the funds net assets remain the same, the total risk to investors is increased to the extent of the funds gross assets. The
policy in (4) above will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin.
With respect to the fundamental policy relating to real estate set forth in (5) above, the 1940 Act does not prohibit a fund from
owning real estate; however, a fund is limited in the amount of illiquid assets it may purchase. Investing in real estate may involve risks, including that real estate is generally considered illiquid and may be difficult to value and sell. Owners
of real estate may be subject to various liabilities, including environmental liabilities. To the extent that investments in real estate are considered illiquid, the current SEC staff position generally limits a funds purchases of illiquid
securities to 15% of net assets. The policy in (5) above will be interpreted not to prevent a fund from investing in real estate-related companies, companies whose businesses consist in whole or in part of investing in real estate, instruments
(like mortgages) that are secured by real estate or interests therein, or real estate investment trust securities.
48
With respect to the fundamental policy relating to commodities set forth in (6) above,
the 1940 Act does not prohibit a fund from owning commodities, whether physical commodities and contracts related to physical commodities (such as oil or grains and related futures contracts), or financial commodities and contracts related to
financial commodities (such as currencies and, possibly, currency futures). However, a fund is limited in the amount of illiquid assets it may purchase. To the extent that investments in commodities are considered illiquid, the current SEC staff
position generally limits a funds purchases of illiquid securities to 15% of net assets. If a fund were to invest in a physical commodity or a physical commodity-related instrument, the fund would be subject to the additional risks of the
particular physical commodity and its related market. The value of commodities and commodity-related instruments may be extremely volatile and may be affected either directly or indirectly by a variety of factors. There also may be storage charges
and risks of loss associated with physical commodities. The policy in (6) above will be interpreted to permit investments in exchange traded funds that invest in physical and/or financial commodities.
With respect to the fundamental policy relating to concentration set forth in (7) above, the 1940 Act does not define what
constitutes concentration in an industry. The SEC staff has taken the position that investment of 25% or more of a funds total assets in one or more issuers conducting their principal activities in the same industry or group of
industries constitutes concentration. It is possible that interpretations of concentration could change in the future. A fund that invests a significant percentage of its total assets in a single industry may be particularly susceptible to adverse
events affecting that industry and may be more risky than a fund that does not concentrate in an industry. The policy in (7) above will be interpreted to refer to concentration as that term may be interpreted from time to time. In addition, the
term industry will be interpreted to include a related group of industries. The policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities
of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations.
Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on
investment in issuers domiciled in a single jurisdiction or country. The policy also will be interpreted to give broad authority to a fund as to how to classify issuers within or among industries or groups of industries. The funds have been advised
by the staff of the SEC that the staff currently views securities issued by a foreign government to be in a single industry for purposes of calculating applicable limits on concentration.
The funds fundamental policies are written and will be interpreted broadly. For example, the policies will be interpreted to refer
to the 1940 Act and the related rules as they are in effect from time to time, and to interpretations and modifications of or relating to the 1940 Act by the SEC and others as they are given from time to time. When a policy provides that an
investment practice may be conducted as permitted by the 1940 Act, the policy will be interpreted to mean either that the 1940 Act expressly permits the practice or that the 1940 Act does not prohibit the practice.
Non-Fundamental Investment Policy
If at any time another registered open-end investment company that is part of the same group of investment companies as the fund invests in the fund in reliance upon the provisions of subparagraphs
(G) of Section 12(d)(1) of the 1940 Act, the fund will not invest in other registered open-end investment companies and registered unit investment trusts in reliance upon the provisions of subparagraphs (G) or (F) of
Section 12(d)(1) of the 1940 Act.
Diversification
SMASh Series M Fund is currently classified as a diversified fund under the 1940 Act. This means that the fund may not purchase securities of an issuer (other than obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities) if, with respect to 75% of its total assets, (a) more than 5% of the funds total assets would be invested in securities of that issuer, or (b) the fund would hold more than 10% of
the
49
outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the fund can invest more than 5% of its assets in one issuer. When the assets and revenues of
an agency, authority, instrumentality or other political subdivision are separate from those of the government creating the issuing entity and only the assets and revenues of such entity back the security, such entity is deemed to be the sole
issuer. Similarly, in the case of a private activity bond, if only the assets and revenues of the nongovernmental user back that bond, then such nongovernmental user is deemed to be the sole issuer. If, however, in either case, the creating
government or some other entity guarantees a security, such a guarantee would be considered a separate security and is to be treated as an issue of such government or other entity. A fund may only change to
non-diversified
status with the approval of the funds shareholders. Under the 1940 Act, such approval requires the affirmative vote (a) of 67% or more of the voting securities present at an annual
or special meeting, if the holders of more than 50% of the outstanding voting securities of the fund are present or represented by proxy, or (b) of more than 50% of the outstanding voting securities of the fund, whichever is less.
Each of SMASh Series C Fund and SMASh Series EC Fund is currently classified as a
non-diversified
fund under the 1940 Act. A
non-diversified
fund can invest a greater portion of its assets in a single issuer or a limited number of issuers than may a diversified fund. In this regard, a
non-diversified
fund is subject to greater risk than a diversified fund. Under the 1940 Act, a fund may change its classification from
non-diversified
to diversified without
shareholder approval.
PORTFOLIO TURNOVER
For reporting purposes, a funds portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio
securities for the fiscal year by the monthly average of the value of the portfolio securities owned by the fund during the fiscal year. In determining such portfolio turnover, all securities whose maturities at the time of acquisition were one year
or less are excluded. A 100% portfolio turnover rate would occur, for example, if all of the securities in a funds investment portfolio (other than short-term money market securities) were replaced once during the fiscal year.
In the event that portfolio turnover increases, this increase necessarily results in correspondingly greater transaction costs which must
be paid by a fund. To the extent the portfolio trading results in realization of net short-term capital gains, shareholders will be taxed on such gains at ordinary tax rates (except shareholders who invest through individual retirement accounts
(IRAs) and other retirement plans which are not taxed currently on accumulations in their accounts).
Portfolio
turnover will not be a limiting factor should the subadviser deem it advisable to purchase or sell securities.
For the
fiscal years ended October 31, 2012 and 2013 portfolio turnover rates for the funds were as follows:
|
|
|
|
|
|
|
|
|
Fund
|
|
For the Fiscal Year
Ended October 31:
|
|
|
2012(%)
|
|
|
2013(%)
|
|
SMASh Series M Fund
|
|
|
145
|
*
|
|
|
150
|
*
|
SMASh Series C Fund
|
|
|
82
|
|
|
|
57
|
|
SMASh Series EC Fund
|
|
|
53
|
|
|
|
94
|
|
*
|
Excluding mortgage dollar roll transactions. If mortgage dollar roll transactions had been included, the portfolio turnover would have been 642% and 694% for the fiscal
years ended October 31, 2012 and 2013, respectively.
|
50
MANAGEMENT
The business and affairs of the funds are conducted by management under the supervision and subject to the direction of its Board. The
business address of each Trustee (including each Trustee of the funds who is not an interested person of the funds (an Independent Trustee)) is c/o Kenneth D. Fuller, 100 International Drive, Baltimore, Maryland 21202.
Information pertaining to the Trustees and officers of the funds is set forth below.
|
|
|
|
|
|
|
|
|
|
|
Name and
Year of Birth
|
|
Position(s)
with Trust
|
|
Term of Office*
and Length of
Time Served**
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of
Funds
in Fund
Complex
Overseen
by Trustee
|
|
Other
Board
Memberships
Held by Trustee
During
Past 5 Years
|
INDEPENDENT
TRUSTEES
#
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott J. Berv
Born 1943
|
|
Trustee
|
|
Since 1989
|
|
President and Chief Executive Officer, Catalyst (consulting) (since 1984); formerly, Chief Executive Officer, Rocket City Enterprises (media) (2000 to 2005)
|
|
54
|
|
World Affairs Council (since 2009); Board Member, American Identity Corp. (doing business as Morpheus Technologies) (biometric information management) (since 2001); formerly,
Director, Lapoint Industries (industrial filter company) (2002 to 2007); formerly, Director, Alzheimers Association (New England Chapter) (1998 to 2008)
|
|
|
|
|
|
|
Jane F. Dasher
Born 1949
|
|
Trustee
|
|
Since 1999
|
|
Chief Financial Officer, Long Light Capital, LLC, formerly known as Korsant Partners, LLC (a family investment company) (since 1997)
|
|
54
|
|
None
|
|
|
|
|
|
|
Mark T. Finn
Born 1943
|
|
Trustee
|
|
Since 1989
|
|
Adjunct Professor, College of William & Mary (since 2002); Chairman, Chief Executive Officer and Owner, Vantage Consulting Group, Inc. (investment management) (since 1988);
Principal/Member, Balvan Partners (investment management) (2002 to 2009)
|
|
54
|
|
None
|
51
|
|
|
|
|
|
|
|
|
|
|
Name and
Year of Birth
|
|
Position(s)
with Trust
|
|
Term of Office*
and Length of
Time Served**
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of
Funds
in Fund
Complex
Overseen
by Trustee
|
|
Other
Board
Memberships
Held by Trustee
During
Past 5 Years
|
Stephen
Randolph Gross
Born 1947
|
|
Trustee
|
|
Since 1986
|
|
Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1974 to 2011); Executive Director of Business Builders Team, LLC
(since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Advisors, LLC (since 2011); CEO, Trusted CFO Solutions, LLC (since 2011)
|
|
54
|
|
None
|
|
|
|
|
|
|
Richard E.
Hanson, Jr.
Born 1941
|
|
Trustee
|
|
Since 1985
|
|
Retired; formerly, Headmaster, The New Atlanta Jewish Community High School, Atlanta, Georgia (1996 to 2000)
|
|
54
|
|
None
|
|
|
|
|
|
|
Diana R.
Harrington
Born 1940
|
|
Trustee
and
Chair of
the Board
|
|
Since 1992
(Chair of
the Board
since 2013)
|
|
Babson Distinguished Professor of Finance, Babson College (since 1992)
|
|
54
|
|
None
|
|
|
|
|
|
|
Susan M. Heilbron
Born 1945
|
|
Trustee
|
|
Since 1994
|
|
Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); formerly, General Counsel and Executive Vice President, The Trump Organization (1986
to 1990); formerly, Senior Vice President, New York State Urban Development Corporation (1984 to 1986); formerly, Associate, Cravath, Swaine & Moore LLP (1980 to 1984) and (1977 to 1979)
|
|
54
|
|
Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); formerly, Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); formerly, Director, Alexanders Inc.
(department store) (1987 to 1990)
|
52
|
|
|
|
|
|
|
|
|
|
|
Name and
Year of Birth
|
|
Position(s)
with Trust
|
|
Term of Office*
and Length of
Time Served**
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of
Funds
in Fund
Complex
Overseen
by Trustee
|
|
Other
Board
Memberships
Held by Trustee
During
Past 5 Years
|
Susan B. Kerley
Born
1951
|
|
Trustee
|
|
Since 1992
|
|
Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990)
|
|
54
|
|
Director and Trustee (since 1990) and formerly, Chairman (2005 to 2012) of various series of MainStay Family of Funds (66 funds); Investment Company Institute (ICI) Board of
Governors (since 2006); ICI Executive Committee (since 2011); Chairman of the Independent Directors Council (since 2012)
|
|
|
|
|
|
|
Alan G. Merten
Born 1941
|
|
Trustee
|
|
Since 1990
|
|
President Emeritus (since 2012) and formerly, President, George Mason University (1996 to 2012)
|
|
54
|
|
Director Emeritus, Cardinal Financial Corporation (since 2006); Trustee, First Potomac Realty Trust (since 2005); Director, DeVry Inc.
(educational services) (since 2012); formerly, Director, Xybernaut Corporation (information technology) (2004 to 2006); formerly, Director, Digital Net Holdings, Inc. (2003 to 2004); formerly, Director, Comshare, Inc. (information
technology)
(1985 to 2003)
|
|
|
|
|
|
|
R. Richardson
Pettit
Born 1942
|
|
Trustee
|
|
Since 1990
|
|
Retired; formerly, Duncan Professor of Finance, University of Houston (1977 to 2006); previous academic or management positions include: University of Washington, University of
Pennsylvania and Purdue University
|
|
54
|
|
None
|
53
|
|
|
|
|
|
|
|
|
|
|
Name and
Year of Birth
|
|
Position(s)
with Trust
|
|
Term of Office*
and Length of
Time Served**
|
|
Principal Occupation(s)
During Past 5 Years
|
|
Number of
Funds
in Fund
Complex
Overseen
by Trustee
|
|
Other
Board
Memberships
Held by Trustee
During
Past 5 Years
|
INTERESTED TRUSTEE AND OFFICER:
|
|
|
|
|
|
|
|
|
|
|
Kenneth D.
Fuller
Born 1958
|
|
Trustee,
President
and Chief
Executive
Officer
|
|
Since 2013
|
|
Managing Director of Legg Mason & Co., LLC (Legg Mason & Co.) (since 2013); Officer and/or Trustee/Director of 167 funds associated with Legg Mason Partners Fund
Advisor, LLC (LMPFA) or its affiliates (since 2013); President and Chief Executive Officer of LMPFA (since 2013); President and Chief Executive Officer of LM Asset Services, LLC (LMAS) and Legg Mason Fund Asset Management,
Inc. (LMFAM) (formerly registered investment advisers) (since 2013); formerly, Senior Vice President of LMPFA (2012 to 2013); formerly, Director of Legg Mason & Co. (2012 to 2013); formerly, Vice President of Legg Mason & Co.
(2009 to 2012); formerly, Vice PresidentEquity Division of T. Rowe Price Associates (1993 to 2009), as well as Investment Analyst and Portfolio Manager for certain asset allocation accounts (2004 to 2009)
|
|
156
|
|
None
|
#
|
Trustees who are not interested persons of the funds within the meaning of Section 2(a) (19) of the 1940 Act.
|
*
|
Each Trustee serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.
|
**
|
Indicates the earliest year in which the Trustee became a board member for a fund in the Legg Mason fund complex.
|
|
Mr. Fuller is an interested person of the funds, as defined in the 1940 Act, because of his position with LMPFA and/or certain of its affiliates.
|
54
|
|
|
|
|
|
|
Name, Year of Birth
and Address
|
|
Position(s) with Trust
|
|
Term of Office*
and Length of
Time
Served**
|
|
Principal Occupation(s)
During Past 5
Years
|
ADDITIONAL OFFICERS:
|
|
|
|
|
|
|
|
|
|
|
Ted P. Becker
Born 1951
620 Eighth Avenue
49th Floor
New York, NY 10018
|
|
Chief Compliance Officer
|
|
Since 2007
|
|
Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief
Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006)
|
|
|
|
|
Susan Kerr
Born 1949
620 Eighth Avenue
49th Floor
New York, NY 10018
|
|
Chief Anti-Money Laundering Compliance Officer
|
|
Since 2013
|
|
Assistant Vice President of Legg Mason & Co. and Legg Mason Investor Services, LLC (LMIS) (since 2010); Chief Anti-Money Laundering Compliance Officer of certain
mutual funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer of LMIS (since 2012); Senior Compliance Officer of LMIS (since 2011); formerly, AML Consultant, DTCC (2010); formerly, AML
Consultant, Rabobank Netherlands, (2009); formerly, First Vice President, Director of Marketing & Advertising Compliance and Manager of Communications Review Group at Citigroup Inc. (1996 to 2008)
|
|
|
|
|
Vanessa A. Williams
Born 1979
100 First Stamford Place
6th Floor
Stamford, CT 06902
|
|
Identity Theft Prevention Officer
|
|
Since 2011
|
|
Vice President of Legg Mason & Co. (since 2012); Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011);
formerly, Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (2011 to 2013); formerly, Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance
Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessors (prior to 2006)
|
55
|
|
|
|
|
|
|
Name, Year of Birth
and Address
|
|
Position(s) with Trust
|
|
Term of Office*
and Length of
Time
Served**
|
|
Principal Occupation(s)
During Past 5
Years
|
Robert I. Frenkel
Born 1954
100 First Stamford Place
6th Floor
Stamford, CT 06902
|
|
Secretary and Chief Legal Officer
|
|
Since 2007
|
|
Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg
Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)
|
|
|
|
|
Thomas C. Mandia
Born 1962
100 First Stamford Place
6th Floor
Stamford, CT 06902
|
|
Assistant Secretary
|
|
Since 2007
|
|
Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant
Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LMAS (since 2002) and LMFAM (since 2013)
|
|
|
|
|
Richard F. Sennett
Born 1970
100 International Drive
7th Floor
Baltimore, MD 21202
|
|
Principal Financial Officer
|
|
Since 2011
|
|
Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason
& Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SECs Division of Investment Management (2007 to 2011); formerly, Assistant
Chief Accountant within the SECs Division of Investment Management (2002 to 2007)
|
|
|
|
|
James Crowley
Born 1966
620 Eighth Avenue
49th Floor
New York, NY 10018
|
|
Treasurer
|
|
Since 2011
|
|
Vice President of Legg Mason & Co. (since 2010); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Controller of
certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2011); formerly, Controller of Security Fair Valuation and Project Management for Legg Mason & Co. or its affiliates (prior to 2010)
|
|
|
|
|
Jeanne M. Kelly
Born 1951
620 Eighth Avenue
49th Floor
New York, NY 10018
|
|
Senior Vice President
|
|
Since 2007
|
|
Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006) and LMFAM (since
2013); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)
|
56
*
|
Each officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.
|
**
|
Indicates the earliest year in which the officer took such office.
|
Each of the Trustees, except for Mr. Fuller, previously served as a trustee or director of certain predecessor funds in the Legg Mason-sponsored fund complex, and each Trustee, except for Mr. Fuller, was
thus initially selected by the board of the applicable predecessor funds. In connection with a restructuring of the fund complex completed in 2007, the Board was established to oversee mutual funds in the fund complex that invest primarily in fixed
income securities, including the funds, with a view to ensuring continuity of representation by board members of predecessor funds on the Board and in order to establish a Board with experience in and focused on overseeing fixed income mutual funds,
which experience would be further developed and enhanced over time.
In connection with the restructuring, the Independent
Trustees were selected to join the Board based upon the following as to each Board Member: his or her contribution as a board member of predecessor funds; such persons character and integrity; such persons willingness to serve and
willingness and ability to commit the time necessary to perform the duties of a Trustee; the fact that such persons service would be consistent with the requirements of the retirement policies of the Trust and his or her status as not being an
interested person as defined in the 1940 Act. Mr. Fuller was selected to join the Board based upon the following: character and integrity; willingness to serve and willingness and ability to commit the time necessary to perform the
duties of a Trustee; the fact that service as a Trustee would be consistent with requirements of the Trusts retirement policies, and his status as a representative of Legg Mason.
The Board believes that each Trustees experience, qualifications, attributes or skills on an individual basis and in combination
with those of the other Trustees lead to the conclusion that the Board possesses the requisite skills and attributes. The Board believes that the Trustees ability to review critically, evaluate, question and discuss information provided to
them, to interact effectively with the manager, subadviser, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion. The Board has also
considered the contributions that each Trustee can make to the Board and the funds, as well as the perspectives gained from the Independent Trustees service on the board of the applicable predecessor fund. In addition, the following specific
experience, qualifications, attributes and/or skills apply as to each Trustee: Mr. Berv, experience as a chief executive officer and board member of various businesses and organizations and organizational consulting experience; Ms. Dasher,
experience as a chief financial officer of a private investment company; Mr. Finn, investment management experience as an executive, consultant and portfolio manager; Mr. Gross, accounting background and experience as an officer and board
member of various organizations; Mr. Hanson, experience in academic leadership; Dr. Harrington, background in investment and finance; Ms. Heilbron, legal background and experience, business and consulting experience and experience as
a board member of public companies; Ms. Kerley, investment consulting experience and background and mutual fund board experience; Dr. Merten, academic leadership experience, background in investments and finance, and board experience;
Dr. Pettit, economic and finance background and academic management experience; and Mr. Fuller, investment management and risk oversight experience as an executive and portfolio manager and leadership roles within Legg Mason and affiliated
entities and another investment advisory firm. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Trustee as
having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
The Board is responsible for overseeing the management and operations of the funds. Mr. Fuller is an interested person of the funds. Independent Trustees constitute more than 75% of the Board.
Dr. Harrington serves as Chair of the Board.
57
The Board has three standing committees: the Audit Committee, Nominating and Governance
Committee (referred to as the Governance Committee), and Investment and Performance Committee (referred to as the Performance Committee). Each of the Audit, Governance and Performance Committees is chaired by an Independent Trustee and composed of
all of the Independent Trustees. Where deemed appropriate, the Board constitutes
ad hoc
committees.
The Chair of the
Board and the chairs of the Audit, Governance and Performance Committees work with the Chief Executive Officer of the Trust to set the agendas for Board and committee meetings. The Chair of the Board also serves as a key point person for dealings
between management and the other Independent Trustees. As noted below, through the committees the Independent Trustees consider and address important matters involving the funds, including those presenting conflicts or potential conflicts of
interest for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its committees help ensure that the funds have effective and
independent governance and oversight. The Board also has determined that its leadership structure, in which the Chair of the Board is not affiliated with Legg Mason, is appropriate. The Board also believes that its leadership structure facilitates
the orderly and efficient flow of information to the Independent Trustees from management, including each funds subadviser.
The Audit Committee oversees, among other things, the scope of each funds audit, each funds accounting and financial reporting policies and practices and the internal controls over financial
accounting and reporting. The primary purposes of the Boards Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the funds and
the qualifications and independence of the funds independent registered public accounting firm. The Audit Committee approves, and recommends to the Independent Trustees for their ratification, the selection, appointment, retention or
termination of the funds independent registered public accounting firm and approves the compensation of the independent registered public accounting firm. The Audit Committee also approves all audit and permissible
non-audit
services provided to a fund by the independent registered public accounting firm and all permissible
non-audit
services provided by a funds independent
registered public accounting firm to its manager and any affiliated service providers if the engagement relates directly to the funds operations and financial reporting.
The Governance Committee is the forum for consideration of a number of issues required to be considered separately by independent trustees of mutual funds, including, among other things, recommending
candidates to fill vacancies on the Board. The Governance Committee also considers issues that the Independent Trustees believe it is advisable for them to consider separately. When addressing vacancies, the Governance Committee may consider
nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Trusts Secretary that include all information relating to such person that is required to be disclosed in solicitations of
proxies for the election of Trustees. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders.
The Governance Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate,
a professional search firm. The committee meets to discuss and consider such candidates qualifications and then chooses a candidate by majority vote. The committee does not have specific, minimum qualifications for nominees, nor has it
established specific qualities or skills that it regards as necessary for one or more of the Trustees to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, in evaluating a
person as a potential nominee to serve as a Trustee, the Governance Committee may consider the following factors, among any others it may deem relevant:
|
|
|
whether or not the person is an interested person, as defined in the 1940 Act, and whether the person is otherwise qualified under
applicable laws and regulations to serve as a Trustee;
|
|
|
|
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with
fund management, the investment adviser, service providers or their affiliates;
|
58
|
|
|
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund
complexes;
|
|
|
|
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee;
|
|
|
|
the contribution which the person can make to the Board (or, if the person has previously served as a Trustee, the contribution which the person made
to the Board during his or her previous term of service), with consideration being given to the persons business and professional experience, education and such other factors as the committee may consider relevant;
|
|
|
|
the character and integrity of the person; and
|
|
|
|
whether or not the selection and nomination of the person would be consistent with the requirements of the retirement policies of the Trust, as
applicable.
|
The Performance Committee is charged with, among other things, reviewing investment
performance. The Performance Committee also assists the Board in fulfilling its responsibility for the review and negotiation of each funds investment management and subadvisory arrangements.
As an integral part of its responsibility for oversight of each fund in the interests of shareholders, the Board oversees risk management
of the funds investment programs and business affairs. The Board has emphasized to each funds manager and subadviser the importance of maintaining vigorous risk management. The manager and the subadviser also have their own independent
interest in risk management and in maintaining risk management programs. Oversight of the risk management process is part of the Boards general oversight of each fund and its service providers. The Board exercises oversight of the risk
management process primarily through the Performance Committee and the Audit Committee, and through oversight by the Board itself.
The funds face a number of risks, such as investment risk, counterparty risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, and legal, compliance and
regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the funds. Under
the overall oversight of the Board or the applicable committee, each fund, or the manager, each funds subadviser, and the affiliates of the manager and the subadviser, or other service providers to the fund employ a variety of processes,
procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur.
Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including each
funds and the managers CCO and the managers chief risk officer, as well as various personnel of the subadviser and other service providers such as each funds independent accountants, also make periodic reports to the
Performance Committee or Audit Committee or to the Board, pursuant to the committees or Boards request, with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto.
The Board recognizes that not all risks that may affect the funds can be identified, that it may not be practical or
cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve each funds goals, and that the processes, procedures and controls employed to address certain
risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the Boards risk
management oversight is subject to substantial limitations.
The Board met 5 times during the funds last fiscal year
ended October 31, 2013. Each of the Audit, Governance and Performance Committees met 4 times during the funds last fiscal year.
59
The following table shows the amount of equity securities owned by the Trustees in each
fund and other investment companies in the fund complex overseen by the Trustees as of December 31, 2013.
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range
of Equity
Securities in
SMASh Series
M Fund ($)
|
|
Dollar Range
of Equity
Securities in
SMASh Series
C Fund ($)
|
|
Dollar Range
of Equity
Securities in
SMASh Series
EC Fund ($)
|
|
Aggregate Dollar Range
of Equity Securities
in Registered
Investment Companies
Overseen
by Trustee ($)
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
Elliott J. Berv
|
|
None
|
|
None
|
|
None
|
|
$50,001-$100,000
|
Jane F. Dasher
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Mark T. Finn
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Stephen Randolph Gross
|
|
None
|
|
None
|
|
None
|
|
None
|
Richard E. Hanson, Jr.
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Diana R. Harrington
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Susan M. Heilbron
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Susan B. Kerley
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Alan G. Merten
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
R. Richardson Pettit
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
Interested Trustee:
|
|
|
|
|
|
|
|
|
Kenneth D. Fuller
|
|
None
|
|
None
|
|
None
|
|
Over $100,000
|
As of December 31, 2013, none of the Independent Trustees or their immediate family members
owned beneficially or of record any securities of the funds manager, the subadviser or the distributor, or of a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with
the manager, the subadviser or the distributor of the funds.
Information regarding compensation paid by each fund to its
Board is set forth below. The Independent Trustees receive a fee for each meeting of the Board and committee meetings attended and are reimbursed for all
out-of-pocket
expenses relating to attendance at such meetings. Mr. Fuller, an interested person, as defined in the 1940 Act, does not receive compensation from the funds for his service as Trustee, but may be reimbursed for all
out-of-pocket
expenses relating to attendance at such meetings.
Each fund pays a pro rata share of the Trustee fees based upon asset size. Prior to January 1, 2014, each fund paid each of the Trustees who is not a director, officer or employee of the manager or any of
its affiliates its pro rata share of: an annual fee of $160,000, plus $20,000 for each regularly scheduled Board meeting attended in person and, prior to January 1, 2013, $2,500 for certain telephonic Board and committee meetings in which that
Trustee participates. Effective January 1, 2013, each fund pays each of the Trustees who is not a director, officer or employee of the manager or any of its affiliates its pro rata share of $1,500 for certain telephonic Board and committee
meetings in which that Trustee participates. Effective June 1, 2013, each fund pays a pro rata share of $75,000 per year to the Independent Trustee serving as Chair of the Board. Each of the Chairs of the Audit Committee and the Performance
Committee, and, as of June 1, 2013, the Governance Committee receives an additional $15,000 per year. Each of the other members of the Performance Committee receives an additional $10,000 per year in connection with the annual consideration of
the funds advisory, subadvisory and distribution arrangements.
As of January 1, 2014, each fund currently pays each of
the Trustees who is not a director, officer or employee of the manager or any of its affiliates its pro rata share of: an annual fee of $180,000, plus $20,000 for each regularly scheduled Board meeting attended in person and, prior to
January 1, 2013, $2,500 for certain telephonic Board and committee meetings in which that Trustee participates. Effective January 1, 2013, each fund pays each of the Trustees who is not a director, officer or employee of the manager or any
of its affiliates its pro rata share of $1,500 for certain telephonic Board and committee meetings in which that Trustee participates. Effective June 1, 2013, each fund pays a pro rata share of $75,000 per year to the Independent Trustee
serving as Chair of the Board. Each of the Chairs of the Audit Committee and the Performance Committee, and, as of
60
June 1, 2013, the Governance Committee receives an additional $15,000 per year. Each of the other members of the Performance Committee receives an additional $10,000 per year in connection
with the annual consideration of the funds advisory, subadvisory and distribution arrangements.
Information
regarding compensation paid to the Trustees is shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Aggregate Compensation
for
Fiscal Year Ended October 31, 2013
|
|
|
Total
Pension
or Retirement
Benefits Paid
as Part
of
Fund
Expenses for
Fiscal Year
Ended
October 31,
2013 ($)
|
|
|
Total
Compensation
from Fund
Complex Paid
to Trustee for
Calendar
Year
Ended
December 31,
2013 ($)
|
|
|
Number of
Funds in
Fund
Complex
Overseen by
Trustee as
of Fiscal
Year
Ended
October 31,
2013
|
|
|
SMASh
Series
M Fund ($)
|
|
|
SMASh
Series
C Fund ($)
|
|
|
SMASh
Series
EC Fund ($)
|
|
|
|
|
Independent Trustees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott J. Berv
|
|
|
384
|
|
|
|
154
|
|
|
|
95
|
|
|
|
None
|
|
|
|
258,750
|
|
|
|
54
|
|
A. Benton Cocanougher
(1)
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Jane F. Dasher
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Mark T. Finn
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Stephen Randolph Gross
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Richard E. Hanson, Jr.
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Diana R. Harrington
|
|
|
447
|
|
|
|
184
|
|
|
|
112
|
|
|
|
None
|
|
|
|
301,250
|
|
|
|
54
|
|
Susan M. Heilbron
|
|
|
370
|
|
|
|
147
|
|
|
|
91
|
|
|
|
None
|
|
|
|
250,000
|
|
|
|
54
|
|
Susan B. Kerley
|
|
|
384
|
|
|
|
154
|
|
|
|
95
|
|
|
|
None
|
|
|
|
258,750
|
|
|
|
54
|
|
Alan G. Merten
|
|
|
392
|
|
|
|
154
|
|
|
|
96
|
|
|
|
None
|
|
|
|
265,000
|
|
|
|
54
|
|
R. Richardson Pettit
|
|
|
392
|
|
|
|
156
|
|
|
|
97
|
|
|
|
None
|
|
|
|
265,000
|
|
|
|
54
|
|
Interested Trustee:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth D. Fuller
(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
None
|
|
|
|
0
|
|
|
|
156
|
|
(1)
|
Effective December 31, 2013, Dr. Cocanougher retired as Trustee.
|
(2)
|
Mr. Gerken retired as a Trustee effective May 31, 2013, and Mr. Fuller became a Trustee effective June 1, 2013. Mr. Gerken was not compensated for his services as a
Trustee, and Mr. Fuller is not compensated for such services, because of their affiliations with the manager.
|
Officers of the funds receive no compensation from the funds, although they may be reimbursed by the funds for reasonable
out-of-pocket
travel expenses for attending Board meetings.
As of January 31, 2014, all Trustees and officers as a group owned less than 1% of the outstanding shares of any fund.
As of January 31, 2014, to the knowledge of the funds, the following shareholders owned or held of record 5% or more, as indicated, of the outstanding shares of each fund:
|
|
|
|
|
Fund
|
|
Shareholder Name & Address
|
|
Percentage of Ownership (%)
|
M
|
|
MORGAN STANLEY & CO INC
ATTN MUTUAL FUNDS OPERATIONS
HARBORSIDE
FINANCIAL CENTER
PLAZA TWO 2ND FLOOR
JERSEY CITY NJ 07311
|
|
40.71%
|
|
|
|
M
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST 3RD FLOOR
JACKSONVILLE FL 32246-6484
|
|
34.61%
|
61
|
|
|
|
|
Fund
|
|
Shareholder Name & Address
|
|
Percentage of Ownership (%)
|
M
|
|
UBS WM USA
OMNI ACCOUNT
M/F
ATTN: DEPARTMENT MANAGER
499
WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
|
|
10.30%
|
|
|
|
C
|
|
MORGAN STANLEY & CO INC
ATTN MUTUAL FUNDS OPERATIONS
HARBORSIDE
FINANCIAL CENTER
PLAZA TWO 2ND FLOOR
JERSEY CITY NJ 07311
|
|
39.79%
|
|
|
|
C
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST 3RD FLOOR
JACKSONVILLE FL 32246-6484
|
|
35.92%
|
|
|
|
C
|
|
UBS WM USA
OMNI ACCOUNT
M/F
ATTN: DEPARTMENT MANAGER
499
WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
|
|
9.80%
|
|
|
|
EC
|
|
MORGAN STANLEY & CO INC
ATTN MUTUAL FUNDS OPERATIONS
HARBORSIDE
FINANCIAL CENTER
PLAZA TWO 2ND FLOOR
JERSEY CITY NJ 07311
|
|
49.15%
|
|
|
|
EC
|
|
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DRIVE EAST 3RD FLOOR
JACKSONVILLE FL 32246-6484
|
|
24.44%
|
|
|
|
EC
|
|
UBS WM USA
OMNI ACCOUNT
M/F
ATTN: DEPARTMENT MANAGER
499
WASHINGTON BLVD FL 9
JERSEY CITY NJ 07310-2055
|
|
13.58%
|
|
|
|
EC
|
|
RAYMOND JAMES
OMNIBUS FOR
MUTUAL FUNDS
ATTN COURTNEY WALLER
880
CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
|
5.20%
|
INVESTMENT MANAGEMENT AND OTHER SERVICES
Manager
Legg Mason
Partners Fund Advisor, LLC (LMPFA or the manager) serves as investment manager to the funds and provides certain oversight services to the funds, in each case pursuant to an investment management agreement (each, a
Management Agreement). LMPFA is a wholly-owned subsidiary of Legg Mason.
62
The manager has agreed, under each Management Agreement, subject to the supervision of the
funds Board, to provide the fund with investment research, advice, management and supervision, furnish a continuous investment program for the funds portfolio of securities and other investments consistent with the funds investment
objective, policies and restrictions, and place orders pursuant to its investment determinations. The manager is permitted to enter into contracts with subadvisers or subadministrators, subject to the Boards approval. The manager has entered
into subadvisory agreements, as described below.
The manager also performs administrative and management services as
reasonably requested by each fund necessary for the operation of the fund, such as (i) supervising the overall administration of each fund, including negotiation of contracts and fees with, and monitoring of performance and billings of, the
funds 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 funds existence; and (v) maintaining the registration or
qualification of each funds shares under federal and state laws.
Each Management Agreement will continue in effect from
year to year, provided continuance is specifically approved at least annually (a) by the Board or by a majority of the outstanding voting securities of the fund (as defined in the 1940 Act), and (b) in either event, by a majority of the
Independent Trustees, with such Independent Trustees casting votes in person at a meeting called for such purpose.
Each
Management Agreement provides that the manager may render services to others. Each Management Agreement is terminable without penalty by the Board or by vote of a majority of the outstanding voting securities of the fund on not more than 60
days nor less than 30 days written notice to the manager, or by the manager on not less than 90 days written notice to the fund, and will automatically terminate in the event of its assignment (as defined in the 1940 Act) by the
manager. No Management Agreement is assignable by the Trust except with the consent of the manager.
Each Management Agreement
provides that the manager, its affiliates performing services contemplated by the Management Agreement, and the partners, shareholders, directors, officers and employees of the manager and such affiliates, will not be liable for any error of
judgment or mistake of law, for any loss arising out of any investment, or for any act or omission in the execution of securities transactions for the fund, but the manager is not protected against any liability to the fund to which the manager
would 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 under the Management Agreement.
There are no advisory or other fees payable to the manager for its services under the Management Agreements. However, all fund
shareholders are participants in separately managed account programs where the funds subadviser or an affiliate of the subadviser (each, a Managed Account Adviser) receives a fee from the program sponsor (Program
Sponsor) or from the program participant for managing or advising assets in the program participants managed account, including assets that may be invested in the fund. A portion of such fee is paid by the Managed Account Adviser to the
manager.
Subadvisers
Western Asset Management Company (Western Asset) and Western Asset Management Company Limited (Western Asset Limited,) and, with respect to SMASh Series EC Fund, Western Asset
Management Company Pte. Ltd. (Western Asset Singapore) and Western Asset Management Company Ltd (Western Asset Japan) serve as subadvisers pursuant to subadvisory agreements (each, a Subadvisory Agreement).
References in this SAI to the subadviser mean the subadvisers, as applicable, of the applicable fund referenced above. Each of Western Asset, Western Asset Limited, Western Asset Singapore and Western Asset Japan is a wholly-owned
subsidiary of Legg Mason.
63
Under each Subadvisory Agreement, subject to the supervision of the Board and the manager,
the subadviser regularly provides, with respect to the portion of the funds assets allocated to it by the manager, investment research, advice, management and supervision; furnishes a continuous investment program for the allocated assets
consistent with the funds investment objectives, policies and restrictions; and places orders pursuant to its investment determinations. The subadviser may delegate to companies that the subadviser controls, is controlled by, or is under
common control with, certain of the subadvisers duties under a Subadvisory Agreement, subject to the subadvisers supervision, provided the subadviser will not be relieved of its duties or obligations under the Subadvisory Agreement as a
result of any delegation.
Each Subadvisory Agreement will continue in effect from year to year provided continuance is
specifically approved at least annually with respect to a fund (a) by the Board or by a majority of the outstanding voting securities of the fund (as defined in the 1940 Act) and, (b) in either event, by a majority of the Independent
Trustees with such Independent Trustees casting votes in person at a meeting called for such purpose.
The Board or a majority
of the outstanding voting securities of a fund (as defined in the 1940 Act) may terminate each Subadvisory Agreement on not more than 60 days nor less than 30 days written notice to the subadviser without penalty. The subadviser may
terminate each Subadvisory Agreement on not less than 90 days written notice to the fund and the manager without penalty. The manager and the subadviser may terminate the Subadvisory Agreement upon their mutual written consent. Each
Subadvisory Agreement will terminate automatically in the event of assignment (as defined in the 1940 Act) by the subadviser. The manager may not assign the Subadvisory Agreement except with the subadvisers consent.
Each Subadvisory Agreement provides that the subadviser, its affiliates performing services contemplated by the Subadvisory Agreement,
and the partners, shareholders, directors, officers and employees of the subadviser and such affiliates will 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, but the subadviser is not protected against any liability to the fund or the manager to which the subadviser would 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 under the Subadvisory Agreement.
There are no
sub-advisory
or other fees payable to the subadviser under the Subadvisory
Agreements. However, all fund shareholders are participants in separately managed account programs where a Managed Account Adviser receives a fee from the Program Sponsor or from the program participant for managing or advising assets in the program
participants managed account, including assets that may be invested in the fund. A Managed Account Adviser may be the subadviser or an affiliate of the subadviser. Where the Managed Account Adviser is an affiliate of the subadviser, a portion
of the fee received from the Program Sponsor is paid by the Managed Account Adviser to the subadviser.
Expenses
Each fund is responsible for its own expenses, including, among other things, interest; taxes; governmental fees; voluntary assessments
and other expenses incurred in connection with membership in investment company organizations; organizational costs of the fund; costs (including interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses, if any) in
connection with the purchase or sale of the funds 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 the issuing and redemption or repurchase of the funds shares and servicing shareholder accounts; expenses of registering and qualifying the funds 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 funds
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;
64
the funds pro rata portion of premiums on any fidelity bond and other insurance covering the fund and its officers, Board members and employees; and litigation expenses and any nonrecurring
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 funds Board members and
officers with respect thereto.
Management may agree to implement an expense limitation and/or reimburse operating expenses
for one or more funds. Any such expense limitations and/or reimbursements are described in the funds Prospectus. The expense limitations and/or reimbursements do not cover (a) transaction costs (such as brokerage commissions and dealer
and underwriter spreads) and taxes; (b) extraordinary expenses, such as any expenses or charges related to litigation, derivative actions, demands related to litigation, regulatory or other government investigations and proceedings, for
cause regulatory inspections and indemnification or advancement of related expenses or costs, to the extent any such expenses are considered extraordinary expenses for the purposes of fee disclosure in Form
N-1A,
as the same may be amended from time to time; and (c) other extraordinary expenses as determined for the purposes of fee disclosure in Form
N-1A,
as the same
may be amended from time to time. Without limiting the foregoing, extraordinary expenses are generally those that are unusual or expected to recur only infrequently, and may include such expenses, by way of illustration, as (i) expenses of the
reorganization, restructuring, redomiciling or merger of a fund or the acquisition of all or substantially all of the assets of another fund; (ii) expenses of holding, and soliciting proxies for, a meeting of shareholders of a fund (except to
the extent relating to routine items such as the election of board members or the approval of the independent registered public accounting firm); and (iii) expenses of converting to a new custodian, transfer agent or other service provider, in
each case to the extent any such expenses are considered extraordinary expenses for the purposes of fee disclosure in Form
N-1A,
as the same may be amended from time to time. Some of these arrangements do not
cover interest expenses.
These arrangements may be reduced or terminated in certain circumstances.
Distributor
LMIS, a
wholly-owned broker/dealer subsidiary of Legg Mason, located at 100 International Drive, Baltimore, Maryland 21202, serves as the sole and exclusive distributor of each fund pursuant to a written agreement (as amended, the Distribution
Agreement).
Under the Distribution Agreement, the distributor is appointed as principal underwriter and distributor in
connection with the offering and sale of shares of each fund. The distributor offers the shares on an agency or best efforts basis under which a fund issues only the number of shares actually sold. Shares of each fund are continuously
offered by the distributor.
The Distribution Agreement is renewable from year to year with respect to a fund if approved
(a) by the Board or by a vote of a majority of the funds outstanding voting securities, and (b) by the affirmative vote of a majority of Trustees who are not parties to such agreement or interested persons of any party by votes cast
in person at a meeting called for such purpose.
The Distribution Agreement is terminable with respect to any fund without
penalty by the Board or by vote of a majority of the outstanding voting securities of the fund, or by the distributor on not less than 60 days written notice to the other party (unless the notice period is waived by mutual consent). The
Distribution Agreement will automatically and immediately terminate in the event of its assignment.
LMIS received no
commissions on the sale of fund shares for the fiscal year ended October 31, 2013.
LMIS may be deemed to be an
underwriter for purposes of the 1933 Act.
65
LMPFA, LMIS, their affiliates and their personnel have interests in promoting sales of
the Legg Mason Funds, including remuneration, fees and profitability relating to services to and sales of the funds. Employees of LMPFA, LMIS or their affiliates (including wholesalers registered with LMIS) may receive additional compensation
related to the sale of individual Legg Mason Funds or categories of Legg Mason Funds. LMPFA, the subadvisers, and their advisory or other personnel may also benefit from increased amounts of assets under management.
Financial intermediaries, including broker/dealers, investment advisers, financial consultants or advisers, mutual fund supermarkets,
insurance companies, financial institutions and other financial intermediaries through which investors may purchase shares of the fund, also may benefit from the sales of shares of the Legg Mason Funds. For example, in connection with such sales,
financial intermediaries may receive compensation from the fund (with respect to the fund as a whole or a particular class of shares) and/or from LMPFA, LMIS, and/or their affiliates, as further described below. The structure of these compensation
arrangements, as well as the amounts paid under such arrangements, vary and may change from time to time. In addition, new compensation arrangements may be negotiated at any time. The compensation arrangements described in this section are not
mutually exclusive, and a single financial intermediary may receive multiple types of compensation.
LMIS has agreements in
place with financial intermediaries defining how much each firm will be paid for the sale of a particular mutual fund from sales charges, if any, paid by fund shareholders and from Rule 12b-1 Plan fees paid to LMIS by the fund. These financial
intermediaries then pay their employees or associated persons who sell fund shares from the sales charges and/or fees they receive. The financial intermediary, and/or its employees or associated persons may receive a payment when a sale is made and
will, in most cases, continue to receive ongoing payments while you are invested in the fund. In other cases, LMIS may retain all or a portion of such fees and sales charges.
In addition, LMIS, LMPFA and/or certain of their affiliates may make additional payments (which are often referred to as revenue sharing payments) to the financial intermediaries from their
past profits and other available sources, including profits from their relationships with the fund. Revenue sharing payments are a form of compensation paid to a financial intermediary in addition to the sales charges paid by fund shareholders or
Rule 12b-1 Plan fees paid by the Fund. LMPFA, LMIS and/or certain of its affiliates may revise the terms of any existing revenue sharing arrangement, and may enter into additional revenue sharing arrangements with other financial services firms.
Revenue sharing arrangements are intended, among other things, to foster the sale of fund shares and/or to compensate
financial services firms for assisting in marketing or promotional activities in connection with the sale of fund shares. In exchange for revenue sharing payments, LMPFA and LMIS generally expect to receive the opportunity for the fund to be sold
through the financial intermediaries sales forces or to have access to third-party platforms or other marketing programs, including but not limited to mutual fund supermarket platforms or other sales programs. To the extent that
financial intermediaries receiving revenue sharing payments sell more shares of the fund, LMPFA and LMIS and/or their affiliates benefit from the increase in fund assets as a result of the fees they receive from the fund.
Revenue sharing payments are usually calculated based on a percentage of fund sales and/or fund assets attributable to a particular
financial intermediary. Payments may also be based on other criteria or factors such as, for example, a fee per each transaction. Specific payment formulas are negotiated based on a number of factors, including, but not limited to, reputation in the
industry, ability to attract and retain assets, target markets, customer relationships and scope and quality of services provided. In addition, LMIS, LMPFA and/or certain of their affiliates may pay flat fees on a one-time or irregular basis for the
initial set-up of the fund on a financial intermediarys systems, participation or attendance at a financial intermediarys meetings, or for other reasons. In addition, LMIS, LMPFA and/or certain of their affiliates may pay certain
education and training costs of financial intermediaries (including, in some cases, travel expenses) to train and educate the personnel of the financial intermediaries. It is likely that financial intermediaries that execute portfolio transactions
for the fund
66
will include those firms with which LMPFA, LMIS and/or certain of their affiliates have entered into revenue sharing arrangements.
The fund generally pays the transfer agent for certain recordkeeping and administrative services. In addition, the fund may pay financial
intermediaries for certain recordkeeping, administrative, subaccounting and networking services. These services include maintenance of shareholder accounts by the firms, such as recordkeeping and other activities that otherwise would be performed by
a funds transfer agent. Administrative fees may be paid to a firm that undertakes, for example, shareholder communications on behalf of the fund. Networking services are services undertaken to support the electronic transmission of shareholder
purchase and redemption orders through the National Securities Clearing Corporation (NSCC). These payments are generally based on either (1) a percentage of the average daily net assets of fund shareholders serviced by a financial intermediary
or (2) a fixed dollar amount for each account serviced by a financial intermediary. LMIS, LMPFA and/or their affiliates may make all or a portion of these payments.
In addition, the fund reimburses LMIS for NSCC fees that are invoiced to LMIS as the party to the agreement with NSCC for the administrative services provided by NSCC to the fund and its shareholders.
These services include transaction processing and settlement through Fund/SERV, electronic networking services to support the transmission of shareholder purchase and redemption orders to and from financial intermediaries, and related recordkeeping
provided by NSCC to the fund and its shareholders.
If your fund shares are purchased through a retirement plan, LMIS, LMPFA
or certain of their affiliates may also make similar payments to those described in this section to the plans recordkeeper or an affiliate.
Revenue sharing payments, as well as the other types of compensation arrangements described in this section, may provide an incentive for financial intermediaries and their employees or associated persons
to recommend or sell shares of the fund to customers and in doing so may create conflicts of interest between the firms financial interests and the interests of their customers. Please contact your financial intermediary for details about any
payments it (and its employees) may receive from the fund and/or from LMIS, LMPFA and/or their affiliates. You should review your financial intermediarys disclosure and/or talk to your broker/dealer or financial intermediary to obtain more
information on how this compensation may have influenced your broker/dealers or financial intermediarys recommendation of the fund.
Dealer Commissions and Concessions
From time to time, the funds
distributor or the manager, at its expense, may provide compensation or promotional incentives (concessions) to dealers that sell or arrange for the sale of shares of the funds or a managed account strategy of which a fund is part. Such
concessions provided by the funds distributor or the manager may include financial assistance to dealers in connection with preapproved conferences or seminars, sales or training programs for invited registered representatives and other
employees, payment for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public, advertising and sales campaigns regarding one or more funds,
and/or other dealer-sponsored events. From time to time, the funds distributor or manager may make expense reimbursements for special training of a dealers registered representatives and other employees in group meetings or to help pay
the expenses of sales contests. Other concessions may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA).
Payments to Program Sponsors
Shares of the funds are available only to separately managed account clients where a Managed Account Adviser, which may be the funds subadviser or an affiliate of the subadviser, has an agreement
with the Program Sponsor or directly with the client to provide management or advisory services with respect to the accounts.
67
Affiliates of the Managed Account Adviser may make payments to or for the benefit of Program Sponsors for marketing, promotional and related expenses; for expenses incurred in connection with
training or educational seminars with personnel; or for expenses in connection with client or prospective client meetings relating to Program Sponsor investment services. In addition, affiliates of the Managed Account Adviser may provide Program
Sponsor personnel and clients (existing and prospective) with related items and benefits. These expenses, items and benefits may include, without limitation: training meeting costs for Program Sponsor personnel, including travel, lodging and meals
for attendees; payments of costs for client/prospect meetings at which the Managed Account Advisers investment management services and/or other investment products and services are discussed, including meals for attendees, room rental costs
and meeting-related presentation materials; occasional meals and leisure/entertainment outings; de minimus gifts; and nominal value promotional items.
The amount of such payments and the value of such items and benefits may or may not be substantial. These payments, items and benefits could give Program Sponsors and their personnel incentives to favor
the Managed Account Advisers products and services over those of investment management firms that do not provide the same payments, items and benefits. However, such payments, items and benefits are subject to an internal policy that addresses
and, in some cases, limits such payments, items and benefits with the overall aim to avoid compromising advice or recommendations given to clients by special incentives or compensation arrangements.
Custodian and Transfer Agent
State Street Bank and Trust Company (State Street), One Lincoln Street, Boston, Massachusetts 02111, serves as the custodian of each fund. State Street, among other things, maintains a custody
account or accounts in the name of each fund; receives and delivers all assets for each fund upon purchase and upon sale or maturity; collects and receives all income and other payments and distributions on account of the assets of each fund;
and makes disbursements on behalf of each fund. State Street neither determines a funds investment policies, nor decides which securities the fund will buy or sell. For its services, State Street receives a monthly fee based upon the daily
average market value of securities held in custody and also receives securities transaction charges, including
out-of-pocket
expenses. Each fund may also periodically
enter into arrangements with other qualified custodians with respect to certain types of securities or other transactions such as repurchase agreements or derivatives transactions. State Street also may act as each funds securities lending
agent and, in that case, would receive a share of the income generated by such activities.
Boston Financial Data Services,
Inc. (BFDS or transfer agent), 2000 Crown Colony Drive, Quincy, Massachusetts 02169, serves as each funds transfer agent. Under the transfer agency agreement, the transfer agent maintains the shareholder account records
for each fund, handles certain communications between shareholders and each fund and distributes dividends and distributions payable by the fund. For these services, the transfer agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for each fund during the month, and is reimbursed for
out-of-pocket
expenses.
Independent Registered Public Accounting Firm
KPMG LLP, an independent
registered public accounting firm, located at 345 Park Avenue, New York, New York 10154, has been selected to audit and report on the funds financial statements and financial highlights for the fiscal year ending October 31, 2014.
Counsel
Bingham McCutchen LLP, located at One Federal Street, Boston, Massachusetts 02110, serves as legal counsel to the funds.
Sullivan & Worcester LLP, located at 1666 K Street, N.W., Washington, D.C. 20006, serves as counsel to the Independent Trustees.
68
Code of Ethics
Pursuant to Rule
17j-1
under the 1940 Act, the funds, the manager, the subadviser and the distributor each has adopted a code of ethics that permits its personnel
to invest in securities for their own accounts, including securities that may be purchased or held by the funds. All personnel must place the interests of clients first, must not act upon
non-public
information, must not take inappropriate advantage of their positions, and are required to fulfill their fiduciary obligations. All personal securities transactions by employees must adhere to the requirements of the codes of ethics and must be
conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of an employees position of trust and responsibility.
Copies of the codes of ethics of the funds, the manager, the subadviser and the distributor are on file with the SEC.
Proxy Voting Policies and Procedures
Although individual Trustees may not agree with particular policies or votes by the manager or subadviser, the Board has delegated proxy voting discretion to the manager and/or the subadviser, believing
that the manager and/or the subadviser should be responsible for voting because it is a matter relating to the investment decision-making process.
The manager delegates the responsibility for voting proxies for each fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures
to vote proxies. Accordingly, the manager does not expect to have proxy-voting responsibility for the funds. Should the manager become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment
advisory services, the manager will utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained. In the case of a material conflict between the interests of the manager (or its
affiliates if such conflict is known to persons responsible for voting at the manager) and a fund, the board of directors of the manager will consider how to address the conflict and/or how to vote the proxies. The manager will maintain records of
all proxy votes in accordance with applicable securities laws and regulations, to the extent that the manager votes proxies. The manager will be responsible for gathering relevant documents and records related to proxy voting from the subadviser and
providing them to the funds as required for the funds to comply with applicable rules under the 1940 Act.
Each
subadvisers Proxy Voting Policies and Procedures govern in determining how proxies relating to a funds portfolio securities are voted and are attached as Appendix A to this SAI. Information regarding how each fund voted proxies (if any)
relating to portfolio securities during the most recent
12-month
period ended June 30 is available without charge (1) by calling
1-877-721-1926,
(2) on the funds website at http://www.leggmason.com/individualinvestors, and (3) on the SECs website at http://www.sec.gov.
VALUATION OF SHARES
The net asset value per share of each fund is calculated on each day, Monday through Friday, except days on which the NYSE is closed. As of the date of this SAI, the NYSE is normally open for trading
every weekday except in the event of an emergency or for the following holidays (or the days on which they are observed): New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. Please see the funds Prospectus for a description of the procedures used by the funds in valuing their assets.
69
PORTFOLIO TRANSACTIONS
Subject to such policies as may be established by the Board from time to time, the subadviser is primarily responsible for a funds
portfolio decisions and the placing of each funds portfolio transactions with respect to assets allocated to the subadviser.
Pursuant to its Subadvisory Agreement, a subadviser is authorized to place orders pursuant to its investment determinations for a fund either directly with the issuer or with any broker or dealer, foreign
currency dealer, futures commission merchant or others selected by it. The general policy of the subadviser in selecting brokers and dealers is to obtain the best results achievable in the context of a number of factors which are considered both in
relation to individual trades and broader trading patterns, including the reliability of the broker/dealer, the competitiveness of the price and the commission, the research services received and whether the broker/dealer commits its own capital.
In connection with the selection of 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) to the funds and/or the other accounts over which a 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 a 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 that the subadviser and its affiliates have with respect to accounts over which they exercise
investment discretion. The subadviser may also have arrangements with brokers pursuant to which such brokers provide research services to the subadviser in exchange for a certain volume of brokerage transactions to be executed by such brokers. While
the payment of higher commissions increases a funds costs, the subadviser does not believe that the receipt of such brokerage and research services significantly reduces its expenses as a funds subadviser. Arrangements for the receipt of
research services from brokers may create conflicts of interest.
Research services furnished to the subadviser by brokers who
effect securities transactions for a fund may be used by a subadviser in servicing other investment companies and accounts which it manages. Similarly, research services furnished to the subadviser by brokers who effect securities transactions for
other investment companies and accounts which the subadviser manages may be used by the subadviser in servicing a fund. Not all of these research services are used by the subadviser in managing any particular account, including the funds.
For the fiscal year ended October 31, 2013, none of the funds directed any amounts to brokerage transactions related to
research services or paid any brokerage commissions related to research service.
Debt securities purchased and sold by a
fund generally are traded on a net basis (i.e., without a commission) through dealers acting for their own account and not as brokers, or otherwise involve transactions directly with the issuer of the instrument. This means that a dealer makes a
market for securities by offering to buy at one price and sell at a slightly higher price. The difference between the prices is known as a spread. Other portfolio transactions may be executed through brokers acting as agent. A fund will
pay a spread or commission in connection with such transactions.
In certain instances there may be securities that are
suitable as an investment for a fund as well as for one or more of the subadvisers other clients. Investment decisions for each fund and for the subadvisers other clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more
clients are selling the same security.
Under the subadvisers procedures, investment professionals and their trading
desks may seek to aggregate (or bunch) orders that are placed or received concurrently for more than one fund or account managed by the
70
subadviser. In some cases, this policy may adversely affect the price paid or received by a fund or an account, or the size of the position obtained or liquidated. In other cases, however, the
ability of a fund or account to participate in volume transactions will produce better executions for the fund or account. Certain brokers or dealers may be selected because of their ability to handle special executions such as those involving large
block trades or broad distributions. Generally, when trades are aggregated, each fund or account within the block will receive the same price and commission. However, random allocations of aggregate transactions may be made to minimize custodial
transaction costs. In addition, at the close of the trading day, when reasonable and practicable, the securities of partially filled orders will generally be allocated to each participating fund and account in the proportion that each order bears to
the total of all orders (subject to rounding to round lot amounts).
Aggregate Brokerage Commissions Paid
For the fiscal years ended October 31, 2011, 2012 and 2013, the funds paid aggregate brokerage commissions for portfolio transactions
as set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Brokerage Commissions
for the Fiscal Year
Ended October 31, 2011
($)
|
|
|
Brokerage Commissions
for the Fiscal Year
Ended October 31, 2012
($)
|
|
|
Brokerage Commissions
for the Fiscal Year
Ended October 31, 2013
($)
|
|
SMASh Series M Fund
|
|
|
56,729
|
|
|
|
57,954
|
|
|
|
71,377
|
|
SMASh Series C Fund
|
|
|
12,743
|
|
|
|
11,609
|
|
|
|
22,711
|
|
SMASh Series EC Fund
|
|
|
6,131
|
|
|
|
3,867
|
|
|
|
8,466
|
|
During the fiscal year ended October 31, 2013, SMASh Series M Fund held securities issued
by the regular broker/dealers of the fund. As of October 31, 2013, SMASh Series M Fund held the following securities issued by its regular broker/dealers at the following values:
|
|
|
|
|
|
|
|
|
Name of Regular Broker or Dealer or Parent (Issuer)
|
|
Type of
Security Owned
D=debt
E=equity
|
|
|
Market Value as of
October 31, 2013
($000s)
|
|
Citigroup Global Markets Inc.
|
|
|
D
|
|
|
|
790
|
|
Merrill Lynch Pierce Fenner & Smith, Inc.
|
|
|
D
|
|
|
|
3,930
|
|
JPMorgan Chase & Co.
|
|
|
D
|
|
|
|
10,138
|
|
Credit Suisse Securities (USA) LLC
|
|
|
D
|
|
|
|
627
|
|
Banc of America Securities LLC
|
|
|
D
|
|
|
|
1,174
|
|
Wells Fargo & Co.
|
|
|
D
|
|
|
|
166
|
|
Morgan Stanley
|
|
|
D
|
|
|
|
3,206
|
|
Goldman Sachs & Co.
|
|
|
D
|
|
|
|
6,788
|
|
During the fiscal year ended October 31, 2013, SMASh Series C Fund held securities issued
by the regular broker/dealers of the fund. As of October 31, 2013, SMASh Series C Fund held the following securities issued by its regular broker/dealers at the following values:
|
|
|
|
|
|
|
|
|
Name of Regular Broker or Dealer or Parent (Issuer)
|
|
Type of
Security Owned
D=debt
E=equity
|
|
|
Market Value as of
October 31, 2013
($000s)
|
|
Citigroup Global Markets Inc.
|
|
|
D
|
|
|
|
3,081
|
|
Goldman Sachs & Co.
|
|
|
D
|
|
|
|
2,608
|
|
Bank of America Securities LLC
|
|
|
D
|
|
|
|
2,549
|
|
Wells Fargo Securities LLC
|
|
|
D
|
|
|
|
1,908
|
|
JPMorgan Chase & Co.
|
|
|
D
|
|
|
|
1,251
|
|
Morgan Stanley
|
|
|
D
|
|
|
|
481
|
|
Merrill Lynch Pierce Fenner & Smith, Inc.
|
|
|
D
|
|
|
|
140
|
|
State Street Bank & Trust Co.
|
|
|
D
|
|
|
|
122
|
|
71
During the fiscal year ended October 31, 2013, SMASh Series EC Fund did not hold
any securities issued by the regular broker/dealers of the fund.
DISCLOSURE OF PORTFOLIO
HOLDINGS
The funds Board has adopted policies and procedures (the policy) developed by the manager with
respect to the disclosure of a funds portfolio securities and any ongoing arrangements to make available information about the funds portfolio securities. The manager believes the policy is in the best interests of each fund and its
shareholders and that it strikes an appropriate balance between the desire of investors for information about fund portfolio holdings and the need to protect funds from potentially harmful disclosures.
General rules/Website disclosure
The policy provides that information regarding a funds portfolio holdings may be shared at any time with employees of the manager, a funds subadviser and other affiliated parties involved
in the management, administration or operations of the fund (referred to as fund-affiliated personnel). With respect to
non-money
market funds, a funds complete list of holdings (including the size of
each position) may be made available to investors, potential investors, third parties and Legg Mason personnel that are not fund-affiliated personnel (i) upon the filing of Form
N-Q
or Form
N-CSR
in accordance with SEC rules, provided that such filings are not made until 15 calendar days following the end of the period covered by the Form
N-Q
or Form
N-CSR
or (ii) no sooner than 15 days after month end, provided that such information has been made available through public disclosure at least one day previously. Typically, public disclosure is achieved by
required filings with the SEC and/or posting the information to Legg Masons or the funds Internet site that is accessible by the public, or through public release by a third party vendor.
The funds disclose complete portfolio holdings 14 calendar days after
quarter-end
on Legg
Masons website: http://www.leggmason.com/individualinvestors/prospectuses/aspx (click on view SMASh Series Funds, and then click on the information you wish to view under a funds name).
Ongoing arrangements
Under the policy, a fund may release portfolio holdings information on a regular basis to a custodian,
sub-custodian,
fund accounting agent, proxy voting provider, rating agency or other vendor or service provider for a legitimate business purpose, where the party receiving the information is under a duty of
confidentiality, including a duty to prohibit the sharing of
non-public
information with unauthorized sources and trading upon
non-public
information. A fund may enter
into other ongoing arrangements for the release of portfolio holdings information, but only if such arrangements serve a legitimate business purpose and are with a party who is subject to a confidentiality agreement and restrictions on trading upon
non-public
information. None of the funds, Legg Mason or any other affiliated party may receive compensation or any other consideration in connection with such arrangements. Ongoing arrangements to make available
information about a funds portfolio securities will be reviewed at least annually by the funds Board.
Set forth below is a list, as of December 31, 2013, of those parties with whom the manager, on behalf of each fund, has authorized
ongoing arrangements that include the release of portfolio holdings information in accordance with the policy, as well as the maximum frequency of the release under such arrangements, and the minimum length of the lag, if any, between the date of
the information and the date on which the information is disclosed. The ongoing arrangements may vary for each party, and it is possible that not every party will receive
72
information for a fund. The parties identified below as recipients are service providers, fund rating agencies, consultants and analysts.
|
|
|
|
|
Recipient
|
|
Frequency
|
|
Delay Before Dissemination
|
Bloomberg AIM
|
|
Daily
|
|
None
|
Bloomberg L.P.
|
|
Daily
|
|
None
|
Bloomberg Portfolio Analysis
|
|
Daily
|
|
None
|
Brown Brothers Harriman
|
|
Daily
|
|
None
|
Charles River
|
|
Daily
|
|
None
|
Emerging Portfolio Fund Research, Inc. (EPFR), an Informa Company
|
|
Monthly
|
|
None
|
eVestment Alliance
|
|
Quarterly
|
|
8-10 Days
|
FactSet
|
|
Daily
|
|
None
|
Institutional Shareholder Services (Proxy Voting Services)
|
|
Daily
|
|
None
|
ITG
|
|
Daily
|
|
None
|
LightPORT InvestCloud
|
|
Daily
|
|
None
|
Middle Office Solutions, LLC
|
|
Daily
|
|
None
|
Morningstar
|
|
Daily
|
|
None
|
NaviSite, Inc.
|
|
Daily
|
|
None
|
State Street Bank and Trust Company (Fund Custodian and Accounting Agent)
|
|
Daily
|
|
None
|
SunGard/Protegent (formerly Dataware)
|
|
Daily
|
|
None
|
The Bank of New York Mellon
|
|
Daily
|
|
None
|
The Northern Trust Company
|
|
Daily
|
|
None
|
Thomson
|
|
Semi-annually
|
|
None
|
Thomson Reuters
|
|
Daily
|
|
None
|
Portfolio holdings information for a fund may also be released from time to time pursuant to
ongoing arrangements with the following parties:
|
|
|
|
|
Recipient
|
|
Frequency
|
|
Delay Before Dissemination
|
Advent
|
|
Daily
|
|
None
|
Broadridge
|
|
Daily
|
|
None
|
Deutsche Bank
|
|
Monthly
|
|
6-8 Business Days
|
DST International plc (DSTi)
|
|
Daily
|
|
None
|
Electra Information Systems
|
|
Daily
|
|
None
|
Fidelity
|
|
Quarterly
|
|
5 Business Days
|
Fitch
|
|
Monthly
|
|
6-8 Business Days
|
Frank Russell
|
|
Monthly
|
|
1 Day
|
Glass Lewis & Co.
|
|
Daily
|
|
None
|
Informa Investment Solutions
|
|
Quarterly
|
|
8-10 Days
|
Interactive Data Corp
|
|
Daily
|
|
None
|
Liberty Hampshire
|
|
Weekly and Month End
|
|
None
|
S&P (Rating Agency)
|
|
Weekly Tuesday Night
|
|
1 Business Day
|
SunTrust
|
|
Weekly and Month End
|
|
None
|
Wilshire Associates Inc.
|
|
Quarterly
|
|
10 Business Days
|
Excluded from the lists of ongoing arrangements set forth above are ongoing arrangements where
either (i) the disclosure of portfolio holdings information occurs concurrently with or after the time at which the portfolio holdings information is included in a public filing with the SEC that is required to include the information, or
(ii) a funds portfolio holdings information is made available no earlier than the day next following the day on which the fund makes the information available on its website, as disclosed in the funds Prospectus. The approval of the
funds Chief Compliance Officer, or designee, must be obtained before entering into any new ongoing arrangement or altering any existing ongoing arrangement to make available portfolio holdings information, or with respect to any exceptions
from the policy.
73
Release of limited portfolio holdings information
In addition to the ongoing arrangements described above, a funds complete or partial list of holdings (including size of positions)
may be released to another party on a
one-time
basis, provided the party receiving the information has executed a
non-disclosure
and confidentiality agreement and
provided that the specific release of information has been approved by the funds Chief Compliance Officer or designee as consistent with the policy. By way of illustration and not of limitation, release of
non-public
information about a funds portfolio holdings may be made (i) to a proposed or potential adviser or subadviser or other investment manager asked to provide investment management services
to the fund, or (ii) to a third party in connection with a program or similar trade.
In addition, the policy permits the
release to investors, potential investors, third parties and Legg Mason personnel that are not fund-affiliated personnel of limited portfolio holdings information in other circumstances, including:
1. A funds top ten securities, current as of month-end, and the individual size of each such security position may
be released at any time following
month-end
with simultaneous public disclosure.
2. A funds top ten securities positions (including the aggregate but not individual size of such positions) may be released at any time with simultaneous public disclosure.
3. A list of securities (that may include fund holdings together with other securities) followed by an investment
professional (without position sizes or identification of particular funds) may be disclosed to sell-side brokers at any time for the purpose of obtaining research and/or market information from such brokers.
Exceptions to the policy
A funds Chief Compliance Officer, or designee, may, as is deemed appropriate, approve exceptions from the policy. Exceptions are
granted only after a thorough examination and consultation with the managers legal department, as necessary. Exceptions from the policy are reported annually to each funds board.
Limitations of policy
The funds portfolio holdings policy is
designed to prevent sharing of portfolio information with third parties that have no legitimate business purpose for accessing the information. The policy may not be effective to limit access to portfolio holdings information in all circumstances,
however. For example, the manager or a subadviser may manage accounts other than a fund that have investment objectives and strategies similar to those of a fund. Because these accounts, including a fund, may be similarly managed, portfolio holdings
may be similar across the accounts. In that case, an investor in another account managed by the manager or a subadviser may be able to infer the portfolio holdings of the fund from the portfolio holdings in that investors account.
INVESTMENT PROFESSIONAL DISCLOSURE
The following tables set forth certain additional information with respect to the investment professionals responsible for the day-to-day
management for each of the funds. Unless noted otherwise, all information is provided as of October 31, 2013.
Other Accounts
Managed by Investment Professionals
The table below identifies, for each investment professional, the number of accounts
(other than the fund with respect to which information is provided) for which the investment professional has
day-to-day
management responsibilities and the total assets
in such accounts, within each of the following categories: registered
74
investment companies, other pooled investment vehicles and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance are also
indicated.
Data for registered investment companies is shown based on the specific investment professionals that are named in
the applicable disclosure documents. Data for other pooled investment vehicles and other accounts is reported based on Western Assets practice of naming a particular individual to maintain oversight responsibility for each vehicle/account.
Where the named individual has been assigned primary responsibility for oversight of another pooled investment vehicle or other account, that vehicle/account has been allocated to that individual for disclosure purposes, but not other investment
professionals that may be involved in managing that vehicle/account.
SMASh Series M Fund
|
|
|
|
|
|
|
|
|
|
|
Investment Professional
|
|
Type of Account
|
|
Number of
Accounts Managed
|
|
Total Assets
Managed
($ in billions)
|
|
Number of Accounts
Managed for which
Advisory Fee
is
Performance-Based
|
|
Assets Managed for
which Advisory Fee
is
Performance-Based
($ in billions)
|
Stephen A. Walsh*
|
|
Registered investment
companies
|
|
104
|
|
186.2
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
246
|
|
92.6
|
|
9
|
|
1.6
|
|
|
Other accounts
|
|
711
|
|
171.2
|
|
59
|
|
15.5
|
Frederick R. Marki
|
|
Registered investment
companies
|
|
3
|
|
2.9
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
9
|
|
1.1
|
|
1
|
|
0.3
|
|
|
Other accounts
|
|
22
|
|
6.1
|
|
7
|
|
1.3
|
Anup Agarwal
|
|
Registered investment
companies
|
|
2
|
|
1.3
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
10
|
|
4.3
|
|
3
|
|
0.3
|
|
|
Other accounts
|
|
44
|
|
4.7
|
|
None
|
|
None
|
Bonnie M. Wongtrakool
|
|
Registered investment
companies
|
|
1
|
|
0.9
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
1
|
|
2.3
|
|
None
|
|
None
|
|
|
Other accounts
|
|
11
|
|
2.7
|
|
None
|
|
None
|
S. Kenneth Leech*
|
|
Registered investment
companies
|
|
24
|
|
18.5
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
55
|
|
34.2
|
|
2
|
|
0.3
|
|
|
Other accounts
|
|
109
|
|
31.8
|
|
10
|
|
3.4
|
*
|
It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S.
Kenneth Leech will join the funds portfolio management team at that time. Information in this table relating to Mr. Leech does not reflect additional accounts for which he is expected to join the portfolio management team on or about March 31,
2014.
|
75
SMASh Series C Fund
|
|
|
|
|
|
|
|
|
|
|
Investment Professional
|
|
Type of Account
|
|
Number of
Accounts Managed
|
|
Total Assets
Managed
($ in billions)
|
|
Number of Accounts
Managed for which
Advisory Fee
is
Performance-Based
|
|
Assets Managed for
which Advisory Fee
is
Performance-Based
($ in billions)
|
Stephen A. Walsh*
|
|
Registered investment
companies
|
|
104
|
|
186.4
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
246
|
|
92.6
|
|
9
|
|
1.6
|
|
|
Other accounts
|
|
711
|
|
171.2
|
|
59
|
|
15.5
|
Ryan K. Brist
|
|
Registered investment
companies
|
|
9
|
|
1.8
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
14
|
|
10.7
|
|
None
|
|
None
|
|
|
Other accounts
|
|
43
|
|
15.8
|
|
2
|
|
0.4
|
Michael C. Buchanan
|
|
Registered investment
companies
|
|
42
|
|
33.3
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
57
|
|
30.9
|
|
4
|
|
0.9
|
|
|
Other accounts
|
|
199
|
|
15.8
|
|
20
|
|
7.0
|
Frederick R. Marki
|
|
Registered investment
companies
|
|
3
|
|
3.0
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
9
|
|
1.1
|
|
1
|
|
0.3
|
|
|
Other accounts
|
|
22
|
|
6.1
|
|
7
|
|
1.3
|
S. Kenneth Leech*
|
|
Registered investment
companies
|
|
24
|
|
18.5
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
55
|
|
34.2
|
|
2
|
|
0.3
|
|
|
Other accounts
|
|
109
|
|
31.8
|
|
10
|
|
3.4
|
*
|
It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S.
Kenneth Leech will join the funds portfolio management team at that time. Information in this table relating to Mr. Leech does not reflect additional accounts for which he is expected to join the portfolio management team on or about March 31,
2014.
|
76
SMASh Series EC Fund
Stephen A. Walsh, Ryan K. Brist, Michael C. Buchanan, Keith J. Gardner and Frederick R. Marki
|
|
|
|
|
|
|
|
|
|
|
Investment Professional
|
|
Type of Account
|
|
Number of
Accounts Managed
|
|
Total Assets
Managed
($ in billions)
|
|
Number of Accounts
Managed for which
Advisory Fee
is
Performance-Based
|
|
Assets Managed
for
which Advisory Fee is
Performance-Based
($ in billions)
|
Stephen A. Walsh*
|
|
Registered investment
companies
|
|
104
|
|
186.4
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
246
|
|
92.6
|
|
9
|
|
1.6
|
|
|
Other accounts
|
|
711
|
|
171.2
|
|
59
|
|
15.5
|
Ryan K. Brist
|
|
Registered investment
companies
|
|
9
|
|
1.9
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
14
|
|
10.7
|
|
None
|
|
None
|
|
|
Other accounts
|
|
43
|
|
15.8
|
|
2
|
|
0.4
|
Michael C. Buchanan
|
|
Registered investment
companies
|
|
42
|
|
33.4
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
57
|
|
30.9
|
|
4
|
|
0.9
|
|
|
Other accounts
|
|
199
|
|
15.8
|
|
20
|
|
7.0
|
Keith J. Gardner
|
|
Registered investment
companies
|
|
30
|
|
25.4
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
30
|
|
13.1
|
|
1
|
|
0.1
|
|
|
Other accounts
|
|
163
|
|
38.1
|
|
19
|
|
7.0
|
Frederick R. Marki
|
|
Registered investment
companies
|
|
3
|
|
3.1
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
9
|
|
1.1
|
|
1
|
|
0.3
|
|
|
Other accounts
|
|
22
|
|
6.1
|
|
7
|
|
1.3
|
S. Kenneth Leech*
|
|
Registered investment
companies
|
|
24
|
|
18.5
|
|
None
|
|
None
|
|
|
Other pooled
investment vehicles
|
|
55
|
|
34.2
|
|
2
|
|
0.3
|
|
|
Other accounts
|
|
109
|
|
31.8
|
|
10
|
|
3.4
|
*
|
It is anticipated that Mr. Walsh will step down as a member of the funds portfolio management team effective on or about March 31, 2014 and that S.
Kenneth Leech will join the funds portfolio management team at that time. Information in this table relating to Mr. Leech does not reflect additional accounts for which he is expected to join the portfolio management team on or about March 31,
2014.
|
77
Investment Professional Compensation
With respect to the compensation of a funds investment professionals, the subadvisers compensation system assigns each
employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market
value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the subadvisers employees are eligible for bonuses. These are structured to closely align the interests of employees
with those of the subadviser, and are determined by the professionals job function and
pre-tax
performance as measured by a formal review process. All bonuses are completely discretionary. The principal
factor considered is an investment professionals investment performance versus appropriate peer groups and benchmarks (
e.g.
, a securities index and, with respect to a fund, the benchmark set forth in the funds prospectus to which
the funds average annual total returns are compared or, if none, the benchmark set forth in the funds annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensationwith 3 and 5 years having a larger emphasis.
The subadviser may also measure an investment professionals
pre-tax
investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally
responsible for multiple accounts (including the funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be
considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the
subadvisers business.
Finally, in order to attract and retain top talent, all professionals are eligible for additional
incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason stock options and long-term incentives that vest over a set period of time past the award date.
Conflicts of Interest
The manager, subadviser and investment professionals have interests which conflict with the interests of the funds. There is no guarantee
that the policies and procedures adopted by the manager, the subadviser and the funds will be able to identify or mitigate these conflicts of interest.
Some examples of material conflicts of interest include:
Allocation of
Limited Time and Attention.
An investment professional who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. An investment professional may not be
able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those funds and accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund.
Such an investment professional may make general determinations across multiple funds, rather than tailoring a unique approach for each fund. The effects of this conflict may be more pronounced where funds and/or accounts overseen by a particular
investment professional have different investment strategies.
Allocation of Limited Investment Opportunities; Aggregation
of Orders.
If an investment professional identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a funds
ability to take full advantage of the investment opportunity. Additionally, the subadviser may aggregate transaction orders for multiple accounts for purpose of execution. Such aggregation may cause the price or brokerage costs to be less
favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. In addition, the subadvisers trade allocation policies may result in a funds orders not being fully executed or being
delayed in execution.
78
Pursuit of Differing Strategies.
At times, an investment professional may determine
that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with
respect to a particular security. In these cases, the investment professional may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the
detriment or benefit of one or more other funds and/or accounts. For example, an investment professional may determine that it would be in the interest of another account to sell a security that the fund holds long, potentially resulting in a
decrease in the market value of the security held by a fund.
Cross Trades.
Investment professionals may manage funds
that engage in cross trades, where one of the managers funds or accounts sells a particular security to another fund or account managed by the same manager. Cross trades may pose conflicts of interest because of, for example, the possibility
that one account sells a security to another account at a higher price than an independent third party would pay or otherwise enters into a transaction that it would not enter into with an independent party, such as the sale of a
difficult-to-obtain
security.
Selection of
Broker/Dealers.
Investment professionals may select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some
brokers and dealers provide the subadviser with brokerage and research services, These services may be taken into account in the selection of brokers and dealers whether a broker is being selected to effect a trade on an agency basis for a
commission or (as is normally the case for the funds) whether a dealer is being selected to effect a trade on a principal basis. This may result in the payment of higher brokerage fees and/or execution at a less favorable price than might have
otherwise been available. The services obtained may ultimately be more beneficial to certain of the managers funds or accounts than to others (but not necessarily to the funds that pay the increased commission or incur the less favorable
execution). A decision as to the selection of brokers and dealers could therefore yield disproportionate costs and benefits among the funds and/or accounts managed.
Variation in Financial and Other Benefits.
A conflict of interest arises where the financial or other benefits available to an investment professional differ among the funds and/or accounts that he
or she manages. If the amount or structure of the investment managers management fee and/or an investment professionals compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees
or performance-based management fees), the investment professional might be motivated to help certain funds and/or accounts over others. Similarly, the desire to maintain assets under management or to enhance the investment professionals
performance record or to derive other rewards, financial or otherwise, could influence the investment professional in affording preferential treatment to those funds and/or accounts that could most significantly benefit the investment professional.
An investment professional may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such funds and/or accounts. Also, an investment professionals or the
managers or the subadvisers desire to increase assets under management could influence the investment professional to keep a fund open for new investors without regard to potential benefits of closing the fund to new investors.
Additionally, the investment professional might be motivated to favor funds and/or accounts in which he or she has an ownership interest or in which the investment manager and/or its affiliates have ownership interests. Conversely, if an investment
professional does not personally hold an investment in the fund, the investment professionals conflicts of interest with respect to the fund may be more acute.
Related Business Opportunities.
The investment manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In
such cases, an investment professional may benefit, either directly or indirectly, by devoting disproportionate attention to the management of funds and/or accounts that provide greater overall returns to the investment manager and its affiliates.
Investment Professional Securities Ownership
On the date of this SAI, no investment professional owned shares of any fund.
79
THE TRUST
The Trust
The
certificate of trust to establish Legg Mason Partners Institutional Trust (referred to in this section as the Trust) was filed with the State of Maryland on October 4, 2006. As of April 16, 2007, each fund was redomiciled as a
series of the Trust. Immediately prior to such redomiciliation, each fund was a series of Citifunds Institutional Trust, a Massachusetts business trust.
The Trust is a Maryland statutory trust. A Maryland statutory trust is an unincorporated business association that is established under, and governed by, Maryland law. Maryland law provides a statutory
framework for the powers, duties, rights and obligations of the trustees and shareholders of a statutory trust, while the more specific powers, duties, rights and obligations of the trustees and the shareholders are determined by the trustees as set
forth in a trusts declaration of trust. Some of the more significant provisions of the Trusts declaration of trust (the Declaration) are described below.
Shareholder Voting
The Declaration provides for shareholder voting as
required by the 1940 Act or other applicable laws but otherwise permits, consistent with Maryland law, actions by the Trustees without seeking the consent of shareholders. The Trustees may, without shareholder approval, amend the Declaration or
authorize the merger or consolidation of the Trust into another trust or entity, reorganize the Trust, or any series or class into another trust or entity or a series or class of another entity, sell all or substantially all of the assets of the
Trust or any series or class to another entity, or a series or class of another entity, or terminate the Trust or any series or class.
A fund is not required to hold an annual meeting of shareholders, but a fund will call special meetings of shareholders whenever required by the 1940 Act or by the terms of the Declaration. The
Declaration provides for dollar-weighted voting which means that a shareholders voting power is determined not by the number of shares the shareholder owns, but by the dollar value of those shares determined on the record date. All
shareholders of record of all series and classes of the Trust vote together, except where required by the 1940 Act to vote separately by series or by class, or when the Trustees have determined that a matter affects only the interests of one or more
series or classes of shares.
Election and Removal of Trustees
The Declaration provides that the Trustees may establish the number of Trustees and that vacancies on the Board may be filled by the remaining Trustees, except when election of Trustees by the
shareholders is required under the 1940 Act. Trustees are then elected by a plurality of votes cast by shareholders at a meeting at which a quorum is present. The Declaration also provides that a mandatory retirement age may be set by action of
two-thirds
of the Trustees and that Trustees may be removed, with or without cause, by a vote of shareholders holding
two-thirds
of the voting power of the Trust, or by a vote
of
two-thirds
of the remaining Trustees. The provisions of the Declaration relating to the election and removal of Trustees may not be amended without the approval of
two-thirds
of the Trustees.
Amendments to the Declaration
The Trustees are authorized to amend the Declaration without the vote of shareholders, but no amendment may be made that impairs the
exemption from personal liability granted in the Declaration to persons who are or have been shareholders, Trustees, officers or employees of the Trust or that limits the rights to indemnification or insurance provided in the Declaration with
respect to actions or omissions of persons entitled to indemnification under the Declaration prior to the amendment.
80
Issuance and Redemption of Shares
A fund may issue an unlimited number of shares for such consideration and on such terms as the Trustees may determine. Shareholders are
not entitled to any appraisal, preemptive, conversion, exchange or similar rights, except as the Trustees may determine. A fund may involuntarily redeem a shareholders shares upon certain conditions as may be determined by the Trustees,
including, for example, if the shareholder fails to provide a fund with identification required by law, or if a fund is unable to verify the information received from the shareholder. Additionally, as discussed below, shares may be redeemed in
connection with the closing of small accounts.
Disclosure of Shareholder Holdings
The Declaration specifically requires shareholders, upon demand, to disclose to a fund information with respect to the direct and indirect
ownership of shares in order to comply with various laws or regulations, and a fund may disclose such ownership if required by law or regulation, or as the Trustees otherwise decide.
Small Accounts
The Declaration provides that a fund may close out a
shareholders account by redeeming all of the shares in the account if the account falls below a minimum account size (which may vary by class) that may be set by the Trustees from time to time. Alternately, the Declaration permits a fund to
assess a fee for small accounts (which may vary by class) and redeem shares in the account to cover such fees, or convert the shares into another share class that is geared to smaller accounts.
Series and Classes
The
Declaration provides that the Trustees may establish series and classes in addition to those currently established and to determine the rights and preferences, limitations and restrictions, including qualifications for ownership, conversion and
exchange features, minimum purchase and account size, expenses and charges, and other features of the series and classes. The Trustees may change any of those features, terminate any series or class, combine series with other series in the Trust,
combine one or more classes of a series with another class in that series or convert the shares of one class into shares of another class.
Each share of a fund, as a series of the Trust, represents an interest in the fund only and not in the assets of any other series of the Trust.
Shareholder, Trustee and Officer Liability
The Declaration provides that
shareholders are not personally liable for the obligations of a fund and requires a fund to indemnify a shareholder against any loss or expense arising from any such liability. The fund will assume the defense of any claim against a shareholder for
personal liability at the request of the shareholder. The Declaration further provides that a Trustee acting in his or her capacity of Trustee is not personally liable to any person, other than the Trust or its shareholders, in connection with the
affairs of the Trust. Each Trustee is required to perform his or her duties in good faith and in a manner he or she believes to be in the best interests of the Trust. All actions and omissions of Trustees are presumed to be in accordance with the
foregoing standard of performance, and any person alleging the contrary has the burden of proving that allegation.
The
Declaration limits a Trustees liability to the Trust or any shareholder to the full extent permitted under current Maryland law by providing that a Trustee is liable to the Trust or its shareholders for monetary damages only (a) to the
extent that it is proved that he or she actually received an improper benefit or profit in money, property, or services or (b) to the extent that a judgment or other final adjudication adverse to the Trustee is entered in a proceeding based on
a finding in the proceeding that the Trustees action, or failure to act, was the
81
result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Declaration requires the Trust to indemnify any persons who are or who have
been Trustees, officers or employees of the Trust to the fullest extent permitted by law against liability and expenses in connection with any claim or proceeding in which he or she is involved by virtue of having been a Trustee, officer or
employee. In making any determination as to whether any person is entitled to the advancement of expenses in connection with a claim for which indemnification is sought, such person is entitled to a rebuttable presumption that he or she did not
engage in conduct for which indemnification is not available.
The Declaration provides that any Trustee who serves as chair
of the Board or of a committee of the Board, lead independent Trustee, audit committee financial expert or in any other similar capacity will not be subject to any greater standard of care or liability because of such position.
Derivative Actions
The
Declaration provides a detailed process for the bringing of derivative actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to a fund or its
shareholders as a result of spurious shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by three unrelated shareholders must be made on the Trustees. The Declaration details information, certifications,
undertakings and acknowledgements that must be included in the demand. The Trustees are not required to consider a demand that is not submitted in accordance with the requirements contained in the Declaration. The Declaration also requires, in order
to bring a derivative action, the complaining shareholders must be joined in the action by shareholders owning, at the time of the alleged wrongdoing, at the time of the demand, and at the time the action is commenced, shares representing at least
5% of the voting power of the affected funds. The Trustees have a period of 90 days, which may be extended by an additional 60 days, to consider the demand. If a majority of the Trustees who are considered independent for the purposes of considering
the demand determine that a suit should be maintained, then the Trust will commence the suit and the suit will proceed directly and not derivatively. If a majority of the independent Trustees determines that maintaining the suit would not be in the
best interests of the funds, the Trustees are required to reject the demand and the complaining shareholders may not proceed with the derivative action unless the shareholders are able to sustain the burden of proof to a court that the decision of
the Trustees not to pursue the requested action was not consistent with the standard of performance required of the Trustees in performing their duties. If a demand is rejected, the complaining shareholders will be responsible for the costs and
expenses (including attorneys fees) incurred by the Trust in connection with the consideration of the demand, if in the judgment of the independent Trustees, the demand was made without reasonable cause or for an improper purpose. If a
derivative action is brought in violation of the Declaration, the shareholders bringing the action may be responsible for the funds costs, including attorneys fees.
The Declaration further provides that the funds shall be responsible for payment of attorneys fees and legal expenses incurred by a
complaining shareholder only if required by law, and any attorneys fees that the funds are obligated to pay shall be calculated using reasonable hourly rates. The Declaration also requires that actions by shareholders against the funds be
brought only in federal court in Baltimore, Maryland, or if not permitted to be brought in federal court, then in state court in Baltimore, Maryland, and that the right to jury trial be waived to the full extent permitted by law.
Determination of Public Offering Price
Each fund offers its shares on a continuous basis. The public offering price for shares of each fund is equal to the net asset value per share at the time of purchase.
82
TAXES
The following discussion is a brief summary of certain important U.S. federal income and excise (and, where noted, state and local) tax
consequences affecting the funds and their shareholders. The discussion is very general and is based on the laws in effect on the date of this SAI and existing judicial and administrative interpretations thereof, all of which are subject to change,
possibly with retroactive effect. No attempt is made to present a detailed explanation of all federal, state, local and foreign tax concerns, and the discussions set forth here and in the Prospectus do not constitute tax advice. Investors are urged
to consult their own tax advisers about the impact an investment in a fund may have on their own tax situation.
Taxation of a Fund
Each fund has elected to be treated, and intends to qualify each year, as a regulated investment company (a
RIC) under Subchapter M of the Code. Qualification as a RIC requires, among other things, that a fund:
(i) derive in each taxable year at least 90% of its gross income from: (a) dividends, interest, payments with respect to certain securities loans, and gains from the sales or other disposition of
stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies; and
(b) net income derived from interests in publicly traded partnerships (as defined in the Code), other than a publicly traded partnership that derives 90% or more of its gross income from the items described in
(a) above (each a Qualified Publicly Traded Partnership) (the Income Requirement); and
(ii) diversify its holdings so that, at the end of each quarter of each taxable year: (a) at least 50% of the value of the funds total assets is represented by (I) cash and cash items,
U.S. government securities, and the securities of other regulated investment companies, and (II) other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the funds
total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the funds total assets is invested in (I) the securities (other than U.S. government securities or the
securities of other regulated investment companies) of any one issuer, (II) the securities (other than the securities of other RICs) of any two or more issuers that the fund controls and that are determined to be engaged in the same or similar
trades or businesses or related trades or businesses, or (III) the securities of any one or more Qualified Publicly Traded Partnerships.
A funds investments in partnerships, if any, including in Qualified Publicly Traded Partnerships, may result in that fund being subject to state, local or foreign income, franchise or withholding
tax liabilities.
As a RIC, a fund will not be subject to federal income tax on its net investment income (
i.e.
, its
investment company taxable income (as defined in the Code), determined without regard to the deduction for dividends paid) and net capital gain (the excess of the funds net long-term capital gain over net short-term
capital loss), if any, that it distributes in each taxable year to its shareholders, provided that it distributes at least the sum of 90% of its investment company taxable income (determined without regard to the deduction for dividends paid) for
such taxable year and 90% of its net
tax-exempt
interest income for such taxable year. A fund will be subject to income tax at regular corporate tax rates on any taxable income
or gains that it does not
distribute to its shareholders.
If for any year a fund should fail to qualify under Subchapter M for tax treatment as a RIC,
or fail to satisfy the 90% distribution requirement, the fund would incur regular corporate federal income tax upon its income for that year, and it would not be entitled to deduct distributions to its shareholders in computing its taxable income.
In addition, distributions to shareholders, to the extent derived from a funds current and accumulated earnings and profits, including any distributions of net long-term capital gains, would be taxable to shareholders as ordinary dividend
income for federal income tax purposes. However, such dividends would be eligible, subject to any generally applicable limitations, (i) to be treated as qualified dividend income in the case of shareholders taxed as
83
individuals and (ii) for the dividends-received deduction in the case of corporate shareholders. Moreover, if a fund were to fail to qualify as a regulated investment company in any year, it
would be required to pay out its earnings and profits accumulated in that year in order to qualify again as a regulated investment company. Under certain circumstances, a fund could cure a failure to qualify as a regulated investment company, but in
order to do so, the fund may incur significant fund-level taxes and may be forced to dispose of certain assets. If a fund failed to qualify as a regulated investment company for a period greater than two taxable years, the fund would generally be
required to recognize any net built-in gains with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a regulated investment company in a subsequent year.
As stated above under the heading Manager in the section Management, LMPFA does not receive a fee from the funds
for providing investment advisory services, but LMPFA may benefit from the funds being an investment option in a separately managed account program. The funds have taken the position that this fee arrangement did not prevent the dividends paid by
the funds from qualifying for the dividends-paid deduction under section 561 of the Code under restrictions on preferential dividends within the meaning of Section 562(c) of the Code that were in effect prior to their repeal in 2010,
effective for tax years starting in 2011 and later. Investors should be aware that there is no authority on point, and that the IRS has expressed positions that could be interpreted as contrary to this position. If this fee arrangement were to cause
the dividends paid by a fund not to have qualified for the dividends-paid deduction because they were considered to be such preferential dividends the fund would have failed to qualify as a RIC with the consequences described in the preceding
paragraph.
A fund will be subject to a
non-deductible
4% excise tax to the extent
that the fund does not distribute by the end of each calendar year at least the sum of: (a) 98% of its ordinary income for such calendar year; (b) 98.2% of its capital gain net income for the
one-year
period ending, as a general rule, on October 31 of such year; plus (c) 100% of the undistributed income and gains from the preceding calendar years (if any) pursuant to the calculations in
(a) and (b). For this purpose, any income or gain retained by a fund that is subject to corporate income tax will be considered to have been distributed by year-end. In addition, the minimum amounts that must be distributed in any year to avoid
the excise tax will be increased or decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. The funds anticipate that they will pay such dividends and will make such distributions as are necessary
to avoid the application of this excise tax.
Interest or other income (including, in some cases, capital gains) received by a
fund from investments in foreign securities may be subject to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes in some cases. If more than
50% of the value of a funds assets at the close of any taxable year consists of stock or securities of foreign corporations, which for this purpose may include obligations of foreign governmental issuers, the fund may elect, for U.S. federal
income tax purposes, to treat any foreign income or withholding taxes paid by the fund as paid by its shareholders. For any year that a fund is eligible for and makes such an election, each shareholder of the fund will be required to include in its
income an amount equal to his or her allocable share of qualified foreign income taxes paid by the fund, and shareholders will be entitled, subject to certain holding period requirements and other limitations, to credit their portions of these
amounts against their United States federal income tax due, if any, or to deduct their portions from their United States taxable income, if any. No deductions for foreign taxes paid by such a fund may be claimed, however, by
non-corporate
shareholders who do not itemize deductions. Shareholders that are exempt from tax under Section 501(a) of the Code, such as certain pension plans, generally will derive no benefit from this
election. Foreign taxes paid by a fund will reduce the return from the funds investments.
Under Section 988 of the
Code, gains or losses attributable to fluctuations in exchange rates between the time a fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the fund actually collects such income or
receivables or pays such liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency, foreign currency forward contracts, certain foreign currency options or futures contracts and the disposition of
debt securities denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.
84
A funds transactions in zero coupon securities, foreign currencies, forward contracts,
options and futures contracts (including options, futures and forward contracts on foreign currencies) and short sales, if any, will be subject to special provisions of the Code (including provisions relating to hedging transactions and straddles)
that, among other things, may affect the character of gains and losses realized by a fund (that is, may affect whether gains or losses are ordinary or capital and, if capital, whether long-term or short-term), accelerate recognition of income of a
fund and defer recognition of certain of a funds losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. In addition, these provisions (1) will require a fund to
mark-to-market
certain types of positions in its portfolio each year (that is, treat them as if they were closed out) and (2) may cause a fund to recognize
income without receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution requirement for qualifying to be taxed as a RIC and to avoid both the corporate level tax and the 4% excise tax. In
order to distribute the income from such transactions and avoid a tax at the fund level, a fund may be required to liquidate investments that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the
fund. Each fund intends to monitor its transactions, to make the appropriate tax elections, and to make the appropriate entries in its books and records when it acquires any zero coupon securities, foreign currency, forward contract option, futures
contract or hedged investment, in order to mitigate the effect of these rules and preserve its eligibility for treatment as a regulated investment company.
A funds investments in so called section 1256 contracts, such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most
stock indices, are subject to special tax rules. All section 1256 contracts held by a fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in
the funds income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by the fund from positions in section 1256 contracts
closed during the taxable year. Provided such positions were held as capital assets and were not part of a hedging transaction or straddle, 60% of the resulting net gain or loss will be treated as long term capital gain or
loss, and 40% of such net gain or loss will be treated as short term capital gain or loss, regardless of the period of time the positions were actually held by the fund.
In general, gain or loss on a short sale is recognized when a fund closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss on a short sale
is generally considered as capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in the funds hands. Except with respect to certain situations where the property used by a fund to close a
short sale has a long-term holding period on the date of the short sale, special rules will generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of substantially
identical property held by a fund. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, substantially identical property has been held by a fund for more than one year. In
general, a fund will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered into.
As a result of entering into swap contracts, a fund may make or receive periodic net payments. A fund may also make or receive a payment
when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments generally will constitute ordinary income or deductions, while termination of a swap will generally result in capital
gain or loss (which will be long-term capital gain or loss if the fund has been a party to the swap for more than one year).
A fund may be required to treat amounts as taxable income or gain, subject to the distribution requirements referred to above, even
though no corresponding amounts of cash are received concurrently, as a result of
(1) mark-to-market
rules, constructive sale rules or rules applicable to PFICs (as
defined below), or partnerships or trusts in which the fund invests or to certain options, futures or forward contracts, or appreciated financial positions or (2) the inability to obtain cash distributions or other amounts due to
currency controls or restrictions
85
on repatriation imposed by a foreign country with respect to a funds investments (including through depository receipts) in issuers in such country or (3) tax rules applicable to debt
obligations acquired with original issue discount, including zero coupon or deferred payment bonds and
pay-in-kind
debt obligations, or to market discount if
an election is made with respect to such market discount. In order to distribute this income and avoid a tax on the fund, a fund might be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially
resulting in additional taxable gain or loss. A fund might also meet the distribution requirements by borrowing the necessary cash, thereby incurring interest expenses.
If a fund purchases shares in a passive foreign investment company (PFIC), and does not make certain elections, the fund may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on the fund in respect
of deferred taxes arising from such distributions or gains. The funds intend to limit their investments in PFICs as necessary to avoid such a tax. If a fund were to invest in a PFIC and were to timely elect to treat the PFIC as a qualified
electing fund (a QEF) under the Code, in lieu of the foregoing requirements, the fund would be required to include in income each year a portion of the ordinary earnings and net capital gain of the qualified electing fund, even if
not distributed, and such amounts would be subject to the 90% and excise tax distribution requirements described above. Alternatively, a fund can elect to
mark-to-market
at the end of each taxable year its shares in a PFIC; in this case, the fund would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases
included in income. The
mark-to-market
election must be made separately for each PFIC owned by a fund and, once made, would be effective for all subsequent taxable years
of the fund, unless revoked with the consent of the IRS. Under either election, a fund might be required to recognize in any year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year. In
order to distribute this income and avoid a tax on a fund, that fund may be required to liquidate investments that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the fund.
For U.S. federal income tax purposes, a funds unused capital loss carryforwards that arose in tax years that began on or before
December 22, 2010 (Pre-2011 Losses) are available to be applied against future capital gains, if any, realized by the fund prior to the expiration of the carryforwards.
Those carryforwards expire as follows:
|
|
|
|
|
Fund
|
|
October 31,
2017($)
|
|
SMASh Series EC Fund
|
|
|
369,720
|
|
Net
short-
and long-term capital losses incurred in
taxable years beginning after December 22, 2010 (Post-2010 Losses) may be carried forward without limit, and such carryforwards must be fully utilized before a fund will be permitted to utilize any carryforwards of Pre-2011 Losses.
As of October 31, 2013, the funds had no unused carryforwards of Post-2010 Losses.
Taxation of U.S. Shareholders
Tax Treatment of Distributions.
Except as discussed below, distributions from a fund will generally be taxable to shareholders as
ordinary income for U.S. federal income tax purposes, to the extent derived from the funds investment income and net short-term capital gains. Taxes on distributions of capital gains are determined by how long the fund owned the investments
that generated them, rather than how long a shareholder has owned his or her shares.
Qualified dividend
income received by a shareholder taxed as an individual and certain other
non-corporate
shareholders will be taxed at the rates applicable to long-term capital gain. In order for some
86
portion of the dividends received by a fund shareholder to be qualified dividend income, the fund must meet holding period and other requirements with respect to some portion of the
dividend-paying stocks held by the fund and the shareholder must meet holding period and other requirements with respect to the funds shares. Because the funds invest primarily in fixed income securities, it is not expected that any
significant portion of fund distributions will be derived from qualified dividend income.
If a fund makes a distribution to
its shareholders in excess of its current and accumulated earnings and profits, the excess distribution will be treated as a return of capital to the extent of a shareholders tax basis in his or her shares, and thereafter as
capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in his or her shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition of shares by such shareholder. Each shareholder
who receives distributions in the form of additional shares will be treated for U.S. federal income tax purposes as if receiving a distribution in an amount equal to the amount of money that the shareholder would have received if he or she instead
elected to receive cash dividends. A shareholders tax basis in the shares so received will be equal to the amount of distribution. Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that,
although the price of shares purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable to them.
Generally, dividends or distributions will be taxable in the year of receipt. However, if a fund declares a dividend in October, November or December that is payable to shareholders of record on a
specified date in such a month and that is actually paid during the following January, it will be deemed to have been received by the shareholders and paid by the fund on December 31 of the year in which the dividend was declared. The U.S.
federal income tax status of a funds distributions, including the portion that may be treated as qualified dividend income and the amount of any capital gain dividends paid by the fund, will be reported to shareholders annually.
A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual
and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount. This 3.8% tax also applies to all or a portion of the undistributed net investment income
of certain shareholders that are estates and trusts. For these purposes, interest, dividends and certain capital gains will generally be taken into account in computing a shareholders net investment income.
Dividends Received Deduction.
Because the funds invest primarily in fixed income securities, it is not expected that any
significant portion of fund distributions will be eligible for the dividends-received deduction.
Redemption, Sale or
Exchange of Fund Shares.
The redemption, sale or exchange of shares of a fund is a taxable event and may result in a gain or loss. Gain or loss, if any, recognized on the sale or other disposition of shares of a fund by a shareholder that is
subject to tax will be taxed as capital gain or loss if the shares are capital assets in the shareholders hands. Generally, a shareholders gain or loss will be a long-term gain or loss if the shares have been held for more than one year,
and otherwise a short-term capital gain or loss. However, if a shareholder sells or otherwise disposes of shares of a fund before holding them for more than six months, any loss on the sale or other disposition of such shares will be treated as a
long-term capital loss to the extent of any capital gain dividends received by the shareholder (or amounts credited to the shareholder as an undistributed capital gain) with respect to such shares. A loss realized on a sale, exchange or other
disposition of shares generally will be disallowed if substantially identical shares of the fund are acquired within a
61-day
period beginning 30 days before and ending 30 days after the date on which the
original shares are disposed of. In such case, the basis of the shares acquired will be adjusted to reflect the disallowed loss.
Reporting Requirements.
Treasury regulations provide that if a shareholder recognizes (i) in the case of an individual shareholder, a loss with respect to shares of $2 million or more in any
tax year or $4 million or more in any combination of tax years, or (ii) in the case of a corporate shareholder that is not an S corporation, $10 million or more in any tax year or $20 million or more in any combination of tax years, the
shareholder must
87
file with the Internal Revenue Service (IRS) a disclosure statement on IRS Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting
requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Backup Withholding.
Each fund may be required to withhold federal income tax (backup withholding) from dividends, redemption proceeds, and other reportable payments paid to
non-corporate
shareholders, including foreign shareholders. The backup withholding rate is currently 28%. This tax may be withheld from dividends if (i) the payee fails to furnish the fund with the payees
correct taxpayer identification number (
e.g.
, an individuals social security number), (ii) the IRS or a broker notifies the fund that the payee has failed to report properly certain interest and dividend income to the IRS and is
therefore subject to backup withholding, or (iii) when required to do so, the payee fails to certify that he or she is not subject to backup withholding. Redemption proceeds may be subject to withholding under the circumstances described in
(i) above. Backup withholding is not an additional tax, and any amounts overwithheld may be recovered by the shareholder, provided that a claim for refund is timely filed with the IRS. Backup withholding will not, however, be applied to
payments that have been subject to the 30% withholding tax on shareholders who are neither citizens nor residents of the United States.
Basis Reporting.
The funds, or, if you hold your shares through a Service Agent, your Service Agent, will report to the IRS the amount of proceeds that a shareholder receives from a redemption or
exchange of fund shares. For redemptions or exchanges of shares acquired on or after January 1, 2012, the funds will also report the shareholders basis in those shares and the character of any gain or loss that the shareholder realizes on the
redemption or exchange (
i.e.
, short-term or long-term), and certain related tax information. If a shareholder has a different basis for different shares of a fund in the same account (
e.g.
, if a shareholder purchased fund shares
in the same account when the shares were at different prices), the fund expects to use an average basis default method, in which the basis per share is reported as an average of the bases of the shareholders fund shares in the account. (For
these purposes, shares acquired prior to January 1, 2012 and shares acquired on or after January 1, 2012 will be treated as held in separate accounts.)
A shareholder may instruct a fund to use a method other than average basis for an account. If redemptions, including in connection with payment of an account fee, or exchanges have occurred in an account
to which the average basis method applied, the basis of the fund shares remaining in the account will continue to reflect the average basis notwithstanding the shareholders subsequent election of a different method. For further assistance,
shareholders who hold their shares directly with a fund may call the fund at 1-877-721-1926 Monday through Friday between 8:00 a.m. and 5:30 p.m. (Eastern time). Shareholders who hold shares through a Service Agent should contact the Service Agent
for further assistance or for information regarding the Service Agents default method for calculating basis and procedures for electing to use an alternative method. Shareholders should consult their tax advisers concerning the tax
consequences of applying the average basis method or electing another method of basis calculation, and should consider electing such other method prior to making redemptions or exchanges in their account.
Taxation of
Non-U.S.
Shareholders
Ordinary dividends and certain other payments made by a fund to
non-U.S.
shareholders are generally subject to withholding tax at a 30% rate (or such lower rate as
may be determined in accordance with any applicable treaty). In order to obtain a reduced rate of withholding, a
non-U.S.
shareholder will be required to provide an IRS Form
W-8BEN
certifying its entitlement to benefits under a treaty. The withholding tax does not apply to regular dividends paid to a
non-U.S.
shareholder who provides a Form
W-8ECI,
certifying that the dividends are effectively connected with the
non-U.S.
shareholders conduct of a trade or business within the United States. Instead, the
effectively connected dividends will be subject to regular U.S. income tax as if the
non-U.S.
shareholder were a U.S. shareholder. A
non-U.S.
corporation receiving
effectively connected dividends
88
may also be subject to additional branch profits tax imposed at a rate of 30% (or a lower treaty rate). A
non-U.S.
shareholder who fails to
provide an IRS Form
W-8BEN
or other applicable form may be subject to backup withholding at the appropriate rate.
The 30% withholding tax generally will not apply to distributions of the excess of net long-term capital gains over net short-term capital losses or to redemption proceeds.
For fund taxable years beginning before January 1, 2014, the 30% withholding tax also will not apply to dividends that a fund
reports as (i) interest-related dividends, to the extent such dividends are derived from the funds qualified net interest income, or (ii) short-term capital gain dividends, to the extent such dividends are derived from
the funds qualified short-term gain. Qualified net interest income is a funds net income derived from U.S. source interest and original issue discount, subject to certain exceptions and limitations.
Qualified short-term gain generally means the excess of the net short-term capital gain of a fund for the taxable year over its net long-term capital loss, if any.
Under legislation known as FATCA (the Foreign Account Tax Compliance Act), a fund will be required to withhold 30% of certain
ordinary dividends it pays after June 30, 2014, and 30% of the gross proceeds of share redemptions and certain capital gain dividends it pays after December 31, 2016, to shareholders that fail to meet prescribed information reporting or
certification requirements. In general, no such withholding will be required with respect to a U.S. person or non-U.S. individual that timely provides the certifications required by a fund or its agent on a valid IRS Form W-9 or W-8, respectively.
Shareholders potentially subject to withholding include foreign financial institutions (FFIs), such as non-U.S. investment funds, and non-financial foreign entities (NFFEs). To avoid withholding under FATCA, an FFI generally
must enter into an information sharing agreement with the Internal Revenue Service (IRS) in which it agrees to report certain identifying information (including name, address, and taxpayer identification number) with respect to its U.S.
account holders (which, in the case of an entity shareholder, may include its direct and indirect U.S. owners), and an NFFE generally must identify and provide other required information to a fund or other withholding agent regarding its U.S.
owners, if any. Such non-U.S. shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by regulations and other guidance. A non-U.S. shareholder resident or doing business in a country that has entered
into an intergovernmental agreement with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of such agreement.
The IRS has indicated that an FFI that is subject to the information sharing requirement will need to ensure that it will be identified
as FATCA-compliant in sufficient time to allow a fund to refrain from withholding beginning on July 1, 2014. A non-U.S. entity that invests in a fund will need to provide the fund with documentation properly certifying the entitys status under
FATCA in order to avoid FATCA withholding.
Non-U.S. investors should consult their own tax advisers regarding the impact
of these requirements on their investment in a fund.
Other Taxes
Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending on each
shareholders particular situation.
The foregoing is only a summary of certain material United States federal
income tax consequences (and, where noted, state and local tax consequences) affecting each fund and its shareholders. Current and prospective shareholders are advised to consult their own tax advisers with respect to the particular tax consequences
to them of an investment in a fund.
89
LEGAL MATTERS
On or about May 30, 2006, John Halebian, a purported shareholder of Western Asset New York Tax Free Money Market Fund (formerly known as
CitiSM New York Tax Free Reserves), a series of Legg Mason Partners Money Market Trust, formerly a series of CitiFunds Trust III (the Subject Trust), filed a complaint in the United States District Court for the Southern District of New
York against the persons who were then the independent trustees of the Subject Trust. The Subject Trust was also named in the complaint as a nominal defendant. The complaint raised derivative claims on behalf of the Subject Trust and putative class
claims against the then independent trustees in connection with the 2005 sale of Citigroups asset management business to Legg Mason and the related approval of new investment advisory agreements by the trustees and shareholders. In the
derivative claim, the plaintiff alleged that the independent trustees had breached their fiduciary duty to the Subject Trust and its shareholders by failing to negotiate lower fees or to seek competing bids from other qualified investment advisers
in connection with Citigroups sale to Legg Mason. In the claims brought on behalf of a putative class of shareholders, the plaintiff alleged that the echo voting provisions applicable to the proxy solicitation process violated the 1940 Act and
constituted a breach of fiduciary duty. The relief sought included rescission of the advisory agreement and an award of costs and attorney fees.
In advance of filing the complaint, Plaintiffs lawyers had made written demand for relief on the Board of the Subject Trust, and the Boards independent trustees formed a demand review
committee to investigate the matters raised in the demand and the expanded set of matters subsequently raised in the complaint. The demand review committee recommended that the action demanded by Plaintiff would not be in the best interests of the
Subject Trust. The independent trustees of the Subject Trust considered the committees report, adopted the recommendation of the committee, and directed counsel to move to dismiss the complaint.
The Federal district court dismissed the complaint in its entirety in July 2007. In May 2011, the U.S. Court of Appeals for the Second
Circuit affirmed the district courts dismissal as to the class claims, and remanded the remaining claim relating to the demand review committee that had examined the derivative claim to the district court with instructions to convert the
motion to dismiss into a motion for summary judgment. In July 2012, the district court granted summary judgment in favor of the defendants. In August 2012, Plaintiff filed an appeal. In November 2013, the U.S. Court of Appeals for the Second Circuit
issued a summary order affirming the dismissal of the case in its entirety. On November 26, 2013, Plaintiff filed a petition for panel rehearing and for rehearing en banc with the U.S. Court of Appeals for the Second Circuit. On January 13, 2014,
the appeals court denied Plaintiffs petition.
* * *
The foregoing speaks only as of the date of this SAI. Additional lawsuits presenting allegations and requests for relief arising out of
or in connection with the foregoing matter may be filed against these and related parties in the future.
FINANCIAL STATEMENTS
The audited financial statements of each fund (Statement of Assets and Liabilities,
including the Schedule of Investments, as of October 31, 2013, Statement of Operations for the year ended October 31, 2013, Statements of Changes in Net Assets for each of the years in the
two-year
period ended October 31, 2013, Financial Highlights for each of the years or periods in the five-year period ended October 31, 2013, and Notes to Financial Statements along with the Report of Independent Registered Public Accounting Firm,
each of which is included in the Annual Report to Shareholders of each fund), are incorporated by reference into this SAI (filed on December 24, 2013, Accession Number 0001193125-13-483928 with respect to SMASh Series M Fund, filed on
December 23, 2013, Accession Number 0001193125-13-483097 with respect to SMASh Series C Fund, and filed on December 24, 2013, Accession Number 0001193125-13-483925 with respect to SMASh Series EC Fund).
90
APPENDIX A
DESCRIPTION OF RATINGS
The ratings of Moodys Investors Service, Inc., Standard & Poors Ratings Group and Fitch Ratings represent their opinions as to the quality of various debt obligations. It should be
emphasized, however, that ratings are not absolute standards of quality. Consequently, debt obligations with the same maturity, coupon and rating may have different yields while debt obligations of the same maturity and coupon with different ratings
may have the same yield. As described by the rating agencies, ratings are generally given to securities at the time of issuances. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so.
Moodys Investors Service, Inc. Global Rating Scales
Ratings assigned on Moodys global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates,
financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a
default on contractually promised payments and the expected financial loss suffered in the event of default.
1
Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default on contractually promised payments.
2
Moodys differentiates structured finance ratings from fundamental ratings (i.e., ratings on nonfinancial corporate, financial
institution, and public sector entities) on the global long-term scale by adding (sf ) to all structured finance ratings. The (sf ) indicator was introduced on August 11, 2010 and explained in a special comment entitled, Moodys
Structured Finance Rating Scale. The addition of (sf ) to structured finance ratings should eliminate any presumption that such ratings and fundamental ratings at the same letter grade level will behave the same. The (sf ) indicator for
structured finance security ratings indicates that otherwise similarly rated structured finance and fundamental securities may have different risk characteristics. Through its current methodologies, however, Moodys aspire to achieve broad
expected equivalence in structured finance and fundamental rating performance when measured over a long period of time.
Description of
Moodys Investors Service, Inc.s Global Long-Term Obligation Ratings:
Aaa
Obligations rated Aaa are
judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
Obligations rated Aa are
judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are judged to be
upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are judged to be medium-grade
and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba
Obligations
rated Ba are judged to be speculative and are subject to substantial credit risk.
1
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For certain structured finance, preferred stock and hybrid securities in which payment default events are either not defined or do not match investors
expectations for timely payment, the ratings reflect the likelihood of impairment and the expected financial loss in the event of impairment.
|
2
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For certain structured finance, preferred stock and hybrid securities in which payment default events are either not defined or do not match investors
expectations for timely payment, the ratings reflect the likelihood of impairment.
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A-1
B
Obligations rated B are considered speculative and are subject to high credit
risk.
Caa
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit
risk.
Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect
of recovery of principal and interest.
C
Obligations rated C are the lowest rated and are typically in default,
with little prospect for recovery of principal or interest.
Note:
Moodys appends numerical
modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic rating category. Additionally, a (hyb) indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.
* * By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can
potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation
rating assigned to a hybrid security is an expression of the relative credit risk associated with that security.
Description of
Moodys Investors Service, Inc.s Global Short-Term Obligation Ratings:
P-1
Issuers (or supporting
institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or
supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3
Issuers
(or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP
Issuers
(or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Description of Moodys Investors
Service, Inc.s US Municipal Ratings:
US Municipal Short-Term Obligation Ratings:
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity.
Municipal notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuers long-term rating is
only one consideration in assigning the MIG rating. MIG ratings are divided into three levelsMIG 1 through MIG 3while speculative grade short-term obligations are designated SG.
MIG 1
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly
reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2
This
designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
A-2
MIG 3
This designation denotes acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins
of protection.
US Municipal Demand Obligation Ratings:
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating
and a demand obligation rating. The first element represents Moodys evaluation of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of risk associated with the ability to
receive purchase price upon demand (demand feature). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale.
The rating transitions on the VMIG scale, differ from those on the Prime scale to reflect the risk that external liquidity support
generally will terminate if the issuers long-term rating drops below investment grade.
VMIG 1
This
designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2
This designation denotes strong credit quality. Good protection is afforded by the strong short-term
credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price upon demand.
SG
This designation denotes
speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the
timely payment of purchase price upon demand.
Description of Standard & Poors Ratings Groups Long-Term Issue Credit
Ratings:
Long-Term Issue Credit Ratings are based, in varying degrees, on Standard & Poors analysis of the
following considerations: (1) likelihood of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; (2) nature of and provisions of the
obligation; and (3) protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the
event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured
and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated
AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors
capacity to meet its financial commitment on the obligation is very strong.
A-3
A
An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics.
BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse
conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues.
However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor
currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its
financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to
nonpayment.
C
A C rating is assigned to obligations that are currently highly vulnerable to
nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the
C rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instruments terms or when preferred stock is the subject of a distressed exchange
offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due, unless Standard &
Poors believes that such payments will be made within five business days, irrespective of any grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an
obligation are jeopardized. An obligations rating is lowered to D upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having
a total value that is less than par.
NR: This indicates that no rating has been requested, that there is insufficient
information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
A-4
Description of Standard & Poors Ratings Groups Short-Term Issue Credit Ratings:
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S.,
for example, that means obligations with an original maturity date of no more than 365 daysincluding commercial paper.
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The
obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on
these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more
susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.
D
A short-term obligation rated D is in payment default. The
D rating category is used when payments on an obligation are not made on the date due, unless Standard & Poors believes that such payments will be made within any stated grace period. However, any stated grace period
longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Description of Standard & Poors Ratings Groups Municipal Short-Term Note Ratings Definitions:
A Standard & Poors U.S. municipal note rating reflects Standard & Poors opinion about the liquidity factors
and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of
rating, if any, to assign, Standard & Poors analysis will review the following considerations: (1) amortization schedulethe larger the final maturity relative to other maturities, the more likely it will be treated as a
note; and (2) source of paymentthe more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1
Strong capacity to pay
principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
A-5
Description of Standard & Poors Ratings Groups Dual Ratings:
Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the
likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use
either short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, AAA/A-1+ or A-1+/A-1). With U.S. municipal short-term demand
debt, the U.S. municipal short-term note rating symbols are used for the first component of the rating (for example, SP-1+/A-1+).
Description of Standard & Poors Ratings Groups Active Qualifiers (Currently applied and/or outstanding)
Standard & Poors uses six qualifiers that limit the scope of a rating. The structure of the transaction can require the use
of a qualifier such as a p qualifier, which indicates the rating addressed the principal portion of the obligation only. Likewise, the qualifier can indicate a limitation on the type of information used, such as pi for public
information. A qualifier appears as a suffix and is part of the rating.
Federal deposit insurance limit: L
qualifier. Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
Principal Payment: p qualifier. This suffix is used for issues in which the credit factors, the terms, or both, that
determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The p suffix indicates that the rating addresses the
principal portion of the obligation only. The p suffix will always be used in conjunction with the i suffix, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of
AAApNRi indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
Interest Payment: i qualifier. This suffix is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from
the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The i suffix indicates that the rating addresses the interest portion of the obligation only. The i suffix will always
be used in conjunction with the p suffix, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of AAApNRi indicating that the principal portion is rated AAA
and the interest portion of the obligation is not rated.
Public Information Ratings: pi qualifier. Ratings with a
pi suffix are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and
therefore may be based on less comprehensive information than ratings without a pi suffix. Ratings with a pi suffix are reviewed annually based on a new years financial statements, but may be reviewed on an interim
basis if a major event occurs that may affect the issuers credit quality.
Preliminary Ratings: prelim
qualifier. Preliminary ratings, with the prelim suffix, may be assigned to obligors or obligations, including financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by
Standard & Poors of appropriate documentation. Standard & Poors reserves the right not to issue a final rating. Moreover, if a final rating is issued, it may differ from the preliminary rating. (1)Preliminary ratings
may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. (2) Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with
defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. (3) Preliminary ratings may
A-6
be assigned to obligations that will likely be issued upon the obligors emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation and
discussions with the obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post-bankruptcy issuer as well as attributes of the anticipated
obligation(s). (4) Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in Standard & Poors opinion, documentation is close to final.
Preliminary ratings may also be assigned to these entities obligations. (5) Preliminary ratings may be assigned when a previously unrated entity is undergoing a well-formulated restructuring, recapitalization, significant financing or
other transformative event, generally at the point that investor or lender commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general
credit quality of the obligor, as well as attributes of the anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, Standard & Poors would likely withdraw these
preliminary ratings. (6) A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.
Termination Structures: t qualifier. This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and
cash settle all their contracts before their final maturity date.
Description of Fitch Ratings Corporate Finance Long-Term
Obligation Ratings:
Ratings of individual securities or financial obligations of a corporate issuer address relative
vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds
ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument,
The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%-50% on the senior, unsecured obligations of an issuer. As a result, individual obligations
of entities, such as corporations, are assigned ratings higher, lower, or the same as that entitys issuer rating or IDR. At the lower end of the ratings scale, Fitch Ratings now additionally publishes explicit Recovery Ratings in many cases to
complement issuer and obligation ratings.
AAA:
Highest credit quality
.
AAA ratings denote the
lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA:
Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong
capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A:
High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB:
Good credit quality. BBB ratings indicate that
expectations of credit risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB:
Speculative. BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse
changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
A-7
B:
Highly speculative. B ratings indicate that material credit risk is
present.
CCC:
Substantial credit risk. CCC ratings indicate that substantial credit risk is
present.
CC:
Very high levels of credit risk. CC ratings indicate very high levels of credit
risk.
C:
Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit
risk.
Defaulted obligations typically are not assigned RD or D ratings, but are instead
rated in the B to C rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability
to default and loss.
Note:
The modifiers + or - may be appended to a rating to
denote relative status within major rating categories. Such suffixes are not added to the AAA obligation rating category, or to corporate finance obligation ratings in the categories below CCC.
The subscript emr is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The
designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published
Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.
Description of Fitch Ratings Structured, Project & Public Finance Long-Term Obligation Ratings:
Ratings of structured finance, project finance and public finance obligations on the long-term scale, including the financial obligations of sovereigns, consider the obligations relative
vulnerability to default. These ratings are typically assigned to an individual security or tranche in a transaction and not to an issuer.
AAA:
Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial
commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA:
Very high credit
quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A:
High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB:
Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse
business or economic conditions are more likely to impair this capacity.
BB:
Speculative. BB ratings
indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.
B:
Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity
for continued payment is vulnerable to deterioration in the business and economic environment.
CCC:
Substantial credit
risk. Default is a real possibility.
A-8
CC:
Very high levels of credit risk. Default of some kind appears probable.
C:
Exceptionally high levels of credit risk. Default appears imminent or inevitable.
D:
Default. Indicates a default. Default generally is defined as one of the following: (1) failure to make payment of
principal and/or interest under the contractual terms of the rated obligation; (2) the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or (2) the
distressed exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid a probable payment default.
Structured Finance Defaults:
Imminent default, categorized under C, typically refers to the occasion where
a payment default has been intimated by the issuer, and is all but inevitable. Alternatively where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such
that it is not expected to pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation
is imminent, the obligation will typically be rated in the C category.
Structured Finance Write-downs:
Where an instrument has experienced an involuntary and, in the agencys opinion, irreversible write-down of principal (i.e. other than through amortization, and resulting in a loss to the investor), a credit rating of
D will be assigned to the instrument. Where the agency believes the write-down may prove to be temporary (and the loss may be written up again in future if and when performance improves), then a credit rating of
C will typically be as signed. Should the write-down then later be reversed, the credit rating will be raised to an appropriate level for that instrument. Should the write-down later be deemed as irreversible, the
credit rating will be lowered to D.
Notes
: In the case of structured and project finance,
while the ratings do not address the loss severity given default of the rated liability, loss severity assumptions on the underlying assets are nonetheless typically included as part of the analysis. Loss severity assumptions are used to derive pool
cash flows available to service the rated liability.
The suffix sf denotes an issue that is a structured
finance transaction. For an explanation of how Fitch determines structured finance ratings, please see our criteria available at www.Fitchratings.com.
In the case of public finance, the ratings do not address the loss given default of the rated liability, focusing instead on the vulnerability to default of the rated liability.
The modifiers + or - may be appended to a rating to denote relative status within major rating categories.
Such suffixes are not added to the AAA Long-Term Rating category, or categories below B.
Description of Fitch
Ratings Corporate, Public and Structured Finance Short-Term Obligation Ratings:
A short-term issuer or obligation
rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation.
Short-Term Ratings are assigned to obligations whose initial maturity is viewed as short term based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for
obligations in U.S. public finance markets.
F1:
Highest short-term credit quality. Indicates the strongest intrinsic
capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
A-9
F2:
Good short-term credit quality. Good intrinsic capacity for timely payment of
financial commitments.
F3:
Fair short-term credit quality. The intrinsic capacity for timely payment of financial
commitments is adequate.
B:
Speculative short-term credit quality. Minimal capacity for timely payment of financial
commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C:
High
short-term default risk. Default is a real possibility.
RD:
Restricted default. Indicates an entity that has defaulted
on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D:
Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
Notes to Fitch Ratings Long-Term and Short-Term Obligation Ratings:
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change.
These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can
be raised or lowered without being placed on Rating Watch first, if circumstances warrant such an action.
A Rating Watch is
typically event-driven and, as such, it is generally resolved over a relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The
Watch period is typically used to gather further information and/or subject the information to further analysis. Additionally, a Watch may be used where the rating implications are already clear, but where a triggering event (e.g. shareholder or
regulatory approval) exists. The Watch will typically extend to cover the period until the triggering event is resolved or its outcome is predictable with a high enough degree of certainty to permit resolution of the Watch.
Rating Watches can be employed by all analytical groups and are applied to the ratings of individual entities and/or individual
instruments. At the lowest categories of speculative grade (CCC, CC and C) the high volatility of credit profiles may imply that almost all ratings should carry a Watch. Watches are nonetheless only applied
selectively in these categories, where a committee decides that particular events or threats are best communicated by the addition of the Watch designation.
Rating Outlook: Ratings Outlooks indicate the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would
trigger a rating action, but which may do so if such trends continue. The majority of Outlooks are generally Stable, which is consistent with the historical migration experience of ratings over a one- to two-year period. Positive or Negative rating
Outlooks do not imply that a rating change is inevitable and, similarly, ratings with Stable Outlooks can be raised or lowered without a prior revision to the Outlook, if circumstances warrant such an action. Occasionally, where the fundamental
trend has strong, conflicting elements of both positive and negative, the Rating Outlook may be described as Evolving.
Outlooks are currently applied on the long-term scale to issuer ratings in corporate finance (including sovereigns, industrials,
utilities, financial institutions and insurance companies) and public finance outside the U.S.; to issue ratings in public finance in the U.S.; to certain issues in project finance; to Insurer Financial Strength Ratings; to issuer and/or issue
ratings in a number of National Rating scales; and to the ratings of structured finance transactions and covered bonds. Outlooks are not applied to ratings assigned on the short-term scale and are applied selectively to ratings in the
CCC, CC and C categories. Defaulted ratings typically do not carry an Outlook.
A-10
Deciding When to Assign Rating Watch or Outlook
Timing is informative but not critical to the choice of a Watch rather than an Outlook. A discrete event that is largely clear and the
terms of which are defined, but which will not happen for more than six monthssuch as a lengthy regulatory approval processwould nonetheless likely see ratings placed on Watch rather than a revision to the Outlook.
An Outlook revision may, however, be deemed more appropriate where a series of potential event risks has been identified, none of which
individually warrants a Watch but which cumulatively indicate heightened probability of a rating change over the following one to two years.
A revision to the Outlook may also be appropriate where a specific event has been identified, but where the conditions and implications of that event are largely unclear and subject to high execution risk
over an ex tended period for example a proposed, but politically controversial, privatization.
Expected Ratings: Where
a rating is referred to as expected, alternatively referred to as expects to rate or suffixed as (EXP), this indicates that a full rating has been assigned based upon the agencys expectations regarding final
documentation, typically based upon a review of the final draft documentation provided by the issuer. If such final documentation is received and is as expected, the expected rating will typically be converted to a final rating. Fitch may also
employ expects to rate language for new issuers (currently unrated) for ratings that are assigned in the course of a restructuring, refinancing or corporate reorganization. The expects to rate will reflect and refer to the
rating level expected following the conclusion of the proposed operation (debt issuance, restructure, or merger). While expected ratings typically convert to final ratings within a short time, determined by timing of transaction closure, in the
period between assignment of an expected rating and a final rating, expected ratings may be raised, lowered or placed on Rating Watch or withdrawn, as with final ratings.
Private Ratings: Fitch Ratings also prepares a limited number of private ratings, for example for entities with no publicly traded debt, or where the rating is required for internal benchmarking or
regulatory purposes. These ratings are generally provided directly to the rated entity, which is then responsible for ensuring that any party to whom it discloses the private rating is updated when any change in the rating occurs.
Private ratings undergo the same analysis, committee process and surveillance as published ratings, unless otherwise disclosed as
point-in-time in nature.
Program Ratings: Program ratings assigned to corporate and public finance note issuance
programs (e.g. medium-term note programs) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program.
Interest-Only Ratings: Interest-only ratings are assigned to interest strips. These ratings do not address the possibility
that a security holder might fail to recover some or all of its initial investment due to voluntary or involuntary principal repayments.
Principal-Only Ratings: Principal-only ratings address the likelihood that a security holder will receive its initial principal investment either before or by the scheduled maturity date.
Rate of Return Ratings: Ratings also may be assigned to gauge the likelihood of an investor receiving a certain
predetermined internal rate of return without regard to the precise timing of any cash flows.
Matured/Paid-In-Full: a.
MaturedThis action is used when an issue has reached the end of its repayment term and rating coverage is discontinued. Denoted as NR. b. Paid-In-FullThis action indicates that the issue has been paid
in full. As the issue no longer exists, it is therefore no longer rated. Denoted as PIF.
A-11
A designation of Not Rated or NR is used to denote securities not
rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Withdrawn: The
rating has been withdrawn and the issue or issuer is no longer rated by Fitch Ratings. Indicated in rating databases with the symbol WD.
Unenhanced Ratings: Unenhanced ratings reflect the underlying creditworthiness of financial instruments absent any credit enhancement that may be provided through bond insurance, financial
guarantees, dedicated letters of credit, liquidity facilities, or intercept mechanisms.
In some cases, Fitch may choose to
assign an unenhanced rating along with credit rating based on enhancement. The unenhanced rating indicates the creditworthiness of the financial instrument without considering any benefit of such enhancement. Financial obligations may be enhanced by
a guarantee instrument provided by a rated third party.
Non-Credit Rating Scales: In addition, Fitch Ratings provides
specialist ratings on other topics. Operational risk ratings are assigned to servicers of commercial and residential mortgages and other asset types.
Asset manager ratings opine on the relative operational and financial capabilities of asset managers, trustees and others. Fund Credit and/or Volatility Ratings are assigned to funds or local
government investment pools portfolio. Many of these ratings are offered internationally and in some cases on a national basis applying appropriate ratings modifiers and identifiers.
A-12
APPENDIX B
WESTERN ASSET MANAGEMENT COMPANY PROXY VOTING POLICIES AND PROCEDURES
Proxy Voting
Background
An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that
proxies are voted in the best interest of clients, in accordance with fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (Advisers Act). The authority to vote the proxies of our clients is established
through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets
has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
Policy
As a fixed income only manager, the occasion to vote proxies is
very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule
206(4)-6
under the Investment Advisers Act of 1940 (Advisers Act). In addition to SEC requirements governing advisers, our proxy voting policies reflect the
long-standing
fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the
responsibility for these votes lies with the Investment Manager.
While the guidelines included in the procedures are intended
to provide a benchmark for voting standards, each vote is ultimately cast on a
case-by-case
basis, taking into consideration the Firms contractual obligations to
our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset
Management Company Limited) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and Oversight
The Western Asset Legal and Compliance Department (Compliance Department) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated
through the Corporate Actions area of Investment Support (Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines
contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account
start-up
for proxy voting instructions. If an agreement is silent on proxy voting,
but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The
Legal and Compliance Department maintains a matrix of proxy
voting authority.
B-1
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions.
Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at
start-up
of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than
Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the
following actions:
|
a.
|
Proxies are reviewed to determine accounts impacted.
|
|
b.
|
Impacted accounts are checked to confirm Western Asset voting authority.
|
|
c.
|
Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for
further information on determining material conflicts of interest.)
|
|
d.
|
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict
is disclosed and Western Asset obtains the clients proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client
is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
|
|
e.
|
Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research
analysts and portfolio managers determine votes on a
case-by-case
basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt,
depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their decision is documented and maintained by the Legal and
Compliance Department.
|
|
f.
|
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the
proxy materials.
|
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for
returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to
Section 204-2
of the Advisers Act and ERISA DOL Bulletin
94-2.
These records include:
|
a.
|
A copy of Western Assets policies and procedures.
|
|
b.
|
Copies of proxy statements received regarding client securities.
|
|
c.
|
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
|
B-2
|
d.
|
Each written client request for proxy voting records and Western Assets written response to both verbal and written client requests.
|
|
e.
|
A proxy log including:
|
|
2.
|
Exchange ticker symbol of the issuers shares to be voted;
|
|
3.
|
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
|
|
4.
|
A brief identification of the matter voted on;
|
|
5.
|
Whether the matter was proposed by the issuer or by a shareholder of the issuer;
|
|
6.
|
Whether a vote was cast on the matter;
|
|
7.
|
A record of how the vote was cast; and
|
|
8.
|
Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
Disclosure
Western Assets proxy policies
are described in the firms Part II of
Form ADV. Clients will be provided a
copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance
Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
|
1.
|
Whether Western
(or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the
company or otherwise has an interest in the company;
|
|
2.
|
Whether Western
or an officer or director of Western
or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together,
Voting Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
|
|
3.
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.
|
Voting Guidelines
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples
outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types
of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy
statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
B-3
I. Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced
corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals
are as follows:
|
1.
|
Matters relating to the Board of Directors
|
Western Asset votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following
exceptions:
|
a.
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and
compensation committees composed solely of independent directors.
|
|
b.
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than
for service as a director.
|
|
c.
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
|
|
d.
|
Votes are cast on a
case-by-case
basis in contested elections of directors.
|
|
2.
|
Matters relating to Executive Compensation
|
Western Asset generally favors compensation programs that relate executive compensation to a companys long-term performance. Votes are cast on a
case-by-case
basis on board-approved proposals relating to executive compensation, except as follows:
|
a.
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual
dilution.
|
|
b.
|
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
|
|
c.
|
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stocks current market price.
|
|
d.
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount
for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
|
|
3.
|
Matters relating to Capitalization
|
The management of a companys capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each
company. As a result, Western Asset votes on a
case-by-case
basis on board-approved proposals involving changes to a companys capitalization except where Western
Asset is otherwise withholding votes for the entire board of directors.
|
a.
|
Western Asset votes for proposals relating to the authorization of additional common stock.
|
|
b.
|
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
|
|
c.
|
Western Asset votes for proposals authorizing share repurchase programs.
|
B-4
|
4.
|
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions
|
Western Asset votes these issues on a
case-by-case
basis on board-approved transactions.
|
5.
|
Matters relating to Anti-Takeover Measures
|
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to ratify or approve
shareholder rights plans.
|
|
b.
|
Western Asset votes on a
case-by-case
basis on proposals to adopt fair price provisions.
|
|
6.
|
Other Business Matters
|
Western
Asset votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to amend a companys
charter or bylaws.
|
|
b.
|
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
|
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek
to change some aspect of a companys corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder
proposals, except as follows:
|
1.
|
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
2.
|
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting guidelines for board-approved proposals.
|
|
3.
|
Western Asset votes on a
case-by-case
basis on other shareholder proposals where the
firm is otherwise withholding votes for the entire board of directors.
|
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or
closed-end
investment companies to
implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
|
1.
|
Western Asset votes on a
case-by-case
basis on proposals relating to changes in the
investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients portfolios.
|
|
2.
|
Western Asset votes on a
case-by-case
basis all proposals that would result in increases
in expenses (e.g., proposals to adopt
12b-1
plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
|
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in
non-U.S. issuersi.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a
U.S. securities exchange or the
B-5
NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be
appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
1.
|
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.
|
|
2.
|
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
|
|
3.
|
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing
requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
|
|
4.
|
Western Asset votes on a
case-by-case
basis on proposals relating to (1) the
issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where
shareholders have preemptive rights.
|
Retirement Accounts
For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies
for the client. The Department of Labor (DOL) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically
reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.
In order to comply with the DOLs position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement
Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf
of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the
client.
WESTERN ASSET MANAGEMENT COMPANY LIMITED PROXY VOTING POLICIES AND PROCEDURES
Proxy Voting
Policy
As a fixed income only manager, the occasion to vote proxies is very rare. However, Western Asset Management Company Limited
(Western Asset) has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule
206(4)-6
under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager
of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on
a
case-by-case
basis, taking into consideration Western Assets contractual obligations to our clients and all other relevant facts and circumstances at the time of
the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).
B-6
In exercising its voting authority, Western Asset will not consult or enter into agreements
with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset Management Company, its U.S. affiliate) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and
Oversight
The Western Asset Investment Services Department is responsible for administering and overseeing the proxy
voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions
on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
At account
start-up,
or upon amendment of an IMA, the applicable client IMA are similarly
reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account
Transition Team maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on
behalf of clients should forward them to Corporate Actions. Proxy Recipients of existing clients were reminded of the appropriate routing to Corporate Actions for proxy materials received and reminded of their responsibility to forward all proxy
materials on a timely basis. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at
start-up
of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate
Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Investment Services Department for coordination and the
following actions:
|
a.
|
Proxies are reviewed to determine accounts impacted.
|
|
b.
|
Impacted accounts are checked to confirm Western Asset voting authority.
|
|
c.
|
As part of the Annual Monitoring Program, the Legal and Compliance Department staff will review proxy issues to determine any material conflicts of interest. (See
conflicts of interest section of these procedures for further information on determining material conflicts of interest.)
|
|
d.
|
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict
is disclosed and Western Asset obtains the clients proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client
is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
|
|
e.
|
Investment Services Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote.
Research analysts and portfolio managers determine votes on a
case-by-case
basis taking into account the voting guidelines contained in these
|
B-7
|
procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or
portfolio managers basis for their decision is documented and maintained by the Legal and Compliance Department.
|
|
f.
|
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the
proxy materials.
|
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for
returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to
Section 204-2
of the Advisers Act and ERISA DOL Bulletin
94-2.
These records include:
|
a.
|
A copy of Western Assets policies and procedures.
|
|
b.
|
Copies of proxy statements received regarding client securities.
|
|
c.
|
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
|
|
d.
|
Each written client request for proxy voting records and Western Assets written response to both verbal and written client requests.
|
|
e.
|
A proxy log including:
|
|
2.
|
Exchange ticker symbol of the issuers shares to be voted;
|
|
3.
|
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
|
|
4.
|
A brief identification of the matter voted on;
|
|
5.
|
Whether the matter was proposed by the issuer or by a shareholder of the issuer;
|
|
6.
|
Whether a vote was cast on the matter;
|
|
7.
|
A record of how the vote was cast; and
|
|
8.
|
Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in Western Assets offices.
Disclosure
Western
Assets proxy policies are described in the Firms Part II of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been
voted.
B-8
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
|
1.
|
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or
otherwise has an interest in the company;
|
|
2.
|
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, Voting
Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
|
|
3.
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.
|
Voting Guidelines
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples
outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types
of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy
statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to
shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western
Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
|
1.
|
Matters relating to the Board of Directors
|
Western Asset votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following
exceptions:
|
a.
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and
compensation committees composed solely of independent directors.
|
|
b.
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than
for service as a director.
|
|
c.
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
|
|
d.
|
Votes are cast on a
case-by-case
basis in contested elections of directors.
|
B-9
|
2.
|
Matters relating to Executive Compensation
|
Western Asset generally favours compensation programs that relate executive compensation to a companys long-term performance. Votes are cast on a
case-by-case
basis on board-approved proposals relating to executive compensation, except as follows:
|
a.
|
Except where the Firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual
dilution.
|
|
b.
|
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
|
|
c.
|
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stocks current market price.
|
|
d.
|
Except where the Firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount
for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
|
|
3.
|
Matters relating to Capitalization
|
The management of a companys capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each
company. As a result, Western Asset votes on a
case-by-case
basis on board-approved proposals involving changes to a companys capitalization except where Western
Asset is otherwise withholding votes for the entire board of directors.
|
a.
|
Western Asset votes for proposals relating to the authorisation of additional common stock.
|
|
b.
|
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
|
|
c.
|
Western Asset votes for proposals authorizing share repurchase programs.
|
|
4.
|
Matters relating to Acquisitions, Mergers, Reorganisations and Other Transactions
|
Western Asset votes these issues on a
case-by-case
basis on board-approved transactions.
|
5.
|
Matters relating to Anti-Takeover Measures
|
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to ratify or approve
shareholder rights plans.
|
|
b.
|
Western Asset votes on a
case-by-case
basis on proposals to adopt fair price provisions.
|
|
6.
|
Other Business Matters
|
Western Asset votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to
the shareholder meeting.
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to amend a companys
charter or bylaws.
|
|
b.
|
Western Asset votes against authorisation to transact other unidentified, substantive business at the meeting.
|
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek
to change some aspect of a companys corporate governance structure or to
B-10
change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder proposals, except as follows:
|
1.
|
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
2.
|
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting guidelines for board-approved proposals.
|
|
3.
|
Western Asset votes on a
case-by-case
basis on other shareholder proposals where the
Firm is otherwise withholding votes for the entire board of directors.
|
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or
closed-end
investment companies to
implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
|
1.
|
Western Asset votes on a
case-by-case
basis on proposals relating to changes in the
investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients portfolios.
|
|
2.
|
Western Asset votes on a
case-by-case
basis all proposals that would result in increases
in expenses (e.g., proposals to adopt
12b-1
plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
|
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in
non-U.S.
issuersi.e. issuers that are incorporated under the laws of a foreign
jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines,
however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
1.
|
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.
|
|
2.
|
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
|
|
3.
|
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing
requirements of U.S. stock exchanges and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
|
|
4.
|
Western Asset votes on a
case-by-case
basis on proposals relating to (1) the
issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not have
pre-emptive
rights, or (2) the issuance of common stock in excess of 100% of a
companys outstanding common stock where shareholders have
pre-emptive
rights.
|
Retirement Accounts
For
accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The US Department of Labor (DOL) has issued a bulletin that states that investment
managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting
the proxies, the DOL has determined that the responsibility remains with the investment manager.
B-11
In order to comply with the DOLs position, Western Asset will be presumed to have the
obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western
Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with
any proxy voting guidelines provided by the client.
WESTERN ASSET MANAGEMENT COMPANY PTE. LTD. (WAMC)
PROXY VOTING POLICIES AND PROCEDURES
Proxy Voting
Policy
WAMC has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the
best interest of clients, in accordance with our fiduciary duties and the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and
responsibilities for ERISA accounts.
In exercising its voting authority, WAMC will not consult or enter into agreements with
officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and Oversight
The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering
of proxies is coordinated through the Corporate Actions area of Investment Support (Corporate Actions). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any
applicable guidelines contained in these procedures.
Client Authority
At account
start-up,
or upon amendment of an IMA, the applicable client IMA are similarly
reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Client Account
Transition Team maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on
behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are
notified at
start-up
of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel
other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for
coordination and the following actions:
|
a.
|
Proxies are reviewed to determine accounts impacted.
|
|
b.
|
Impacted accounts are checked to confirm Western Asset voting authority.
|
B-12
|
c.
|
Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for
further information on determining material conflicts of interest.)
|
|
d.
|
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict
is disclosed and Western Asset obtains the clients proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client
is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.
|
|
e.
|
Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research
analysts and portfolio managers determine votes on a
case-by-case
basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt,
depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their decision is documented and maintained by the Legal and
Compliance Department.
|
|
f.
|
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the
proxy materials.
|
Timing
Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for
returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to
Section 204-2
of the Advisers Act and ERISA DOL Bulletin
94-2.
These records include:
|
a.
|
A copy of Western Assets policies and procedures.
|
|
b.
|
Copies of proxy statements received regarding client securities.
|
|
c.
|
A copy of any document created by Western Asset that was material to making a decision how to vote proxies.
|
|
d.
|
Each written client request for proxy voting records and Western Assets written response to both verbal and written client requests.
|
|
e.
|
A proxy log including:
|
|
2.
|
Exchange ticker symbol of the issuers shares to be voted;
|
|
3.
|
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
|
|
4.
|
A brief identification of the matter voted on;
|
|
5.
|
Whether the matter was proposed by the issuer or by a shareholder of the issuer;
|
|
6.
|
Whether a vote was cast on the matter;
|
|
7.
|
A record of how the vote was cast; and
|
|
8.
|
Whether the vote was cast for or against the recommendation of the issuers management team.
|
B-13
Records are maintained in an easily accessible place for five years, the first two in
Western Assets offices.
Disclosure
Western Assets proxy policies are described in the firms Part II of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients
may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are
not limited to:
|
1.
|
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or
otherwise has an interest in the company;
|
|
2.
|
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, Voting
Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
|
|
3.
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.
|
Voting Guidelines
Western Assets substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples
outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types
of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy
statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to
shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western
Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
|
1.
|
Matters relating to the Board of Directors
|
Western Asset votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following
exceptions:
|
a.
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and
compensation committees composed solely of independent directors.
|
|
b.
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than
for service as a director.
|
B-14
|
c.
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
|
|
d.
|
Votes are cast on a
case-by-case
basis in contested elections of directors.
|
|
2.
|
Matters relating to Executive Compensation
|
Western Asset generally favors compensation programs that relate executive compensation to a companys long-term performance. Votes are cast on a
case-by-case
basis on board-approved proposals relating to executive compensation, except as follows:
|
a.
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual
dilution.
|
|
b.
|
Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.
|
|
c.
|
Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stocks current market price.
|
|
d.
|
Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount
for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
|
|
3.
|
Matters relating to Capitalization
|
The management of a companys capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each
company. As a result, Western Asset votes on a
case-by-case
basis on board-approved proposals involving changes to a companys capitalization except where Western
Asset is otherwise withholding votes for the entire board of directors.
|
a.
|
Western Asset votes for proposals relating to the authorization of additional common stock.
|
|
b.
|
Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).
|
|
c.
|
Western Asset votes for proposals authorizing share repurchase programs.
|
|
4.
|
Matters relating to Acquisitions, Mergers, Reorganisations and Other Transactions
|
Western Asset votes these issues on a
case-by-case
basis on board-approved transactions.
|
5.
|
Matters relating to Anti-Takeover Measures
|
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to ratify or approve
shareholder rights plans.
|
|
b.
|
Western Asset votes on a
case-by-case
basis on proposals to adopt fair price provisions.
|
|
6.
|
Other Business Matters
|
Western Asset votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to
the shareholder meeting.
|
a.
|
Western Asset votes on a
case-by-case
basis on proposals to amend a companys
charter or bylaws.
|
|
b.
|
Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.
|
B-15
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek to change some aspect of a companys corporate governance
structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the companys board of directors on all shareholder proposals, except as follows:
|
1.
|
Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
2.
|
Western Asset votes for shareholder proposals that are consistent with Western Assets proxy voting guidelines for board-approved proposals.
|
|
3.
|
Western Asset votes on a
case-by-case
basis on other shareholder proposals where the
firm is otherwise withholding votes for the entire board of directors.
|
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or
closed-end
investment companies to
implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
|
1.
|
Western Asset votes on a
case-by-case
basis on proposals relating to changes in the
investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients portfolios.
|
|
2.
|
Western Asset votes on a
case-by-case
basis all proposals that would result in increases
in expenses (e.g., proposals to adopt
12b-1
plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
|
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in
non-U.S.
issuersi.e. issuers that are incorporated under the laws of a foreign
jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines,
however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
|
1.
|
Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.
|
|
2.
|
Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
|
|
3.
|
Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing
requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
|
|
4.
|
Western Asset votes on a
case-by-case
basis on proposals relating to (1) the
issuance of common stock in excess of 20% of a companys outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where
shareholders have preemptive rights.
|
Retirement Accounts
For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies
for the client. The Department of Labor (DOL) has issued a bulletin that
B-16
states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named
fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.
In order to comply with the DOLs position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement
Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf
of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the
client.
WESTERN ASSET MANAGEMENT COMPANY LTD (WAMJ)
PROXY VOTING POLICIES AND PROCEDURES
Proxy Voting
Policy
As a fixed income only manager, the occasion to vote proxies for WAMJ is very rare. However, the Firm has adopted and implemented policies
and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on
a
case-by-case
basis, taking into consideration the Firms contractual obligations to our clients and all other relevant facts and circumstances at the time of the
vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting
authority, WAMJ will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and
Oversight
The WAMJ Legal and Compliance Department (Compliance Department) is responsible for administering
and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (Corporate Actions). Research analysts and portfolio managers are responsible for determining
appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
At account
start-up,
or upon amendment of an IMA, the applicable client IMA are
similarly reviewed. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority, WAMJ will assume responsibility for proxy voting. The Client Account Transition Team maintains a matrix of proxy voting
authority.
B-17
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (Proxy Recipients) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy
Recipients for new clients (or, if WAMJ becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at
start-up
of
appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If WAMJ personnel other than Corporate Actions receive proxy materials, they should promptly
forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:
|
a.
|
Proxies are reviewed to determine accounts impacted.
|
|
b.
|
Impacted accounts are checked to confirm WAMJ voting authority.
|
|
c.
|
Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for
further information on determining material conflicts of interest.)
|
|
d.
|
If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict
is disclosed and WAMJ obtains the clients proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a
mutual fund or other commingled vehicle), WAMJ seeks voting instructions from an independent third party.
|
|
e.
|
Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research
analysts and portfolio managers determine votes on a
case-by-case
basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt,
depending on the best interest of each individual client, WAMJ may vote the same proxy differently for different clients. The analysts or portfolio managers basis for their decision is documented and maintained by the Legal and
Compliance Department.
|
|
f.
|
Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the
proxy materials.
|
Timing
WAMJ personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy
votes.
Recordkeeping
WAMJ maintains records of proxies. These records include:
|
a.
|
A copy of WAMJs policies and procedures.
|
|
b.
|
Copies of proxy statements received regarding client securities.
|
|
c.
|
A copy of any document created by WAMJ that was material to making a decision how to vote proxies.
|
|
d.
|
Each written client request for proxy voting records and WAMJs written response to both verbal and written client requests.
|
B-18
|
e.
|
A proxy log including:
|
|
2.
|
Exchange ticker symbol of the issuers shares to be voted;
|
|
3.
|
Committee on Uniform Securities Identification Procedures (CUSIP) number for the shares to be voted;
|
|
4.
|
A brief identification of the matter voted on;
|
|
5.
|
Whether the matter was proposed by the issuer or by a shareholder of the issuer;
|
|
6.
|
Whether a vote was cast on the matter;
|
|
7.
|
A record of how the vote was cast; and
|
|
8.
|
Whether the vote was cast for or against the recommendation of the issuers management team.
|
Records are maintained in an easily accessible place for five years, the first two in WAMJs offices.
Disclosure
WAMJs
proxy policies are documented and clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are
not limited to:
|
1.
|
Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or
otherwise has an interest in the company;
|
|
2.
|
Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, Voting
Persons) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and
|
|
3.
|
Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.
|
Voting Guidelines
WAMJs substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined
below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of
proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a companys board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements;
Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to
shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate
B-19
governance practices currently being implemented in public companies, WAMJ generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to
certain board-approved proposals are as follows:
|
1.
|
Matters relating to the Board of Directors
|
WAMJ votes proxies for the election of the companys nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
|
a.
|
Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and
compensation committees composed solely of independent directors.
|
|
b.
|
Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than
for service as a director.
|
|
c.
|
Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.
|
|
d.
|
Votes are cast on a
case-by-case
basis in contested elections of directors.
|
|
2.
|
Matters relating to Executive Compensation
|
WAMJ generally favors compensation programs that relate executive compensation to a companys long-term performance. Votes are cast on a
case-by-case
basis on board-approved proposals relating to executive compensation, except as follows:
|
a.
|
Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for stock option plans that will result in a minimal annual dilution.
|
|
b.
|
WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options.
|
|
c.
|
WAMJ votes against stock option plans that permit issuance of options with an exercise price below the stocks current market price.
|
|
d.
|
Except where the firm is otherwise withholding votes for the entire board of directors, WAMJ votes for employee stock purchase plans that limit the discount for shares
purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.
|
|
3.
|
Matters relating to Capitalization
|
The management of a companys capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each
company. As a result, WAMJ votes on a
case-by-case
basis on board-approved proposals involving changes to a companys capitalization except where WAMJ is otherwise
withholding votes for the entire board of directors.
|
a.
|
WAMJ votes for proposals relating to the authorization of additional common stock.
|
|
b.
|
WAMJ votes for proposals to effect stock splits (excluding reverse stock splits).
|
|
c.
|
WAMJ votes for proposals authorizing share repurchase programs.
|
|
4.
|
Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions
|
WAMJ votes these issues on a
case-by-case
basis on board-approved transactions.
|
5.
|
Matters relating to Anti-Takeover Measures
|
WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:
|
a.
|
WAMJ votes on a
case-by-case
basis on proposals to ratify or approve shareholder rights
plans.
|
|
b.
|
WAMJ votes on a
case-by-case
basis on proposals to adopt fair price provisions.
|
B-20
|
6.
|
Other Business Matters
|
WAMJ votes for board-approved proposals approving such routine business matters such as changing the companys name, ratifying the appointment of auditors and procedural matters relating to the
shareholder meeting.
|
a.
|
WAMJ votes on a
case-by-case
basis on proposals to amend a companys charter or
bylaws.
|
|
b.
|
WAMJ votes against authorization to transact other unidentified, substantive business at the meeting.
|
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a companys proxy statement. These proposals generally seek
to change some aspect of a companys corporate governance structure or to change some aspect of its business operations. WAMJ votes in accordance with the recommendation of the companys board of directors on all shareholder proposals,
except as follows:
|
1.
|
WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans.
|
|
2.
|
WAMJ votes for shareholder proposals that are consistent with WAMJs proxy voting guidelines for board-approved proposals.
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3.
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WAMJ votes on a
case-by-case
basis on other shareholder proposals where the firm is
otherwise withholding votes for the entire board of directors.
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III. Voting Shares of Investment Companies
WAMJ may utilize shares of open or
closed-end
investment companies to implement its investment
strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
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1.
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WAMJ votes on a
case-by-case
basis on proposals relating to changes in the investment
objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients portfolios.
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2.
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WAMJ votes on a
case-by-case
basis all proposals that would result in increases in
expenses (e.g., proposals to adopt
12b-1
plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.
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IV. Voting Shares of Foreign Issuers
In the event WAMJ is required to vote on securities held in
non-U.S.
issuersi.e. issuers that are incorporated under the laws of a foreign jurisdiction and
that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be
appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
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1.
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WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management.
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2.
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WAMJ votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.
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3.
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WAMJ votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of
U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.
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4.
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WAMJ votes on a
case-by-case
basis on proposals relating to (1) the issuance of
common stock in excess of 20% of a companys outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a companys outstanding common stock where shareholders
have preemptive rights.
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B-21
WESTERN ASSET SMASH SERIES FUNDS
Statement of Additional Information
March 1, 2014
Western Asset SMASh Series M Fund
Western Asset SMASh Series C Fund
Western Asset SMASh Series EC Fund
620 Eighth Avenue
New York, New York 10018
PART C
Other Information
Item 28. Exhibits
(a)
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(1) The Registrants Declaration of Trust dated as of October 2, 2006, as amended and restated as of August 18, 2011 (the Declaration of Trust) is incorporated herein by reference to
Post-Effective Amendment No. 69 to the Registrants Registration Statement on Form N-1A as filed with the SEC on September 21, 2011 (Post-Effective Amendment No. 69).
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(2) Amended and Restated Designation of Series of Shares of Beneficial Interests in the Registrant and Amended and Restated Designation of
Classes, each effective as of February 12, 2013 and in each case incorporated into the Declaration of Trust are incorporated herein by reference to Post-Effective Amendment No. 86 to the Registrants Registration Statement on Form
N-1A as filed with the SEC on August 20, 2013 (Post-Effective Amendment No. 86).
(b)
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The Registrants Bylaws as amended and restated as of August 18, 2011 are incorporated herein by reference to Post-Effective Amendment No. 69.
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(c)
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Instruments defining rights of security holders of series of the Registrant are contained in the Registrants Declaration of Trust and Bylaws, each as amended to date, which are incorporated by reference to
Exhibits (a) and (b) of this Item 28.
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(d)
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(1) Management Agreement between the Registrant, on behalf of Western Asset Institutional Tax Free Reserves (formerly, Western Asset / Citi Institutional Tax Free Reserves and before that, Citi Institutional Tax
Free Reserves), and Legg Mason Partners Fund Advisor, LLC (LMPFA) dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43 to the Registrants Registration Statement on Form N-1A as filed
with the SEC on September 27, 2007 (Post-Effective Amendment No. 43).
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(2) Management Agreement between
the Registrant, on behalf of Western Asset Institutional U.S. Treasury Reserves (formerly, Western Asset / Citi Institutional U.S. Treasury Reserves and before that, Citi Institutional U.S. Treasury Reserves), and LMPFA dated April 13, 2007 is
incorporated herein by reference to Post-Effective Amendment No. 43.
(3) Management Agreement between the Registrant, on behalf of
Western Asset Institutional Liquid Reserves (formerly, Western Asset / Citi Institutional Liquid Reserves and before that, Citi Institutional Liquid Reserves), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective
Amendment No. 43.
(4) Management Agreement between the Registrant, on behalf of Western Asset Institutional Cash Reserves (formerly,
Western Asset / Citi Institutional Cash Reserves and before that, Citi Institutional Cash Reserves), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(5) Management Agreement between the Registrant, on behalf of Western Asset SMASh Series M Fund, formerly, Legg Mason Western Asset SMASh
Series M Fund (SMASh Series M Fund), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(6) Management Agreement between the Registrant, on behalf of Western Asset SMASh Series C Fund, formerly, Legg Mason Western Asset SMASh
Series C Fund (SMASh Series C Fund), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(7) Management Agreement between the Registrant, on behalf of Western Asset SMASh Series EC Fund, formerly, Legg Mason Western Asset SMASh
Series EC Fund (SMASh Series EC Fund), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(8) Management Agreement between the Registrant, on behalf of Western Asset Institutional Government Reserves (formerly, Western Asset
Institutional Government Money Market Fund), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(9) Management Agreement between the Registrant, on behalf of Western Asset Institutional AMT Free Municipal Money Market Fund (formerly,
Western Asset Institutional Municipal Money Market Fund), and LMPFA dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(10) Management Agreement between the Registrant, on behalf of Western Asset Municipal High Income SMASh Fund (Municipal High Income
SMASh Fund) and LMPFA is incorporated herein by reference to Post-Effective Amendment No. 79.
(11) Management Agreement between the Registrant, on behalf of Western Asset Institutional U.S.
Treasury Obligations Money Market Fund, and LMPFA is incorporated herein by reference to Post-Effective Amendment No. 87 to the Registrants Registration Statement on Form N-1A as filed with the SEC on August 30, 2013
(Post-Effective Amendment No. 87).
(12) Subadvisory Agreement between LMPFA and Western Asset Management Company
(WAM), with respect to Western Asset Institutional Tax Free Reserves (formerly, Western Asset / Citi Institutional Tax Free Reserves and before that, Citi Institutional Tax Free Reserves), dated April 13, 2007 is incorporated herein
by reference to Post-Effective Amendment No. 43.
(13) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset
Institutional U.S. Treasury Reserves (formerly, Western Asset / Citi Institutional U.S. Treasury Reserves and before that, Citi Institutional U.S. Treasury Reserves), dated April 13, 2007 is incorporated herein by reference to Post-Effective
Amendment No. 43.
(14) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset Institutional Liquid Reserves
(formerly, Western Asset / Citi Institutional Liquid Reserves and before that, Citi Institutional Liquid Reserves), dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(15) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset Institutional Cash Reserves (formerly, Western Asset / Citi
Institutional Cash Reserves and before that, Citi Institutional Cash Reserves), dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(16) Subadvisory Agreement between LMPFA and WAM, with respect to SMASh Series M Fund, dated April 13, 2007 is incorporated herein by
reference to Post-Effective Amendment No. 43.
(17) Subadvisory Agreement between LMPFA and WAM, with respect to SMASh Series C Fund,
dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(18) Subadvisory Agreement between
LMPFA and WAM, with respect to SMASh Series EC Fund, dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(19) Subadvisory Agreement between WAM and Western Asset Management Company Limited (WAML), with respect to SMASh Series M Fund,
dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(20) Subadvisory Agreement between
WAM and WAML, with respect to SMASh Series C Fund, dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(21) Subadvisory Agreement between WAM and WAML, with respect to SMASh Series EC Fund, dated April 13, 2007 is incorporated herein by
reference to Post-Effective Amendment No. 43.
(22) Subadvisory Agreement between LMPFA and Western Asset Management Company Pte. Ltd.
(Western Singapore), with respect to SMASh Series EC Fund, is incorporated herein by reference to Post-Effective Amendment No. 46 to the Registrants Registration Statement on Form N-1A as filed with the SEC on
September 15, 2008 (Post-Effective Amendment No. 46).
(23) Subadvisory Agreement between LMPFA and Western Asset
Management Company Ltd (Japan), with respect to SMASh Series EC Fund, is incorporated herein by reference to Post-Effective Amendment No. 46.
(24) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset Institutional Government Reserves (formerly, Western Asset
Institutional Government Money Market Fund), dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(25) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset Institutional AMT Free Municipal Money Market Fund (formerly,
Western Asset Institutional Municipal Money Market Fund), dated April 13, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
(26) Subadvisory Agreement between LMPFA and WAM, with respect to Municipal High Income SMASh Fund is incorporated herein by reference to
Post-Effective Amendment No. 79.
(27) Subadvisory Agreement between LMPFA and WAM, with respect to Western Asset Institutional U.S.
Treasury Obligations Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 87.
(e)
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(1) Distribution Agreement between the Registrant and Legg Mason Investor Services, LLC (LMIS), on behalf of Western Asset Institutional Cash Reserves, Western Asset Institutional Liquid Reserves,
Western Asset Institutional Tax Free Reserves, Western Asset Institutional U.S. Treasury Reserves, SMASh Series C Fund, SMASh Series EC Fund, SMASh Series M Fund, Western Asset Institutional Government Reserves, and Western Asset Institutional AMT
Free Municipal Money Market Fund, dated August 10, 2010, as amended as of November 5, 2012, is incorporated herein by reference to Post-Effective Amendment No. 81 to the Registrants Registration Statement on Form N-1A as filed
with the SEC on December 13, 2012 (Post-Effective Amendment No. 81).
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(2) Letter Agreement amending the Distribution Agreement between the Registrant and LMIS, on
behalf of Municipal High Income SMASh Fund, dated as of November 28, 2012, is incorporated herein by reference to Post-Effective Amendment No. 83 to the Registrants Registration Statement on Form N-1A, as filed with the SEC on
February 22, 2013 (Post-Effective Amendment No. 83).
(3) Letter Agreement amending the Distribution Agreement
between the Registrant, on behalf of Western Asset Institutional U.S. Treasury Obligations Money Market Fund, and LMIS is incorporated herein by reference to Post-Effective Amendment No. 87.
(f)
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(1) Retirement Plan of the Registrant is incorporated herein by reference to Post-Effective Amendment No. 30 to the Registrants Registration Statement on Form N-1A as filed with the SEC on
October 31, 2005.
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(2) Form of Amendment to the Amended and Restated Trustee Retirement Plan is incorporated herein by
reference to Post-Effective Amendment No. 36 to the Registrants Registration Statement on Form N-1A as filed with the SEC on December 28, 2006.
(g)
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(1) Custodian Services Agreement with State Street Bank and Trust Company (State Street) as custodian dated October 5, 2012 is incorporated herein by reference to Post-Effective Amendment
No. 79.
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(2) Fund Accounting Services Agreement with State Street dated October 5, 2012 is incorporated herein by
reference to Post-Effective Amendment No. 79.
(3) Letter Agreement amending the Custodian Services Agreement and the Fund Accounting
Services Agreement with State Street, with respect to Municipal High Income SMASh Fund, is incorporated herein by reference to Post-Effective Amendment No. 79.
(3) Letter Agreement amending the Custodian Services Agreement and the Fund Accounting Services Agreement with State Street, with respect to
Western Asset Institutional U.S. Treasury Obligations Money Market Fund, is incorporated herein by reference to Post-Effective Amendment No. 87.
(h)
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(1) Form of Transfer Agency Agreement with BNY Mellon Investment Servicing (U.S.) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) (BNY Mellon Investment Servicing), as transfer agent is
incorporated herein by reference to Post-Effective Amendment No. 31 to the Registrants Registration Statement on Form N-1A as filed with the SEC on December 30, 2005 (Post-Effective Amendment No. 31).
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(2) Form of Transfer Agency Agreement between the Registrant and Boston Financial Data Services, Inc., as transfer agent is
incorporated herein by reference to Post-Effective Amendment No. 31.
(3) Service Mark Licensing Agreement between Citigroup, Inc. and
the Registrant is incorporated herein by reference to Post-Effective Amendment No. 31.
(4) Letter Agreement amending Schedule A to
the Transfer Agency Agreement with BNY Mellon Investment Servicing is incorporated herein by reference to Post-Effective Amendment No. 35 to the Registrants Registration Statement on Form N-1A as filed with the SEC on December 22,
2006 (Post-Effective Amendment No. 35).
(5) Letter Agreement dated April 9, 2007, amending the Transfer Agency and
Services Agreement with BNY Mellon Investment Servicing is incorporated herein by reference to Post-Effective Amendment No. 43.
(6)
Letter Agreement amending the Transfer Agency Agreement with Boston Financial Data Services, Inc., with respect to Municipal High Income SMASh Fund, is incorporated herein by reference to Post-Effective Amendment No. 81.
(7) Letter Agreement amending the Transfer Agency Agreement with Boston Financial Data Services, Inc., with respect to Western Asset
Institutional U.S. Treasury Obligations Money Market Fund, is incorporated herein by reference to Post-Effective Amendment No. 87.
(8) Board Resolutions regarding Expense Limitation Arrangements are incorporated by reference to Post-Effective Amendment No. 89 to the
Registrants Registration Statement on Form N-1A as filed with the SEC on November 19, 2013 (Post-Effective Amendment No. 89)
(9) Letter Agreement between the Registrant and LMPFA regarding reimbursement of fees and expenses with respect to Western Asset Municipal High
Income SMASh Fund is incorporated by reference to Post-Effective Amendment No. 89.
(i)
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(1) Opinion and Consent of Counsel is incorporated herein by reference to the Registrants Registration Statement on Form N-1A (File No. 33-49552) as filed with the Securities and Exchange Commission on
August 28, 1996 and the Registrants Registration Statement on Form N-1A (File No. 33-49554) as filed with the Securities and Exchange Commission on August 28, 1996.
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(2) Opinion and Consent of Counsel with respect to Western Asset Institutional Cash Reserves
(formerly, Western Asset / Citi Institutional Cash Reserves and before that, Citi Institutional Cash Reserves) is incorporated herein by reference to the Registrants Registration Statement on Form N-1A (File No. 33-49552) as filed with
the Securities and Exchange Commission on July 17, 1997 and the Registrants Registration Statement on Form N-1A (File No. 33-49554) as filed with the Securities and Exchange Commission on July 17, 1997.
(3) Opinion and Consent of Counsel relating to the SMASh Series M Fund, SMASh Series C Fund and SMASh Series EC Fund is incorporated herein by
reference to Post-Effective Amendment No. 35.
(4) Opinion and Consent of Venable LLP regarding the legality of shares of Western
Asset Institutional Cash Reserves, Western Asset Institutional Liquid Reserves, Western Asset Institutional Tax Free Reserves, Western Asset Institutional U.S. Treasury Reserves, SMASh Series M Fund, SMASh Series C Fund, SMASh Series EC Fund,
Western Asset Institutional Government Reserves, and Western Asset Institutional AMT Free Municipal Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrants Registration Statement on Form
N-1A as filed with the SEC on April 16, 2007.
(5) Opinion and Consent of Venable, LLP regarding the legality of Investor Shares of
Western Asset Institutional Liquid Reserves, Western Asset Institutional Cash Reserves, Western Asset Institutional U.S. Treasury Reserves, Western Asset Institutional Tax Free Reserves, Western Asset Institutional Government Reserves and Western
Asset Institutional AMT Free Municipal Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 61 to the Registrants Registration Statement on Form N-1A as filed with the SEC on May 27, 2010.
(6) Opinion and Consent of Venable, LLP regarding the legality of Administrative Shares of Western Asset Institutional Liquid Reserves, Western
Asset Institutional Cash Reserves, Western Asset Institutional U.S. Treasury Reserves, Western Asset Institutional Tax Free Reserves, Western Asset Institutional Government Reserves and Western Asset Institutional AMT Free Municipal Money Market
Fund is incorporated herein by reference to Post-Effective Amendment No. 65 to the Registrants Registration Statement on Form N-1A as filed with the SEC on August 26, 2010.
(7) Opinion and Consent of Venable LLP relating to Municipal High Income SMASh Fund is incorporated herein by reference to Post-Effective
Amendment No. 79.
(8) Opinion and Consent of Venable LLP regarding the legality of Institutional Shares, Investor Shares and
Administrative Shares of Western Asset Institutional U.S. Treasury Obligations Money Market Fund is incorporated herein by reference to Post-Effective Amendment No. 87.
(j)
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Consent of Independent Registered Public Accounting Firm is filed herewith.
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(m)
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Shareholder Services and Distribution Plan, pursuant to Rule 12b-1, of the Registrant, on behalf of Western Asset Institutional Government Reserves, Western Asset Institutional AMT Free Municipal Money Market Fund,
Western Asset Institutional Cash Reserves, Western Asset Institutional Liquid Reserves, Western Asset Institutional Tax Free Reserves, Western Asset Institutional U.S. Treasury Reserves and Western Asset Institutional U.S. Treasury Obligations Money
Market Fund, dated February 6, 2007, as amended as of August 13, 2013 is incorporated herein by reference to Post-Effective Amendment No. 86.
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(n)
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Rule 18f-3(d) Multiple Class Plan of the Registrant dated February 6, 2007 is incorporated herein by reference to Post-Effective Amendment No. 43.
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(o)
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(1) Power of Attorney dated February 13, 2014 is filed herewith.
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(2) Power of
Attorney dated February 13, 2014 is filed herewith.
(3) Power of Attorney with respect to Master Portfolio Trust dated February 13,
2014 is filed herewith.
(4) Power of Attorney with respect to Master Portfolio Trust dated February 13, 2014 is filed herewith.
(p)
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(1) Code of Ethics of Legg Mason & Co., LLC dated as of March 10, 2011 (adopted by LMPFA and LMIS) is incorporated herein by reference to Post-Effective Amendment No. 71.
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(2) Code of Ethics of WAM, WAML, Western Singapore and certain supervised affiliates dated
November 1, 2013 is filed herewith.
(3) Code of Ethics of Western Asset Management Company Ltd (Japan) is incorporated herein by reference
to Post-Effective Amendment No. 46.
Item 29. Persons Controlled by or under Common Control with Registrant
Not Applicable.
Item 30. Indemnification
Article IX of the Registrants Declaration of Trust addresses the limitation of liability and indemnification of the Registrants Trustees, officers
and others. Section 9.2(a) of the Declaration of Trust provides that no current or former Trustee, officer, or employee of the Registrant will be subject to any personal liability whatsoever to any person, other than the Registrant or its
shareholders, in connection with the affairs of the Registrant. Further, Section 9.2(b) of the Declaration of Trust provides that, subject to applicable federal law, no current or former Trustee or officer of the Registrant will be liable to
the Registrant or to any shareholder for money damages except:
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to the extent that it is proved that the person actually received an improper benefit or profit in money, property, or services, or
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to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the persons action, or failure to act, was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.
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Section 9.5 of the Declaration of
Trust states requires that, subject to certain exceptions and limitation expressed in the Declaration of Trust, each current and former Trustee, officer, or employee of the Registrant, including persons who serve at the request of the Registrant as
directors, trustees, officers, employees, agents or independent contractors of another organization in which the Registrant has an interest as a shareholder, creditor or otherwise (each, a Covered Person), be indemnified by the
Registrant to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim in which he becomes involved as a party or otherwise by virtue of his being (or having
served) in such position and against amounts paid or incurred by him in settlement thereof. Section 9.5 of the Declaration of Trust further provides that no indemnification shall be provided to the extent such indemnification is prohibited by
applicable federal law. The Declaration of Trust also sets forth provisions outlining presumptions that may be made relating to a persons standard of conduct and when expenses may be advanced.
In addition, to the foregoing, the Registrant has entered into an Indemnification Agreement with each of its Trustees that provides for indemnification
consistent with the principles described above. These Indemnification Agreements set forth certain procedural aspects with respect to indemnification, including the advancement of expenses, and presumptions relating to the determination of whether
the standard of conduct required for indemnification has been met, as well as remedies for the indemnitee in the event that, among other things, determinations as to entitlement to indemnification, advancement of expenses and indemnity payments are
not made in accordance with the procedures specified therein.
The Trustees and officers of the Registrant and the personnel of the Registrants
manager are insured under an errors and omissions liability insurance policy. The Registrant and its officers are also insured under the fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940, as amended.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be provided to directors, officers and controlling
persons of the Registrant, pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in connection with
the successful defense of any action, suit or proceeding or payment pursuant to any insurance policy) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is prohibited as against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
Under the Distribution Agreement, the Registrant agrees to indemnify
LMIS, its officers, directors and employees and any person who controls LMIS within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which LMIS, its
officers, directors and employees or any such controlling person may incur, under the 1933 Act or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registrants
Registration Statement or arising out of or based upon any alleged omission to state a material fact required to be stated or necessary to make the Registration Statement not misleading, provided that in no event shall anything contained in the
Distribution Agreement be construed so as to protect LMIS or such other parties against any liability to the Registrant or its shareholders to which LMIS or such other parties would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of their duties, or by reason of reckless disregard of their obligations and duties under the Distribution Agreement.
The Registrants Management Agreements and Subadvisory Agreements provide that the manager or subadvisor, as applicable, assumes no responsibility under
the Agreements other than to render the services called for under the Agreements in good faith. The Management Agreements and Subadvisory Agreements further provide that the manager or the subadvisor, as applicable, 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 the Agreements protect with the manager or the subadvisor, as
applicable, against any liability to the Fund to which the manager or subadvisor, as applicable, 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 under the Agreements.
Item 31. Business and Other Connections of Investment Adviser
Adviser
Investment Adviser Legg Mason Partners
Fund Advisor, LLC (LMPFA)
LMPFA was formed in 2006 under the laws of the State of Delaware as a limited liability company. LMPFA is a direct
wholly-owned subsidiary of Legg Mason, Inc. (Legg Mason).
LMPFA is registered as an investment adviser under the Investment Advisers Act of
1940, as amended (the Advisers Act). The list required by this Item 31 of officers and directors of LMPFA together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by
such officers and directors during the past two years, is incorporated by reference to Schedules A and D of Form ADV filed by LMPFA pursuant to the Advisers Act (SEC File No. 801-66785).
Subadvisers
Western Asset Management Company Western
Asset Management Company (WAM) is an investment adviser registered with the SEC under the Advisers Act. The following is a list of the officers and directors of WAM.
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Directors
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James W. Hirschmann III
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Jeffrey A. Nattans
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F. Barry Bilson
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Officers
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Bruce D. Alberts
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Chief Financial Officer
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Brett B. Canon
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Director of Risk Management and Operations
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Daniel E. Giddings
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Assistant Secretary
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James W. Hirschmann III
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Chief Executive Officer and President
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James J. Flick
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Director of Global Client Service and Marketing
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Gavin L. James
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Director of Portfolio Operations
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Charles A. Ruys de Perez
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Secretary, General Counsel and Head of Legal and Compliance
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Western Asset Management Company Limited SubadviserWestern Asset Management Company Limited (WAML)
was incorporated under the laws of England as a corporation. WAML is a wholly-owned subsidiary of Legg Mason. WAML is registered as an investment adviser under the Advisers Act. The following is a list of the officers and directors of WAML.
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Directors
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Charles A. Ruys de Perez
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Michael B. Zelouf
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Officers
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Kate Blackledge
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Secretary
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Western Asset Management Company Pte. Ltd Western Asset Management Company Pte. Ltd. (Western
Singapore) was incorporated under the laws of Singapore as a corporation. Western Singapore is a wholly-owned subsidiary of Legg Mason. The following is a list of the officers and directors of Western Singapore.
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Directors
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Charles A. Ruys de Perez
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Alvin Lee Lip Sin
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Officers
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Hui Kwoon Thor
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Finance Manager
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Henry H. Hamrock
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Head of Singapore Operations
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Western Asset Management Company Ltd Western Asset Management Company Ltd (Western Japan) was incorporated
under the laws of Japan as a corporation. Western Japan is a wholly-owned subsidiary of Legg Mason. Western Japan is authorized and regulated in Japan by the Japanese Securities and Exchange Surveillance Commission. The following is a list of the
officers and directors of Western Japan.
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Directors
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Takashi Komatsu
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Naoya Orime
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Charles A. Ruys de Perez
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Officers
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Yasuaki Sudo
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Finance Officer
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Naoya Orime
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Head of Tokyo Operations
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Following is a list of other substantial business activities in which directors, officers or partners of WAM, WAML, Western
Singapore and Western Japan have been engaged as director, officer, employee, partner or trustee.
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Officer/Director
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Other Offices Held
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Jeffrey A. Nattans
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Executive Vice President, Legg Mason, Inc.
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Director of ClearBridge Investments, LLC
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Director of Legg Mason Capital Management, LLC
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Director of Legg Mason Investment Counsel, LLC
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Director of Legg Mason Investment Counsel & Trust Company, N.A.
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President and Director of LMOBC, Inc.
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Director of PCM Holdings I, LLC
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Director of PCM Holdings II, LLC
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Director of Royce & Associates, LLC
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Director of Permal Group Limited
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Director of Legg Mason Private Portfolio Group, LLC
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Officer/Director
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Other Offices Held
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Charles A. Ruys de Perez
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Director, Western Asset Holdings (Australia) Pty. Ltd.
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Director, WAM Australia
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Officer/Director
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Other Offices Held
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Michael B. Zelouf
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Director, WAMCO Hldgs Ltd.
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Officer/Director
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Other Offices Held
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Kate Blackledge
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Officer, WAMCO Hldgs Ltd.
|
Following is a list of addresses for Item 31 with respect to WAM, WAML, Western Japan and Western Singapore:
Bartlett & Co. (Bartlett)
36 East
Fourth Street
Cincinnati, OH 45202
Batterymarch Financial
Management, Inc. (Batterymarch)
John Hancock Tower
200 Clarendon Street, 49
th
Floor
Boston, MA 02116
Brandywine Global Investment Management, LLC
(Brandywine)
2929 Arch Street, 8
th
Floor
Philadelphia, PA 19104
Brandywine Global Investment Management
(Asia) Pte. Ltd. (Brandywine Singapore)
36 Robinson House, #18
City House
Singapore
ClearBridge Investments, LLC (Clear Investments)
620 Eighth Avenue
New York, NY 10018
ClearBridge Asset Management, Inc. (Clear Asset)
620 Eighth Avenue
New York, NY 10018
Global Currents Investment Management, LLC (GCIM)
100 International Drive
Baltimore, MD 21202
Legg Mason Capital Management, Inc. (LMCM)
100
International Drive
Baltimore, MD 21202
Legg Mason Canada
Holdings Ltd. (LM Canada Hldg)
44 Chipman Hill, 10
th
Floor
St. John, New Brunswick E2L 4S6
Canada
Legg Mason Fund Adviser, Inc. (LMFA)
100
International Drive
Baltimore, MD 21202
Legg Mason Funding
Corp. (LM Funding)
100 International Drive
Baltimore, MD 21202
Legg Mason Global Asset Allocation, LLC
(LMGAA)
100 First Stamford Place
Stamford, CT
06902
and
620 Eighth Avenue
New York, NY 10018
Legg Mason, Inc.
100 International Drive
Baltimore, MD 21202
Legg Mason International Holdings, LLC (LMIH)
100 International Drive
Baltimore, MD 21202
Legg Mason Investment Counsel, LLC (LMIC)
100
International Drive
Baltimore, MD 21202
Legg Mason
Partners Fund Advisor, LLC (LMPFA)
620 Eighth Avenue
New York, NY 10018
Legg Mason Real Estate Investors, Inc.
(LMREI)
100 International Drive
Baltimore, MD
21202
Legg Mason Real Estate Securities Advisors, Inc. (LMRESA)
100 International Drive
Baltimore, MD 21202
Legg Mason Realty Capital, Inc. (LMRC)
100
International Drive
Baltimore, MD 21202
Legg Mason Realty
Group, Inc. (LMRG)
100 International Drive
Baltimore, MD 21202
Legg Mason Realty Partners, Inc.
(LMRP)
100 International Drive
Baltimore, MD
21202
Legg Mason Tower, Inc. (LM Tower)
100
International Drive
Baltimore, MD 21202
LMRC II, Inc.
(LMRC II)
100 International Drive
Baltimore, MD
21202
LMRC Properties, Inc. (LMRC Properties)
100 International Drive
Baltimore, MD 21202
PCM Holdings I, Inc. (PCM I)
8889 Pelican Bay
Boulevard, Suite 500
Naples, FL 34108-7512
PCM Holdings
II, LLC (PCM II)
8889 Pelican Bay Boulevard, Suite 500
Naples, FL 34108-7512
Permal Asset Management, Inc.
(Permal)
900 Third Ave. 28
th
Floor
New York, NY 10022
Royce & Associates, LLC
(Royce)
1414 Avenue of the Americas
New York,
NY 10019
Western Asset Management Company (WAM)
385 East Colorado Boulevard
Pasadena, CA 91101
and
620 Eighth Avenue
New York, NY 10018
Western Asset Management Company Limited
(WAML)
10 Exchange Square
Primrose Street
London EC2A 2EN England
Western Asset Management Company Ltd
(Western Japan)
36F Shin-Marunouchi Building
5-1 Marunouchi 1-Chome Chiyoda-Ku
Tokyo 100-6536 Japan
Western Asset Management Company Pty Ltd (WAM Australia)
Level 48
120 Collins Street
GPO Box 507
Melbourne Victoria 3000 Australia
Western Asset Management (UK) Holdings Limited (WAMCO Hldgs Ltd)
10 Exchange Square
Primrose Street
London EC2A 2EN England
Western Asset Management Company Pte.
Ltd. (Western Singapore)
1 George Street, #23-01
Singapore 049145
Item 32. Principal Underwriters
(a) Legg Mason Investor Services, LLC (LMIS), the distributor of the Registrant, is also a distributor of funds that are series of the
following registrants: Legg Mason Partners Income Trust, Legg Mason Partners Variable Income Trust, Legg Mason Partners Equity Trust, Legg Mason Partners Variable Equity Trust, Legg Mason Partners Money Market Trust, Legg Mason Partners Premium
Money Market Trust, Legg Mason Partners Institutional Trust, Legg Mason Global Asset Management Trust, Legg Mason Investment Trust, Legg Mason Tax-Free Income Fund, and Western Asset Funds, Inc.
LMIS is the placement agent for funds that are series of the Master Portfolio Trust.
(b) The information required by this Item 32 with respect to each director and officer of LMIS is listed below:
|
|
|
|
|
Name and Principal Business Address*
|
|
Position and Offices with Underwriter LMIS
|
|
Positions and Offices with Registrant
|
|
|
|
Frances Cashman
|
|
Manager and Co Managing Director
|
|
None
|
|
|
|
Jeffrey Masom
|
|
Manager and Co Managing Director
|
|
None
|
|
|
|
Matthew Schiffman
100 First
Stamford Pl. Stamford, CT 06902-6732
|
|
Manager and Co Managing Director
|
|
None
|
|
|
|
|
|
|
|
|
Jason Bennett
|
|
Chief Financial Officer, Treasurer and Financial Reporting Officer
|
|
None
|
|
|
|
Kenneth Cieprisz
620 8th Avenue, 49th Floor
New York, NY 10018
|
|
Vice President and Chief Compliance Officer
|
|
None
|
|
|
|
Elisabeth F. Craig
|
|
Secretary
|
|
None
|
|
|
|
Vicki Schmelzer
|
|
Assistant Secretary
|
|
None
|
|
|
|
Susan Kerr
100 First Stamford Pl.
Stamford, CT 06902-6732
|
|
Anti-Money Laundering Compliance Officer
|
|
None
|
All Addresses are 100 International Drive, Baltimore, MD 21202, unless otherwise indicated.
(c) Not applicable.
Item 33. Location of Accounts and
Records
With respect to the Registrant:
(1)
|
Legg Mason Partners Institutional Trust
|
620 Eighth Avenue, 49th Floor
New York, NY 10018
With respect to the
Registrants Investment Manager:
(2)
|
c/o Legg Mason Partners Fund Advisor, LLC
|
620 Eighth Avenue
New York, NY 10018
With respect to the
Registrants Subadvisers:
(3)
|
c/o Western Asset Management Company
|
620 Eighth Avenue
New York, NY 10018
With respect to the
Registrants Custodian:
(4)
|
State Street Bank & Trust Company
|
One Lincoln Street
Boston, MA 02111
With respect to the
Registrants Transfer Agents:
(5)
|
BNY Mellon Investment Servicing (US) INC.
|
P.O. Box 9699
Providence, RI 02940-9699
(6)
|
Boston Financial Data Services, Inc.
|
2000 Crown Colony Drive
Quincy, MA 02169
With respect to the Registrants Distributor:
(7)
|
Legg Mason Investor Services, LLC
|
100 International Drive
Baltimore, MD 21202
Item
|
34. Management Services
|
Not applicable.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities Act), and the Investment Company Act of
1940, as amended, the Registrant, LEGG MASON PARTNERS INSTITUTIONAL TRUST, hereby certifies that it meets all requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities
Act and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 20th day of February, 2014.
LEGG MASON PARTNERS INSTITUTIONAL TRUST,
on behalf of its series:
|
|
|
Western Asset SMASh Series M Fund
|
Western Asset SMASh Series C Fund
|
Western Asset SMASh Series EC Fund
|
|
|
By:
|
|
/s/ Kenneth D. Fuller
|
|
|
Kenneth D. Fuller
|
|
|
President and Principal Executive Officer
|
WITNESS our hands on the date set forth below.
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities indicated below on February 20, 2014.
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
/s/ Kenneth D. Fuller
|
|
|
|
President, Principal Executive Officer and Trustee
|
Kenneth D. Fuller
|
|
|
|
|
|
|
|
/s/ Richard F. Sennett
|
|
|
|
Principal Financial Officer
|
Richard F. Sennett
|
|
|
|
|
|
|
|
/s/ Elliott J. Berv*
|
|
|
|
Trustee
|
Elliott J. Berv
|
|
|
|
|
|
|
|
/s/ Jane F. Dasher*
|
|
|
|
Trustee
|
Jane F. Dasher
|
|
|
|
|
|
|
|
/s/ Mark T. Finn*
|
|
|
|
Trustee
|
Mark T. Finn
|
|
|
|
|
|
|
|
/s/ Stephen R. Gross*
|
|
|
|
Trustee
|
Stephen R. Gross
|
|
|
|
|
|
|
|
/s/ Richard E. Hanson, Jr.*
|
|
|
|
Trustee
|
Richard E. Hanson, Jr.
|
|
|
|
|
|
|
|
/s/ Diana R. Harrington*
|
|
|
|
Trustee
|
Diana R. Harrington
|
|
|
|
|
|
|
|
/s/ Susan M. Heilbron*
|
|
|
|
Trustee
|
Susan M. Heilbron
|
|
|
|
|
|
|
|
/s/ Susan B. Kerley*
|
|
|
|
Trustee
|
Susan B. Kerley
|
|
|
|
|
|
|
|
|
|
/s/ Alan G. Merten*
|
|
|
|
Trustee
|
Alan G. Merten
|
|
|
|
|
|
|
|
/s/ R. Richardson Pettit*
|
|
|
|
Trustee
|
R. Richardson Pettit
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Kenneth D. Fuller
|
|
|
Kenneth D. Fuller
|
*
|
Attorney-in-Fact, pursuant to Power of Attorney.
|
Exhibit Index
|
|
|
(j)
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
(o)(1)
|
|
Power of Attorney dated February 13, 2014
|
|
|
(o)(2)
|
|
Power of Attorney dated February 13, 2014
|
|
|
(o)(3)
|
|
Power of Attorney with respect to Master Portfolio Trust dated February 13, 2014
|
|
|
(o)(4)
|
|
Power of Attorney with respect to Master Portfolio Trust dated February 13, 2014
|
|
|
(p)(2)
|
|
Code of Ethics of WAM, WAML, Western Singapore and certain supervised affiliates dated November 1, 2013
|
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