As filed with the Securities and Exchange Commission on May 5, 2004
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1933 Act File No. 333-113551
1940 Act File No. 811-21477
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
/X/ REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/X/ Pre-Effective Amendment No. 3
/ / Post-Effective Amendment No. _____________________
and
/X/ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/X/ Amendment No. 6
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
(Exact Name of Registrant as Specified in Declaration of Trust)
385 East Colorado Boulevard
Pasadena, California 91101
(Address of Principal Executive Offices)
(Number, Street, City, State, Zip Code)
(626) 844-9400
(Registrant's Telephone Number, including Area Code)
Gregory B. McShea
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
385 East Colorado Boulevard
Pasadena, California 91101
(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)
Copies of Communications to:
Bryan Chegwidden, Esq. Leonard B. Mackey, Jr., Esq.
Ropes & Gray LLP Clifford Chance US LLP
45 Rockefeller Plaza 200 Park Avenue
New York, NY 10111-0087 New York, NY 10166
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
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If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. / /
It is proposed that this filing will become effective (check appropriate
box)
/X/ when declared effective pursuant to Section 8(c)
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT BEING OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES BEING REGISTERED REGISTERED UNIT PRICE(1) FEE(2)
------------------------------------ ------------ ------------------ ------------------ ------------
Preferred Shares, Series M 3,280 Shares $ 25,000.00 $82,000,000 $10,389.40
Preferred Shares, Series T 3,280 Shares $ 25,000.00 $82,000,000 $10,389.40
Preferred Shares, Series W 3,280 Shares $ 25,000.00 $82,000,000 $10,389.40
Preferred Shares, Series TH 3,280 Shares $ 25,000.00 $82,000,000 $10,389.40
Preferred Shares, Series F 3,280 Shares $ 25,000.00 $82,000,000 $10,389.40
(1) Estimated solely for the purpose of calculating the registration fee.
(2) $31.70 of which has previously been paid.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such dates as the Commission, acting pursuant to said Section 8(a),
may determine.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 5, 2004
PROSPECTUS
[WESTERN ASSET LOGO]
[CLAYMORE(R) LOGO]
$410,000,000
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
TAXABLE AUCTION MARKET PREFERRED SHARES ("AMPS")
3,280 SHARES, SERIES M
3,280 SHARES, SERIES T
3,280 SHARES, SERIES W
3,280 SHARES, SERIES TH
3,280 SHARES, SERIES F
LIQUIDATION PREFERENCE $25,000 PER SHARE
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INVESTMENT OBJECTIVES. Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund 2 (the "Fund") is a recently organized, diversified,
closed-end management investment company. The Fund's primary investment
objective is to provide current income. Capital appreciation, when consistent
with current income, is a secondary investment objective.
THE OFFERING. The Fund is simultaneously offering 3,280 Series M Taxable
Auction Market Preferred Shares ("Series M AMPS"), 3,280 Series T Taxable
Auction Market Preferred Shares ("Series T AMPS"), 3,280 Series W Taxable
Auction Market Preferred Shares ("Series W AMPS"), 3,280 Series TH Taxable
Auction Market Preferred Shares ("Series TH AMPS") and 3,280 Series F Taxable
Auction Market Preferred Shares ("Series F AMPS"). These shares are referred to
together in this prospectus as "AMPS." The AMPS will not be listed on any
exchange. Generally, investors may only buy and sell the AMPS through an order
placed at an auction with or through a broker-dealer that has entered into an
agreement with the auction agent, or in a secondary market that certain
broker-dealers may maintain. These broker-dealers are not required to maintain a
market in the AMPS, and a secondary market, if one develops, may not provide
investors with liquidity.
(CONTINUED ON FOLLOWING PAGE)
INVESTING IN THE AMPS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISKS"
SECTION BEGINNING ON PAGE 29 OF THIS PROSPECTUS. THE MINIMUM PURCHASE AMOUNT OF
THE AMPS IS $25,000.
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PER SHARE TOTAL
-------------- --------------
Public offering price $ 25,000 $ 410,000,000
Sales load $ 250 $ 4,100,000
Proceeds, before expenses, to the Fund (1) $ 24,750 $ 405,900,000
(1) Not including offering expenses payable by the Fund estimated to be
$501,947
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The Underwriters are offering the AMPS subject to various conditions. The
Underwriters expect to deliver the AMPS, in book-entry form, through the
facilities of The Depository Trust Company on or about , 2004.
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MERRILL LYNCH & CO.
LEGG MASON WOOD WALKER
INCORPORATED
A.G. EDWARDS & SONS
The date of this prospectus is , 2004.
[SIDENOTE]
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE FUND
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PORTFOLIO CONTENTS. Under normal market conditions, the Fund will invest at
least 80% of its total managed assets in U.S. Treasury Inflation Protected
Securities ("U.S. TIPS"). U.S. TIPS are fixed income securities 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 (currently represented by the
non-seasonally adjusted Consumer Price Index for All Urban Consumers (the
"CPI-U")). The Fund may also invest up to 20% of its total managed assets in
other securities and instruments, including securities and instruments of
issuers located in developing or "emerging market" countries. The Fund intends
to limit its investments to U.S. dollar-denominated securities and instruments.
The Fund may invest up to 20% of its total managed assets in bonds that are
below investment grade quality at the time of purchase. Investment grade quality
bonds are bonds rated within a rating agency's four highest grades (Baa or BBB
or higher by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Rating Group ("S&P") or Fitch Ratings ("Fitch") or a similar rating of another
nationally recognized rating agency) or bonds that are unrated but judged to be
of comparable quality by the Fund's investment manager. Bonds of below
investment grade quality (commonly referred to as "junk bonds") are regarded as
having predominantly speculative characteristics with respect to the issuer's
capacity to pay interest and repay principal. The Fund may enter into short
sales, use reverse repurchase agreements and dollar rolls, and engage in other
types of transactions, including derivative transactions (such as options,
futures contracts and swaps), for risk management purposes or as part of its
investment strategies. The Fund currently expects that the average effective
duration of its portfolio will range between zero and 15 years, although this
target duration may change from time to time. "Total managed assets" means the
total assets of the Fund (including any assets attributable to leverage) minus
accrued liabilities (other than liabilities representing leverage). There can be
no assurance that the Fund will achieve its investment objectives.
INVESTMENT ADVISOR AND INVESTMENT MANAGER. Claymore Advisors, LLC will act
as investment advisor to the Fund. Western Asset Management Company, the Fund's
investment manager, will be responsible for furnishing a continuous investment
program for the Fund and making investment decisions with respect to the Fund's
assets. See "Management of the Fund."
You should read this prospectus, which contains important information about
the Fund, before deciding whether to invest, and retain it for future reference.
A Statement of Additional Information dated , 2004, containing additional
information about the Fund, has been filed with the Securities and Exchange
Commission and is incorporated by reference in its entirety into this
prospectus, which means that it is part of the prospectus for legal purposes.
You can review the table of contents of the Statement of Additional Information
on page 61 of this prospectus. You may request a free copy of the Statement of
Additional Information by calling 1-800-345-7999 or by writing to the Fund, or
obtain a copy (and other information regarding the Fund) from the Securities and
Exchange Commission's web site (http://www.sec.gov).
The AMPS do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.
Investors in AMPS will be entitled to receive cash dividends at an annual
rate that may vary for the successive dividend periods for the AMPS. The
dividend rate for the initial dividend period will be % for Series M AMPS, % for
Series T AMPS, % for Series W AMPS, % for Series TH AMPS and % for Series F
AMPS. The initial dividend period for the AMPS is from the date of issuance
through , 2004 for Series M AMPS, , 2004 for Series T AMPS, , 2004 for
Series W AMPS, , 2004 for Series TH AMPS, and , 2004 for Series
F AMPS. For subsequent dividend periods, the AMPS will pay dividends based on a
rate generally set at auctions held every seven days for Series M AMPS, Series W
AMPS and Series F AMPS, and every 28 days for Series T AMPS and Series TH AMPS.
Generally, investors may only buy or sell AMPS through an order placed at an
auction with or through a broker-dealer in accordance with the procedures
specified in this prospectus. Prospective purchasers should carefully review the
auction procedures described in this prospectus, and should note:
- a buy order (called a "bid") or sell order is a commitment to buy or
sell AMPS based on the results of an auction; and
- purchases and sales will be settled on the next business day after the
auction.
The AMPS have a liquidation preference of $25,000 per share, plus any
accumulated, unpaid dividends. The AMPS also have priority over the Fund's
common shares of beneficial interest, no par value ("common shares"), as to
distribution of assets as described in this prospectus. See "Description of
AMPS." The Fund may redeem AMPS as described under "Description of
AMPS--Redemption."
The AMPS will not be listed on an exchange. You may only buy or sell AMPS
through an order placed at an auction with or through a broker-dealer that has
entered into an agreement with the auction agent or in a secondary market
maintained by certain broker-dealers. These broker-dealers are not required to
maintain this market, and there can be no assurance that a secondary market for
the AMPS will develop or, if it does develop, that it will provide holders with
a liquid trading market (i.e., trading will depend on the presence of willing
buyers and sellers, and the trading price will be subject to variables to be
determined at the time of the trade by such broker-dealers). A general increase
in the level of interest rates may have an adverse effect on the secondary
market price of the AMPS, and an investor that sells AMPS between auctions may
receive a price per share of less than $25,000.
The AMPS will be senior to the Fund's outstanding common shares. The Fund's
common shares are traded on the New York Stock Exchange under the symbol "WIW."
It is a condition of closing this offering that the AMPS be offered with a
rating of "Aaa" from Moody's and of "AAA" from Fitch.
TABLE OF CONTENTS
PAGE
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Prospectus Summary 6
Financial Highlights (Unaudited) 19
The Fund 20
Use of Proceeds 20
Capitalization 21
Portfolio Composition 21
The Fund's Objectives, Strategies and Investments 22
Risks 29
How the Fund Manages Risk 36
Management of the Fund 38
Description of AMPS 40
The Auction 48
Net Asset Value 52
Description of Capital Structure 52
Anti-Takeover and Other Provisions in the Declaration of Trust 54
Repurchase of Fund Shares; Conversion to Open-End Fund 55
Tax Matters 56
Underwriting 59
Custodian and Transfer Agent; Auction Agent 60
Legal Matters 60
Available Information 60
Table of Contents for the Statement of Additional Information 61
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. THE FUND HAS NOT, AND THE UNDERWRITERS HAVE NOT,
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. THE
FUND IS NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER OF THESE SECURITIES
IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS. THE FUND'S BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
THE FUND WILL AMEND OR SUPPLEMENT THIS PROSPECTUS TO REFLECT MATERIAL CHANGES TO
THE INFORMATION CONTAINED IN THIS PROSPECTUS TO THE EXTENT REQUIRED BY
APPLICABLE LAW.
4
(This page has been left blank intentionally.)
5
PROSPECTUS SUMMARY
This is only a summary. This summary may not contain all of the information
that you should consider before investing in the AMPS. You should review the
more detailed information contained in this Prospectus and in the Statement of
Additional Information.
THE FUND Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 is a
recently organized, diversified, closed-end management investment company.
Throughout this prospectus, Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund 2 is referred to simply as the "Fund." The Fund
commenced investment operations on February 27, 2004, upon the closing of an
initial public offering of 53,350,000 common shares. As of April 16, 2004, the
Fund had 61,081,981 common shares outstanding and total managed assets of
$1,364,939,666.20. The Fund's common shares are traded on the New York Stock
Exchange under the symbol "WIW." See "The Fund." The Fund's principal office is
located at 385 East Colorado Boulevard, Pasadena, California 91101, and its
telephone number is (626) 844-9400.
THE OFFERING The Fund is offering 3,280 Series M AMPS, no par value, 3,280 Series T AMPS, no
par value, 3,280 Series W AMPS, no par value, 3,280 Series TH AMPS, no par value
and 3,280 Series F AMPS, no par value, each at a purchase price of $25,000 per
share plus dividends, if any, that have accumulated from the date the Fund first
issues the AMPS. The AMPS are offered through Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), Legg Mason Wood Walker, Incorporated and
A.G. Edwards & Sons, Inc. (together, the "Underwriters").
The AMPS entitle their holders to receive cash dividends at an annual rate that
may vary for the successive dividend periods of the AMPS. In general, except as
described under "--Dividends on AMPS" below and "Description of AMPS--Dividends
and Rate Periods," the dividend period for the Series M AMPS, the Series W AMPS
and the Series F AMPS will be seven days, and the dividend period for the Series
T AMPS and the Series TH AMPS will be 28 days. The auction agent will determine
the dividend rate for a particular rate period by an auction conducted on the
business day immediately prior to the start of that rate period. See "The
Auction."
The AMPS are not listed on an exchange. Instead, investors will generally buy or
sell AMPS in an auction by submitting orders to broker-dealers that have entered
into an agreement with the auction agent.
Generally, investors in AMPS will not receive certificates representing
ownership of their shares. The securities depository (The Depository Trust
Company or any successor) or its nominee for the account of the investor's
broker-dealer will maintain record ownership of AMPS in book-entry form. An
investor's broker-dealer, in turn, will maintain records of that investor's
beneficial ownership of AMPS.
INVESTMENT ADVISOR AND Claymore Advisors, LLC (the "Investment Advisor") serves as the investment
INVESTMENT MANAGER advisor to the Fund. Subject to supervision by the Board of Trustees of the Fund
(the "Board of Trustees"), the Investment Advisor is responsible for managing,
either directly or through others selected by it,
6
the investment activities of the Fund and certain of the Fund's business affairs
and other administrative matters. The Fund will pay the Investment Advisor an
annual fee, payable monthly, in an amount equal to .60% of the Fund's average
weekly assets. See "Management of the Fund--Investment Advisor and Investment
Manager" for more information about how this fee is calculated. The Investment
Advisor has delegated to Western Asset Management Company ("Western Asset"), as
investment manager to the Fund, the responsibility for furnishing a continuous
investment program for the Fund and making investment decisions with respect to
the Fund's assets. The Investment Advisor will pay a portion of the fees it
receives from the Fund to Western Asset in return for Western Asset's services
as investment manager at an annual rate of .27% of the Fund's average weekly
assets.
INVESTMENT OBJECTIVES The Fund's primary investment objective is to provide current income. Capital
appreciation, when consistent with current income, is a secondary investment
objective. No assurance can be given that the Fund will achieve its investment
objectives.
INVESTMENT POLICIES Under normal market conditions, the Fund will invest at least 80% of its total
managed assets in U.S. TIPS. U.S. TIPS are fixed income securities 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 (currently represented by the
non-seasonally adjusted CPI-U). The Fund may also invest up to 20% of its total
managed assets in other securities and instruments, including securities and
instruments of issuers located in developing or "emerging market" countries. The
Fund intends to limit its investments to U.S. dollar-denominated securities and
instruments. The Fund may invest up to 20% of its total managed assets in bonds
that are below investment grade quality at the time of purchase. Investment
grade quality bonds are bonds rated within a rating agency's four highest grades
(Baa or BBB or higher by Moody's, S&P or Fitch or a similar rating of another
nationally recognized rating agency) or bonds that are unrated but judged to be
of comparable quality by Western Asset. Bonds of below investment grade quality
are regarded as having predominantly speculative characteristics with respect to
the issuer's capacity to pay interest and repay principal. The Fund may enter
into short sales, use reverse repurchase agreements and dollar rolls, and engage
in other types of transactions, including derivative transactions (such as
options, futures contracts and swaps), for risk management purposes or as part
of its investment strategies. The Fund currently expects that the average
effective duration of its portfolio will range between zero and 15 years,
although this target duration may change from time to time. See "The Fund's
Objectives, Strategies and Investments."
LEVERAGE The Fund anticipates that, immediately after completion of the offering of AMPS,
the AMPS will represent approximately 33% of the Fund's total managed assets.
The Fund entered into reverse repurchase agreements and/or dollar roll
transactions for leveraging purposes as a substitute for all or a portion of the
AMPS offered hereunder during the period prior to their issuance and will
continue to enter into such transactions following the issuance of the AMPS.
The precise amount of leverage used by the
7
Fund may vary from time to time, but the AMPS, together with other forms of
leverage (including reverse repurchase agreements and dollar roll transactions),
will not exceed 38% of its total managed assets. "Total managed assets" means
the total assets of the Fund (including any assets attributable to leverage)
minus accrued liabilities (other than liabilities representing leverage). For
purposes of calculating "total managed assets," the liquidation preference of
any preferred shares outstanding is not considered a liability.
Although the Fund may in the future offer other preferred shares, the Fund does
not currently intend to offer preferred shares other than the AMPS offered in
this prospectus. In addition to the forms of leverage described above, the Fund
currently expects to use short sales, futures contracts, options, credit default
swaps, and/or other transactions that may in certain circumstances be considered
leverage. To the extent that the Fund covers its obligations under such
transactions by the segregation of liquid assets, by entering into offsetting
transactions, or by owning positions covering its obligations, such transactions
will not be considered leverage for purposes of the Fund's policy on the amount
of leverage it may incur. However, these transactions, even if covered,
represent a form of economic leverage (although they will not be considered
"leverage" for purposes of calculating total managed assets) and will involve
special risks. Although the Fund does not currently intend to borrow from banks
or other financial institutions or issue commercial paper in order to leverage
its portfolio, it may do so in the future. Bank borrowings and outstanding
commercial paper will be included when calculating the amount of the Fund's
outstanding leverage.
The Fund generally will not utilize leverage if it anticipates that it would
result in a lower return to holders of the Fund's common shares ("Common
Shareholders") over time. Use of financial leverage creates an opportunity for
increased income for Common Shareholders, but, at the same time, creates the
possibility for greater loss (including the likelihood of greater volatility of
dividends on the common shares and of the net asset value and market price of
the common shares), and there can be no assurance that the Fund's use of
leverage will be successful. The Fund may redeem all or part of the outstanding
AMPS if it anticipates that the Fund's leveraged capital structure will result
in a lower rate of return to Common Shareholders for any significant period of
time than that obtainable if the common shares were unleveraged.
Because the fees received by the Investment Advisor and Western Asset are based
on the average weekly assets of the Fund (including assets represented by the
AMPS and other leverage), the Investment Advisor and Western Asset have a
financial incentive for the Fund to issue the AMPS and incur other leverage. See
"Risks--General Risks of Investing in the Fund--Leverage Risk."
8
SPECIAL RISK CONSIDERATIONS RISKS OF INVESTING IN THE AMPS. Before investing in the AMPS, you should
consider certain risks carefully. The primary risks of investing in AMPS are:
- the Fund will generally not be permitted to declare dividends or other
distributions with respect to your AMPS or redeem your AMPS unless the
Fund meets certain asset coverage requirements, as discussed in
"Description of AMPS--Rating Agency Guidelines and Asset Coverage";
- if an auction fails, you may not be able to sell some or all of your
AMPS;
- because of the nature of the market for the AMPS, you may receive less
than the price you paid for your AMPS if you sell them outside of the
auction, especially when market interest rates are rising;
- a rating agency could downgrade the rating assigned to the AMPS, which
could affect the liquidity of your investment;
- the Fund may be forced to redeem your AMPS to meet regulatory or rating
agency requirements, and may voluntarily redeem your shares in certain
circumstances at the Fund's option;
- in certain circumstances the Fund may not earn sufficient income from its
investments to pay dividends on the AMPS (for more information concerning
such circumstances, see the risks described in this subsection,
"Risks--Risks of Investing in the AMPS--Interest Rate Risk" and
"Risks--General Risks of Investing in the Fund");
- if interest rates rise, the value of the Fund's investment portfolio may
decline, reducing the asset coverage for the AMPS; and
- if an issuer of a bond in which the Fund invests experiences financial
difficulties or defaults, or if an issuer in which the Fund invests is
affected by other adverse market factors, there may be a negative impact
on the income and/or asset value of the Fund's investment portfolio,
which will make it more difficult for the Fund to pay dividends on the
AMPS and will reduce asset coverage for the AMPS.
In addition to the risks described above, certain general risks relating to an
investment in the Fund may under certain circumstances reduce the Fund's ability
to pay dividends and meet its asset coverage requirements on the AMPS. These
risks include:
LIMITED OPERATING HISTORY. The Fund is a recently organized, diversified,
closed-end management investment company that has been operational for fewer
than three months.
INTEREST RATE RISK. Interest rate risk is the risk that the bonds in the Fund's
portfolio (including U.S. TIPS) will decline in value because of increases in
market interest rates. The prices of longer-term bonds generally fluctuate more
than prices of shorter-term bonds as interest rates change. Because the Fund
will invest primarily in intermediate- to longer-term bonds, the Fund's net
asset value will fluctuate more in response to changes in market interest rates
than if the Fund invested primarily in
9
shorter-term bonds. Because market interest rates are currently near their
lowest levels in many years, there is a greater risk that the Fund's portfolio
will decline in value. The Fund's use of leverage, as described below, will
increase interest rate risk. See "Risks--General Risks of Investing in the
Fund--Leverage Risk."
RISKS RELATING TO U.S. TIPS. The value of inflation-protected securities such as
U.S. TIPS generally fluctuates in response to changes in real interest rates,
which are in turn 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 might decline, leading to an
increase in value of U.S. TIPS. In contrast, if nominal interest rates increased
at a faster rate than inflation, real interest rates might rise, leading to a
decrease in value of U.S. TIPS. Although the principal value of U.S. TIPS
declines in periods of deflation, holders at maturity receive no less than the
par value of the bond. However, if the Fund purchases U.S. TIPS in the secondary
market 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 the Fund holds
U.S. TIPS, the Fund may earn less on the securities than on conventional bonds.
Any increase in principal value of U.S. TIPS caused by an increase in the CPI-U
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, the 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 and to eliminate any fund-level income tax
liability under the Internal Revenue Code of 1986, as amended (the "Code"). See
"Tax Matters."
If real interest rates rise (i.e., if interest rates rise due to reasons other
than inflation), the value of the U.S. TIPS in the Fund's portfolio will
decline. In addition, because the principal amount of U.S. TIPS 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.
The daily adjustment of the principal value of U.S. TIPS is currently tied to
the non-seasonally adjusted CPI-U, which is calculated monthly by the U.S.
Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of
living, made up of components such as housing, food, transportation and energy.
Its calculation includes a three-month lag. There can be no assurance that such
index will accurately measure the real rate of inflation in the prices of goods
and services.
The U.S. Treasury only began issuing inflation-protected securities in 1997, and
the market for such securities may be less developed or liquid, and more
volatile, than certain other securities markets as a result. The U.S. Treasury
currently issues U.S. TIPS in only ten-year maturities, although U.S. TIPS with
different maturities have been issued in the past and may be issued in the
future.
CREDIT RISK. Credit risk is the risk that one or more bonds in the Fund's
portfolio will decline in price, or fail to pay interest or principal when due,
because the issuer of the bond experiences a decline in its financial status.
10
The Fund may invest up to 20% of its total managed assets in bonds that are not,
at the time of investment, investment grade quality. Investment grade bonds are
bonds rated within a rating agency's four highest grades (Baa/BBB or higher by
Moody's, S&P or Fitch or a similar rating of another nationally recognized
rating agency) or bonds that are unrated but judged to be of comparable quality
by Western Asset. The prices of these lower grade bonds are more sensitive to
negative developments, such as a decline in the issuer's revenues or a general
economic downturn, than are the prices of higher grade securities. Bonds of
below investment grade quality (commonly referred to as "junk bonds") are
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal when due, and therefore involve a greater risk of default.
Bonds in the lowest investment grade category may also be considered to possess
some speculative characteristics by certain rating agencies. Lower grade bonds
tend to be less liquid than investment grade bonds, and investments in lower
grade bonds will expose the Fund to greater risks than if the Fund owned only
higher grade securities.
LOWER GRADE AND UNRATED SECURITIES RISK. The Fund may invest up to 20% of its
total managed assets in bonds that are not, at the time of investment,
investment grade quality. Lower grade securities, or equivalent unrated
securities, typically entail greater potential price volatility and may be less
liquid than higher-rated securities. Lower grade securities are regarded as
having predominantly speculative characteristics with respect to the issuer's
capacity to pay interest and repay principal. These securities may also be more
susceptible to real or perceived adverse economic and competitive industry
conditions than higher-rated securities. Unrated securities may be less liquid
than comparable rated securities and involve the risk that Western Asset may not
accurately evaluate the security's comparative credit rating. Analysis of the
creditworthiness of issuers of lower grade securities may be more complex than
for issuers of higher-quality debt obligations. To the extent that the Fund
holds lower grade and/or unrated securities, the Fund's success in achieving its
investment objectives may depend more heavily on Western Asset's credit analysis
than if the Fund held exclusively higher-quality and rated securities.
LEVERAGE RISK. The Fund is offering the AMPS in order to purchase additional
assets for investment purposes. This practice is known as "leverage." Leverage
risk includes the risk associated with the issuance of AMPS to leverage the
Fund's common shares. The Fund intends to use other instruments that may be
considered leverage under certain circumstances, including reverse repurchase
agreements, credit default swaps, dollar rolls and other investment techniques,
each of which (to the extent that it is considered leverage) will amplify the
effects of leverage on the Fund's portfolio. Counterparties on these instruments
may have a claim to the Fund's assets that is prior to the claim of the holders
of AMPS.
If the dividend rate on the AMPS and interest rates on other forms of leverage,
as reset periodically, exceed the net rate of return on the Fund's portfolio,
the use of leverage will result in a lower net asset value than if the Fund
were not leveraged, and the Fund's ability to pay dividends and to meet its
asset coverage requirements on the AMPS will be reduced.
11
ISSUER RISK. The value of a corporate debt instrument may decline for a number
of reasons that directly relate to the issuer, such as management performance,
financial leverage and reduced demand for the issuer's goods and services.
SMALLER COMPANY RISK. The general risks associated with corporate debt
obligations are particularly pronounced for securities issued by companies with
smaller market capitalizations. These companies may have limited product lines,
markets or financial resources, or may depend on a few key employees. As a
result, they may be subject to greater levels of credit, interest rate and
issuer risk. Securities of smaller companies may trade less frequently and in
less volume than more widely held securities, and their values may fluctuate
more sharply than other securities. Companies with medium-sized market
capitalizations may have risks similar to those of smaller companies.
COUNTRY RISK. Investments in securities of non-U.S. issuers (including those
denominated in U.S. dollars) involve certain risks not typically associated with
investments in domestic issuers. For example, the value of those investments may
decline in response to unfavorable political and legal developments, unreliable
or untimely information, or economic and financial instability. Settlement
procedures outside the U.S. may also involve additional risks.
EMERGING MARKETS RISK. Investment in securities of issuers based in developing
or "emerging market" countries entails all of the risks of investing in
securities of non-U.S. issuers, as described above, but to a heightened degree.
These types of investments can include "Brady Bonds" (bonds issued as a result
of a debt restructuring plan), Eurobonds, domestic and international bonds
issued under the laws of a developing country, emerging market loans, and other
debt instruments. Emerging market countries typically have economic and
political systems that are less fully developed, and can be expected to be less
stable than those of more developed countries. For example, the economies of
such countries can be subject to rapid and unpredictable rates of inflation or
deflation. Low trading volumes may result in a lack of liquidity and in price
volatility. Emerging market countries may have policies that restrict investment
by foreigners, or that prevent foreign investors from withdrawing their money at
will. Because the Fund may invest up to 20% of its total managed assets in
securities or instruments of emerging market issuers, investors should be able
to tolerate sudden and sometimes substantial fluctuations in the value of the
Fund's investments.
MORTGAGE-RELATED SECURITIES RISK. The Fund may invest in a variety of
mortgage-related securities, including commercial mortgage securities, stripped
mortgage-backed securities (including interest-only securities ("IOs") and
principal-only securities ("POs")) and other mortgage-backed instruments. Rising
interest rates tend to extend the duration of mortgage-related securities,
making them more sensitive to changes in interest rates. In addition,
mortgage-related securities are subject to prepayment risk, as discussed below.
Also, a rapid rate of principal prepayments may have a measurably adverse effect
on the Fund's yield to maturity to the extent it invests in IOs. If the assets
underlying the IOs experience greater than
12
anticipated prepayments of principal, the Fund may fail to recoup fully its
initial investments in these securities. Conversely, POs tend to increase in
value if prepayments are greater than anticipated and decline if prepayments are
slower than anticipated. The Fund's investments in asset-backed securities are
subject to risks similar to those associated with mortgage-related securities.
PREPAYMENT RISK. Many fixed income securities, especially those issued at high
interest rates, provide that the issuer may repay them early. Issuers often
exercise this right when interest rates decline. Accordingly, holders of
securities that may be called or prepaid may not benefit fully from the increase
in value that other fixed income securities experience when rates decline.
Furthermore, the Fund reinvests the proceeds of the payoff at current yields,
which are lower than those paid by the security that was paid off.
REINVESTMENT RISK. Reinvestment risk is the risk that income from the Fund's
portfolio will decline if and when the Fund reinvests the proceeds from matured,
traded or called bonds at market interest rates that are below the portfolio's
current earnings rate.
DERIVATIVES RISK. The Fund may invest in a variety of derivative instruments for
investment or risk management purposes, such as options, futures contracts and
swaps. Derivatives are subject to a number of risks described elsewhere in this
prospectus, such as interest rate risk, leverage risk and management risk. The
Fund will be subject to credit risk with respect to the counterparties to the
derivatives contracts purchased by the Fund. If a counterparty becomes bankrupt
or otherwise fails to perform its obligations under a derivatives contract, the
Fund may obtain only a limited recovery or may obtain no recovery in such
circumstances. Derivative transactions also involve the risk of mispricing or
improper valuation, the risk of ambiguous documentation and the risk that
changes in the value of a derivative may not correlate perfectly with an
underlying asset, interest rate or index. Suitable derivative transactions may
not be available in all circumstances, and there can be no assurance that the
Fund will engage in these transactions to reduce exposure to other risks when
that would be beneficial or that these transactions will be successful. The
value of the derivatives in the Fund's portfolio will not exceed 20% of the
Fund's total managed assets.
INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's assets or
income from the Fund's investments may be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the AMPS
and distributions could decline. Inflation risk is expected to be greater with
respect to the Fund's investments in securities or instruments other than U.S.
TIPS. Deflation risk is the risk that prices throughout the economy may decline
over time--the opposite of inflation. Deflation may have an adverse effect on
the creditworthiness of issuers and may make issuer default more likely, which
may result in a decline in the value of the Fund's portfolio. Because the
principal amounts of U.S. TIPS would be adjusted downward during a period of
deflation, the Fund will be subject to deflation risk with respect to its
investments in such securities.
13
TURNOVER RISK. The length of time the Fund has held a particular security is not
generally a consideration in investment decisions. A change in the securities
held by the Fund is known as "portfolio turnover." As a result of the Fund's
investment policies, under certain market conditions the Fund's turnover rate
may be higher than that of other investment companies. Portfolio turnover
generally involves some expense to the Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities. These transactions may result in realization
of taxable capital gains. Higher portfolio turnover rates, such as those above
100%, are likely to result in higher brokerage commissions or other transaction
costs and could give rise to a greater amount of taxable capital gains.
MANAGEMENT RISK. The Fund is subject to management risk because it is an
actively managed investment portfolio. Western Asset will apply investment
techniques and risk analyses in making investment decisions for the Fund, but
there can be no guarantee that these will produce the desired results. The
Investment Advisor is newly organized and does not have significant previous
experience as an investment advisor to an investment company, although an
affiliate of the Investment Advisor acts as servicing agent to various
investment companies.
ANTI-TAKEOVER PROVISIONS. The Fund's Agreement and Declaration of Trust (as
amended and restated, the "Declaration") includes provisions that could limit
the ability of other entities or persons to acquire control of the Fund, convert
the Fund to open-end status or change the composition of the Board of Trustees.
MARKET DISRUPTION AND GEOPOLITICAL RISKS. The aftermath of the war with Iraq and
the continuing occupation of the country by coalition forces are likely to have
a substantial impact on the U.S. and world economies and securities markets. The
duration and nature of the occupation and the potential costs of rebuilding the
Iraqi infrastructure and political systems cannot be predicted with any
certainty. Terrorist attacks on the World Trade Center and the Pentagon on
September 11, 2001 closed some of the U.S. securities markets for a four-day
period, and the occurrence of similar events cannot be ruled out. The war and
occupation, terrorism and related geopolitical risks have led, and may in the
future lead, to increased short-term market volatility and may have adverse
long-term effects on U.S. and world economies and markets generally. Those
events could also have an acute effect on individual issuers or related groups
of issuers. These risks could also adversely affect securities markets, interest
rates, auctions, secondary trading, ratings, credit risk, inflation, deflation
and other factors relating to the AMPS.
CERTAIN AFFILIATIONS. Certain broker-dealers may be considered to be affiliated
persons of the Fund, the Investment Advisor and/or Western Asset. Absent an
exemption from the Securities and Exchange Commission or other regulatory
relief, the Fund is generally precluded from effecting certain principal
transactions with affiliated brokers, and its ability to purchase securities
being underwritten by an affiliated broker or a syndicate including an
affiliated broker or to utilize affiliated brokers for agency transactions is
subject to regulatory and other restrictions. This
14
could limit the Fund's ability to engage in securities transactions and take
advantage of market opportunities.
TRADING MARKET The AMPS will not be listed on a stock exchange. Instead, you may buy or sell
AMPS at a periodic auction by submitting orders to a broker-dealer that has
entered into a separate agreement with the auction agent (a "Broker-Dealer") or
to a broker-dealer that has entered into an agreement with a Broker-Dealer. In
addition to the auctions, Broker-Dealers and other broker-dealers may maintain a
separate secondary trading market in AMPS, but may discontinue this activity at
any time. You may transfer shares outside of auctions only to or through a
Broker-Dealer, a broker-dealer that has entered into a separate agreement with a
Broker-Dealer, or other persons as the Fund permits. There can be no assurance
that a secondary trading market for the AMPS will develop, or if it does
develop, that it will provide holders of AMPS with liquidity of investment. See
"The Auction."
RATINGS The Fund will issue the AMPS only if the AMPS have received a credit quality
rating of "Aaa" from Moody's and of "AAA" from Fitch.
DIVIDENDS ON AMPS The table below shows the dividend rates, the dates of accumulation at such
rates, the dividend payment dates and the number of days for the initial rate
periods on each series of AMPS offered in this prospectus, as well as the
subsequent dividend payment date for each series. For subsequent dividend
periods, AMPS will pay dividends based on a rate set at auctions normally held
every seven days in the case of Series M AMPS, Series W AMPS and Series F AMPS,
and every 28 days in the case of Series T AMPS and Series TH AMPS. In most
instances, dividends are payable on the first business day following the end of
the rate period. The rate set at auction will not exceed the maximum applicable
rate. See "Description of AMPS--Dividends and Rate Periods."
Dividends on AMPS will be cumulative from the date the shares are first issued
and will be paid out of legally available funds.
DIVIDEND SUBSEQUENT NUMBER OF
INITIAL DATE OF PAYMENT DATE DIVIDEND DAYS IN
DIVIDEND ACCUMULATION FOR INITIAL PAYMENT INITIAL RATE
AMPS RATE AT INITIAL RATE* RATE PERIOD* DAY PERIOD
---- -------- ---------------- ------------ ------------ ------------
Series M % Every 7 days
Series T % Every 28 days
Series W % Every 7 days
Series TH % Every 28 days
Series F % Every 7 days
---------------
* Dates as of 2004.
15
Notwithstanding the schedule above, the Fund may, subject to certain conditions,
designate special rate periods of more than seven days for the Series M AMPS,
Series W AMPS and Series F AMPS, and other than 28 days for the Series T AMPS
and Series TH AMPS. The Fund may not designate a special rate period unless
sufficient clearing bids were made in the most recent auction. In addition, full
cumulative dividends and any amounts due with respect to mandatory redemptions
or optional redemptions must be paid in full or deposited with the auction
agent. The Fund also must have received confirmation from Moody's and Fitch or
any substitute rating agency that the proposed special rate period will not
adversely affect such agency's then-current rating on the AMPS. The Fund may
establish one or more dividend payment dates in respect of a special rate
period. The dividend payment date or dates for a special rate period will be set
out in the notice designating the special rate period.
The Fund currently expects to declare a special rate period under circumstances
in which it has the opportunity to secure an advantageous dividend rate on the
AMPS, although it may choose not to do so. These circumstances could include,
among others, (i) if Western Asset believes that interest rates will rise more
than market expectations over a particular period or (ii) if long-term interest
and dividend rates are lower than short-term interest and dividend rates for a
particular period. Depending on market conditions, the Fund intends to declare a
special rate period with respect to Series M AMPS, Series W AMPS and Series F
AMPS shortly after the issuance of the AMPS. The length of such special rate
period will be determined based on factors including but not limited to interest
rate levels at such time.
The Fund's declaration of a special rate period may affect the liquidity of your
investment. A special rate period would typically be longer than a regular rate
period, and you would be unable to sell AMPS in an auction for a corresponding
longer period of time. If you sell your AMPS between auctions, you may receive
less than the price you paid for them, especially when market interest rates
have risen. The risks described in this paragraph will become greater as the
length of the special rate period increases.
DETERMINATION OF MAXIMUM
APPLICABLE RATE The applicable dividend rate for any rate period for a series of AMPS will not
exceed the maximum applicable rate (calculated as described below) attributable
to such shares. The maximum applicable rate for each series of AMPS will depend
on the credit rating assigned to such shares and on the duration of the rate
period. The maximum applicable rate will be the higher of the applicable
percentage of the reference rate or the applicable spread plus the reference
rate. The reference rate is the applicable LIBOR Rate (for a rate period of
fewer than 365 days) or the applicable Treasury Rate Index (for a rate period of
365 days or more). The applicable percentage or applicable spread as so
determined is further subject to upward but not downward adjustment in the
discretion of the Board of Trustees after consultation with the Broker-Dealers,
provided that any such adjustment does not impair the rating of the AMPS and
that immediately following any such adjustment the Fund could meet the Preferred
Shares Basic Maintenance Amount test (as described in
16
"Description of AMPS--Rating Agency Guidelines and Asset Coverage"). The
applicable percentage and spread is as follows:
MOODY'S FITCH'S APPLICABLE
CREDIT RATING CREDIT RATING PERCENTAGE APPLICABLE SPREAD
------------- ------------- ---------- -----------------
Aaa AAA 125% 125 bps
Aa3 to Aa1 AA- to AA+ 150% 150 bps
A3 to A1 A- to A+ 200% 200 bps
Baa3 to Baa1 BBB- to BBB+ 250% 250 bps
Below Baa3 Below BBB- 300% 300 bps
There is no minimum applicable rate in respect of any rate period. See
"Description of AMPS--Dividends and Rate Periods."
LIQUIDATION PREFERENCE The liquidation preference (that is, the amount the Fund must pay to holders of
AMPS if the Fund is liquidated) for AMPS will be $25,000 per share plus
accumulated but unpaid dividends, if any, whether or not earned or declared.
ASSET MAINTENANCE Under revised Article Twelve set forth in the Fund's Amended and Restated Bylaws
(the "Amended and Restated Bylaws"), attached as Appendix D to the Statement of
Additional Information, which establishes and fixes the rights and preferences
of each series of AMPS, the Fund must maintain:
- asset coverage on the AMPS as required by the rating agency or agencies
rating the AMPS; and
- asset coverage of at least 200% with respect to senior securities that
are stock, including the AMPS, as discussed in "Description of
AMPS--Rating Agency Guidelines and Asset Coverage."
In the event that the Fund does not maintain (or cure a failure to maintain)
these coverage tests, some or all of the AMPS will be subject to mandatory
redemption. See "Description of AMPS--Redemption."
Based on the composition of the Fund's portfolio as of April 16, 2004, the Fund
estimates that the asset coverage of the AMPS, as measured pursuant to the
Investment Company Act of 1940 and the rules and regulations thereunder, as
amended (the "1940 Act"), would be approximately 308.76% if the Fund were to
issue all of the AMPS offered in this prospectus, representing approximately 33%
of the Fund's total managed assets. This asset coverage will change from time to
time.
MANDATORY REDEMPTION If the Preferred Shares Basic Maintenance Amount or the 1940 Act Preferred
Shares Asset Coverage (each as defined in the Amended and Restated Bylaws and
discussed in "Description of AMPS--Rating Agency Guidelines and Asset Coverage")
is not maintained or restored in a timely manner, the AMPS will be subject to
mandatory redemption, out of funds legally available, at the redemption price of
$25,000 per share plus an amount equal to dividends thereon (whether or not
earned or declared) accumulated but unpaid to (but not including) the date fixed
for redemption. Any such redemption will be limited to the minimum number of
AMPS necessary to restore the Preferred Shares Basic Maintenance Amount or the
1940 Act Preferred Shares Asset Coverage, as the case may be. The Fund's ability
to make such a mandatory redemption may be restricted by the provisions of the
1940 Act. See "Description of AMPS--Redemption."
OPTIONAL REDEMPTION The AMPS are redeemable at the option of the Fund, in whole or in part,
generally on any dividend payment date at the redemption price of $25,000
17
per share, plus an amount equal to the accumulated but unpaid dividends (whether
or not earned or declared) to (but not including) the date fixed for redemption.
See "Description of AMPS--Redemption."
Although the AMPS are subject to redemption under certain circumstances as
described above and under "Description of AMPS--Redemption," the AMPS may not be
redeemed at a shareholder's option at net asset value, unlike the shares of an
open-end mutual fund.
VOTING RIGHTS The 1940 Act requires that the holders of any outstanding series of AMPS and any
other outstanding preferred shares, voting together as a single class separate
from the Common Shareholders, have the right to elect at least two Trustees of
the Fund at all times and to elect a majority of the Trustees if two years'
dividends on any outstanding series of the AMPS or any other preferred shares
are unpaid until all unpaid dividends on all series of the AMPS and any other
preferred shares are paid (or otherwise provided for). The holders of AMPS and
any other outstanding preferred shares will vote as a separate class (and, in
certain circumstances, the holders of each series of AMPS will vote as a
separate class) on certain other matters as required under the Declaration, the
Fund's Bylaws, as amended (the "Bylaws"), or the 1940 Act. See "Description of
AMPS--Voting Rights." Each common share, each of the AMPS, and each share of any
other series of preferred shares of the Fund is entitled to one vote per share.
FEDERAL INCOME TAXATION The distributions with respect to any series of AMPS (other than distributions
in redemption of AMPS subject to Section 302(b) of the Code) will constitute
dividends to the extent of the Fund's current or accumulated earnings and
profits, as calculated for federal income tax purposes. Such dividends generally
will be taxable as ordinary income to holders. For taxable years beginning on or
before December 31, 2008, provided holding period and other requirements are
met, the Fund may designate distributions of investment income derived from
dividends of U.S. corporations and some foreign corporations as "qualified
dividend income." Qualified dividend income will be taxed in the hands of
individuals at the rates applicable to long-term capital gain, provided these
same holding period and other requirements are met by the shareholder. The Fund
does not expect a significant portion of Fund distributions to be derived from
qualified dividend income. Distributions of net capital gains (i.e., the excess
of net long-term capital gains over net short-term capital losses) that are
designated by the Fund as capital gain dividends will be treated as long-term
capital gains in the hands of holders receiving such distributions. The Internal
Revenue Service (the "IRS") currently requires that a regulated investment
company that has two or more classes of stock allocate to each such class
proportionate amounts of each type of its income (such as ordinary income and
capital gains) based upon the percentage of total dividends distributed to each
class for the tax year. Accordingly, the Fund intends each year to allocate
capital gain dividends between and among its common shares and each series of
the AMPS in proportion to the total dividends paid to each class during or with
respect to such year. Ordinary income dividends and dividends qualifying for the
dividends received deduction will similarly be allocated between and among
classes. See "Tax Matters."
CUSTODIAN, AUCTION AGENT, TRANSFER
AGENT, REGISTRAR, DIVIDEND PAYING
AGENT AND REDEMPTION AGENT State Street Bank & Trust Company serves as the Fund's custodian. The Bank of
New York serves as auction agent, transfer agent, registrar, dividend paying
agent and redemption agent for the AMPS.
18
FINANCIAL HIGHLIGHTS (UNAUDITED)
The financial highlights table set forth below is intended to help you
understand the Fund's recent financial performance. Information contained in the
table below under the headings "Per Share Operating Performance" and
"Ratios/Supplemental Data" shows the unaudited operating performance of the Fund
from the commencement of the Fund's investment operations on February 27, 2004
through April 16, 2004. Because the Fund is recently organized and commenced
investment operations on February 27, 2004, the table covers fewer than seven
weeks of operations, during which a substantial portion of the Fund's portfolio
was held in temporary investments pending investment in bonds and other
investments that meet the Fund's investment objectives and policies.
Accordingly, the information presented may not provide a meaningful picture of
the Fund's operating performance.
FOR THE PERIOD FROM
FEBRUARY 27, 2004* THROUGH
APRIL 16, 2004 (UNAUDITED)
--------------------------
PER COMMON SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period $ 14.33(1)
Less Offering Costs Charged to Additional Paid in Capital $ (0.03)
Income From Investment Operations:
Net Investment Income $ 0.10
Net Realized and Unrealized Gain/(Loss) on Investments $ (0.31)
Total from Investment Operations $ (0.21)
Less Dividends and Distributions to Shareholders from:
Net Investment Income $ --
Net Realized Gain on Investments $ --
Return of Capital $ --
Total Dividends and Distributions to Shareholders $ --
Net Increase/(Decrease) in Net Assets $ (0.21)
Net Asset Value, End of Period(2) $ 14.09
Per Share Market Value, End of Period(2) $ 14.90
Total Return on NAV Excluding Offering Costs -1.67%(3)
Total Investment Return on Market Value -1.19%(4)
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (in thousands) $ 860,537
Ratio of Expenses to Average Weekly Net Assets
(including interest expense)(5) 0.83%(6)
Ratio of Net Investment Income to Average Weekly Net Assets 5.31%(6)
Portfolio Turnover Rate 130%(6)
* Date of commencement of operations
(1) Net sales load of $0.675 on initial shares issued.
(2) Net asset value and market value are published in THE WALL STREET JOURNAL
each Monday.
(3) Not annualized. Total return on NAV including offering costs is -1.96%.
(4) Total investment return is calculated assuming a purchase of a common share
on the opening of the first day and a sale on the closing of the last day
of period. Total investment return is not annualized. Brokerage commissions
are not reflected.
(5) As a percentage of weekly net assets, which includes any liabilities or
senior securities constituting indebtedness in connection with financial
leverage.
(6) Annualized.
19
THE FUND
The Fund is a recently organized, diversified, closed-end management
investment company registered under the 1940 Act. The Fund was organized as a
Massachusetts business trust on October 27, 2003 pursuant to the Declaration,
which is governed by the laws of The Commonwealth of Massachusetts. The Fund's
principal office is located at 385 East Colorado Boulevard, Pasadena, California
91101, and its telephone number is (626) 844-9400.
The Fund commenced operations on February 27, 2004, upon the closing of an
initial public offering of 53,350,000 of its common shares. The proceeds of such
offering were approximately $762,638,250 after the payment of organizational and
offering expenses. In connection with the initial public offering of the Fund's
common shares, the underwriters for the common shares were granted an option to
purchase up to an additional 8,002,500 common shares to cover over-allotments.
On March 16, 2004, and April 13, 2004, such underwriters purchased, in each case
at a price of $14.325 per common share, an additional 4,500,000 and 3,225,000
common shares of the Fund, respectively, pursuant to the over-allotment option.
The Fund's common shares are traded on the New York Stock Exchange under the
symbol "WIW."
USE OF PROCEEDS
The net proceeds of the offering of AMPS will be approximately $405,398,053
after payment of the sales load and estimated offering costs (not expected to
exceed $501,947). The Fund will invest the net proceeds of the offering in
accordance with the Fund's investment objectives and policies as stated below.
It is presently anticipated that the Fund will use the net proceeds of the
offering to purchase U.S. TIPS and other investments that meet its investment
objectives and policies and to repay certain currently outstanding reverse
repurchase agreements or other leverage. Pending such use, it is anticipated
that the proceeds will be invested in short-term investment grade securities.
20
CAPITALIZATION
The following table sets forth the unaudited capitalization of the Fund as
of April 16, 2004, and as adjusted to give effect to the issuance of the AMPS
offered hereby (including estimated offering expenses and sales load of
$4,601,947, which will decrease Common Shareholders' paid in capital).
ACTUAL AS ADJUSTED
------ -----------
Series M AMPS, no par value
(no shares issued; 3,440 shares issued,
as adjusted, at $25,000 per share liquidation preference) $ 0 $ 82,000,000
Series T AMPS, no par value
(no shares issued; 3,440 shares issued,
as adjusted, at $25,000 per share liquidation preference) $ 0 $ 82,000,000
Series W AMPS, no par value
(no shares issued; 3,440 shares issued,
as adjusted, at $25,000 per share liquidation preference) $ 0 $ 82,000,000
Series TH AMPS, no par value
(no shares issued; 3,440 shares issued,
as adjusted at $25,000 per share liquidation preference) $ 0 $ 82,000,000
Series F AMPS, no par value
(no shares issued; 3,440 shares issued, as adjusted,
at $25,000 per share liquidation preference) $ 0 $ 82,000,000
Total AMPS $ 0 $ 410,000,000
--------------- ---------------
Common shares, no par value, unlimited shares authorized,
61,081,981 shares issued and outstanding $ 873,167,128 $ 868,565,181
Undistributed net investment income $ 10,453,543 $ 10,453,543
Accumulated net realized gain/(loss) on investment transactions $ 6,947,792 $ 6,947,792
Net unrealized appreciation/(depreciation) on investments $ (30,031,818) $ (30,031,818)
--------------- ---------------
Net assets applicable to common shares $ 860,536,645 $ 855,934,698
Net assets, plus liquidation preferences of AMPS $ 860,536,645 $ 1,265,934,698
=============== ===============
PORTFOLIO COMPOSITION
The following table sets forth certain information with respect to the
composition of the Fund's investment portfolio as of April 16, 2004, based on
the highest rating assigned each investment.
CREDIT RATING VALUE PERCENT
------------- ----- -------
Aaa/AAA $ 1,137,763,084 83.80%
Aa/AA 0 0
A/A 0 0
Baa/BBB 44,865,185 3.30
Ba/BB 89,679,200 6.60
B/B 71,260,748 5.25
Caa/CCC 14,215,200 1.05
Unrated+ 0 0
--------------- ---------------
TOTAL $ 1,357,783,417 100.0%
=============== ===============
----------
+ Refers to securities that have not been rated by Moody's, S&P, Fitch or
another nationally recognized rating agency. See "The Fund's Objectives,
Strategies and Investments--Portfolio Contents and Management Strategies."
U.S. TIPS are unrated, but are backed by the full faith and credit of the
United States Government and are therefore considered by Western Asset to
be comparable to bonds rated Aaa/AAA.
21
THE FUND'S OBJECTIVES, STRATEGIES AND INVESTMENTS
INVESTMENT OBJECTIVES
The Fund's primary investment objective is to provide current income.
Capital appreciation, when consistent with current income, is a secondary
investment objective. No assurance can be given that the Fund will achieve its
investment objectives.
PORTFOLIO CONTENTS AND MANAGEMENT STRATEGIES
GENERAL. Under normal market conditions, the Fund will invest at least 80%
of its total managed assets in U.S. TIPS. U.S. TIPS are fixed income securities
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 (currently
represented by the non-seasonally adjusted CPI-U, calculated with a three-month
lag). The Fund may also invest up to 20% of its total managed assets in other
securities and instruments, including securities and instruments of issuers
located in developing or "emerging market" countries. The Fund will invest
primarily in bonds that, in the opinion of Western Asset, provide current income
and, when consistent with current income, may have the potential for capital
appreciation. When consistent with the Fund's investment objectives, Western
Asset may, but is not required to, use a variety of derivative instruments for
risk management purposes or as part of its investment strategies. See
"--Investments--Derivatives" below.
The Fund anticipates that, immediately after completion of the offering
of AMPS, the AMPS will represent approximately 33% of the Fund's total
managed assets. The Fund entered into reverse repurchase agreements and/or
dollar roll transactions for leveraging purposes as a substitute for all or a
portion of the AMPS offered hereunder during the period prior to their
issuance and will continue to enter into such transactions following the
issuance of the AMPS. At April 16, 2004, the amount of reverse repurchase
agreements outstanding and interest payable thereon was $504,403,021.06. The
precise amount of leverage used by the Fund may vary from time to time, but
the AMPS, together with other forms of leverage (including reverse repurchase
agreements and dollar roll transactions), will not exceed 38% of its total
managed assets. The Fund also currently expects to use short sales, futures
contracts, options, credit default swaps and other investment techniques that
may in certain circumstances be considered leverage. The Fund may (but is not
required to) cover its commitments under these transactions by the
segregation of liquid assets or by entering into offsetting transactions or
owning positions covering its obligations. To the extent these transactions
are so covered, investment in these transactions will not be considered
leverage for purposes of the Fund's policy on the amount of leverage it may
incur. However, such transactions, even if so covered, represent a form of
economic leverage (although they will not be considered "leverage" for
purposes of calculating total managed assets), and thus entail special risks.
See "Risks--General Risks of Investing in the Fund--Leverage Risk." While the
Fund does not currently anticipate borrowing funds from banks or other
financial institutions in order to leverage its portfolio, it may do so in
the future.
Upon Western Asset's recommendation, during temporary defensive periods
(including the period during which the net proceeds of this offering are being
invested) and in order to keep the Fund's cash fully invested, the Fund may
invest up to 100% of its total managed assets in short-term investments,
including, but not limited to, U.S. Government securities, certificates of
deposit, bankers' acceptances, commercial paper and repurchase agreements. Such
periods will not be considered "normal market conditions" for purposes of the
80% test described above. The Fund may not achieve its investment objectives
under these circumstances.
The Fund may borrow money in an amount up to 5% of its total assets as a
temporary measure for extraordinary or emergency purposes, including the payment
of dividends and the settlement of securities transactions that otherwise might
require untimely dispositions of Fund securities. Such borrowings are not
considered leverage for purposes of the Fund's policy on the amount of leverage
it may incur.
22
The Fund cannot change its investment objectives without the approval of
the holders of a "majority of the outstanding" common shares and preferred
shares (including the AMPS), voting together as a single class. In addition, the
holders of a "majority of the outstanding" preferred shares (including the AMPS)
voting separately as a class would have to approve any change in the Fund's
investment objectives. Under the 1940 Act, a "majority of the outstanding"
shares (whether voting together as a single class or voting as a separate class)
means (1) 67% or more of the outstanding shares present at a meeting, if the
holders of more than 50% of the shares are present or represented by proxy, or
(2) more than 50% of the outstanding shares, whichever is less. See "Description
of AMPS--Voting Rights" for additional information with respect to the voting
rights of holders of AMPS.
So long as and to the extent it is required by applicable law, the Fund
will not change its policy to invest, under normal market conditions, at least
80% of its total managed assets in U.S. TIPS unless it provides shareholders
with at least 60 days' written notice of such change.
CREDIT QUALITY. The Fund may invest up to 20% of its total managed assets
in bonds that are below investment grade quality at the time of purchase.
Investment grade quality bonds are bonds rated within a rating agency's four
highest grades (Baa or BBB or higher by Moody's, S&P or Fitch or a similar
rating of another nationally recognized rating agency) or bonds that are unrated
but judged to be of comparable quality by Western Asset. If a bond is rated
differently by two or more nationally recognized rating agencies, Western Asset
may rely on the higher rating if it believes that rating to be more accurate.
The Fund expects that the initial dollar-weighted credit quality of its bond
portfolio will be AA. However, the portfolio's credit quality will vary from
time to time. Changes in economic conditions or other circumstances are more
likely to lead to a weakened capacity for bonds that are graded Baa or BBB (or
that are of comparable quality) or lower to make principal and interest payments
than is the case for higher quality bonds. As described under "Risks--General
Risks of Investing in the Fund--Lower Grade and Unrated Securities Risk," bonds
of below investment grade quality are regarded as having predominantly
speculative characteristics with respect to the issuer's capacity to pay
interest and repay principal and are commonly referred to as "junk bonds." The
Fund may purchase unrated securities (which are not rated by a rating agency) if
Western Asset determines that the securities are of a quality comparable to
rated securities that the Fund may purchase.
The Fund's credit quality policies depend in part on credit ratings
developed by rating agencies such as Moody's, S&P and Fitch. Rating agencies are
private services that provide ratings of the credit quality of debt obligations,
including convertible securities. Ratings assigned by a rating agency are not
absolute standards of credit quality and do not evaluate market risks. Rating
agencies may fail to make timely changes in credit ratings and an issuer's
current financial condition may be better or worse than a rating indicates. The
ratings of a debt security may change over time. Rating agencies monitor and
evaluate the ratings assigned to securities on an ongoing basis. As a result,
rated debt instruments held by the Fund could receive a higher rating (which
would tend to increase their value) or a lower rating (which would tend to
decrease their value) during the period in which they are held. See
"Risks--General Risks of Investing in the Fund--Lower Grade and Unrated
Securities Risk."
The credit quality policies described in this prospectus and the Statement
of Additional Information apply only at the time a security is purchased, and
the Fund is not required to dispose of a security if a rating agency or Western
Asset downgrades its assessment of the credit characteristics of a particular
issue. Therefore, the Fund may hold securities rated below C or comparable
securities that are unrated, which would include securities in default. See
"--Investments--Lower Grade Securities." In determining whether to retain or
sell such a security, Western Asset may consider such factors as its assessment
of the credit quality of the issuer of the security, the price at which the
security could be sold, and the rating, if any, assigned to the security by
other rating agencies. For purposes of the Fund's credit quality policies, the
Fund will consider a bond that has been assigned any rating by a rating agency
within the category Baa/BBB to be rated Baa/BBB grade by such rating agency
(e.g., a bond rated BBB- will be considered to be a bond graded BBB). Appendix A
to the Statement of Additional Information contains a general description of
Moody's, S&P's and Fitch's ratings of debt securities.
23
DURATION. As part of the management of the Fund, Western Asset will manage
the effective duration of the Fund's portfolio. The Fund currently expects that
the average effective duration of its portfolio will range between zero and 15
years, although this target duration may change from time to time. Effective
duration measures the expected sensitivity of market price to changes in
interest rates, taking into account the effects of structural complexities. Each
year of duration represents an expected 1% change in the price of a bond for
every 1% change in interest rates. For example, if a bond has a duration of four
years, its price will fall about 4% when interest rates rise by 1%. Conversely,
the bond's price will rise about 4% when interest rates fall by 1%.
INVESTMENTS
U.S. TIPS. Under normal market conditions, the Fund will invest at least
80% of its total managed assets in U.S. TIPS. U.S. TIPS are fixed income
securities 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
(currently represented by the non-seasonally adjusted CPI-U, calculated with a
three-month lag).
The U.S. Treasury currently issues U.S. TIPS in only ten-year maturities,
although it is possible that U.S. TIPS with other maturities will be issued in
the future. U.S. TIPS have previously been issued with maturities of five, ten
or thirty years. 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. Repayment of the original bond principal upon maturity
(as adjusted for inflation) is guaranteed even during a period of deflation.
However, because the principal amount of U.S. TIPS 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. In addition, the current market
value of the bonds is not guaranteed, and will fluctuate. If the Fund purchases
U.S. TIPS in the secondary market 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 the Fund holds a U.S. TIPS, the Fund may earn less on the security
than on a conventional bond.
Investing in U.S. TIPS involves certain risks. See "Risks--General Risks of
Investing in the Fund--Risks Relating to U.S. TIPS." The Fund may invest in
inflation-protected securities with other structures or characteristics as such
securities become available in the market. It is currently expected that other
types of inflation-protected securities held by the Fund would have
characteristics similar to those described above.
U.S. GOVERNMENT SECURITIES. The Fund intends to invest primarily in U.S.
TIPS, which are a type of U.S. Government security, and may also invest in other
types of U.S. Government securities. U.S. Government securities are obligations
of, or guaranteed by, the U.S. Government, its agencies or government-sponsored
enterprises. U.S. Government securities include a variety of securities that
differ in their interest rates, maturities and dates of issue. Securities issued
or guaranteed by agencies or instrumentalities of the U.S. Government may or may
not be supported by the full faith and credit of the United States Government or
by the right of the issuer to borrow from the U.S. Treasury. U.S. Government
securities are subject to interest rate risk, and, in some cases, may be subject
to credit risk.
LOWER GRADE SECURITIES. The Fund may invest up to 20% of its total managed
assets in bonds that are not, at the time of investment, investment grade
quality. Investment grade bonds are bonds rated within a rating agency's four
highest grades (Baa or BBB or higher by Moody's, S&P or Fitch or a similar
rating of another nationally recognized rating agency) or bonds that are unrated
but judged to be of comparable quality by Western Asset. The lowest rated bonds
in which the Fund may invest are securities rated in the category "C" at the
time of purchase or determined by Western Asset to be of comparable quality.
Securities rated "C" are considered highly speculative and may include
situations where the issuer has filed a bankruptcy petition but debt service
payments are continued. While such debt may have some quality and protective
characteristics, those characteristics are outweighed by large uncertainties or
major risk exposure to adverse conditions. The credit quality policies
24
described in this prospectus and the Statement of Additional Information apply
only at the time a security is purchased, and the Fund is not required to
dispose of a security if a rating agency or Western Asset downgrades its
assessment of the credit characteristics of a particular issue. Therefore, the
Fund may hold securities rated below C or comparable securities that are
unrated, which would include securities in default. As described under
"Risks--Lower Grade and Unrated Securities Risk," bonds of below investment
grade quality are regarded as having predominantly speculative characteristics
with respect to the issuer's capacity to pay interest and repay principal and
are commonly referred to as "junk bonds."
CORPORATE BONDS. The Fund may invest in corporate bonds. The investment
return of corporate bonds reflects interest on the security and changes in the
market value of the security. The market value of a corporate bond generally may
be expected to rise and fall inversely with interest rates, and may also be
affected by the credit rating of the corporation, the corporation's performance,
perceptions of the corporation in the marketplace and general market liquidity.
The value of the intermediate- and longer-term corporate bonds in which the Fund
generally will invest normally fluctuates more in response to changes in
interest rates than does the value of shorter-term corporate bonds. There is a
risk that the issuers of corporate bonds may not be able to meet their
obligations on interest or principal payments at the time called for by a bond.
MORTGAGE-RELATED SECURITIES. The Fund may invest up to 20% of its total
managed assets in mortgage-related securities. Mortgage-related securities are
debt instruments that provide periodic payments consisting of interest and/or
principal that are derived from or related to payments of interest and/or
principal on underlying mortgages. Additional payments on mortgage-related
securities may be made out of unscheduled prepayments of principal resulting
from the sale of the underlying property, refinancing or foreclosure, net of
fees or costs that may be incurred.
The Fund may invest in commercial mortgage-related securities. Commercial
mortgage-related securities represent an interest in, or are secured by,
mortgage loans secured by commercial property, such as industrial and warehouse
properties, office buildings, retail space and shopping malls, multifamily
properties and cooperative apartments, hotels and motels, nursing homes,
hospitals, and senior living centers. These securities may pay fixed or
adjustable rates of interest. The commercial mortgage loans that underlie
commercial mortgage-related securities have certain distinct risk
characteristics. Commercial mortgage loans generally lack standardized terms,
which may complicate their structure. Commercial properties themselves tend to
be unique and difficult to value. Commercial mortgage loans tend to have shorter
maturities than residential mortgage loans, and may not be fully amortizing,
meaning that they may have a significant principal balance, or "balloon"
payment, due on maturity. In addition, commercial properties, particularly
industrial and warehouse properties, are subject to environmental risks and the
burdens and costs of compliance with environmental laws and regulations.
Other mortgage-related securities in which the Fund may invest include
residential mortgage-related securities, mortgage pass through securities,
collateralized mortgage obligations ("CMOs"), mortgage dollar rolls, CMO
residuals, stripped mortgage backed securities ("SMBSs"), interests in real
estate mortgage investment conduits, adjustable rate mortgages, real estate
investment trusts ("REITs"), including debt and preferred stock issued by REITs,
and other securities that directly or indirectly represent a participation in,
or are secured by and payable from, mortgage loans on real property. The
mortgage-related securities in which the Fund may invest include those with
fixed interest rates, those with interest rates that change based on multiples
of changes in a specified index of interest rates, and those with interest rates
that change inversely to changes in interest rates, as well as those that do not
bear interest.
The Fund may also invest in other asset-backed securities that are offered
in the marketplace. Please see "Risks--Mortgage-Related Securities Risk" and the
Statement of Additional Information under "Investment Objectives and
Policies--Mortgage-Related and Other Asset-Backed Securities" for a more
detailed description of the types of mortgage-related and other asset-backed
securities in which the Fund may invest and their related risks.
25
REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL TRANSACTIONS. A reverse
repurchase agreement is a portfolio management technique in which the Fund
temporarily transfers possession of a portfolio instrument to another person,
such as a financial institution or broker-dealer, in return for cash, which the
Fund then uses to purchase additional investments. At the same time, the Fund
agrees to repurchase the instrument at an agreed upon time (normally within
seven days) and price, including an interest payment. While engaging in reverse
repurchase agreements, the Fund may maintain cash or securities in a segregated
account or may otherwise enter into positions that would cover such obligations.
To the extent assets are segregated or the Fund's obligation is otherwise
"covered," these instruments will not be considered leverage for purposes of the
1940 Act, and thus will not be subject to the 300% asset coverage test described
under "Description of Capital Structure." However, the Fund considers such
instruments to be leverage for purposes of its policy on the amount of leverage
it may incur. The Fund has engaged in reverse repurchase agreements and dollar
roll transactions during the period prior to the issuance of the AMPS, as a
substitute form of leverage for all or a portion of the AMPS, and intends to
continue to do so following the issuance of AMPS to the extent described under
"--Portfolio Contents and Management Strategies--General" above. Reverse
repurchase agreements may expose the Fund to greater fluctuations in the value
of its assets and render the segregated assets unavailable for sale or other
disposition.
The Fund may also enter into dollar roll transactions in which the Fund
sells a fixed income security for delivery in the current month and
simultaneously contracts to purchase substantially similar (same type, coupon
and maturity) securities at an agreed upon future time. By engaging in a dollar
roll transaction the Fund forgoes principal and interest paid on the security
that is sold, but receives the difference between the current sales price and
the forward price for the future purchase. The Fund would also be able to earn
interest on the income that is received from the initial sale.
The obligation to purchase securities on a specified future date involves
the risk that the market value of the securities that the Fund is obligated to
purchase may decline below the purchase price. In addition, in the event the
other party to the transaction files for bankruptcy, becomes insolvent or
defaults on its obligation, the Fund may be adversely affected. In addition, the
interest costs associated with reverse repurchase agreements and dollar roll
transactions will reduce the Fund's net asset value and could, in some
circumstances, leave the Fund worse off than if it had not used such
instruments. For purposes of calculating the Fund's total managed assets, any
liability associated with reverse repurchase agreements or dollar roll
transactions will not be taken into account.
SHORT SALES. A short sale is a transaction in which the Fund sells an
instrument that it does not own in anticipation that the market price will
decline. The Fund may use short sales for investment and risk management
purposes. When the Fund engages in a short sale, it must borrow the security
sold short and deliver it to the counterparty. The Fund may have to pay a fee to
borrow particular securities and would often be obligated to pay over any
payments received on such borrowed securities. The Fund's obligation to replace
the borrowed security will be secured by collateral deposited with the lender,
which is usually a broker-dealer, and/or with the Fund's custodian. The Fund may
not receive any payments (including interest) on its collateral. Short sales
expose the Fund to the risk that it will be required to cover its short position
at a time when the securities have appreciated in value, thus resulting in a
loss to the Fund. Although it does not currently expect to do so under normal
market conditions, the Fund may engage in so-called "naked" short sales where it
does not own or have the immediate right to acquire the security sold short at
no additional cost, in which case the Fund's losses could be unlimited.
CREDIT DEFAULT SWAPS. The Fund may enter into credit default swap contracts
for investment purposes and to leverage its portfolio. As the seller in a credit
default swap contract, the 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 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 had occurred. These payments are based on the difference between an
interest rate applicable to the relevant issuer and a benchmark interest rate
for a given maturity. If no default occurred, the Fund would keep the stream of
payments and would have no payment obligations. As the seller, the Fund would
effectively add leverage to its portfolio because, in
26
addition to its total managed assets, the Fund would be subject to investment
exposure on the notional amount of the swap.
For hedging purposes, the Fund may also purchase credit default swaps, in
which case it would make periodic payments to the counterparty in exchange for
the right to receive the notional value of the underlying debt obligation in the
event of a default. The Fund may (but is not required to) cover any accrued but
unpaid net amounts owed to a swap counterparty through the segregation of liquid
assets. To the extent assets are segregated, these transactions will not be
considered leverage for purposes of the Fund's policy on the amount of leverage
it may incur.
LOANS OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
in order to earn income. The Fund will receive collateral in cash or high
quality securities at least equal to the current value of the loaned securities.
The Fund earns interest on the securities it lends and income when it invests
the collateral for the loaned securities. These loans will be limited to 33 1/3%
of the value of the Fund's total assets.
DERIVATIVES. The Fund may, but is not required to, use a variety of
derivative instruments for risk management purposes or as part of its investment
strategies. Generally, derivatives are financial contracts whose value depends
upon, or is derived from, the value of an underlying asset, reference rate or
index, and often may relate to individual debt instruments, interest rates,
commodities and related indexes. Examples of derivative instruments that the
Fund may use include options contracts, futures contracts, options on futures
contracts, warrants and swaps. The Fund's use of derivative instruments involves
risks different from, or possibly greater than, the risks associated with
investment directly in securities and other more traditional investments. See
"Risks--General Risks of Investing in the Fund--Derivatives Risk."
WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT TRANSACTIONS. The Fund
may buy and sell bonds on a when-issued, delayed delivery or forward commitment
basis, with settlement occurring at a later date, normally within 45 days of the
trade date. These transactions involve risk because no interest accrues on the
bonds prior to settlement and because the value of the bonds at time of delivery
may be less (or more, in the case of a sale by the Fund) than cost (or the
agreed upon price). When such transactions are outstanding, the Fund may
segregate until the settlement date assets determined to be liquid by Western
Asset in an amount sufficient to meet its obligations. To the extent assets are
segregated, these transactions will not be considered leverage for purposes of
the Fund's policy on the amount of leverage it may incur.
PREFERRED STOCK. The 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 issuer's 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 issuer's creditworthiness than are the prices of debt
securities. Holders of preferred stock may also suffer a loss of value if
dividends are not paid. Under ordinary circumstances, preferred stock does not
carry voting rights.
STRUCTURED NOTES AND RELATED INSTRUMENTS. The Fund may invest in
"structured" notes and other related instruments, which are privately negotiated
debt obligations the principal and/or interest of which is determined by
reference to the performance of a benchmark asset or market (an "embedded
index"), such as selected securities or an index of securities, or the
differential performance of two assets or markets, such as indices reflecting
bonds. Structured instruments may be issued by corporations and banks as well as
by governmental agencies. Structured instruments frequently are assembled in the
form of medium-term notes, but a variety of forms are 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 structured 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
27
changes in the embedded index on principal and/or interest payments. Western
Asset may utilize structured instruments for investment purposes and also for
risk management purposes, such as to reduce the duration and interest rate
sensitivity of the Fund's portfolio.
While structured instruments may offer the potential for a favorable rate
of return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. In some cases, depending on the
terms of the embedded index, a structured instrument may provide that the
principal and/or interest payments may be adjusted below zero. Structured
investments may also involve significant credit risk and risk of default by the
counterparty. Although structured instruments are not necessarily illiquid,
Western Asset believes that most structured instruments are illiquid. The Fund
may invest up to 20% of its total managed assets in illiquid securities. Like
other sophisticated strategies, the Fund's use of structured instruments may not
work as intended. If the value of the embedded index changes in a manner other
than that expected by Western Asset, principal and/or interest payments received
on the structured instrument may be substantially less than expected. In
addition, if Western Asset uses structured instruments to reduce the duration of
the Fund's portfolio, this may limit the Fund's return when having a longer
duration would be beneficial (for instance, when interest rates decline).
OTHER INVESTMENT COMPANIES. The Fund may invest in securities of other
closed-end or open-end investment companies that invest primarily in bonds or
other securities and instruments of the types in which the Fund may invest
directly. The Fund may invest in other investment companies during periods when
it has large amounts of uninvested cash, such as the period shortly after the
Fund receives the proceeds of the offering of the AMPS, during periods when
there is a shortage of attractive bonds available in the market, or when Western
Asset believes share prices of other investment companies offer attractive
values. The Fund may invest in investment companies that are advised by the
Investment Advisor, Western Asset or their respective affiliates to the extent
permitted by applicable law and/or pursuant to exemptive relief from the
Securities and Exchange Commission. As a stockholder in an investment company,
the Fund will bear its ratable share of that investment company's expenses, and
would remain subject to payment of the Fund's management fees and other expenses
with respect to assets so invested. Common Shareholders would therefore be
subject to duplicative expenses to the extent the Fund invests in other
investment companies. Western Asset will take expenses into account when
evaluating the investment merits of an investment in an investment company
relative to available bond investments. In addition, the securities of other
investment companies may also be leveraged and will therefore be subject to the
same leverage risks described herein. As described in the section entitled
"Risks--General Risks of Investing in the Fund--Leverage Risk," the net asset
value and market value of leveraged shares will be more volatile and the yield
to shareholders will tend to fluctuate more than the yield generated by
unleveraged shares. Other investment companies may have investment policies that
differ from those of the Fund. In addition, to the extent the Fund invests in
other investment companies, the Fund will be dependent upon the investment and
research abilities of persons other than Western Asset. For purposes of the
Fund's investment policies, an investment in such investment companies will be
(1) treated as an investment in U.S. TIPS (to the extent the underlying
investment company invests under normal market conditions at least 80% of its
total assets in U.S. TIPS) and (2) assigned a credit rating deemed appropriate
by Western Asset.
NEW SECURITIES AND OTHER INVESTMENT TECHNIQUES. New types of securities and
other investment and hedging practices are developed from time to time. Western
Asset expects, consistent with the Fund's investment objectives and policies, to
invest in such new types of securities and to engage in such new types of
investment practices if Western Asset believes that these investments and
investment techniques may assist the Fund in achieving its investment
objectives. In addition, Western Asset may use investment techniques and
instruments that are not specifically described herein.
28
RISKS
RISKS OF INVESTING IN THE AMPS
INTEREST RATE RISK. The AMPS pay dividends based on shorter-term interest
rates. The Fund invests assets attributable to the AMPS principally in
intermediate- and longer-term bonds, the interest rates on which are typically,
although not always, higher than shorter-term interest rates. Both shorter-term
and intermediate- to longer-term interest rates may fluctuate. If shorter-term
interest rates rise, dividend rates on the AMPS may rise so that the amount of
dividends to be paid to holders of AMPS exceeds the income from the
intermediate- and longer-term bonds and other investments purchased by the Fund
with assets attributable to the AMPS. Because income from the Fund's entire
investment portfolio (not just the portion of the portfolio purchased with
assets attributable to the AMPS) is available to pay dividends on the AMPS,
however, dividend rates on the AMPS would need to exceed the Fund's net
portfolio income by a wide margin before the Fund's ability to pay dividends on
the AMPS would be jeopardized. If intermediate- to longer-term interest rates
rise, this could negatively impact the value of the Fund's investment portfolio,
reducing the amount of assets serving as asset coverage for the AMPS.
AUCTION RISK. You may not be able to sell your AMPS at an auction if the
auction fails, i.e., if there are more AMPS offered for sale than there are
buyers for those shares. Also, if you place a bid order (an order to retain
AMPS) at an auction only at a specified rate, and that rate exceeds the rate set
at the auction, your order will be deemed an irrevocable offer to sell your
AMPS, and you will not retain your AMPS. Additionally, if you buy shares or
elect to retain AMPS without specifying a rate below which you would not wish to
buy or continue to hold those shares, and the auction sets a below-market rate,
you may receive a lower rate of return on your shares than the market rate for
similar investments. Finally, the dividend period and rate period for the AMPS
may be changed by the Fund, subject to certain conditions and with notice to the
holders of the AMPS, which could also affect the liquidity of your investment.
See "Description of AMPS" and "The Auction."
SECONDARY MARKET RISK. If you try to sell your AMPS between auctions, you
may not be able to sell any or all of your shares, or you may not be able to
sell them for $25,000 per share or $25,000 per share plus accumulated dividends.
Changes in interest rates could affect the price you would receive if you sold
your shares in the secondary market, particularly if the Fund has designated a
special rate period (a rate period of more than seven days in the case of Series
M AMPS, Series W AMPS and Series F AMPS, or other than 28 days in the case of
Series T AMPS and Series TH AMPS). Broker-dealers that maintain a secondary
trading market (if any) for the AMPS are not required to maintain this market,
and the Fund is not required to redeem shares if either an auction or an
attempted secondary market sale fails because of a lack of buyers. The AMPS are
not registered on a stock exchange or the National Association of Securities
Dealers Automated Quotations, Inc. ("NASDAQ") stock market. If you sell your
AMPS to a broker-dealer between auctions, you may receive less than the price
you paid for them, especially when market interest rates have risen since the
last auction or during a special rate period.
RATINGS AND ASSET COVERAGE RISK. While it is a condition to the closing of
the offering that Moody's assigns a rating of "Aaa" and Fitch assigns a rating
of "AAA" to the AMPS, these ratings do not eliminate or necessarily mitigate the
risks of investing in AMPS. In addition, Moody's, Fitch or another rating agency
then rating the AMPS could downgrade the AMPS, which may make your shares less
liquid at an auction or in the secondary market. If a rating agency downgrades
the AMPS, the Fund may (but is not required to) alter its portfolio in an effort
to improve the rating, although there is no assurance that it will be able to do
so to the extent necessary to restore the prior rating. See "--General Risks of
Investing in the Fund--Turnover Risk." In addition, the Fund may be forced to
redeem your AMPS to meet regulatory or rating agency requirements. The Fund may
also voluntarily redeem AMPS under certain circumstances. See "Description of
AMPS--Redemption." The asset coverage requirements imposed by a rating agency
may limit the Fund's ability to invest in certain securities or utilize certain
investment techniques that Western Asset might otherwise consider desirable. See
"Description of
29
AMPS--Rating Agency Guidelines and Asset Coverage" for a description of the
rating agency guidelines with which the Fund must currently comply.
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. Restrictions imposed on
the declaration and payment of dividends or other distributions to the holders
of the Fund's common shares and AMPS, both by the 1940 Act and by requirements
imposed by rating agencies, might impair the Fund's ability to maintain its
qualification as a regulated investment company for federal income tax purposes.
While the Fund intends to redeem AMPS to enable the Fund to distribute its
income as required to maintain its qualification as a regulated investment
company under the Code, there can be no assurance that such redemptions can be
effected in time to meet the requirements of the Code. See "Tax Matters."
GENERAL RISKS OF INVESTING IN THE FUND
LIMITED OPERATING HISTORY. The Fund is a recently organized, diversified,
closed-end management investment company that has been in operation for less
than three months.
INVESTMENT RISK. An investment in the Fund is subject to investment risk,
including the possible loss of the entire amount that you invest.
INTEREST RATE RISK. Interest rate risk is the risk that bonds (and the
Fund's total managed assets) will change in value because of changes in interest
rates. This is true of all bonds, including U.S. TIPS. Generally, bonds will
decrease in value when interest rates rise and increase in value when interest
rates decline. This means that the net asset value of the Fund will fluctuate
with interest rate changes and the corresponding changes in the value of the
Fund's bond holdings. Because market interest rates are currently near their
lowest levels in many years, there is a greater risk that the Fund's portfolio
will decline in value. The value of the intermediate- and longer-term bonds in
which the Fund generally will invest normally fluctuates more in response to
changes in interest rates than does the value of shorter-term bonds. Because the
Fund will invest primarily in intermediate-to-longer-term bonds, the Fund's net
asset value will fluctuate more in response to changes in market interest rates
than if the Fund invested primarily in shorter-term bonds. The Fund's use of
leverage will increase interest rate risk. See "--Leverage Risk."
The Fund may utilize certain strategies, including swaps, futures
contracts, options on futures and options based on U.S. Treasury securities, for
the purpose of reducing the interest rate sensitivity of the portfolio, although
there is no assurance that it will do so or that such strategies will be
successful. See "How the Fund Manages Risk--Hedging and Related Strategies."
RISKS RELATING TO U.S. TIPS. The value of inflation-protected securities
such as U.S. TIPS generally fluctuates in response to changes in real interest
rates, which are in turn 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 might decline, leading to an
increase in value of U.S. TIPS. In contrast, if nominal interest rates increased
at a faster rate than inflation, real interest rates might rise, leading to a
decrease in value of U.S. TIPS. Although the principal value of U.S. TIPS
declines in periods of deflation, holders at maturity receive no less than the
par value of the bond. However, if the Fund purchases U.S. TIPS in the secondary
market 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 the Fund holds
a U.S. TIPS, the Fund may earn less on the security than on a conventional bond.
Any increase in principal value caused by an increase in the CPI-U
(described below) 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,
the 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 Code. See "Tax
Matters."
30
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 U.S. TIPS in the Fund's portfolio will decline. Moreover, because
the principal amount of U.S. TIPS 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.
The daily adjustment of the principal value of U.S. TIPS is currently tied
to the non-seasonally adjusted CPI-U, which the U.S. Bureau of Labor Statistics
calculates monthly. The CPI-U is a measurement of changes in the cost of living,
made up of components such as housing, food, transportation and energy. There
can be no assurance that such index will accurately measure the real rate of
inflation in the prices of goods and services. In addition, calculation of the
CPI-U includes a three-month lag for purposes of determining the principal value
of U.S. TIPS which, consequently, could have a negative impact on the value of
U.S. TIPS under certain market conditions.
The U.S. Treasury only began issuing inflation-protected securities in
1997, and, as a result, the market for such securities may be less developed or
liquid, and more volatile, than certain other securities markets. The U.S.
Treasury currently issues U.S. TIPS in only ten-year maturities, although U.S.
TIPS with different maturities have been issued in the past and may be issued in
the future.
CREDIT RISK. Credit risk is the risk that the Fund could lose money if the
issuer of a debt obligation, or the counterparty to a derivatives contract,
reverse repurchase agreement, loan of portfolio securities or similar
transaction, is unable or unwilling to make timely principal and/or interest
payments, or otherwise to honor its obligations. In addition, a bond held by the
Fund could decline in price because the issuer of the bond experiences or is
perceived to experience a decline in its financial status.
Not all U.S. Government securities are backed by the full faith and credit
of the United States Government. Some securities, such as securities issued by
Freddie Mac, are backed only by the credit of the issuing agency or
instrumentality. Accordingly, credit risk exists with respect to these
securities. U.S. TIPS are backed by the full faith and credit of the United
States Government.
LOWER GRADE AND UNRATED SECURITIES RISK. The Fund may invest up to 20% of
its total managed assets in bonds that are below investment grade quality at the
time of purchase. Holding lower grade securities involves special risks in
addition to the risks associated with investments in investment grade debt
obligations. While offering a greater potential opportunity for capital
appreciation and higher yields, lower grade securities typically entail greater
potential price volatility and may be less liquid than higher-rated securities.
Lower grade securities are regarded as having predominantly speculative
characteristics with respect to the issuer's capacity to pay interest and repay
principal and are commonly referred to as "junk bonds." These securities may
also be more susceptible to real or perceived adverse economic and competitive
industry conditions than higher-rated securities. Debt securities in the lowest
investment grade category may also be considered to possess some speculative
characteristics.
The market values of lower grade securities tend to reflect individual
developments of the issuer to a greater extent than do higher-quality
securities, which tend to react mainly to fluctuations in the general level of
interest rates. Certain emerging market governments that issue lower grade
securities are among the largest debtors to commercial banks, governments and
supra-national organizations such as the World Bank, and may not be able or
willing to make principal and/or interest payments as they come due.
Unrated securities may be less liquid than comparable rated securities and
involve the risk that Western Asset may not accurately evaluate the security's
comparative credit rating. Analysis of the creditworthiness of issuers of lower
grade securities may be more complex than for issuers of higher-quality debt
obligations. To the extent that the Fund holds lower grade and/or unrated
securities, the Fund's success in achieving its investment objectives
31
may depend more heavily on Western Asset's credit analysis than if the Fund held
exclusively higher-quality and rated securities.
LEVERAGE RISK. The Fund utilizes leverage on an ongoing basis for
investment purposes. Leverage risk includes the risk associated with the
issuance of the AMPS. The Fund intends to use other instruments that may be
considered leverage under certain circumstances, including reverse repurchase
agreements, credit default swaps, dollar rolls and other investment techniques,
each of which (to the extent that it is considered leverage) will amplify the
effects of leverage on the Fund's portfolio. Counterparties to these instruments
may have a claim to the Fund's assets that is prior to the claim of the holders
of the AMPS. The Fund may (but is not required to) cover its commitments under
these instruments by the segregation of liquid assets, equal in value to the
amount of the Fund's commitments, or by entering into offsetting transactions or
owning positions covering its obligations, or by a combination of these
approaches. To the extent these instruments are so covered, (1) they will not be
considered "senior securities" under the 1940 Act and therefore will not be
subject to the 300% asset coverage requirement otherwise applicable to
borrowings by the Fund (see "Description of Capital Structure") and (2)
investment in these instruments (other than reverse repurchase agreements and
dollar roll transactions) will not be considered "leverage" by the Fund for
purposes of the Fund's policy on the amount of leverage it may incur. Although
the Fund does not currently intend to borrow from banks or other financial
institutions or issue commercial paper in order to leverage its portfolio, it
may do so in the future. Bank borrowings and outstanding commercial paper, to
the extent used, would add additional leverage to the Fund's portfolio.
If the dividend rates on the AMPS and the interest rates on other forms of
leverage exceed the net rate of return on the Fund's portfolio, the use of
leverage will result in a lower net asset value than if the Fund were not
leveraged, and the Fund's ability to pay dividends and meet its asset coverage
requirements on the AMPS will be reduced. Because the intermediate- to
longer-term bonds included in the Fund's portfolio will typically pay fixed
rates of interest while the dividend rate on the AMPS and interest rates on
other forms of leverage will be adjusted periodically, this could occur even
when both long-term and short-term interest rates rise. Similarly, any decline
in the net asset value of the Fund's investments could result in the Fund being
in danger of failing to meet its asset coverage requirements or of losing its
expected "Aaa" and "AAA" ratings on the AMPS. In an extreme case, the Fund's
current investment income might not be sufficient to meet the dividend
requirements on the AMPS. In order to counteract such an event, the Fund might
need to liquidate investments in order to fund a redemption of some or all of
the AMPS. There is no assurance that the Fund's leveraging strategy will be
successful.
While the Fund may from time to time consider reducing leverage in response
to actual or anticipated changes in interest rates in an effort to mitigate the
increased volatility of current income and net asset value associated with
leverage, there can be no assurance that the Fund will actually reduce leverage
in the future or that any reduction, if undertaken, will be effective. Changes
in the future direction of interest rates are very difficult to predict
accurately. If the Fund were to reduce leverage based on a prediction about
future changes to interest rates, and that prediction turned out to be
incorrect, the reduction in leverage would likely operate to reduce the Fund's
net asset value relative to the circumstance where the Fund had not reduced
leverage. The Fund may decide that this risk outweighs the likelihood of
achieving the desired reduction to volatility in income and common share price
if the prediction were to turn out to be correct, and determine not to reduce
leverage as described above.
The Fund may invest in the securities of other investment companies. Such
securities may also be leveraged and will therefore be subject to the leverage
risks described above. Such additional leverage may in certain market conditions
serve to reduce the net asset value of the Fund or reduce asset coverage on the
AMPS.
The Fund may also invest in derivative instruments, which may amplify the
effects of leverage and may adversely affect the Fund's net asset value per
share and reduce asset coverage on the AMPS. See "--Derivatives Risk"
32
and the Statement of Additional Information under "Investment Objectives and
Policies--Derivative Instruments."
Because the fees received by the Investment Advisor and Western Asset are
based on the average weekly assets of the Fund (including assets represented by
AMPS and other leverage), the Investment Advisor and Western Asset have a
financial incentive for the Fund to issue AMPS and incur other leverage.
ISSUER RISK. The value of a corporate debt instrument may decline for a
number of reasons that directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer's goods and
services.
SMALLER COMPANY RISK. The general risks associated with corporate debt
obligations are particularly pronounced for securities issued by companies with
smaller market capitalizations. These companies may have limited product lines,
markets or financial resources or may depend on a few key employees. As a
result, they may be subject to greater levels of credit, interest rate and
issuer risk. Securities of smaller companies may trade less frequently and in
less volume than more widely held securities, and their values may fluctuate
more sharply than the values of other securities. Companies with medium-sized
market capitalizations may have risks similar to those of smaller companies.
COUNTRY RISK. Investments in securities of non-U.S. issuers (including
those denominated in U.S. dollars) involve certain risks not typically
associated with investments in domestic issuers. The values of these securities
are subject to economic and political developments in the countries and regions
where the companies operate or are domiciled, or where the securities are
traded, such as changes in economic or monetary policies, and to changes in
exchange rates. Values may also be affected by restrictions on receiving the
investment proceeds from a country other than the United States.
In general, less information is publicly available about these companies
than about U.S. companies. These companies are generally not subject to the same
accounting, auditing and financial reporting standards as are U.S. companies.
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
the issuing government. 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 such government in that country's courts. Some countries and governments
have defaulted on principal and interest payments.
In addition, the Fund's investments in non-U.S. securities may be subject
to the risk of nationalization or expropriation of assets, confiscatory
taxation, political or financial instability and adverse diplomatic
developments. Dividends or interest on, or proceeds from the sale of, these
securities may be subject to withholding taxes, and special U.S. tax
considerations may apply.
In addition to brokerage commissions, custodial services and other costs
relating to investment in non-U.S. countries are generally more expensive than
in the United States. Such markets have at times been unable to keep pace with
the volume of securities transactions, making it difficult to conduct such
transactions. The inability of the Fund to make intended securities purchases
due to settlement problems could cause the Fund to miss attractive investment
opportunities. An inability to dispose of a security due to settlement problems
could result in losses to the Fund due to subsequent declines in the value of
the security.
EMERGING MARKETS RISK. Investment in securities of issuers based in
developing or "emerging market" countries entails all of the risks of investing
in securities of non-U.S. issuers outlined above, but to a heightened degree.
These types of investments can include "Brady Bonds" (bonds issued as a result
of a debt restructuring plan), Eurobonds, domestic and international bonds
issued under the laws of a developing country, emerging
33
market loans, and other debt instruments. Emerging market countries typically
have economic and political systems that are less fully developed, and can be
expected to be less stable than those of more developed countries. For example,
the economies of such countries can be subject to rapid and unpredictable rates
of inflation or deflation. Low trading volumes may result in a lack of liquidity
and in price volatility. Emerging market countries may have policies that
restrict investment by foreigners, or that prevent foreign investors from
withdrawing their money at will. Because the Fund may invest up to 20% of its
total managed assets in securities or instruments of emerging market issuers,
investors should be able to tolerate sudden and sometimes substantial
fluctuations in the value of their investments in the Fund.
MORTGAGE-RELATED SECURITIES RISK. Mortgage-related securities represent an
interest in a pool of mortgages. When market interest rates decline, many
mortgages are refinanced, and mortgage-related securities are paid off earlier
than expected. Prepayments may also occur on a scheduled basis or due to
foreclosure. The effect on the Fund's return is similar to that discussed below
for prepayment risk.
When market interest rates increase, the market values of mortgage-related
securities decline. At the same time, however, mortgage refinancings and
prepayments slow, which lengthens the effective maturities of these securities.
As a result, the negative effect of the rate increase on the market value of
mortgage-related securities is usually more pronounced than it is for other
types of fixed income securities, potentially increasing the volatility of the
Fund's portfolio. Prepayments may cause losses on securities purchased at a
premium. At times, some of the mortgage-related securities in which the Fund may
invest will have higher than market interest rates and therefore will be
purchased at a premium above their par value. Unscheduled prepayments, which
will be made at par, will cause the Fund to experience a loss equal to any
unamortized premium.
SMBSs are created by separating bonds into their principal and interest
components and selling each piece separately (commonly referred to as IOs and
POs). The yield to maturity on an IO or PO class of stripped mortgage-backed
securities is extremely sensitive not only to changes in prevailing interest
rates but also to the rate of principal payments (including prepayments) on the
underlying assets. A rapid rate of principal prepayments may have a measurably
adverse effect on the Fund's yield to maturity to the extent it invests in IOs.
If the assets underlying the IOs experience greater than anticipated prepayments
of principal, the Fund may fail to recoup fully its initial investment in these
securities. Conversely, POs tend to increase in value if prepayments are greater
than anticipated and decline if prepayments are slower than anticipated. The
secondary market for stripped securities may be more volatile and less liquid
than that for other securities, potentially limiting the Fund's ability to buy
or sell those securities at any particular time.
Mortgage-related securities are sold in different classes that have
different levels of risk. The Fund may invest in junior classes of
mortgage-related securities that may have a rating below investment grade and
therefore are riskier investments than higher rated securities. See "--Lower
Grade and Unrated Securities Risk." The Fund's investments in other asset-backed
securities are subject to risks similar to those associated with
mortgage-related securities.
PREPAYMENT RISK. Many fixed income securities, especially those issued at
high interest rates, provide that the issuer may repay them early. Issuers often
exercise this right when interest rates decline. Accordingly, holders of
securities that may be called or prepaid may not benefit fully from the increase
in value that other fixed income securities experience when rates decline.
Furthermore, the Fund reinvests the proceeds of the payoff at current yields,
which are lower than those paid by the security that was paid off. Prepayments
may cause losses on securities purchased at a premium, and unscheduled
prepayments, which will be made at par, will cause the Fund to experience a loss
equal to any unamortized premium.
REINVESTMENT RISK. Reinvestment risk is the risk that income from the
Fund's portfolio will decline if and when the Fund reinvests the proceeds from
matured, traded or called bonds at market interest rates that are below the
portfolio's current earnings rate. A decline in income could affect the Fund's
net asset value or reduce asset coverage on the AMPS.
34
DERIVATIVES RISK. The Fund may engage in a variety of transactions using
"derivatives," such as futures, options, warrants and swaps. Derivatives are
financial instruments whose value depends upon, or is derived from, the value of
something else, such as one or more underlying investments or indexes.
Derivatives may be traded on organized exchanges, or in individually negotiated
transactions with other parties (these are known as "over-the-counter"). The
Fund may use derivatives both for hedging and non-hedging purposes, including
for purposes of enhancing returns. Although Western Asset has the flexibility to
make use of derivatives, it may choose not to for a variety of reasons, even
under very volatile market conditions.
Derivatives involve special risks and costs and may result in losses to the
Fund. The successful use of derivatives transactions requires sophisticated
management, and the Fund will depend on Western Asset's ability to analyze and
manage derivatives transactions. Derivatives transactions also involve the risk
of mispricing or improper valuation, the risk of ambiguous documentation and the
risk that changes in the value of a derivative may not correlate perfectly with
an underlying asset, interest rate or index. The prices of derivatives may move
in unexpected ways, especially in abnormal market conditions. Some derivatives
are "leveraged" and therefore may magnify or otherwise increase investment
losses to the Fund. See "--Leverage Risk." The Fund's use of derivatives may
also increase the amount of taxes payable by shareholders. As a result, the
Fund's use of derivatives (whether used for hedging purposes or otherwise) may
result in a lower return than if it had not used derivatives.
Other risks arise from the potential inability to terminate or sell
derivatives positions. A liquid secondary market may not always exist for the
Fund's derivatives positions. In fact, many over-the-counter instruments will
not be liquid. Derivatives instruments may be subject to wide fluctuations in
market value, and the Fund may be subject to significant delays in disposing of
them. Accordingly, the Fund may be forced to close derivatives positions at less
than fair market value or may not be able to close them when Western Asset
believes it is desirable to do so.
The Fund will be subject to credit risk with respect to the counterparties
to the derivative contracts purchased by the Fund. If a counterparty becomes
bankrupt or otherwise fails to perform its obligations under a derivatives
contract, the Fund may experience significant delays in obtaining any recovery
under the derivatives contract in bankruptcy or other reorganization
proceedings. The Fund may obtain only a limited recovery or may obtain no
recovery in such circumstances. The value of the derivatives in the Fund's
portfolio will not exceed 20% of the Fund's total managed assets.
INFLATION/DEFLATION RISK. Inflation risk is the risk that the Fund's assets
or income from the Fund's investments may be worth less in the future as
inflation decreases the purchasing power and, consequently, the value of money.
As inflation increases, the real value of the AMPS and distributions can
decline. However, during periods of rising inflation, dividend rates on the AMPS
would likely increase, which would tend to offset this risk. Inflation risk is
expected to be greater with respect to the Fund's investments in securities or
instruments other than U.S. TIPS. Deflation risk is the risk that prices
throughout the economy may decline over time--the opposite of inflation.
Deflation may have an adverse effect on the creditworthiness of issuers and may
make issuer default more likely, which may result in a decline in the value of
the Fund's portfolio. Because the principal amounts of U.S. TIPS would be
adjusted downward during a period of deflation, the Fund will be subject to
deflation risk with respect to its investment in such securities.
TURNOVER RISK. The length of time the Fund has held a particular security
is not generally a consideration in investment decisions. A change in the
securities held by the Fund is known as "portfolio turnover." As a result of the
Fund's investment policies, under certain market conditions the Fund's turnover
rate may be higher than that of other investment companies. Portfolio turnover
generally involves some expense to the Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities. These transactions may result in realization
of taxable capital gains. Higher portfolio turnover rates, such as those above
100%, are likely to result in higher brokerage commissions or other transaction
costs and could give rise to a greater amount of taxable capital gains.
35
MANAGEMENT RISK. The Fund is subject to management risk because it is an
actively managed investment portfolio. Western Asset will apply investment
techniques and risk analyses in making investment decisions for the Fund, but
there can be no guarantee that these will produce the desired results. Also, the
Investment Advisor is newly organized and does not have significant previous
experience as an investment advisor to an investment company, although an
affiliate of the Investment Advisor acts as servicing agent to various
investment companies.
MARKET DISRUPTION AND GEOPOLITICAL RISKS. The aftermath of the war with
Iraq and the continuing occupation of the country by coalition forces are likely
to have a substantial impact on the U.S. and world economies and securities
markets. The duration and nature of the occupation and the potential costs of
rebuilding the Iraqi infrastructure and political systems cannot be predicted
with any certainty. Terrorist attacks on the World Trade Center and the Pentagon
on September 11, 2001 closed some of the U.S. securities markets for a four-day
period, and the occurrence of similar events cannot be ruled out. The war and
occupation, terrorism and related geopolitical risks have led, and may in the
future lead, to increased short-term market volatility and may have adverse
long-term effects on U.S. and world economies and markets generally. Those
events could also have an acute effect on individual issuers or related groups
of issuers. These risks could also adversely affect individual issuers and
securities markets, interest rates, auctions, secondary trading, ratings, credit
risk, inflation, deflation and other factors relating to the AMPS.
CERTAIN AFFILIATIONS. Certain broker-dealers may be considered to be
affiliated persons of the Fund, the Investment Advisor and/or Western Asset.
Absent an exemption from the Securities and Exchange Commission or other
regulatory relief, the Fund is generally precluded from effecting certain
principal transactions with affiliated brokers, and its ability to purchase
securities being underwritten by an affiliated broker or a syndicate including
an affiliated broker or to utilize affiliated brokers for agency transactions is
subject to regulatory and other restrictions. This could limit the Fund's
ability to engage in securities transactions and take advantage of market
opportunities.
HOW THE FUND MANAGES RISK
INVESTMENT LIMITATIONS
The Fund has adopted certain investment limitations designed to limit
investment risk and maintain portfolio diversification. Certain of these
limitations (two of which are listed below) are fundamental and may not be
changed without the approval of the holders of a majority (as defined in the
1940 Act) of the outstanding common shares and any preferred shares (including
the AMPS) voting together as a single class, and the approval of the holders of
a majority (as defined in the 1940 Act) of the outstanding preferred shares
(including the AMPS) voting as a separate class. Only those limitations
expressly designated as such are fundamental investment limitations. All other
polices or restrictions may be changed without shareholder approval.
The Fund may not invest 25% or more of its total assets, except as noted
below, in a particular industry or group of industries.
As a diversified investment company under the 1940 Act, the Fund currently
may not, with respect to 75% of the Fund's total assets, purchase the securities
of any issuer, except securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other investment
companies, if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer.
As described in the Statement of Additional Information, the Fund's
industry concentration policy described above does not preclude it from
investing 25% or more of its total assets in issuers in a group of industries
(such as different types of technology issuers) under certain circumstances.
Securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities will not be considered to represent an industry. In addition,
as described in the Statement of Additional Information, the Fund may invest 25%
or more of its total assets in
36
certificates of deposit or bankers' acceptances issued by domestic branches of
U.S. or foreign banks under certain circumstances.
The Fund is subject to guidelines which are more limiting than the
investment restrictions set forth above or in the Statement of Additional
Information in order to obtain and maintain a rating on the AMPS of "Aaa" from
Moody's and "AAA" from Fitch and may become subject to additional guidelines in
the future. See "Description of AMPS--Rating Agency Guidelines and Asset
Coverage." The Fund does not anticipate that such guidelines will have a
material adverse effect on the Fund's ability to achieve its investment
objectives. See "Investment Objectives and Policies" and "Investment
Restrictions" in the Statement of Additional Information.
QUALITY OF INVESTMENTS
The Fund will invest at least 80% of its total managed assets in U.S. TIPS,
which are backed by the full faith and credit of the United States Government.
MANAGEMENT OF INVESTMENT PORTFOLIO AND CAPITAL STRUCTURE TO LIMIT LEVERAGE RISK
The Fund may take certain actions if market conditions change (or the Fund
anticipates such a change) and the Fund's leverage begins (or is expected) to
affect Common Shareholders adversely. In order to attempt to offset such a
negative impact of leverage on Common Shareholders, the Fund may shorten the
average maturity or duration of its investment portfolio (by investing in
shorter-term, high quality securities) or may reduce its indebtedness or extend
the maturity of outstanding preferred shares (for example, by declaring a
special rate period with respect to one or more series of AMPS). The Fund may
also attempt to reduce leverage by redeeming or otherwise purchasing AMPS
(subject to the restrictions discussed under "Description of AMPS--Redemption")
or reducing any holdings in reverse repurchase agreements, credit default swaps,
futures, short sales, options, dollar rolls or other instruments that create
leverage. As explained above under "Risks--General Risks of Investing in the
Fund--Leverage Risk," the success of any such attempt to limit leverage risk
depends on Western Asset's ability to predict interest rate or other market
changes accurately. Because of the difficulty of making such predictions, the
Fund may not be successful in managing its interest rate exposure in the manner
described in this paragraph.
If market conditions suggest that additional leverage would be beneficial,
the Fund may sell previously unissued preferred shares or preferred shares that
the Fund previously issued but later repurchased or may utilize reverse
repurchase agreements, credit default swaps, dollar roll transactions or other
forms of leverage, including bank borrowings.
HEDGING AND RELATED STRATEGIES
The Fund may use various investment strategies designed to limit risk and
to preserve capital. These hedging strategies may include, among others, the use
of swaps, futures contracts, short sales, options on futures or options based on
U.S. Treasury securities, an index of longer-term securities or other
instruments. Under current market conditions, the Fund initially intends to
hedge all or a portion of the U.S. TIPS component of its portfolio by purchasing
put options that should increase in value if U.S. interest rates were to rise
significantly. In addition, under current market conditions, the Fund initially
intends to hedge all or a portion of the emerging markets debt in its portfolio
by purchasing put options that should increase in value if the value of such
emerging markets debt were to decline significantly. Income earned by the Fund
from many hedging activities will be treated as capital gain and, if not offset
by net realized capital loss, will be distributed to shareholders in taxable
distributions. If effectively used, hedging strategies can offset some or all of
the loss incurred on the Fund's investments due to adverse changes in interest
rates or inflation rates or other factors. There is no assurance that these
hedging strategies (including the purchase of put options described above) will
be available at any time, that Western Asset will use them for the Fund if
available or that they will be successful if used. Hedging transactions involve
costs
37
and may result in losses to the Fund. Under some circumstances (e.g., if
interest rates decline, or if interest rates rise, but not to a significant
extent), the Fund might have been better off not attempting to hedge its
portfolio or a portion of its portfolio, because the hedging strategies would
not have been successful (and thus the Fund's net asset value would have
declined) and the Fund would have incurred costs (e.g., the price paid to
purchase the put options) to establish such hedging positions. In addition, in
accordance with the rating agency guidelines described in this Prospectus, the
Fund's ability to use hedging transactions may be limited in order to obtain and
maintain ratings on the AMPS. For more information about these restrictions, see
"Description of AMPS--Rating Agency Guidelines and Asset Coverage" and Article
Twelve of the Amended and Restated Bylaws, which is attached as Appendix D to
the Statement of Additional Information.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
There are currently five Trustees of the Fund, two of whom are "interested
persons" (as defined in the 1940 Act) and three of whom are not "interested
persons." The names and business addresses of the Trustees and officers of the
Fund and their principal occupations and other affiliations during the past five
years are set forth under "Management of the Fund" in the Statement of
Additional Information.
INVESTMENT ADVISOR AND INVESTMENT MANAGER
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group, Inc.,
acts as the Fund's Investment Advisor. The Investment Advisor is responsible for
managing, either directly or through others selected by it, the investment
activities of the Fund and certain of the Fund's business affairs and other
administrative matters. The Investment Advisor is a Delaware limited liability
company with principal offices located at 210 N. Hale Street, Wheaton, Illinois
60187. The Investment Advisor is newly organized and has limited experience
serving as an investment advisor to an investment company.
Western Asset Management Company acts as the Fund's investment manager.
Western Asset will furnish a continuous investment program for the Fund and make
investment decisions with respect to the Fund's assets. Western Asset,
established in 1971 and since 1986 a wholly-owned subsidiary of Legg Mason,
Inc., acts as investment advisor to institutional accounts, such as corporate
pension plans, mutual funds and endowment funds. Western Asset is located at 385
East Colorado Boulevard, Pasadena, California 91101. Total assets under
management by Western Asset and its London-based affiliate, Western Asset
Management Company Limited, were approximately $160 billion as of March 31,
2004.
PORTFOLIO MANAGERS
Western Asset does not employ individual portfolio managers to determine
the investments of the Fund. Instead, the Fund's investments will be the
responsibility of Western Asset's Investment Strategy Group, which is currently
chaired by Western Asset's Chief Investment Officer and which also currently
includes Western Asset's Deputy Chief Investment Officer, its Senior Economist
and the head of each sector group.
INVESTMENT ADVISORY AGREEMENT AND INVESTMENT MANAGEMENT AGREEMENT
Pursuant to an investment advisory agreement between the Investment Advisor
and the Fund (the "Investment Advisory Agreement"), the Fund has agreed to pay
the Investment Advisor an annual advisory fee payable on a monthly basis at the
annual rate of .60% of the Fund's average weekly assets for the services it
provides. "Average weekly assets" means the average weekly value of the total
assets of the Fund (including any assets attributable to leverage) minus accrued
liabilities (other than liabilities representing leverage). For purposes of
calculating "average weekly assets," neither the liquidation preference of any
preferred shares outstanding
38
(including the AMPS) nor any liabilities associated with any instruments or
transactions used by Western Asset to leverage the Fund's portfolio (whether or
not such instruments or transactions are "covered" as described in this
prospectus) is considered a liability. With respect to reverse repurchase or
dollar roll transactions, "average weekly assets" includes any proceeds from the
sale of an asset of the Fund to a counterparty in such a transaction, in
addition to the value of the underlying asset as of the relevant measuring date.
The Investment Advisory Agreement automatically terminates on assignment (as
defined in the 1940 Act). The Investment Advisory Agreement may also be
terminated on 60 days' written notice by the Investment Advisor to the Fund or
by the Fund to the Investment Advisor.
Pursuant to an investment management agreement between the Investment
Advisor and Western Asset (the "Investment Management Agreement"), the
Investment Advisor will pay a portion of the fees it receives from the Fund to
Western Asset in return for Western Asset's services at the annual rate of .27%
of the Fund's average weekly assets. The Investment Management Agreement
automatically terminates on assignment. The Investment Management Agreement may
also be terminated on 60 days' written notice by Western Asset to the Investment
Advisor, or by the Fund at any time by written notice to each of the Investment
Advisor and Western Asset.
Because the fees received by the Investment Advisor and Western Asset are
based on the average weekly assets of the Fund (including assets represented by
preferred shares, including the AMPS, and other leverage), the Investment
Advisor and Western Asset have a financial incentive for the Fund to issue the
AMPS and incur other leverage, which may create a conflict of interest between
the Investment Advisor and Western Asset and the Fund's shareholders.
EXPENSES
In addition to the fees of the Investment Advisor, the Fund pays all other
costs and expenses of its operations, including compensation of its Trustees
(other than those who are "interested persons" of the Fund within the meaning of
the 1940 Act), fees of the administrator, custodial expenses, transfer agency
and dividend disbursing expenses, listing expenses, legal fees, expenses of
independent auditors, expenses of repurchasing shares, expenses of issuing the
AMPS, expenses of preparing, printing and distributing prospectuses, shareholder
reports, notices, proxy statements and reports to governmental agencies, and
taxes, if any.
ADMINISTRATOR
Under an Administrative Services Agreement with the Fund, Legg Mason Fund
Adviser, Inc. (the "Administrator"), an affiliate of Western Asset, provides
certain administrative and accounting functions for the Fund, including, among
others, coordination of the services provided by the Fund's service providers
(including the custodian, transfer agent, counsel and independent accountants),
preparation, review and filing of various required reports and Securities and
Exchange Commission forms, and the provision of certain office space and
personnel necessary to the Fund's operations. Additionally, the Administrator
and the Fund have entered into a contract with State Street Bank and Trust
Company pursuant to which State Street Bank and Trust Company will perform
certain asset coverage test calculations required by the rating agencies rating
the AMPS. In consideration of the services provided by the Administrator, the
Fund will pay the Administrator a fee, paid monthly, at an annual rate of
$125,000.
39
DESCRIPTION OF AMPS
The following is a brief description of the terms of the AMPS. For a more
complete description of the AMPS, please refer to the detailed description of
the AMPS in Article Twelve of the Amended and Restated Bylaws, which is attached
as Appendix D to the Statement of Additional Information. Certain of the
capitalized terms used herein are defined in the Amended and Restated Bylaws.
GENERAL
Under the Declaration, the Fund is authorized to issue preferred shares
having such par value and such preferences, voting powers, terms of redemption,
if any, and special or relative rights or privileges (including conversion
rights, if any) as determined by the Board of Trustees, without the approval of
Common Shareholders. The AMPS are preferred shares of beneficial interest with
no par value. Each series of AMPS will have a liquidation preference of $25,000
per share, plus an amount equal to accumulated but unpaid dividends (whether or
not earned or declared). The AMPS of each series will rank on a parity with
shares of any other series of preferred shares of the Fund as to the payment of
dividends and the distribution of assets upon liquidation. The AMPS carry one
vote per share on all matters on which such shares are entitled to vote. The
AMPS, when issued by the Fund and paid for pursuant to the terms of this
prospectus, will be fully paid and, subject to matters discussed in
"Anti-Takeover and Other Provisions in the Declaration of Trust," non-assessable
and will have no preemptive, exchange or conversion rights. Any AMPS repurchased
or redeemed by the Fund will be classified as authorized and unissued preferred
shares without designation as to series. The AMPS will not be subject to any
sinking fund, but will be subject to mandatory redemption and optional
redemption under certain circumstances described below.
DIVIDENDS AND RATE PERIODS
GENERAL. The following is a general description of dividends and rate
periods for the AMPS. The initial rate period for the Series M AMPS will be
days, and the dividend rate for this period will be %. The initial rate
period for the Series T AMPS will be days, and the dividend rate for this
period will be %. The initial rate period for the Series W AMPS will be
days, and the dividend rate for this period will be %. The initial rate
period for the Series TH AMPS will be days, and the dividend rate for this
period will be %. The initial rate period for the Series F AMPS will be
days, and the dividend rate for this period will be %. Subsequent rate
periods generally will be seven days in the case of Series M AMPS, Series W
AMPS and Series F AMPS, and 28 days in the case of Series T AMPS and Series
TH AMPS, and the dividend rates for those periods will generally be
determined by auction. Further description of the auction procedures can be
found below under "The Auction" and in Article Twelve of the Amended and
Restated Bylaws, which is attached as Appendix D to the Statement of
Additional Information. The Fund, subject to certain conditions, may change
the length of subsequent rate periods by designating them as special rate
periods. See "--Designation of Special Rate Periods" below.
DIVIDEND PAYMENT DATES. Dividends on AMPS will be payable when, as and if
declared by the Board, out of legally available funds in accordance with the
Declaration, the Bylaws and applicable law. Dividend periods generally will
begin on the first business day after an auction. If dividends are payable on a
day that is not a business day, then dividends will generally be payable on the
next business day, or as otherwise specified in the Amended and Restated Bylaws.
The Fund, at its discretion, may establish dividend payment dates in respect of
any special rate period of AMPS consisting of more than seven days for the
Series M AMPS, Series W AMPS and Series F AMPS, and other than 28 days for the
Series T AMPS and Series TH AMPS, provided that such dates shall be set forth in
the notice of special rate period relating to such special rate period and
certain other conditions are met.
Dividends will be paid through the Depository Trust Company ("DTC") on each
dividend payment date. The dividend payment date will normally be the first
business day after the dividend period ends. DTC, in accordance
40
with its current procedures, is expected to distribute dividends received from
the auction agent in same-day funds on each dividend payment date to members of
DTC that will act on behalf of existing or potential holders of AMPS ("Agent
Members"). These Agent Members are in turn expected to distribute such dividends
to the persons for whom they are acting as agents. However, each of the current
Broker-Dealers has indicated to the Fund that dividend payments will be
available in same-day funds on each dividend payment date to customers that use
a Broker-Dealer or a Broker-Dealer's designee as Agent Member.
CALCULATION OF DIVIDEND PAYMENT. The Fund computes the dividend per share
of each series of AMPS by multiplying the applicable rate for such series of
shares in effect by a fraction. The numerator of this fraction will normally be
seven for Series M AMPS, Series W AMPS and Series F AMPS, and 28 for Series T
AMPS and Series TH AMPS (i.e., the number of days in the rate period) and the
denominator will normally be 360. If the Fund has designated a special rate
period, then the numerator will be the number of days in the special rate
period, and the denominator will normally be 360. In either case, this rate is
then multiplied by $25,000 to arrive at the dividend per share.
Dividends on the AMPS will accumulate from the date of their original
issue. For each dividend period after the initial rate period, the dividend rate
will be the dividend rate determined at auction, except as provided in the
Amended and Restated Bylaws. The dividend rate that results from an auction will
not be greater than the maximum applicable rate described below.
The maximum applicable rate for any rate period will be the higher of
the applicable percentage of the reference rate, or the applicable spread
plus the reference rate. The reference rate for a regular rate period will be
the applicable LIBOR Rate (as defined below). The reference rate for a
special rate period will be the applicable LIBOR Rate (for a rate period of
fewer than 365 days) or the Treasury Index Rate (as defined below) (for a
rate period of 365 days or more). The applicable percentage and applicable
spread for any rate period will generally be determined based on the higher
of the credit rating or ratings assigned to the AMPS by Moody's and Fitch on
the auction date for such period (as set forth in the table below). If
Moody's and/or Fitch shall not make such rating available, the rate shall be
determined by reference to equivalent ratings issued by a substitute rating
agency.
MOODY'S CREDIT RATING FITCH'S CREDIT RATING APPLICABLE PERCENTAGE APPLICABLE SPREAD
--------------------- --------------------- --------------------- -----------------
Aaa AAA 125% 125 bps
Aa3 to Aa1 AA- to AA+ 150% 150 bps
A3 to A1 A- to A+ 200% 200 bps
Baa3 to Baa1 BBB- to BBB+ 250% 250 bps
Below Baa3 Below BBB- 300% 300 bps
The Fund will take all reasonable action necessary to enable Moody's and
Fitch to provide ratings for each series of AMPS. If such ratings are not made
available by Moody's or Fitch, the Fund, after consultation with the
Underwriters or their affiliates and successors, will select one or more other
rating agencies to act as substitute rating agencies.
The "LIBOR Rate" is the applicable London Inter-Bank Offered Rate for
deposits in U.S. dollars for the period most closely approximating the
applicable rate period for a series of AMPS. For a more detailed description,
please see Article Twelve of the Amended and Restated Bylaws.
The "Treasury Index Rate" is the average yield to maturity for certain U.S.
Treasury securities having substantially the same length to maturity as the
applicable rate period for a series of AMPS. For a more detailed description,
please see Article Twelve of the Amended and Restated Bylaws.
41
Assuming the Fund maintains an Aaa/AAA rating on the AMPS, the practical
effect of the different methods used to calculate the maximum applicable rate is
shown in the table below:
MAXIMUM APPLICABLE RATE METHOD USED TO DETERMINE
USING THE APPLICABLE MAXIMUM APPLICABLE RATE THE MAXIMUM
REFERENCE RATE PERCENTAGE USING THE APPLICABLE SPREAD APPLICABLE RATE
-------------- ----------------------- --------------------------- ------------------------
1% 1.25% 2.25% Spread
2% 2.50% 3.25% Spread
3% 3.75% 4.25% Spread
4% 5.00% 5.25% Spread
5% 6.25% 6.25% Either
6% 7.50% 7.25% Percentage
No later than 12:00 noon, New York City time, on each dividend payment
date, the Fund is required to deposit with the auction agent sufficient funds
for the payment of declared dividends. As specified in the Amended and Restated
Bylaws, auctions will generally not be held if the Fund fails to make such
deposit. In such a situation, dividends for the next dividend period would
normally be paid at the maximum applicable rate. The Fund does not intend to
establish any reserves for the payment of dividends.
The Board of Trustees, after consultation with the Broker-Dealers, may
adjust upward but not downward the applicable percentage or the applicable
spread, which may have the effect of increasing the maximum applicable rate,
without the vote or consent of the holders of AMPS, including each series, or
any other shareholder of the Fund, but only with confirmation from each rating
agency then rating the AMPS that such action will not impair such agency's
then-current rating of the AMPS, provided that immediately following any such
increase the Fund could meet the Preferred Shares Basic Maintenance Amount test
discussed below under "--Rating Agency Guidelines and Asset Coverage."
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. While the AMPS are
outstanding, the Fund generally may not declare, pay or set apart for payment,
any dividend or other distribution in respect of its common shares or any other
shares (other than the AMPS) of the Fund ranking junior to or on a parity with
the AMPS (other than in additional common shares or rights to purchase common
shares). In addition, the Fund generally may not call for redemption or redeem
any of its common shares (except by conversion into or exchange for shares of
the Fund ranking junior to the AMPS as to the payment of dividends and the
distribution of assets on liquidation) or any other shares (other than the AMPS)
of the Fund ranking junior to or on a parity with the AMPS. However, the Fund is
not confined by the above restrictions if:
- immediately after such transaction, (i) the discounted value of the
Fund's portfolio (i.e., the aggregate value of the Fund's portfolio
according to criteria set forth by each rating agency then rating the
AMPS) would be equal to or greater than the Preferred Shares Basic
Maintenance Amount, and (ii) the 1940 Act Preferred Shares Asset
Coverage would be satisfied (see "--Rating Agency Guidelines and Asset
Coverage" below);
- full cumulative dividends on each series of AMPS due on or prior to
the Fund's most recently ended dividend period have been paid or have
been declared and sufficient funds for the payment thereof have been
deposited with the auction agent; and
- the Fund has redeemed the full number of AMPS required to be redeemed
by any provision for mandatory redemption.
The Fund generally will not declare, pay or set apart for payment any
dividend on any class or series of shares of the Fund ranking, as to the payment
of dividends, on a parity with the AMPS unless the Fund has declared and paid in
full cumulative or the same proportionate share of dividends on the AMPS through
the most recent dividend payment date. When the Fund has not paid dividends in
full upon a series of the AMPS through
42
the most recent dividend payment date or upon any class or series of shares of
the Fund ranking, as to the payment of dividends, on a parity with such series
of AMPS through their most recent respective dividend payment dates, the amount
of dividends declared per share on such series of AMPS and such other class or
series of shares will in all cases bear to each other the same ratio that
accumulated dividends per share on such series of AMPS and such other class or
series of shares bear to each other.
DESIGNATION OF SPECIAL RATE PERIODS. The Fund may, in certain situations,
declare a special rate period on the AMPS. To declare a special rate period, the
Fund will give notice (a "notice of special rate period") to the auction agent
and to each Broker-Dealer. The notice will request that the next succeeding rate
period for the AMPS be a number of days evenly divisible by seven and not to
exceed five years as specified in such notice. The Fund may not request a
special rate period unless sufficient clearing bids for the AMPS were made in
the most recent auction. In addition, full cumulative dividends and any amounts
due with respect to mandatory redemptions or optional redemptions must be paid
in full or deposited with the auction agent. The Fund also must have received
confirmation from Moody's and Fitch or any substitute rating agency that the
proposed special rate period will not impair such agency's then-current rating
of the AMPS. The Fund may provide that, in order to redeem AMPS at the Fund's
option during a special rate period, the Fund must pay to holders of the AMPS a
"redemption premium" in addition to the redemption price per share of $25,000,
plus an amount equal to the accumulated but unpaid dividends. A notice of
special rate period will specify whether the shares of a particular series of
AMPS will be subject to optional redemption during such special rate period and,
if so, the redemption premium, if any, required to be paid by the Fund in
connection with such optional redemption. Depending on market conditions, the
Fund intends to declare a special rate period with respect to Series M AMPS,
Series W AMPS and Series F AMPS shortly after the issuance of the AMPS. The
length of such special rate period will be determined based on factors including
but not limited to interest rate levels at such time.
The Fund's declaration of a special rate period may affect the liquidity of
your investment. A special rate period would typically be longer than a regular
rate period, and you would be unable to sell AMPS in an auction for a
corresponding longer period of time. If you sell your AMPS between auctions, you
may receive less than the price you paid for them, especially when market
interest rates have risen. The risks described in this paragraph will become
greater as the length of the special rate period increases.
VOTING RIGHTS
Except as otherwise described in this prospectus and in the Statement of
Additional Information or as otherwise set forth in the Declaration or the
Bylaws or required by law, holders of AMPS will have equal voting rights with
Common Shareholders and holders of any other preferred shares of the Fund (each
class having one vote per share) and will vote together with Common Shareholders
and any other preferred shares as a single class.
Holders of outstanding preferred shares of the Fund, including AMPS, voting
as a separate class, are entitled to elect two of the Fund's Trustees. The
remaining Trustees are elected by Common Shareholders and holders of preferred
shares, including AMPS, voting together as a single class. In addition, if at
any time dividends (whether or not earned or declared) on any outstanding
preferred shares of the Fund, including AMPS, are due and unpaid in an amount
equal to two full years of dividends, and sufficient cash or specified
securities have not been deposited with the auction agent for the payment of
such dividends, the sole remedy of holders of the outstanding preferred shares
of the Fund is that the number of Trustees constituting the Trustees will be
automatically increased by the smallest number that, when added to the two
Trustees elected exclusively by the holders of preferred shares as described
above, would constitute a majority of the Trustees. The holders of preferred
shares of the Fund will be entitled to elect such Trustees at a special meeting
of holders of preferred shares held as soon as practicable and at all subsequent
meetings at which Trustees are to be elected. The terms of office of the persons
who are Trustees at the time of that election will continue. If the Fund
thereafter pays in full (or otherwise provides for) all dividends payable on all
outstanding preferred shares of the Fund, the special voting rights stated
43
above will cease and the terms of office of the additional Trustees elected by
the holders of the preferred shares will automatically terminate.
Unless a higher percentage is provided for under the Declaration or the
Bylaws or applicable law, the Fund will not, without the affirmative vote or
consent of the holders of at least a majority (as defined in the 1940 Act) of
the AMPS outstanding at the time (voting together as a separate class), except
as noted below:
(a) authorize, create or issue any class or series of shares ranking prior
to or on a parity with the AMPS with respect to payment of dividends
or the distribution of assets on liquidation, or authorize, create or
issue additional shares of AMPS, unless, in each case, the Fund
obtains written confirmation from Moody's (if Moody's is then rating
AMPS) or Fitch (if Fitch is then rating AMPS) that such authorization,
creation or issuance would not impair the rating then assigned by such
rating agency to the AMPS, in which case the vote or consent of the
holders of the AMPS is not required;
(b) amend, alter or repeal the provisions of Section 12.1 of the Amended
and Restated Bylaws if such amendment, alteration or repeal would
affect adversely the preferences, rights or powers expressly set forth
in the Declaration or the Bylaws of holders of a series of AMPS; or
(c) authorize the Fund's conversion from a closed-end to an open-end
investment company.
For purposes of the foregoing, no matter shall be deemed adversely to
affect any preference, right or power of a holder of AMPS unless such matter (i)
adversely alters or abolishes any preferential right of the AMPS; (ii) creates,
adversely alters or abolishes any right in respect of redemption of such shares;
or (iii) creates or adversely alters (other than to abolish) any restriction on
transfer applicable to such shares. To the extent not prohibited by the
Declaration, the Bylaws or applicable law, if any action with respect to which
holders of AMPS are granted voting rights under the Amended and Restated Bylaws
would adversely affect the rights of one or more series of AMPS in a manner
different from any other series of AMPS, the Fund will not approve any such
action without the affirmative vote or consent of the holders of at least a
majority (as defined in the 1940 Act) of the outstanding shares of each such
affected series (each such affected series voting separately as a class). The
vote of holders of any series described in this paragraph will in each case be
in addition to a separate vote of the requisite percentage, if any, of common
shares and/or preferred shares necessary to authorize the action in question.
Unless a higher percentage is provided for under the Declaration or the
Bylaws or applicable law, the affirmative vote of the holders of a majority (as
defined in the 1940 Act) of the outstanding AMPS, voting together as a single
class, will be required to approve any plan of reorganization (including
bankruptcy proceedings) adversely affecting such shares or any action requiring
a vote of security holders under Section 13(a) of the 1940 Act, including, among
other things, changes in the Fund's investment restrictions designated as
fundamental under "Investment Restrictions" in the Statement of Additional
Information and changes in the Fund's subclassification as a closed-end
investment company. However, to the extent permitted by applicable law, no vote
of Common Shareholders, either separately or together with holders of preferred
shares as a single class, is necessary to take the actions contemplated by (a)
and (b) above.
The foregoing voting provisions will not apply with respect to AMPS if, at
or prior to the time when a vote is required, such shares have been (i) redeemed
or (ii) called for redemption and sufficient funds have been deposited in trust
to effect such redemption.
If a series of preferred shares other than the AMPS is issued in the
future, it is anticipated that such series would have voting rights comparable
to those described above.
44
RATING AGENCY GUIDELINES AND ASSET COVERAGE
In connection with the Fund's receipt of a rating of "Aaa" from Moody's and
a rating of "AAA" from Fitch with respect to the AMPS, the Fund is required to
maintain assets having in the aggregate a discounted value at least equal to the
Preferred Shares Basic Maintenance Amount. The Preferred Shares Basic
Maintenance Amount equals the sum of (a) the aggregate liquidation preference of
the preferred shares then outstanding (including the AMPS) and (b) certain
accrued and projected payment obligations of the Fund, including without
limitation any accrued and projected dividends on the preferred shares then
outstanding (including the AMPS).
Moody's and Fitch have each established separate guidelines for calculating
discounted value. These guidelines specify discount factors that the Fund must
apply to various types of securities in its portfolio for purposes of
calculating whether the discounted value of the Fund's assets equals the
Preferred Shares Basic Maintenance Amount (with the level of discount generally
becoming greater as the credit quality of a security becomes lower). In
addition, under the guidelines, certain types of securities (including
securities in which the Fund may otherwise invest) are not eligible for
inclusion in the calculation of the discounted value of the Fund's portfolio.
Such ineligible securities may include, for example, certain privately placed
debt securities (other than Rule 144A securities) and debt securities of certain
non-U.S. issuers. Accordingly, although the Fund may invest in such securities
to the extent set forth herein, it is currently anticipated that they will not
constitute a significant portion of the Fund's portfolio under normal
circumstances. The rating agency guidelines for calculating discounted value do
not impose any limitations on the percentage of the Fund's assets that may be
invested in ineligible assets, and the amount of ineligible assets included in
the Fund's portfolio at any time may vary depending upon the rating,
diversification and other characteristics of the eligible assets included in the
portfolio.
In addition, the Fund is required by the 1940 Act, as well as by the rating
agency guidelines, to maintain asset coverage of at least 200% with respect to
senior securities that are equity securities, including the AMPS ("1940 Act
Preferred Shares Asset Coverage"). The Fund's 1940 Act Preferred Shares Asset
Coverage is tested as of the last business day of each month in which any senior
equity securities are outstanding. The minimum required 1940 Act Preferred
Shares Asset Coverage amount of 200% may be increased or decreased if the 1940
Act is amended. Based on the composition of the portfolio of the Fund and market
conditions as of April 16, 2004, the 1940 Act Preferred Shares Asset Coverage
with respect to all of the Fund's preferred shares, assuming the issuance on
that date of all AMPS offered hereby and giving effect to the deduction of the
related offering costs and sales load estimated at $4,601,947, would have been
computed as follows:
Value of Fund assets less liabilities not
constituting senior securities = $1,265,934,698 = 308.76%
-------------------------------------------
Senior securities representing indebtedness $410,000,000
plus
liquidation value of the preferred shares
In the event the Fund does not timely cure a failure to maintain (a) a
discounted value of its portfolio equal to the Preferred Shares Basic
Maintenance Amount or (b) the 1940 Act Preferred Shares Asset Coverage, in each
case in accordance with the requirements of the rating agency or agencies then
rating the AMPS, the Fund will be required to redeem AMPS as described under
"--Redemption--Mandatory Redemption" below.
In addition to the requirements described above, the rating agency
guidelines impose restrictions on the Fund's use of certain financial
instruments or investment techniques that the Fund might otherwise utilize. For
example, the guidelines limit the use of certain hedging transactions such as
futures contracts and options. The guidelines also limit the use of certain
other investment techniques, including borrowing of money, short sales, and
loans of portfolio securities. For a complete description of such restrictions,
see Article Twelve of the Amended and Restated Bylaws, which is attached as
Appendix D to the Fund's Statement of Additional Information.
45
The Fund may, but is not required to, adopt any modifications to the
guidelines that may be established by Moody's or Fitch. Failure to adopt any
such modifications, however, may result in a change in the ratings described
above or a withdrawal of ratings altogether. In addition, any rating agency
providing a rating for the AMPS may, at any time, change or withdraw any such
rating. The Trustees may, without shareholder approval, amend, alter or repeal
any or all of the definitions and related provisions that have been adopted by
the Fund pursuant to the rating agency guidelines in the event the Fund receives
written confirmation from Moody's or Fitch, as the case may be, that any such
amendment, alteration or repeal would not impair the rating then assigned to the
AMPS.
As recently described by Moody's and Fitch, a preferred stock rating is an
assessment of the capacity and willingness of an issuer to pay preferred stock
obligations. The rating on the AMPS is not a recommendation to purchase, hold or
sell those shares, inasmuch as the rating does not comment as to market price or
suitability for a particular investor. The rating agency guidelines described
above also do not address the likelihood that an owner of AMPS will be able to
sell such shares in an auction or otherwise. The ratings are based on current
information furnished to Moody's and Fitch by the Fund, the Investment Advisor
and Western Asset and information obtained from other sources. The ratings may
be changed, suspended or withdrawn as a result of changes in, or the
unavailability of, such information. The Fund's common shares have not been
rated by a nationally recognized statistical rating organization.
A rating agency's guidelines will apply to the AMPS only so long as the
rating agency is rating the shares. The Fund will pay certain fees to Moody's
and Fitch for rating the AMPS. A more detailed description of how Moody's and
Fitch calculate discounted value and the other limitations imposed by the rating
agencies is contained in Article Twelve of the Amended and Restated Bylaws,
which is attached as Appendix D to the Fund's Statement of Additional
Information.
LIQUIDATION
Subject to the rights of holders of any series or class or classes of
shares ranking on a parity with AMPS with respect to the distribution of assets
upon liquidation of the Fund, upon a liquidation of the Fund (whether voluntary
or involuntary), the holders of AMPS then outstanding will be entitled to
receive and to be paid, out of the assets of the Fund available for distribution
to its shareholders, before any payment or distribution will be made on the
common shares or any other class of shares of the Fund ranking junior to the
AMPS, an amount equal to the liquidation preference with respect to such AMPS
($25,000 per share), plus an amount equal to all dividends thereon (whether or
not earned or declared by the Fund, but excluding the interest thereon)
accumulated but unpaid to (but not including) the date of final distribution in
same-day funds in connection with the liquidation of the Fund. If such assets of
the Fund are insufficient to make the full liquidation payment on the
outstanding AMPS, no distribution shall be made on any shares of any other class
or series of preferred shares ranking on a parity with the AMPS with respect to
the distribution of assets upon such liquidation unless proportionate
distributive amounts shall be paid on the AMPS, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares are
respectively entitled upon such liquidation. After the payment to the holders of
AMPS of the full preferential amounts provided for as described herein, the
holders of AMPS as such will have no right or claim to any of the remaining
assets of the Fund.
For purposes of the foregoing paragraph, a liquidation of the Fund does not
include:
- the sale of all or any portion of the property or business of the
Fund;
- the merger or consolidation of the Fund into or with any business
trust or other entity; or
- the merger or consolidation of any business trust or other entity into
or with the Fund.
46
REDEMPTION
MANDATORY REDEMPTION. The Fund is required to maintain (a) a discounted
value of eligible portfolio securities equal to the Preferred Shares Basic
Maintenance Amount and (b) the 1940 Act Preferred Shares Asset Coverage.
Eligible portfolio securities for the purposes of (a) above will be determined
from time to time by the rating agencies then rating the AMPS. If the Fund fails
to maintain such asset coverage amounts and does not timely cure such failure in
accordance with the requirements of the rating agencies that rate the AMPS, the
Fund must redeem all or a portion of the AMPS. This mandatory redemption will
take place on a date that the Trustees specify out of legally available funds in
accordance with the Declaration, the Bylaws and applicable law, at the
redemption price of $25,000 per share, plus accumulated but unpaid dividends
(whether or not earned or declared) to (but not including) the date fixed for
redemption. In determining the number of AMPS required to be redeemed in
accordance with the foregoing, the Fund will allocate the number of shares
required to be redeemed to satisfy the Preferred Shares Basic Maintenance Amount
or the 1940 Act Preferred Shares Asset Coverage, as the case may be, pro rata
among the AMPS and any other preferred shares of the Fund subject to redemption
or retirement. The mandatory redemption will be limited to the number of AMPS
and any other preferred shares necessary to restore the required discounted
value or the 1940 Act Preferred Shares Asset Coverage, as the case may be.
OPTIONAL REDEMPTION. The Fund, at its option, may redeem the AMPS, in whole
or in part, out of legally available funds. Any optional redemption will occur
on a dividend payment date at the optional redemption price per share of
$25,000, plus an amount equal to accumulated but unpaid dividends (whether or
not earned or declared) to (but not including) the date fixed for redemption,
plus the premium, if any, specified in a special redemption provision. No AMPS
may be redeemed if the redemption would cause the Fund to violate the 1940 Act.
The Fund has the authority to redeem the AMPS for any reason and may redeem all
or part of the outstanding AMPS if it anticipates that the Fund's leveraged
capital structure will result in a lower rate of return to Common Shareholders
for any significant period of time than that obtainable if the common shares
were unleveraged. The Fund may exercise such redemption option as to any series
of AMPS and as to some or all of the shares of each series, subject to certain
limitations. The optional redemption of shares of a series will, if less than
all the shares of a series are redeemed, be made on a pro rata basis.
The Fund will not make any optional redemption unless (i) the Fund has
available certain deposit securities with maturities or tender dates not later
than the day preceding the applicable redemption date and having a value not
less than the amount (including any applicable premium) due to holders of the
AMPS by reason of the redemption of the AMPS on such date fixed for the
redemption and (ii) the Fund has eligible assets with an aggregate discounted
value at least equal to the Preferred Shares Basic Maintenance Amount (both
before and after giving effect to such redemption).
Notwithstanding the foregoing, if unpaid dividends exist with respect to
shares of a series of AMPS (whether or not earned or declared), no shares of
such series shall be redeemed (by either mandatory redemption or optional
redemption) unless all outstanding shares of such series are simultaneously
redeemed; provided, however, that this limitation will not apply to an otherwise
lawful purchase or exchange offer made on the same terms to the holders of all
outstanding shares of such series.
Although the AMPS are subject to redemption under certain circumstances as
described above and under "--Mandatory Redemption," the AMPS may not be redeemed
at a shareholder's option at net asset value, unlike the shares of an open-end
mutual fund.
47
THE AUCTION
GENERAL
Under Article Twelve of the Amended and Restated Bylaws, the applicable
rate for the AMPS for each rate period after the initial rate period will
generally be the rate that results from an auction conducted as set forth in the
Amended and Restated Bylaws and summarized below. In such an auction, persons
determine to hold or offer to sell AMPS regardless of the rate set by the
auction or offer to purchase or sell AMPS based on specific dividend rates bid
by them. See the Amended and Restated Bylaws for a more complete description of
the auction process.
AUCTION AGENCY AGREEMENT. The Fund will enter into an auction agency
agreement with the auction agent (currently, The Bank of New York) which
provides, among other things, that the auction agent will follow the auction
procedures set forth in the Amended and Restated Bylaws to determine the
applicable rate for AMPS so long as the applicable rate for AMPS is to be based
on the results of an auction.
The auction agent may terminate the auction agency agreement upon notice to
the Fund no earlier than 60 days after such notice (30 days after such notice,
if the auction agent has not been paid). If the auction agent should resign, the
Fund will attempt to appoint another qualified institution to act as auction
agent. The Fund may remove the auction agent provided that prior to such removal
the Fund has entered into an agreement with a successor auction agent to perform
substantially similar services.
BROKER-DEALER AGREEMENTS. Each auction requires the participation of one or
more Broker-Dealers. The auction agent will enter into agreements with one or
more Broker-Dealers selected by the Fund that provide for the participation of
those Broker-Dealers in auctions for AMPS ("Broker-Dealer Agreements").
The auction agent will pay to each Broker-Dealer after each auction, from
funds provided by the Fund, a service charge that will generally be at the
annual rate of 1/4 of 1% of the stated value ($25,000 per share) of the AMPS
held by a Broker-Dealer's customers upon settlement in an auction.
The Fund may request the auction agent to terminate one or more
Broker-Dealer Agreements at any time upon five days' notice, provided that at
least one Broker-Dealer Agreement is in effect after such termination.
AUCTION PROCEDURES
Prior to the submission deadline on each auction date for the AMPS, each
customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
(or, if applicable, the auction agent) as a beneficial owner of AMPS may submit
the following types of orders with respect to AMPS to that Broker-Dealer:
1. Hold Order--indicating its desire to hold AMPS without regard to the
applicable rate for shares of such series for the next rate period.
2. Bid--indicating its desire to purchase or hold the indicated number of
AMPS at $25,000 per share if the applicable rate for shares of such
series for the next rate period is not less than the rate specified in
the bid. A bid order by an existing holder will be deemed an
irrevocable offer to sell AMPS at $25,000 per share if the applicable
rate for shares of such series for the next rate period is less than
the rate specified in the bid.
3. Sell Order--indicating its desire to sell AMPS at $25,000 per share
without regard to the applicable rate for shares of such series for
the next rate period.
A beneficial owner of AMPS may submit different types of orders to its
Broker-Dealer with respect to different AMPS then held by the beneficial owner.
A beneficial owner that submits a bid to its Broker-Dealer
48
having a rate higher than the maximum applicable rate on the auction date will
be treated as having submitted a sell order to its Broker-Dealer. A beneficial
owner that fails to submit an order to its Broker-Dealer will ordinarily be
deemed to have submitted a hold order to its Broker-Dealer. However, if a
beneficial owner fails to submit an order for some or all of its shares to its
Broker-Dealer for an auction relating to a rate period of more than 91 days,
such beneficial owner will be deemed to have submitted a sell order for such
shares to its Broker-Dealer. A sell order constitutes an irrevocable offer to
sell the AMPS subject to the sell order. A beneficial owner that offers to
become the beneficial owner of additional AMPS is, for the purposes of such
offer, a potential holder as discussed below.
A potential holder is either a customer of a Broker-Dealer that is not a
beneficial owner of AMPS but that wishes to purchase AMPS or a beneficial owner
that wishes to purchase additional AMPS. A potential holder may submit bids to
its Broker-Dealer in which it offers to purchase AMPS at $25,000 per share if
the applicable rate for the next rate period is not less than the rate specified
in such bid. A bid placed by a potential holder specifying a rate higher than
the maximum applicable rate on the auction date will not be accepted.
The Broker-Dealers in turn will submit the orders of their respective
customers who are beneficial owners and potential holders to the auction agent.
Unless otherwise permitted by the Fund, the Broker-Dealers will designate
themselves as existing holders of shares subject to orders submitted or deemed
submitted to them by beneficial owners. They will also designate themselves as
potential holders of shares subject to orders submitted to them by potential
holders. However, neither the Fund nor the auction agent will be responsible for
a Broker-Dealer's failure to comply with these procedures. Any order placed with
the auction agent by a Broker-Dealer as or on behalf of an existing holder or a
potential holder will be treated the same way as an order placed with a
Broker-Dealer by a beneficial owner or potential holder. Similarly, any failure
by a Broker-Dealer to submit to the auction agent an order for any AMPS held by
it or customers who are beneficial owners will be treated as a beneficial
owner's failure to submit to its Broker-Dealer an order in respect of AMPS held
by it. A Broker-Dealer may also submit orders to the auction agent for its own
account as an existing holder or potential holder, provided that it is not an
affiliate of the Fund.
There are sufficient clearing bids in an auction if the number of shares of
a series of AMPS subject to bids submitted or deemed submitted to the auction
agent by Broker-Dealers for potential holders with rates equal to or lower than
the maximum applicable rate for shares of such series is at least equal to the
sum of the number of applicable AMPS subject to sell orders submitted or deemed
submitted to the auction agent by Broker-Dealers for existing holders and the
number of applicable AMPS subject to bids specifying rates higher than the
maximum applicable rate for shares of such series submitted or deemed submitted
to the auction agent by Broker-Dealers for existing holders. If there are
sufficient clearing bids, the applicable rate for the relevant AMPS for the next
succeeding rate period thereof will be the lowest rate specified in the
submitted bids that, taking into account such rate and all lower rates bid by
Broker-Dealers as or on behalf of existing holders and potential holders, would
result in such existing holders and potential holders owning the relevant AMPS
available for purchase in the auction.
If there are not sufficient clearing bids, the applicable rate for the next
rate period will be the maximum applicable rate on the auction date. If there
are not sufficient clearing bids, beneficial owners of AMPS that have submitted
or are deemed to have submitted sell orders may not be able to sell in the
auction all shares subject to such sell orders. If all of the applicable
outstanding AMPS are the subject of submitted hold orders, then the rate period
following the auction will automatically be the same length as the preceding
rate period and the applicable rate for the next rate period will be 90% of the
reference rate (i.e., 90% of the applicable LIBOR Rate (for a rate period of
fewer than 365 days) or Treasury Index Rate (for a rate period of 365 days or
more)) for the AMPS.
The auction procedures include a pro rata allocation of shares for purchase
and sale, which may result in an existing holder continuing to hold or selling,
or a potential holder purchasing, a number of AMPS that is different from the
number of shares specified in its order. To the extent the allocation procedures
have that
49
result, Broker-Dealers that have designated themselves as existing holders or
potential holders in respect of customer orders will be required to make
appropriate pro rata allocations among their respective customers.
Settlement of purchases and sales will be made on the next business day
(which is also a dividend payment date) after the auction date through DTC.
Purchasers will make payment through their Agent Members in same-day funds to
DTC against delivery to their respective Agent Members. DTC will make payment to
the sellers' Agent Members in accordance with DTC's normal procedures, which
currently provide for payment against delivery by their Agent Members in
same-day funds.
The auctions for AMPS will normally be held every seven days in the case of
Series M AMPS, Series W AMPS and Series F AMPS, and every 28 days in the case of
Series T AMPS and Series TH AMPS, and each subsequent rate period will normally
begin on the following business day.
The first auction for the Series M AMPS will be held on , 2004, the
business day preceding the dividend payment date for the initial dividend
period. Thereafter, except during special rate periods, auctions for the Series
M AMPS normally will be held every seven days thereafter, and each subsequent
dividend period for the Series M AMPS normally will begin on the following
business day.
The first auction for the Series T AMPS will be held on , 2004,
the business day preceding the dividend payment date for the initial dividend
period. Thereafter, except during special rate periods, auctions for the Series
T AMPS normally will be held every 28 days thereafter, and each subsequent
dividend period for the Series T AMPS normally will begin on the following
business day.
The first auction for the Series W AMPS will be held on , 2004,
the business day preceding the dividend payment date for the initial dividend
period. Thereafter, except during special rate periods, auctions for the Series
W AMPS normally will be held every seven days thereafter, and each subsequent
dividend period for the Series W AMPS normally will begin on the following
business day.
The first auction for the Series TH AMPS will be held on , 2004,
the business day preceding the dividend payment date for the initial dividend
period. Thereafter, except during special rate periods, auctions for the Series
TH AMPS normally will be held every 28 days thereafter, and each subsequent
dividend period for the Series TH AMPS normally will begin on the following
business day.
The first auction for the Series F AMPS will be held on , 2004,
the business day preceding the dividend payment date for the initial dividend
period. Thereafter, except during special rate periods, auctions for the Series
F AMPS normally will be held every seven days thereafter, and each subsequent
dividend period for the Series F AMPS normally will begin on the following
business day.
If an auction date is not a business day because the New York Stock
Exchange is closed for business due to an act of God, natural disaster, act of
war, civil or military disturbance, act of terrorism, sabotage, riots or a loss
or malfunction of utilities or communications services, or if the auction agent
is not able to conduct an auction in accordance with the auction procedures for
any such reason, then the dividend rate for the next dividend period will be the
dividend rate determined on the previous auction date.
50
If a dividend payment date is not a business day because the New York
Stock Exchange is closed for business due to an act of God, natural disaster,
act of war, civil or military disturbance, act of terrorism, sabotage, riots or
a loss or malfunction of utilities or communications services, or the dividend
payable on such date can not be paid for any such reason, then:
- the dividend payment date for the affected dividend period will be the
next business day on which the Fund and its paying agent, if any, are
able to cause the dividend to be paid using their reasonable best
efforts;
- the affected dividend period will end on the day it would have ended
had such event not occurred and the dividend payment date had remained
the scheduled date; and
- the next dividend period will begin and end on the dates it would have
begun and ended had such event not occurred and the dividend payment
date had remained the scheduled date.
The following is a simplified example of how a typical auction works.
Assume that the Fund has 1,000 outstanding AMPS of a series and three current
holders. The three current holders and three potential holders submit orders
through broker-dealers at the auction:
Current Holder A Owns 500 shares, wants to sell all 500 Bid order of 2.1% rate for all
shares if auction rate is less than 2.1% 500 shares
Current Holder B Owns 300 shares, wants to hold Hold order--will take the
auction rate
Current Holder C Owns 200 shares, wants to sell all 200 Bid order of 1.9% rate for all
shares if auction rate is less than 1.9% 200 shares
Potential Holder D Wants to buy 200 shares Places order to
buy 200 shares at or above 2.0%
Potential Holder E Wants to buy 300 shares Places order to
buy 300 shares at or above 1.9%
Potential Holder F Wants to buy 200 shares Places order to buy 200
shares at or above 2.1%
The lowest dividend rate that will result in all 1,000 AMPS continuing to
be held is 2.0% (the offer by D). Therefore, the dividend rate will be 2.0%.
Current holders B and C will continue to own their shares. Current holder A will
sell its shares because A's dividend rate bid was higher than the dividend rate.
Potential holder D will buy 200 shares and potential holder E will buy 300
shares because their bid rates were at or below the dividend rate. Potential
holder F will not buy any shares because its bid rate was above the dividend
rate.
The dividend rates used in the example above are hypothetical, and are not
necessarily indicative of the rates that may be payable on the AMPS at any given
time.
For further description of the auction procedures, please see Article
Twelve of the Amended and Restated Bylaws, which is attached as Appendix D to
the Statement of Additional Information.
SECONDARY MARKET TRADING AND TRANSFER OF AMPS
The Underwriters are not required to make a market in the AMPS. The
Broker-Dealers (including the Underwriters) may maintain a secondary trading
market for the AMPS outside of auctions, but they are not required to do so.
There can be no assurance that a secondary trading market for AMPS will develop
or, if it does develop, that it will provide holders of AMPS with liquidity of
investment. AMPS will not be registered on any stock exchange or on the NASDAQ
market. Investors who purchase AMPS in an auction (particularly if the Fund
51
has declared a special rate period) should note that, because the dividend rate
on such shares will be fixed for the length of that rate period, the value of
such shares may fluctuate in response to the changes in interest rates, and may
be more or less than their original cost if sold on the open market in advance
of the next auction thereof, depending on market conditions.
You may sell, transfer, or otherwise dispose of AMPS only in whole shares
and only:
- pursuant to a bid or sell order placed with the auction agent in
accordance with the auction procedures;
- to a Broker-Dealer; or
- to such other persons as may be permitted by the Fund; provided,
however, that (x) if you hold your AMPS in the name of a
Broker-Dealer, a sale or transfer of your AMPS to that Broker-Dealer,
or to another customer of that Broker-Dealer, will not be considered a
sale or transfer for purposes of the foregoing limitation if that
Broker-Dealer remains the existing holder of the AMPS immediately
after the transaction; and (y) in the case of all transfers, other
than through an auction, the Broker-Dealer (or other person, if the
Fund permits) receiving the transfer will advise the auction agent of
the transfer.
NET ASSET VALUE
Net asset value per common share will be determined for the Fund as of the
close of regular trading on the New York Stock Exchange on each day the New York
Stock Exchange is open. In the event that it is not practicable to calculate the
Fund's net asset value on any business day for which a calculation is required,
the Fund's net asset value for that day may be calculated subsequently. The New
York Stock Exchange is normally closed on all national holidays and Good Friday.
To calculate the Fund's net asset value per common share, the Fund's assets are
valued and totaled, liabilities are subtracted, and the resulting net assets are
divided by the number of common shares outstanding.
Portfolio securities and other assets for which market quotations are
readily available are valued at current market value as determined by pricing
services, broker-dealer quotations or other approved methods. Securities with
remaining maturities of 60 days or less are generally valued at amortized cost.
Unless certain unusual circumstances occur (including those described in the
following paragraph), fixed income securities for which daily market quotations
are not readily available will, to the extent appropriate under the
circumstances, be valued with reference to fixed income securities whose prices
are more readily available and whose durations are comparable to those of the
securities being valued.
Other assets and securities for which no quotations are readily available
are valued at fair value as determined in good faith by the Trustees or persons
acting at their direction. Because of time zone differences, non-U.S. exchanges
and securities markets will usually be closed prior to the time of the closing
of the New York Stock Exchange. The principal markets for fixed income
securities also generally close prior to the close of the New York Stock
Exchange. Consequently, values of non-U.S. investments and fixed income
securities will be determined as of the earlier closing of such exchanges and
markets. However, events affecting the values of such non-U.S. investments and
fixed income securities may occasionally occur between the earlier closings of
such exchanges and markets and the closing of the New York Stock Exchange that
will not be reflected in the computation of the net asset value. If an event
that is likely materially to affect the value of such investments occurs during
such period, then such investments will be valued at fair value as determined in
good faith by the Trustees or persons acting at their direction.
DESCRIPTION OF CAPITAL STRUCTURE
The Fund is an unincorporated business trust established under the laws of
The Commonwealth of Massachusetts by the Declaration. The Declaration provides
that the Trustees of the Fund may authorize separate
52
classes of shares of beneficial interest. The Declaration authorizes an
unlimited number of common shares of beneficial interest, and the Trustees have
authorized 17,200 preferred shares of beneficial interest. Preferred shares
(such as the AMPS) may be issued in one or more series, with such par value and
with such rights as determined by the Board of Trustees, by action of the Board
of Trustees without the approval of the Common Shareholders. For a description
of the AMPS, see "Description of AMPS." The following table shows the number of
(i) shares authorized and (ii) shares outstanding, for each class of authorized
securities of the Fund as of April 16, 2004.
NUMBER NUMBER HELD BY OR FOR NUMBER
TITLE OF CLASS AUTHORIZED THE ACCOUNT OF THE FUND OUTSTANDING
-------------- ---------- ----------------------- -----------
Common Shares Unlimited 0 61,081,981
AMPS
Series M AMPS 3,280 0 0
Series T AMPS 3,280 0 0
Series W AMPS 3,280 0 0
Series TH AMPS 3,280 0 0
Series F AMPS 3,280 0 0
Common Shareholders are entitled to share equally in dividends declared by
the Board of Trustees payable to Common Shareholders and in the net assets of
the Fund available for distribution to Common Shareholders after payment of the
preferential amounts payable to holders of any outstanding preferred shares of
beneficial interest. Neither Common Shareholders nor holders of preferred shares
have conversion rights or the right to cause the Fund to redeem their shares.
Upon liquidation of the Fund, after paying or adequately providing for the
payment of all liabilities of the Fund and the liquidation preference with
respect to any outstanding preferred shares, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining assets of the Fund among
the Common Shareholders.
Pursuant to the Fund's Dividend Reinvestment Plan, any Common Shareholder
whose shares are registered in its own name will have all dividends, including
any capital gain dividends, reinvested automatically in additional common shares
by Equiserve Trust Company, N.A. as agent for the Common Shareholders, unless
the Common Shareholder elects to receive cash. The Fund and Equiserve Trust
Company, N.A. reserve the right to amend or terminate the Dividend Reinvestment
Plan.
Common Shareholders will vote with the holders of any outstanding AMPS or
other preferred shares on each matter submitted to a vote of Common
Shareholders, except as described under "Description of AMPS--Voting Rights" and
except as otherwise required by the Declaration, the Bylaws or applicable law.
Shareholders of each class or series are entitled to one vote for each
share held. Except as provided under "Description of AMPS--Voting Rights" and
except as otherwise required by the Declaration, the Bylaws or applicable law,
holders of preferred shares, including AMPS (voting as a separate class) are
entitled to elect two Trustees, and the remaining Trustees will be elected by
holders of common shares and preferred shares, voting as a single class.
So long as any AMPS or any other preferred shares are outstanding, Common
Shareholders will not be entitled to receive any dividends or other
distributions from the Fund, unless at the time of such declaration (1) all
accrued dividends on AMPS have been paid and (2) the value of the Fund's total
assets (determined after deducting the amount of such dividend or other
distribution), less all liabilities and indebtedness of the Fund not represented
by "senior securities" (as defined in the 1940 Act), is at least 300% of the
aggregate amount of senior securities representing indebtedness (to the extent
any such senior securities are outstanding) and at least 200% of the aggregate
amount of any senior securities representing indebtedness plus the aggregate
liquidation value of the outstanding preferred shares (expected to equal the
aggregate original purchase price of the outstanding
53
preferred shares plus any accrued and unpaid dividends thereon, whether or not
earned or declared and on a cumulative basis). In addition to the requirements
of the 1940 Act, the Fund is required to comply with other asset coverage
requirements as a condition of the Fund obtaining a rating of the AMPS from
rating agencies. These requirements include an asset coverage test more
stringent than under the 1940 Act. See "Description of AMPS--Dividends and Rate
Periods--Restrictions on Dividends and Other Distributions."
The Fund will send unaudited reports at least semi-annually and audited
financial statements annually to all of its shareholders.
Common shares of the Fund commenced trading on the New York Stock Exchange
on February 25, 2004. On April 16, 2004, the net asset value per common share
was $14.09, and the closing price per common share on the New York Stock
Exchange was $14.90.
OTHER ISSUES RELATING TO THE AMPS
Under the 1940 Act, the Fund is permitted to have outstanding more than one
series of preferred shares of beneficial interest as long as no single series
has priority over another series as to the distribution of assets of the Fund or
the payment of dividends. Neither Common Shareholders nor holders of preferred
shares have pre-emptive rights to purchase any AMPS or any other preferred
shares that the Fund may issue.
ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION OF TRUST
The Declaration includes provisions that could limit the ability of other
entities or persons to acquire control of the Fund or to convert the Fund to
open-end status. The Fund's Trustees are divided into three classes. At each
annual meeting of shareholders, the term of one class will expire, and each
Trustee elected to that class will hold office for a term of three years. The
classification of the Board of Trustees in this manner could delay for an
additional year the replacement of a majority of the Board of Trustees. In
addition, subject to any voting powers of Common Shareholders or holders of
preferred shares, the Declaration provides that a Trustee may be removed only
for cause and only (1) by action of at least seventy-five percent (75%) of the
outstanding shares of the classes or series of shares entitled to vote for the
election of such Trustee, at a meeting called for the purpose, or (2) by at
least seventy-five percent (75%) of the remaining Trustees.
As described below, the Declaration grants special approval rights with
respect to certain matters to members of the Board who qualify as "Continuing
Trustees," which term means a Trustee who either (1) has been a member of the
Board for a period of at least thirty-six months (or since immediately after the
initial registered public offering of the Fund's common shares, if less than
thirty-six months); (2) was nominated to serve as a member of the Board of
Trustees by a majority of the Continuing Trustees then members of the Board; or
(3) prior to the sale of the common shares pursuant to an initial public
offering only, serves as a Trustee.
The Declaration requires the affirmative vote or consent of at least
seventy-five percent (75%) of the Board of Trustees and holders of at least
seventy-five percent (75%) of the Fund's shares (including common and preferred
shares) to authorize certain Fund transactions not in the ordinary course of
business, including a merger or consolidation or sale or transfer of Fund
assets, unless the transaction is authorized by both a majority of the Trustees
and seventy-five percent (75%) of the Continuing Trustees (in which case
shareholder authorization would not be required by the Declaration, but might be
required in certain cases under the 1940 Act). The Declaration also requires the
affirmative vote or consent of holders of at least seventy-five percent (75%) of
each class of the Fund's shares entitled to vote on the matter to authorize a
conversion of the Fund from a closed-end to an open-end investment company,
unless the conversion is authorized by both a majority of the Trustees and
seventy-five percent (75%) of the Continuing Trustees (in which case
shareholders would have only the minimum voting rights required by the 1940 Act
with respect to the conversion). In addition, the Declaration provides that the
Fund may be terminated at any time by vote or consent of at least seventy-five
percent (75%) of the Fund's
54
shares or, alternatively, by vote or consent of both a majority of the Trustees
and seventy-five percent (75%) of the Continuing Trustees. The Declaration also
requires the approval of both a majority of the Trustees and seventy-five
percent (75%) of the Continuing Trustees for certain extraordinary distributions
from the Fund to shareholders. See "Anti-Takeover and Other Provisions in the
Declaration of Trust" in the Statement of Additional Information for a more
detailed summary of these provisions.
The Trustees may from time to time grant other voting rights to
shareholders with respect to these and other matters in the Fund's Bylaws.
The overall effect of these provisions is to render more difficult the
accomplishment of a merger or the assumption of control by a third party. They
provide, however, the advantage of potentially requiring persons seeking control
of the Fund to negotiate with its management regarding the price to be paid and
facilitating the continuity of the Fund's investment objectives and policies.
The provisions of the Declaration described above could have the effect of
discouraging a third party from seeking to obtain control of the Fund in a
tender offer or similar transaction. The Board of Trustees has considered the
foregoing anti-takeover provisions and concluded that they are in the best
interests of the Fund.
The foregoing is intended only as a summary and is qualified in its
entirety by reference to the full text of the Declaration and the Fund's Bylaws,
both of which are on file with the Securities and Exchange Commission.
Under Massachusetts law, shareholders could, in certain circumstances, be
held personally liable for the obligations of the Fund. However, the Declaration
contains an express disclaimer of shareholder liability for debts or obligations
of the Fund and requires that notice of such limited liability be given in each
agreement, obligation or instrument entered into or executed by the Fund or the
Trustees. The Declaration further provides for indemnification out of the assets
and property of the Fund for all loss and expense of any shareholder held
personally liable for the obligations of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund would be unable to meet its
obligations. The Fund believes that the likelihood of such circumstances is
remote.
REPURCHASE OF FUND SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders
will not have the right to cause the Fund to redeem their shares. Common shares
of a closed-end investment company frequently trade at prices lower than net
asset value. The Fund's Board of Trustees will regularly monitor the
relationship between the market price and net asset value of the common shares.
If the Fund converted to an open-end company, it would be required to
redeem all preferred shares (including the AMPS) then outstanding (requiring in
turn that it liquidate a portion of its investment portfolio), and the common
shares would likely no longer be listed on the New York Stock Exchange. In
contrast to a closed-end investment company, shareholders of an open-end
investment company may require the company to redeem their shares at any time
(except in certain circumstances as authorized by or under the 1940 Act) at
their net asset value, less any redemption charge that is in effect at the time
of redemption. The Fund expects that it would pay all such redemption requests
in cash, but reserves the right to pay redemption requests in securities or
through a combination of cash and securities. If such full or partial payment in
securities were made, investors may incur brokerage costs in converting such
securities to cash. The Fund reserves the right to impose a sales load on its
shares if it converts into an open-end investment company. If the Fund converted
into an open-end company, the differences in risks and operational requirements
between closed-end and open-end investment companies could affect the Fund's
ability to achieve its investment objectives. Conversion to an open-end
investment company would also require a shareholder vote under certain
circumstances. See "Anti-Takeover and Other Provisions in the Declaration of
Trust."
55
Before deciding whether to take any action if the common shares trade below
net asset value, the Board would consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio, the
impact of any action that might be taken on the Fund or its shareholders, and
market considerations. Based on these considerations, even if the Fund's common
shares should trade at a substantial discount for an extended period of time,
the Board of Trustees may determine that, in the interest of the Fund and its
shareholders, no action should be taken. See the Statement of Additional
Information under "Repurchase of Common Shares; Conversion to Open-End Fund" for
a further discussion of possible action to reduce or eliminate such discount to
net asset value.
TAX MATTERS
The following federal income tax discussion is based on the advice of Ropes
& Gray LLP, counsel to the Fund, and reflects provisions of the Code, existing
Treasury regulations, rulings published by the IRS, and other applicable
authority, as of the date of this prospectus. These authorities are subject to
change by legislative or administrative action, possibly with retroactive
effect. The following discussion is only a summary of some of the important tax
considerations generally applicable to investments in the Fund. For more
detailed information regarding tax considerations, see the Statement of
Additional Information. There may be other tax considerations applicable to
particular investors. In addition, income earned through an investment in the
Fund may be subject to state, local and foreign taxes.
The Fund intends to qualify each year for taxation as a regulated
investment company eligible for treatment under the provisions of Subchapter M
of the Code. If the Fund so qualifies and satisfies certain distribution
requirements, the Fund will not be subject to federal income tax on income
distributed in a timely manner to its shareholders in the form of dividends or
capital gain distributions.
In order for any portion of any distributions to holders of AMPS to be
eligible to be treated as capital gain dividends, the AMPS must be treated as
equity for federal income tax purposes. Based in part on certain representations
made by the Fund to Ropes & Gray LLP relating to the lack of any present
intention to redeem or purchase AMPS at any time in the future, it is the
opinion of Ropes & Gray LLP that the AMPS will constitute equity for federal
income tax purposes. This opinion relies in part on a published ruling of the
IRS stating that certain auction rate preferred stock similar in many material
respects to the AMPS represents equity. The opinion of Ropes & Gray LLP
represents only its best legal judgment and is not binding on the IRS or the
courts. If the IRS were to assert successfully that variable rate preferred
stock such as the AMPS should be treated as debt for federal income tax
purposes, all distributions on AMPS, including distributions designated by the
Fund as capital gain dividends, would be taxable as ordinary income. Ropes &
Gray LLP has advised the Fund that, should the IRS pursue in court the position
that the AMPS should be treated as debt for federal income tax purposes, the IRS
would be unlikely to prevail.
To satisfy the distribution requirement applicable to regulated investment
companies, amounts paid as dividends by the Fund to its shareholders, including
holders of its preferred shares, must qualify for the dividends-paid deduction.
If the Fund realizes a long-term capital gain, it will be required to allocate
such gain between and among its common shares and any series of outstanding
preferred shares of beneficial interest (including AMPS) issued by the Fund in
proportion to the total dividends paid to each class during the year in which
the income is realized. In certain circumstances, the IRS could take the
position that dividends paid on the preferred shares constitute preferential
dividends under Section 562(c) of the Code, and thus do not qualify for the
dividends-paid deduction. The Fund believes this position, if asserted, would be
unlikely to prevail.
If at any time when preferred shares are outstanding the Fund does not meet
applicable asset coverage requirements, it will be required to suspend
distributions to Common Shareholders until the requisite asset coverage is
restored. Any such suspension may cause the Fund to pay a 4% federal excise tax
(imposed on regulated investment companies that fail to distribute for a given
calendar year, generally, at least 98% of their net
56
investment income and capital gain net income) and income tax on undistributed
income or gains, and may, in certain circumstances, prevent the Fund from
qualifying for treatment as a regulated investment company. The Fund may redeem
or purchase preferred shares in an effort to comply with the distribution
requirement applicable to regulated investment companies and to avoid income and
excise taxes. The Fund may have to dispose of portfolio securities to generate
cash for such redemptions, which may result in transaction expenses and gain at
the Fund level and in further distributions.
The Fund's investments in certain debt obligations (including U.S. TIPS)
may cause the Fund to recognize taxable income in excess of the cash generated
by such obligations. Thus, the 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 and to eliminate any federal income tax
liability under the Code.
The Fund may at times buy investments at a discount from the price at which
they were originally issued, especially during periods of rising interest rates.
For federal income tax purposes, some or all of this market discount will be
included in the Fund's ordinary income and will be taxable to shareholders as
such when it is distributed.
For federal income tax purposes, distributions of investment income are
generally taxable as ordinary income. Whether distributions of capital gains are
taxed as ordinary income or capital gains is determined by how long the Fund
owned the investments that generated such capital gains, rather than how long a
shareholder has owned his or her shares. Distributions of net gains from the
sale of investments that the Fund owned for more than one year and that are
properly designated by the Fund as capital gain dividends will be taxable as
long-term capital gains. Distributions of gains from the sale of investments
that the Fund owned for one year or less will be taxable as ordinary income. For
taxable years beginning on or before December 31, 2008, distributions of
investment income designated by the Fund as derived from "qualified dividend
income" will be taxed in the hands of individuals at the rates applicable to
long-term capital gain, provided holding period and other requirements are met
at both the shareholder and Fund levels. The Fund does not expect a significant
portion of Fund distributions to be derived from qualified dividend income. Any
gain resulting from the sale or exchange of Fund shares generally will be
taxable as capital gains.
Long-term capital gain rates applicable to individuals have been
temporarily reduced--in general, to 15% with lower rates applying to taxpayers
in the 10% and 15% rate brackets--for taxable years beginning on or before
December 31, 2008.
The Fund's transactions in options, futures contracts, hedging
transactions, forward contracts, swap agreements, straddles and foreign
currencies will be subject to special tax rules (including mark-to-market,
constructive sale, straddle, wash sale and short sale rules), the effect of
which may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods, of the Fund's securities, convert long-term
capital gains into short-term capital gains and convert short-term capital
losses into long-term capital losses. These rules could therefore affect the
amount, timing and character of distributions to shareholders.
The Fund generally is required to withhold and remit to the U.S. Treasury a
percentage of the taxable dividends and other distributions paid to any
shareholder who fails to properly furnish the Fund with a correct taxpayer
identification number, who has under-reported dividend or interest income,
or who fails to certify to the Fund that he or she is not subject to such
withholding. The backup withholding tax rate is 28% for amounts paid through
2010. The backup withholding rate will be 31% for amounts paid after December
31, 2010. In order for a foreign investor to qualify for exemption from the
back-up withholding-tax rates and for reduced withholding tax rates under income
tax treaties, the foreign investor must comply with special certification and
filing requirements. Foreign investors in the Fund should consult their tax
advisers in this regard. Please see "Tax Matters" in the Statement of Additional
Information for additional information about backup withholding tax rates.
57
If, in connection with the designation of a special rate period, (i) the
Fund provides in a notice of special rate period that the Fund may redeem all or
part of a series of AMPS and that upon such redemption the holders of that
series of AMPS may receive a premium in addition to receipt of a redemption
price per share equal to the sum of $25,000 plus an amount equal to the
accumulated but unpaid dividends thereon during the whole or any part of the
special rate period, (ii) based on all the facts and circumstances at the time
of the designation of the special rate period the Fund is more likely than not
to redeem such series of AMPS during the special rate period, and (iii) the
premium to be paid upon redemption during such special rate period exceeds a
specified de minimis amount, it is possible that the holders of such series will
be required to accrue the premium as a dividend (to the extent of the Fund's
earnings and profits).
This section relates only to federal income tax consequences of investing
in the Fund; the consequences under other tax laws may differ. You should
consult your tax adviser as to the possible application of foreign, state and
local income tax laws to Fund dividends and capital distributions. Please see
"Tax Matters" in the Statement of Additional Information for additional
information regarding the tax aspects of investing in the Fund.
58
UNDERWRITING
Subject to the terms and conditions stated in a purchase agreement dated
, 2004, each Underwriter has agreed to purchase, and the Fund has
agreed to sell to such Underwriter, the number of AMPS set forth opposite the
name of such Underwriter.
NUMBER OF AMPS
-------------------------------------------------------
UNDERWRITER SERIES M SERIES T SERIES W SERIES TH SERIES F
----------- -------- -------- -------- --------- --------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Legg Mason Wood Walker, Incorporated
A.G. Edwards & Sons, Inc.
-------- -------- -------- --------- --------
Total 3,280 3,280 3,280 3,280 3,280
======== ======== ======== ========= ========
The purchase agreement provides that the obligations of the Underwriters to
purchase the shares included in this offering are subject to the approval of
certain legal matters by counsel and to other conditions, including without
limitation the receipt by the Underwriters of customary closing certificates,
opinions and other documents and the receipt by the Fund of "Aaa" and "AAA"
ratings on the AMPS by Moody's and Fitch, respectively, as of the time of the
offering. The Underwriters are obligated to purchase all the AMPS if they
purchase any of the AMPS. In the purchase agreement, the Fund, the Investment
Advisor and Western Asset have agreed to indemnify the Underwriters against
certain liabilities, including liabilities arising under the Securities Act of
1933, as amended, or to contribute payments the Underwriters may be required to
make for any of those liabilities.
The Underwriters propose to initially offer some of the AMPS directly to
the public at the public offering price set forth on the cover page of this
prospectus and some of the AMPS to certain dealers at the public offering price
less a concession not in excess of $ per share. The sales load the Fund will pay
of $250 per share is equal to 1% of the initial offering price of the AMPS.
After the initial public offering, the Underwriters may change the public
offering price and the concession. Investors must pay for any AMPS purchased on
or before , 2004.
The Fund anticipates that the Underwriters may from time to time act as
brokers or dealers in executing the Fund's portfolio transactions after they
have ceased to be Underwriters. The Underwriters are active underwriters of, and
dealers in, securities and act as market makers in a number of such securities,
and therefore can be expected to engage in portfolio transactions with, and
perform services for, the Fund.
The Fund anticipates that the Underwriters or their respective affiliates
may, from time to time, act in auctions as broker-dealers and receive fees as
set forth under "The Auction" and in the Statement of Additional Information.
The principal business address of Merrill Lynch is 4 World Financial
Center, New York, New York 10080. The principal business address of Legg Mason
Wood Walker, Incorporated is 100 Light Street, Baltimore, Maryland 21202. The
principal business address of A.G. Edwards & Sons, Inc. is 1 North Jefferson
Avenue, St. Louis, Missouri 63103.
The settlement date for the purchase of the AMPS will be , 2004,
as agreed upon by the Underwriters, the Fund, the Investment Advisor and the
Investment Manager pursuant to Rule 15c6-1 under the Securities Exchange Act of
1934.
59
CUSTODIAN AND TRANSFER AGENT; AUCTION AGENT
The custodian of the assets of the Fund is State Street Bank & Trust
Company, 150 Newport Avenue AFB/4N, North Quincy, Massachusetts 02171. The
custodian performs custodial and certain fund accounting services.
The Bank of New York serves as the auction agent, transfer agent,
registrar, divided paying agent and redemption agent for the AMPS.
EquiServe, 150 Royall Street, Canton, Massachusetts 02021, serves as the
Fund's transfer agent, registrar, and dividend disbursing agent for the Fund's
common shares, as well as agent for the Fund's Dividend Reinvestment Plan for
common shares.
LEGAL MATTERS
Certain legal matters in connection with the AMPS offered hereby will be
passed upon for the Fund by Ropes & Gray LLP, New York, New York, and for the
underwriters by Clifford Chance US LLP, New York, New York. Clifford Chance US
LLP may rely as to certain matters of Massachusetts law on the opinion of Ropes
& Gray LLP.
AVAILABLE INFORMATION
The Fund is subject to certain informational requirements under the federal
securities laws and in accordance therewith is required to file reports, proxy
statements and other information with the United States Securities and Exchange
Commission (the "SEC"). Any such reports, proxy statements and other information
can be inspected and copied at the public reference facilities of the SEC,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information concerning the Fund can also be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Additional information regarding the Fund and the AMPS is contained in the
Registration Statement on Form N-2, including amendments, exhibits and schedules
thereto, relating to such shares filed by the Fund with the SEC. This prospectus
does not contain all of the information set forth in the Registration Statement,
including any amendments, exhibits and schedules thereto. For further
information with respect to the Fund and the shares offered hereby, reference is
made to the Registration Statement. Statements contained in this prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.
A copy of the Registration Statement may be inspected without charge at the
SEC's principal office in Washington, D.C., and copies of all or any part
thereof may be obtained from the SEC upon the payment of certain fees prescribed
by the SEC. The SEC maintains a web site (http://www.sec.gov) that contains the
Registration Statement, other documents incorporated by reference, and other
information the Fund has filed electronically with the SEC, including proxy
statements and reports filed under the Securities Exchange Act of 1934.
60
TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION
PAGE
----
Use of Proceeds 1
Investment Objectives and Policies 1
Investment Restrictions 40
Management of the Fund 44
Investment Advisor, Investment Manager and Administrator 54
Portfolio Transactions 59
Distributions 60
Description of Shares 61
Additional Information Concerning the Auctions for AMPS 62
Anti-Takeover and Other Provisions in the Declaration of Trust 64
Repurchase of Common Shares; Conversion to Open-End Fund 66
Tax Matters 68
Performance-Related, Comparative and Other Information 75
Proxy Voting Policies and Procedures 76
Custodian, Transfer Agent and Dividend Paying Agent 76
Independent Accountants 77
Counsel 77
Registration Statement 77
Financial Statements 77
Appendix A--Description of Securities Ratings A-1
Appendix B--Proxy Voting Policies and Procedures B-1
Appendix C--Procedures for Shareholders to Submit Nominee Candidates C-1
Appendix D--Article 12 of the Amended and Restated Bylaws D-1
61
================================================================================
[Western Logo] [Claymore Logo]
$410,000,000
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION
PROTECTED SECURITIES FUND 2
TAXABLE AUCTION MARKET PREFERRED SHARES ("AMPS")
3,280 SHARES, SERIES M
3,280 SHARES, SERIES T
3,280 SHARES, SERIES W
3,280 SHARES, SERIES TH
3,280 SHARES, SERIES F
LIQUIDATION PREFERENCE $25,000 PER SHARE
----------
PROSPECTUS
----------
MERRILL LYNCH & CO.
LEGG MASON WOOD WALKER
INCORPORATED
A.G. EDWARDS & SONS
, 2004
================================================================================
The information in this Statement of Additional Information is not complete
and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION -- DATED MAY 5, 2004
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
STATEMENT OF ADDITIONAL INFORMATION
__________, 2004
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
(the "Fund") is a recently organized, diversified, closed-end management
investment company.
This Statement of Additional Information relating to the Series M Taxable
Auction Market Preferred Shares, Series T Taxable Auction Market Preferred
Shares, Series W Taxable Auction Market Preferred Shares, Series TH Taxable
Auction Market Preferred Shares and Series F Taxable Auction Market Preferred
Shares of the Fund (collectively, the "AMPS") is not a prospectus, and should be
read in conjunction with the Fund's prospectus relating thereto dated
__________, 2004 (the "Prospectus"). This Statement of Additional Information
does not include all information that a prospective investor should consider
before purchasing AMPS, and investors should obtain and read the Prospectus
prior to purchasing such shares. A copy of the Prospectus may be obtained
without charge by calling 1-800-345-7999. You may also obtain a copy of the
Prospectus on the web site (http://www.sec.gov) of the Securities and Exchange
Commission (the "SEC"). Capitalized terms used but not defined in this Statement
of Additional Information have the meanings ascribed to them in the Prospectus.
TABLE OF CONTENTS
PAGE
----
USE OF PROCEEDS 1
INVESTMENT OBJECTIVES AND POLICIES 1
INVESTMENT RESTRICTIONS 40
MANAGEMENT OF THE FUND 44
INVESTMENT ADVISOR, INVESTMENT MANAGER AND ADMINISTRATOR 54
PORTFOLIO TRANSACTIONS 59
DISTRIBUTIONS 60
DESCRIPTION OF SHARES 61
ADDITIONAL INFORMATION CONCERNING THE AUCTIONS FOR AMPS 62
ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION OF TRUST 63
REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND 66
TAX MATTERS 68
PERFORMANCE-RELATED, COMPARATIVE AND OTHER INFORMATION 75
PROXY VOTING POLICIES AND PROCEDURES 76
CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT 76
INDEPENDENT ACCOUNTANTS 76
COUNSEL 76
REGISTRATION STATEMENT 77
FINANCIAL STATEMENTS 77
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS A-1
APPENDIX B - PROXY VOTING POLICIES AND PROCEDURES B-1
APPENDIX C - PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES C-1
APPENDIX D - ARTICLE 12 OF THE AMENDED AND RESTATED BYLAWS D-1
2
USE OF PROCEEDS
The net proceeds of the offering of AMPS of the Fund will be approximately
$405,398,053 after payment of the offering costs and sales load.
The Fund will invest the net proceeds of the offering in accordance with
the Fund's investment objectives and policies as stated below and in the
Prospectus. It is presently anticipated that the Fund will use the net proceeds
of the offering to purchase U.S. Treasury Inflation Protected Securities ("U.S.
TIPS") and other investments that meet the Fund's investment objectives and
policies and/or to repay certain currently outstanding reverse repurchase
agreements or other leverage. Pending such use, it is anticipated that the net
proceeds of the offering will be invested in short-term investment grade
securities.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and general investment policies of the Fund are
described in the Prospectus. Additional information concerning the
characteristics of certain of the Fund's investments is set forth below.
INFLATION-INDEXED BONDS
Under normal market conditions, the Fund will invest at least 80% of its total
managed assets in U.S. TIPS. U.S. TIPS are fixed income 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, calculated
with a three-month lag). The Consumer Price Index for All Urban Consumers
("CPI-U") calculated by the U.S. Department of Treasury for the first day of
each calendar month is the CPI-U for the third preceding calendar month. For
example, the CPI-U used for April 1 in any year is the CPI-U 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-U for the first day of the month and the CPI-U on the first day of the
next month.
The U.S. Treasury currently issues U.S. TIPS in only ten-year maturities,
although it is possible that U.S. TIPS with other maturities will be issued in
the future. U.S. TIPS have previously been issued with maturities of five, ten
and thirty years. 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. Repayment of the original bond principal
upon maturity (as adjusted for inflation) is guaranteed even during a period of
deflation. However, because the principal amount of U.S. TIPS 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. In addition, the
current market value of the bonds is not guaranteed, and will fluctuate. If the
Fund purchases U.S. TIPS in the secondary market 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 the Fund holds a U.S. TIPS, the Fund may earn less on
the security than on a conventional bond. For more information about certain
risks relating to investments in U.S. TIPS, see "Risks--General Risks of
Investing in the Fund--Risks Relating to U.S. TIPS" in the Fund's Prospectus.
The Fund may invest in inflation-indexed securities with other structures or
characteristics as such securities become available in the market. Most other
issuers, including non-U.S. governments, their agencies or instrumentalities,
and corporations, currently pay out the Consumer Price Index accruals as part of
a semi-annual coupon. It is currently expected that other types of
inflation-indexed securities would have characteristics similar to those
described above.
In order to satisfy a requirement for qualification as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"), an investment company, such as the Fund, must distribute each year at
least 90% of its net investment income, including the original issue discount
accrued on U.S. inflation-indexed bonds. For federal income tax purposes, any
increase in the principal amount of an inflation-indexed bond will be original
issue discount which is taxable as ordinary income in the year accrued, even
though investors do not receive their principal, including any increases
thereto, until maturity. See "Tax Matters--Original Issue Discount and
Payment-in-Kind Securities" below. Because the Fund will not, on a current
basis, receive cash payments from the issuer of these securities in respect of
accrued original issue discount, in some years the Fund may have to distribute
cash obtained from selling other portfolio holdings of the Fund. In some
circumstances, such sales might be necessary in order to satisfy cash
distribution requirements even though investment considerations might otherwise
make it undesirable for the Fund to sell securities at such time. Under many
market conditions,
3
investments in U.S. inflation-indexed bonds may be illiquid, making it difficult
for the Fund to dispose of them or determine their current value.
CORPORATE BONDS
The Fund may invest in a wide variety of U.S. dollar-denominated debt
obligations of varying maturities issued by U.S. and foreign corporations
(including banks) and other business entities. Bonds are fixed or variable rate
debt obligations, including bills, notes, debentures and similar instruments and
securities. Bonds generally are used by corporations and other issuers to borrow
money from investors. The issuer pays the investor a fixed or variable rate of
interest and normally must repay the amount borrowed on or before maturity.
Certain bonds are "perpetual" in that they have no maturity date. The Fund may
invest up to 20% of its total managed assets in bonds or other instruments that
are below investment grade quality (as defined in the Prospectus) at the time of
purchase. See "-Lower Grade Securities ("Junk Bonds")" below.
The Fund's investments in corporate bonds are subject to a number of risks
described in the Prospectus and elaborated upon elsewhere in this Statement of
Additional Information and the Prospectus, including interest rate risk, credit
risk, lower grade and unrated securities risk, issuer risk, smaller company
risk, foreign risk, inflation risk and management risk.
COMMERCIAL PAPER
Commercial paper represents short-term unsecured promissory notes issued in
bearer form by corporations such as banks or bank holding companies and finance
companies. The Fund may invest in commercial paper of any credit quality
consistent with the Fund's investment objectives and policies, including unrated
commercial paper for which Western Asset Management Company ("Western Asset"),
the Fund's investment manager, has made a credit quality assessment. See
Appendix A to this Statement of Additional Information for a description of the
ratings assigned by Moody's Investor Services, Inc. ("Moody's"), Standard &
Poor's Rating Services ("S&P") and Fitch Ratings ("Fitch") to commercial paper.
The rate of return on commercial paper may be linked or indexed to the level of
exchange rates between the U.S. dollar and a foreign currency or currencies.
PREFERRED STOCK
Preferred stock represents an equity interest in a company that generally
entitles the holder to receive, in preference to the holders of other stocks
such as common stocks, dividends and a fixed share of the proceeds resulting
from a liquidation of the company. Some preferred stocks also entitle their
holders to receive additional liquidation proceeds on the same basis as holders
of a company's common stock, and thus also represent an ownership interest in
that company. As described below, the Fund may invest in preferred stocks that
pay fixed or adjustable rates of return. The value of a company's preferred
stock may fall as a result of factors relating directly to that company's
products or services. A preferred stock's value may also fall because of factors
affecting not just the company, but companies in the same industry or in a
number of different industries, such as increases in production costs. The value
of preferred stock may also be affected by changes in financial markets that are
relatively unrelated to the company or its industry, such as changes in interest
rates or currency exchange rates. In addition, a company's preferred
stockholders are generally paid dividends and liquidation proceeds only after
the company makes required payments to holders of its bonds and other debt. For
this reason, the value of the preferred stock will usually react more strongly
than bonds and other debt to actual or perceived changes in the company's
financial condition or prospects. Preferred stocks of smaller companies may be
more vulnerable to adverse developments than those of larger companies.
FIXED RATE PREFERRED STOCKS. Some fixed rate preferred stocks in which the
Fund may invest, known as perpetual preferred stocks, offer a fixed return with
no maturity date. Because they never mature, perpetual preferred stocks act like
long-term bonds and can be more volatile than other types of preferred stocks
that have a maturity date and may have heightened sensitivity to changes in
interest rates. The Fund may also invest in sinking fund preferred stocks. These
preferred stocks also offer a fixed return, but have a maturity date and are
retired or redeemed on a predetermined schedule. The shorter duration of sinking
fund preferred stocks makes them perform somewhat like intermediate-term bonds
and they typically have lower yields than perpetual preferred stocks. The Fund
may also invest in fixed rate preferred stocks other than perpetual preferred
stocks and sinking fund preferred stocks.
ADJUSTABLE RATE AND AUCTION PREFERRED STOCKS. Typically, the dividend rate
on an adjustable rate preferred
4
stock is determined prospectively each quarter by applying an adjustment formula
established at the time of issuance of the stock. Although adjustment formulas
vary among issues, they typically involve a fixed premium or discount relative
to rates on specified debt securities issued by the U.S. Treasury. Typically, an
adjustment formula will provide for a fixed premium or discount adjustment
relative to the highest base yield of three specified U.S. Treasury securities:
the 90-day Treasury bill, the 10-year Treasury note and the 20-year Treasury
bond. The premium or discount adjustment to be added to or subtracted from this
highest U.S. Treasury base rate yield is fixed at the time of issue and cannot
be changed without the approval of the holders of the stock. The dividend rate
on other preferred stocks in which the Fund may invest, commonly known as
auction preferred stocks, is adjusted at intervals that may be more frequent
than quarterly, such as every 49 days, based on bids submitted by holders and
prospective purchasers of such stocks and may be subject to stated maximum and
minimum dividend rates. The issues of most adjustable rate and auction preferred
stocks currently outstanding are perpetual, but are redeemable after a specified
date at the option of the issuer. Certain issues supported by the credit of a
high-rated financial institution provide usually for mandatory redemption prior
to expiration of the credit arrangement. In addition, no redemption can usually
occur if full cumulative dividends are not paid. Although the dividend rates on
adjustable and auction preferred stocks are generally adjusted or reset
frequently, the market values of these preferred stocks may still fluctuate in
response to changes in interest rates. Market values of adjustable preferred
stocks also may substantially fluctuate if interest rates increase or decrease
once the maximum or minimum dividend rate for a particular stock is approached.
EQUITY SECURITIES
The Fund may directly or indirectly invest its assets in equity securities.
Among other risks, prices of equity securities generally fluctuate more than
those of other securities. The Fund may experience a substantial or complete
loss on an individual stock. These risks may affect a single issuer, industry or
section of the economy or may affect the market as a whole.
CONVERTIBLE SECURITIES AND SYNTHETIC CONVERTIBLE SECURITIES
The Fund may invest in convertible securities, which are bonds, debentures,
notes or other securities that entitle the holder to acquire common stock or
other equity securities of the same or a different issuer. Convertible
securities have general characteristics similar to both debt and equity
securities. Western Asset will generally evaluate these instruments based on
their debt characteristics.
A convertible security generally entitles the holder to receive interest
paid or accrued until the convertible security matures or is redeemed, converted
or exchanged. Before conversion, convertible securities have characteristics
similar to non-convertible debt obligations. Convertible securities rank senior
to common stock in a corporation's capital structure and, therefore, generally
entail less risk than the corporation's common stock, although the extent to
which such risk is reduced depends in large measure upon the degree to which the
convertible security sells above its value as a debt obligation.
Because of the conversion feature, the price of the convertible security
will normally fluctuate in some proportion to changes in the price of the
underlying asset, and will therefore be subject to risks relating to the
activities of the issuer and/or general market and economic conditions. The
income component of convertible securities may tend to cushion the securities
against declines in the price of the underlying asset. However, the income
component of convertible securities will typically cause fluctuations in the
value of such securities based upon changes in interest rates and the credit
quality of the issuer. In addition, convertible securities are often lower-rated
securities. See "-Lower Grade Securities ("Junk Bonds")" below.
A convertible security may be subject to redemption at the option of the
issuer at a predetermined price. If a convertible security held by the Fund is
called for redemption, the Fund would be required to permit the issuer to redeem
the security and convert it to underlying common stock, or would sell the
convertible security to a third party, which may have an adverse effect on the
Fund's ability to achieve its investment objectives.
The Fund may invest in so-called "synthetic convertible securities," which
are composed of two or more different securities whose investment
characteristics, taken together, resemble those of convertible securities. For
example, the Fund may purchase a non-convertible debt security and a warrant or
option. The synthetic convertible security differs from the true convertible
security in several respects. Unlike a true convertible security, which is a
single security having a unitary market value, a synthetic convertible security
comprises two or more separate
5
securities, each with its own market value. Therefore, the "market value" of a
synthetic convertible security is the sum of the values of its debt component
and its convertible component. For this reason, the values of a synthetic
convertible security and a true convertible security may respond differently to
market fluctuations.
BANK OBLIGATIONS
Bank obligations in which the Fund may invest include certificates of
deposit, bankers' acceptances and fixed time deposits. Certificates of deposit
are negotiable certificates that are issued against funds deposited in a
commercial bank for a definite period of time and that earn a specified return.
Bankers' acceptances are negotiable drafts or bills of exchange, normally drawn
by an importer or exporter to pay for specific merchandise, which are "accepted"
by a bank, meaning, in effect, that the bank unconditionally agrees to pay the
face value of the instrument on maturity. Fixed time deposits are bank
obligations payable at a stated maturity date and bearing interest at a fixed
rate. Fixed time deposits may be withdrawn on demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market
conditions and the remaining maturity of the obligation. There are generally no
contractual restrictions on the right to transfer a beneficial interest in a
fixed time deposit to a third party, although there is no market for such
deposits. The Fund may also hold funds on deposit with its custodian bank in an
interest-bearing account for temporary purposes.
Subject to the Fund's limitation on concentration in the securities of
issuers in a particular industry or group of industries, the Fund may invest
without limit in U.S. dollar-denominated obligations of foreign banks.
Obligations of foreign banks involve certain risks associated with investing in
foreign securities described under "-Foreign (Non-U.S.) Securities" below,
including the possibilities that their liquidity could be impaired because of
future political and economic developments, that their obligations may be less
marketable than comparable obligations of U.S. banks, that a foreign
jurisdiction might impose withholding taxes on interest income payable on those
obligations, that foreign deposits may be seized or nationalized, that foreign
governmental restrictions such as exchange controls may be adopted which might
adversely affect the payment of principal and interest on those obligations and
that the selection of those obligations may be more difficult because there may
be less publicly available information concerning foreign banks or the
accounting, auditing and financial reporting standards, practices and
requirements applicable to foreign banks may differ from those applicable to
U.S. banks. Foreign banks are not generally subject to examination by any U.S.
Government agency or instrumentality.
LOAN PARTICIPATIONS AND ASSIGNMENTS
The Fund may purchase participations in commercial loans. Such indebtedness
may be secured or unsecured. Loan participations typically represent direct
participations in a loan to a corporate borrower, and generally are offered by
banks or other financial institutions or lending syndicates. The Fund may
participate in such syndications, or can buy part of a loan, becoming a part
lender. When purchasing loan participations, the Fund assumes the credit risk
associated with the corporate borrower and may assume the credit risk associated
with an interposed bank or other financial intermediary. The participation
interests in which the Fund intends to invest may not be rated by any nationally
recognized rating service.
A loan is often administered by an agent bank acting as agent for all
holders. The agent bank administers the terms of the loan, as specified in the
loan agreement. In addition, the agent bank is normally responsible for the
collection of principal and interest payments from the corporate borrower and
the apportionment of these payments to the credit of all institutions which are
parties to the loan agreement. Unless, under the terms of the loan or other
indebtedness, the Fund has direct recourse against the corporate borrower, the
Fund may have to rely on the agent bank or other financial intermediary to apply
appropriate credit remedies against a corporate borrower.
A financial institution's employment as agent bank might be terminated in
the event that it fails to observe a requisite standard of care or becomes
insolvent. A successor agent bank would generally be appointed to replace the
terminated agent bank, and assets held by the agent bank under the loan
agreement should remain available to holders of such indebtedness. However, if
assets held by the agent bank for the benefit of the Fund were determined to be
subject to the claims of the agent bank's general creditors, the Fund might
incur certain costs and delays in realizing payment on a loan or loan
participation and could suffer a loss of principal and/or interest. In
situations involving other interposed financial institutions (e.g., an insurance
company or government agency) similar risks may arise.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of
6
the corporate borrower for payment of principal and interest. If the Fund does
not receive scheduled interest or principal payments on such indebtedness, the
Fund's share price and yield could be adversely affected. Loans that are fully
secured offer the Fund more protection than unsecured loans in the event of
non-payment of scheduled interest or principal. However, there is no assurance
that the liquidation of collateral from a secured loan would satisfy the
corporate borrower's obligation, or that the collateral can be liquidated.
The Fund may invest in loan participations with credit quality comparable
to that of issuers of its securities investments. Indebtedness of companies
whose creditworthiness is poor involves substantially greater risks, and may be
highly speculative. Some companies may never pay off their indebtedness, or may
pay only a small fraction of the amount owed. Consequently, to the extent the
Fund holds indebtedness of companies with poor credit, the Fund bears a
substantial risk of losing the entire amount invested.
The Fund limits the amount of its total assets that it will invest in any
one issuer or in issuers within the same industry or group of industries (see
"Investment Restrictions"). For purposes of these limits, the Fund generally
will treat the corporate borrower as the "issuer" of indebtedness held by the
Fund. In the case of loan participations where a bank or other lending
institution serves as a financial intermediary between the Fund and the
corporate borrower, if the participation does not shift to the Fund the direct
debtor-creditor relationship with the corporate borrower, SEC interpretations
currently require the Fund to treat both the lending bank or other lending
institution and the corporate borrower as "issuers" for the purposes of
determining whether the Fund has invested more than 5% of its total assets in a
single issuer. Treating a financial intermediary as an issuer of indebtedness
may restrict the Fund's ability to invest in indebtedness related to a single
financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies
and industries. The Fund reserves the right to treat the corporate borrower as
the issuer of such participations to the extent permitted by applicable law,
regulations or SEC staff interpretations or orders in the future.
Loans and other types of direct indebtedness may not be readily marketable
and may be subject to restrictions on resale. In some cases, negotiations
involved in disposing of indebtedness may require weeks to complete.
Consequently, some indebtedness may be difficult or impossible to dispose of
readily at what Western Asset believes to be a fair price. In addition,
valuation of illiquid indebtedness involves a greater degree of judgment in
determining the Fund's net asset value than if that value were based on
available market quotations, and could result in significant variations in the
Fund's daily share price. At the same time, some loan interests are traded among
certain financial institutions and accordingly may be deemed liquid. As the
market for different types of indebtedness develops, the liquidity of these
instruments is expected to improve. In addition, the Fund currently intends to
treat indebtedness for which there is no readily available market as illiquid
for purposes of the Fund's limitation on illiquid investments. Investments in
loan participations are considered to be debt obligations for purposes of the
Fund's investment restriction relating to the lending of funds or assets.
Investments in loans through a direct assignment of the financial
institution's interests with respect to the loan may involve additional risks to
the Fund. For example, if a loan is foreclosed, the Fund could become part owner
of any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that,
under emerging legal theories of lender liability, the Fund could be held liable
as co-lender. It is unclear whether loans and other forms of direct indebtedness
offer securities law protections against fraud and misrepresentation. In the
absence of definitive regulatory guidance, the Fund relies on Western Asset's
research in an attempt to avoid situations where fraud or misrepresentations
could adversely affect the Fund.
ZERO-COUPON BONDS, STEP-UPS AND PAYMENT-IN-KIND SECURITIES
Zero-coupon securities are debt obligations that do not entitle the holder
to any periodic payments of interest either for the entire life of the
obligation or for an initial period after the issuance of the obligations. Like
zero-coupon bonds, "step-up" bonds pay no interest initially but eventually
begin to pay a coupon rate prior to maturity, which rate may increase at stated
intervals during the life of the security. Payment-in-kind securities (PIKs) pay
dividends or interest in the form of additional securities of the issuer, rather
than in cash. Each of these instruments is typically issued and traded at a deep
discount from its face amount. The amount of the discount varies depending on
such factors as the time remaining until maturity of the securities, prevailing
interest rates, the liquidity of the security and the perceived credit quality
of the issuer. The market prices of zero-coupon bonds, step-ups and PIKs
generally are more volatile than the market prices of debt instruments that pay
interest currently and in cash and are likely to respond to changes in interest
rates and perceived credit quality of the issuer to a greater degree than are
7
other types of securities having similar maturities and credit quality. As
discussed above in connection with inflation-indexed bonds, the distribution
requirements applicable to regulated investment companies require that the Fund
distribute 90% of its net investment income, including the original issue
discount accrued on zero-coupon bonds, step-ups and PIKs. As a result, in some
years the Fund may have to distribute cash obtained from selling other portfolio
holdings of the Fund, even though investment considerations might otherwise make
it undesirable for the Fund to sell securities at such time. Under many market
conditions, investments in zero-coupon bonds, step-ups and PIKs may be illiquid,
making it difficult for the Fund to dispose of them or determine their current
value.
LOWER GRADE SECURITIES ("JUNK BONDS")
The Fund may invest up to 20% of its total managed assets in bonds or other
instruments that are below investment grade quality at the time of purchase.
Such investments may include debt securities not rated Baa by Moody's or BBB by
S&P or Fitch or higher, or securities that are unrated but judged to be of
comparable quality by Western Asset. These securities are sometimes referred to
as "high yield" securities or "junk bonds."
Investments in high yield securities generally provide greater income and
increased opportunity for capital appreciation than investments in higher
quality securities, but they also typically entail greater price volatility and
principal and income risk, including the possibility of issuer default and
bankruptcy. High yield securities are regarded as predominantly speculative with
respect to the issuer's continuing ability to meet principal and interest
payments. Debt securities in the lowest investment grade category also may be
considered to possess some speculative characteristics by certain rating
agencies. In addition, analysis of the creditworthiness of issuers of high yield
securities may be more complex than for issuers of higher quality securities.
High yield securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than investment grade securities. A
projection of an economic downturn or of a period of rising interest rates, for
example, could cause a decline in high yield security prices because the advent
of a recession could lessen the ability of an issuer to make principal and
interest payments on its debt obligations. If an issuer of high yield securities
defaults, in addition to risking payment of all or a portion of interest and
principal, the Fund may incur additional expenses to seek recovery. In the case
of high yield securities structured as zero-coupon, step-up or payment-in-kind
securities, their market prices will normally be affected to a greater extent by
interest rate changes, and therefore tend to be more volatile than securities
which pay interest currently and in cash. Western Asset seeks to reduce these
risks through diversification, credit analysis and attention to current
developments and trends in both the economy and financial markets.
The secondary market on which high yield securities are traded may be less
liquid than the market for investment grade securities. Less liquidity in the
secondary trading market could adversely affect the price at which the Fund
could sell a high yield security and could adversely affect the daily net asset
value of the shares. Adverse publicity and investor perceptions, whether or not
based on fundamental analysis, may decrease the values and liquidity of high
yield securities, especially in a thinly traded market. When secondary markets
for high yield securities are less liquid than the market for investment grade
securities, it may be more difficult to value the securities because such
valuation may require more research, and elements of judgment may play a greater
role in the valuation because there is less reliable, objective data available.
During periods of thin trading in these markets, the spread between bid and
asked prices is likely to increase significantly and the Fund may have greater
difficulty selling its portfolio securities. The Fund will be more dependent on
Western Asset's research and analysis when investing in high yield securities.
A general description of Moody's, S&P's, and Fitch's ratings of securities
is set forth in Appendix A to this Statement of Additional Information. The
ratings of Moody's, S&P and Fitch represent their opinions as to the quality of
the securities they rate. It should be emphasized, however, that ratings are
general and are not absolute standards of quality. Consequently, debt
obligations with the same maturity, coupon and rating may have different yields
while obligations with the same maturity and coupon with different ratings may
have the same yield. For these reasons, the use of credit ratings as the sole
method of evaluating high yield securities can involve certain risks. For
example, credit ratings evaluate the safety of principal and interest payments,
not the market value risk of high yield securities. Also, credit rating agencies
may fail to change credit ratings in a timely fashion to reflect events since
the security was last rated. Western Asset does not rely solely on credit
ratings when selecting securities for the Fund and develops its own independent
analysis of issuer credit quality. Because of this, the Fund's performance may
8
depend more on Western Asset's own credit analysis than in the case of a fund
investing in higher-rated securities.
The Fund is not required to dispose of a security in the event that a
rating agency or Western Asset downgrades its assessment of the credit
characteristics of a particular issue. In determining whether to retain or sell
such a security, Western Asset may consider such factors as Western Asset's
assessment of the credit quality of the issuer of such security, the price at
which such security could be sold and the rating, if any, assigned to such
security by other rating agencies.
FOREIGN (NON-U.S.) SECURITIES
The Fund may invest in U.S. dollar-denominated debt obligations of foreign
issuers, including foreign corporate issuers, foreign banks (see "-Bank
Obligations" above), foreign governments and their respective sub-divisions,
agencies and instrumentalities, government-sponsored enterprises, international
agencies and supra-national government entities. The Fund does not currently
anticipate holding non-U.S. dollar-denominated investments, but reserves the
flexibility to invest, from time to time, in debt instruments denominated in
foreign currencies (of both developed and "emerging market" countries) upon the
recommendation of Western Asset.
The U.S. dollar-denominated foreign securities in which the Fund may invest
include, among others, Eurodollar obligations and "Yankee Dollar" obligations.
Eurodollar obligations are U.S. dollar-denominated certificates of deposit and
time deposits issued outside the U.S. capital markets by foreign branches of
U.S. banks and by foreign banks. Yankee Dollar obligations are U.S.
dollar-denominated obligations issued in the U.S. capital markets by foreign
banks. Eurodollar and Yankee Dollar obligations are generally subject to the
same risks that apply to domestic debt issues, notably credit risk, market risk
and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee
Dollar) obligations are subject to certain sovereign risks. One such risk is the
possibility that a sovereign country might prevent capital, in the form of
dollars, from flowing across its borders. Other risks include adverse political
and economic developments; the extent and quality of government regulation of
financial markets and institutions; the imposition of foreign withholding taxes;
and the expropriation or nationalization of foreign issuers.
The Fund may also invest in American Depository Receipts ("ADRs") or Global
Depository Receipts ("GDRs"). ADRs are U.S. dollar-denominated receipts issued
generally by domestic banks and represent the deposit with the bank of a
security of a foreign issuer. GDRs may be offered privately in the United States
and also trade in public or private markets in other countries. ADRs and GDRs
may be issued as sponsored or unsponsored programs. In sponsored programs, an
issuer has made arrangements to have its securities trade in the form of ADRs or
GDRs. In unsponsored programs, the issuer may not be directly involved in the
creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, in some cases it may
be easier to obtain financial information from an issuer that has participated
in the creation of a sponsored program.
The Fund also may invest in U.S. dollar-denominated Brady Bonds. Brady
Bonds are securities created through the exchange of existing commercial bank
loans to sovereign entities for new obligations in connection with debt
restructurings under a debt restructuring plan introduced by former U.S.
Secretary of the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Plan debt
restructurings have been implemented in a number of countries, including:
Argentina, Bolivia, Brazil, Bulgaria, Costa Rica, the Dominican Republic,
Ecuador, Jordan, Mexico, Niger, Nigeria, Panama, Peru, the Philippines, Poland,
Uruguay and Venezuela.
Brady Bonds may be collateralized or uncollateralized and are actively
traded in the over-the-counter secondary market. Brady Bonds are not considered
to be U.S. Government securities. U.S. dollar-denominated, collateralized Brady
Bonds, which may be fixed rate par bonds or floating rate discount bonds, are
generally collateralized in full as to principal by U.S. Treasury zero-coupon
bonds having the same maturity as the Brady Bonds. Interest payments on these
Brady Bonds generally are collateralized on a one-year or longer rolling-forward
basis by cash or securities in an amount that, in the case of fixed rate bonds,
is equal to at least one year of interest payments or, in the case of floating
rate bonds, initially is equal to at least one year's interest payments based on
the applicable interest rate at that time and is adjusted at regular intervals
thereafter. Certain Brady Bonds are entitled to "value recovery payments" in
certain circumstances, which in effect constitute supplemental interest payments
but generally are not collateralized. Brady Bonds are often viewed as having
three or four valuation components: (i) the collateralized repayment of
principal at final maturity; (ii) the collateralized interest payments; (iii)
the
9
uncollateralized interest payments; and (iv) any uncollateralized repayment of
principal at maturity (the uncollateralized amounts constitute the "residual
risk").
Most Mexican Brady Bonds issued to date have principal repayments at final
maturity fully collateralized by U.S. Treasury zero-coupon bonds (or comparable
collateral denominated in other currencies) and interest coupon payments
collateralized on an 18-month rolling-forward basis by funds held in escrow by
an agent for the bondholders. A significant portion of the Venezuelan Brady
Bonds and the Argentine Brady Bonds issued to date have repayments at final
maturity collateralized by U.S. Treasury zero-coupon bonds (or comparable
collateral denominated in other currencies) and/or interest coupon payments
collateralized on a 14-month (for Venezuela) or 12-month (for Argentina)
rolling-forward basis by securities held by the Federal Reserve Bank of New York
as collateral agent.
Brady Bonds involve various risk factors including residual risk and the
history of defaults with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds. There can be no assurance that Brady
Bonds in which the Fund may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause the Fund to suffer a
loss of interest or principal on any of its holdings.
Investing in the securities of foreign issuers involves special risks and
considerations not typically associated with investing in U.S. companies. These
include: differences in accounting, auditing and financial reporting standards,
generally higher commission rates on foreign portfolio transactions, the
possibility of expropriation or confiscatory taxation, adverse changes in
investment or exchange control regulations (which may include suspension of the
ability to transfer currency from a country), political instability which can
affect U.S. investments in foreign countries and potential restrictions on the
flow of international capital. In addition, foreign securities and dividends and
interest payable on those securities may be subject to foreign taxes, including
taxes withheld from payments on those securities. Foreign securities often trade
with less frequency and volume than domestic securities and therefore may
exhibit greater price volatility.
To the extent the Fund invests in non-U.S. instruments, the following
guidelines will apply in determining the Fund's net asset value. The values of
such securities and investments are translated into U.S. dollars at current
exchange rates or at such other rates as the Trustees or persons acting at their
discretion may determine in computing net asset value. Because of time zone
differences, non-U.S. exchanges and securities markets and non-U.S. currency
markets will usually be closed prior to the time of closing of the New York
Stock Exchange. Consequently, the values of non-U.S. securities and investments
will be determined as of the earlier closing of such exchanges and markets.
Events affecting the values of such non-U.S. securities and investments may
occasionally occur between the earlier closings of such exchanges and markets
and the closing of the New York Stock Exchange that will not be reflected in the
computation of the net asset value. If an event that is likely materially to
affect the value of such securities or investments occurs during such period,
then such securities or investments will be valued at fair value as determined
in good faith by the Trustees or persons acting at their discretion.
EMERGING MARKET SECURITIES. The risks of investing in foreign securities
are particularly high when securities of issuers based in or denominated in
currencies of developing (or "emerging market") countries are involved.
Investing in emerging market countries involves certain risks not typically
associated with investing in U.S. securities, and imposes risks greater than, or
in addition to, risks of investing in foreign, developed countries. These risks
include: greater risks of nationalization or expropriation of assets or
confiscatory taxation; greater social, economic and political uncertainty and
instability (including the risk of war); more substantial government involvement
in the economy; less government supervision and regulation of the securities
markets and participants in those markets; controls on foreign investment and
limitations on repatriation of invested capital; the fact that companies in
emerging market countries may be smaller, less seasoned and newly organized
companies; the difference in, or lack of, auditing and financial reporting
standards, which may result in unavailability of material information about
issuers; the risk that it may be more difficult to obtain and/or enforce a
judgment in a court outside the United States; and greater price volatility,
substantially less liquidity and significantly smaller market capitalization of
securities markets. In addition, a number of emerging market countries restrict,
to various degrees, foreign investment in securities, and high rates of
inflation and rapid fluctuations in inflation rates have had, and may continue
to have, negative effects on the economies and securities markets of certain
emerging market countries. Also, any change in the leadership or politics of
emerging market countries, or the countries that exercise a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign
10
investment policies now occurring and adversely affect existing investment
opportunities.
SOVEREIGN DEBT. Investment in sovereign debt can involve a high degree of
risk. The governmental entity that controls the repayment of sovereign debt may
not be able or willing to repay the principal and/or interest when due in
accordance with the terms of the debt. A governmental entity's willingness or
ability to repay principal and interest due in a timely manner may be affected
by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment
is due, the relative size of the debt service burden to the economy as a whole,
the governmental entity's policy toward the International Monetary Fund and the
political constraints to which a governmental entity may be subject.
Governmental entities may also depend on expected disbursements from foreign
governments, multilateral agencies and others to reduce principal and interest
arrearages on their debt. The commitment on the part of these governments,
agencies and others to make such disbursements may be conditioned on a
governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may further
impair such debtor's ability or willingness to service its debts in a timely
manner. Consequently, governmental entities may default on their sovereign debt.
Holders of sovereign debt (including the Fund) may be requested to participate
in the rescheduling of such debt and to extend further loans to governmental
entities. There is no bankruptcy proceeding by which sovereign debt on which
governmental entities have defaulted may be collected in whole or in part.
FOREIGN CURRENCY EXCHANGE-RELATED SECURITIES
PRINCIPAL EXCHANGE RATE LINKED SECURITIES. Principal exchange rate linked
securities ("PERLs"(SM)) are debt obligations the principal on which is payable
at maturity in an amount that may vary based on the exchange rate between the
U.S. dollar and a particular foreign currency at or about that time. The return
on "standard" principal exchange rate linked securities is enhanced if the
foreign currency to which the security is linked appreciates against the U.S.
dollar, and is adversely affected by increases in the foreign exchange value of
the U.S. dollar; "reverse" principal exchange rate linked securities are like
"standard" securities, except that their return is enhanced by increases in the
value of the U.S. dollar and adversely impacted by increases in the value of
foreign currency. Interest payments on the securities are generally made in U.S.
dollars at rates that reflect the degree of foreign currency risk assumed or
given up by the purchaser of the notes (i.e., at relatively higher interest
rates if the purchaser has assumed some of the foreign exchange risk, or
relatively lower interest rates if the issuer has assumed some of the foreign
exchange risk, based on the expectations of the current market). Principal
exchange rate linked securities may in limited cases be subject to acceleration
of maturity (generally, not without the consent of the holders of the
securities), which may have an adverse impact on the value of the principal
payment to be made at maturity.
PERFORMANCE INDEXED PAPER. Performance indexed paper ("PIPs"(SM)) is U.S.
dollar-denominated commercial paper the yield of which is linked to certain
foreign exchange rate movements. The yield to the investor on performance
indexed paper is established at maturity as a function of spot exchange rates
between the U.S. dollar and a designated currency as of or about that time
(generally, the index maturity two days prior to maturity). The yield to the
investor will be within a range stipulated at the time of purchase of the
obligation, generally with a guaranteed minimum rate of return that is below,
and a potential maximum rate of return that is above, market yields on U.S.
dollar-denominated commercial paper, with both the minimum and maximum rates of
return on the investment corresponding to the minimum and maximum values of the
spot exchange rate two business days prior to maturity.
MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES
The Fund may invest in mortgage-related securities, and in other
asset-backed securities (unrelated to mortgage loans) that are offered to
investors currently or in the future. Mortgage-related securities are interests
in pools of residential or commercial mortgage loans, including mortgage loans
made by savings and loan institutions, mortgage bankers, commercial banks and
others. Pools of mortgage loans are assembled as securities for sale to
investors by various governmental, government-related and private organizations.
The value of some mortgage-related or asset-backed securities in which the Fund
may invest may be particularly sensitive to changes in prevailing interest
rates, and, like other debt obligations, the ability of the Fund to utilize
these instruments successfully may
11
depend in part upon the ability of Western Asset to forecast interest rates and
other economic factors correctly. See "-Mortgage Pass-Through Securities" below.
Certain debt obligations are also secured with collateral consisting of
mortgage-related securities. See "-Collateralized Mortgage Obligations ("CMOs")"
below.
The rate of prepayments on underlying mortgages will affect the price and
volatility of a mortgage-related security, and may have the effect of shortening
or extending the effective maturity of the security beyond what was anticipated
at the time of purchase. Early repayment of principal on some mortgage-related
securities (arising from prepayments of principal due to the sale of the
underlying property, refinancing, or foreclosure, net of fees and costs which
may be incurred) may expose the Fund to a lower rate of return upon reinvestment
of principal. Also, if a security subject to prepayment has been purchased at a
premium, the value of the premium would be lost in the event of prepayment. Like
other debt obligations, when interest rates rise, the value of a
mortgage-related security generally will decline; however, when interest rates
are declining, the value of mortgage-related securities with prepayment features
may not increase as much as other debt obligations. To the extent that
unanticipated rates of prepayment on underlying mortgages increase the effective
maturity of a mortgage-related security, the volatility of such security can be
expected to increase.
Payment of principal and interest on some mortgage pass-through securities
(but not the market value of the securities themselves) may be guaranteed by the
full faith and credit of the U.S. Government (in the case of securities
guaranteed by the Government National Mortgage Association (the "GNMA")) or
guaranteed by agencies or instrumentalities of the U.S. Government (in the case
of securities guaranteed by the Federal National Mortgage Association (the
"FNMA") or the Federal Home Loan Mortgage Corporation (the "FHLMC"). The
principal governmental guarantor of mortgage-related securities is the GNMA.
GNMA is a wholly owned U.S. Government corporation within the Department of
Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks and mortgage bankers) and backed by
pools of mortgages insured by the Federal Housing Administration (the "FHA"), or
guaranteed by the Department of Veterans Affairs (the "VA").
Government-related guarantors (i.e., not backed by the full faith and
credit of the U.S. Government) include the FNMA and the FHLMC. FNMA is a
government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation by the Secretary of Housing and Urban Development.
FNMA purchases conventional (i.e., not insured or guaranteed by any government
agency) residential mortgages from a list of approved sellers/servicers which
includes state and federally chartered savings and loan associations, mutual
savings banks, commercial banks, credit unions and mortgage bankers.
Pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA but are not backed by the full faith and credit
of the U.S. Government. Instead, they are supported only by the discretionary
authority of the U.S. Government to purchase the agency's obligations.
FHLMC was created by Congress in 1970 for the purpose of increasing the
availability of mortgage credit for residential housing. It is a
government-sponsored corporation formerly owned by the twelve Federal Home Loan
Banks and now owned entirely by private stockholders. FHLMC issues Participation
Certificates ("PCs") which represent interests in conventional mortgages from
FHLMC's national portfolio. FHLMC guarantees the timely payment of interest and
ultimate collection of principal, but PCs are not backed by the full faith and
credit of the U.S. Government. Instead, they are supported only by the
discretionary authority of the U.S. Government to purchase the agency's
obligations.
Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers may,
in addition, be the originators and/or servicers of the underlying mortgage
loans as well as the guarantors of the mortgage-related securities. Pools
created by such non-governmental issuers generally offer a higher rate of
interest than government and government-related pools because there are no
direct or indirect government or agency guarantees of payments in such pools.
However, timely payment of interest and principal of these pools may be
supported by various forms of insurance or guarantees, including individual
loan, title, pool and hazard insurance and letters of credit. The insurance and
guarantees are issued by governmental entities, private insurers and the
mortgage poolers. There can be no assurance that the private insurers or
guarantors can meet their obligations under the insurance policies or guarantee
arrangements. Although the market for such securities is
12
becoming increasingly liquid, securities issued by certain private organizations
may not be readily marketable.
Mortgage-related securities that are issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, are not subject to the Fund's
industry concentration restrictions (see "Investment Restrictions") by virtue of
the exclusion from that test available to all U.S. Government securities. In the
case of privately issued mortgage-related securities, the Fund takes the
position that mortgage-related securities do not represent interests in any
particular "industry" or group of industries. The assets underlying such
securities may be represented by a portfolio of first lien residential mortgages
(including both whole mortgage loans and mortgage participation interests) or
portfolios of mortgage pass-through securities issued or guaranteed by GNMA,
FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn
be insured or guaranteed by the FHA or the VA. In the case of private issue
mortgage-related securities whose underlying assets are neither U.S. Government
securities nor U.S. Government-insured mortgages, to the extent that real
properties securing such assets may be located in the same geographical region,
the security may be subject to a greater risk of default than other comparable
securities in the event of adverse economic, political or business developments
that may affect such region and, ultimately, the ability of residential
homeowners to make payments of principal and interest on the underlying
mortgages.
COMMERCIAL MORTGAGE-BACKED SECURITIES. Commercial mortgage-backed
securities include securities that reflect an interest in, and are secured by,
mortgage loans on commercial real property. The market for commercial
mortgage-backed securities developed more recently and in terms of total
outstanding principal amount of issues is relatively small compared to the
market for residential single-family mortgage-backed securities. Many of the
risks of investing in commercial mortgage-backed securities reflect the risks of
investing in the real estate securing the underlying mortgage loans. These risks
reflect the effects of local and other economic conditions on real estate
markets, the ability of tenants to make loan payments and the ability of a
property to attract and retain tenants. Commercial mortgage-backed securities
may be less liquid and exhibit greater price volatility than other types of
mortgage- or asset-backed securities.
MORTGAGE PASS-THROUGH SECURITIES. Mortgage pass-through securities are
securities representing interests in "pools" of mortgage loans secured by
residential or commercial real property. Interests in pools of mortgage-related
securities differ from other forms of debt obligations, which normally provide
for periodic payment of interest in fixed amounts with principal payments at
maturity or specified call dates. Instead, these securities provide a monthly
payment which consists of both interest and principal payments. In effect, these
payments are a "pass-through" of the monthly payments made by the individual
borrowers on their residential or commercial mortgage loans, net of any fees
paid to the issuer or guarantor of such securities. Additional payments are
caused by repayments of principal resulting from the sale of the underlying
property, refinancing or foreclosure, net of fees or costs which may be
incurred. Some mortgage-related securities (such as securities issued by the
GNMA) are described as "modified pass-through." These securities entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, at the scheduled payment dates regardless of whether or not
the mortgagor actually makes the payment.
COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOs"). A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal is paid, in most cases, semi-annually. CMOs may
be collateralized by whole mortgage loans, but are more typically collateralized
by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA, and their income streams. The issuer of a CMO may elect to be treated as a
real estate mortgage investment conduit (a "REMIC"), a pass-through vehicle
created to issue multi-class mortgage-backed securities. The characteristics of
and risks relating to REMICs are substantially similar to those of CMOs.
CMOs are structured into multiple classes, each bearing a different stated
maturity. Actual maturity and average life will depend upon the prepayment
experience of the collateral. CMOs provide for a modified form of call
protection through a DE FACTO breakdown of the underlying pool of mortgages
according to how quickly the loans are repaid. Monthly payment of principal
received from the pool of underlying mortgages, including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity classes receive principal only after the first class has been
retired. An investor is partially guarded against a sooner than desired return
of principal because of the sequential payments.
13
In a typical CMO transaction, a corporation ("issuer") issues multiple
series (e.g., A, B, C, Z) of CMO bonds (the "Bonds"). Proceeds of the Bond
offering are used to purchase mortgages or mortgage pass-through certificates
(the "Collateral"). The Collateral is pledged to a third party trustee as
security for the Bonds. Principal and interest payments from the Collateral are
used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B and
C Bonds all bear current interest. Interest on the Series Z Bond is accrued and
added to principal and a like amount is paid as principal on the Series A, B or
C Bond currently being paid off. When the Series A, B and C Bonds are paid in
full, interest and principal on the Series Z Bond begin to be paid currently.
With some CMOs, the issuer serves as a conduit to allow loan originators
(primarily builders or savings and loan associations) to borrow against their
loan portfolios.
FHLMC COLLATERALIZED MORTGAGE OBLIGATIONS. FHLMC CMOs are debt obligations
of FHLMC issued in multiple classes having different maturity dates which are
secured by the pledge of a pool of conventional mortgage loans purchased by
FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made
semi-annually, as opposed to monthly. The amount of principal payable on each
semi-annual payment date is determined in accordance with FHLMC's mandatory
sinking fund schedule, which in turn is equal to approximately 100% of FHA
prepayment experience applied to the mortgage collateral pool. All sinking fund
payments in the CMOs are allocated to the retirement of the individual classes
of bonds in the order of their stated maturities. Payments of principal on the
mortgage loans in the collateral pool in excess of the amount of FHLMC's minimum
sinking fund obligation for any payment date are paid to the holders of the CMOs
as additional sinking fund payments. Because of the "pass-through" nature of all
principal payments received on the collateral pool in excess of FHLMC's minimum
sinking fund requirement, the rate at which principal of the CMOs is actually
repaid is likely to be such that each class of bonds will be retired in advance
of its scheduled maturity date.
If collection of principal (including prepayments) on the mortgage loans
during any semi-annual payment period is not sufficient to meet FHLMC's minimum
sinking fund obligation on the next sinking fund payment date, FHLMC agrees to
make up the deficiency from its general funds.
Criteria for the mortgage loans in the pool backing the FHLMC CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.
OTHER MORTGAGE-RELATED SECURITIES. Other mortgage-related securities
include securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals or stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt securities
issued by agencies or instrumentalities of the U.S. Government or by private
originators of, or investors in, mortgage loans, including savings and loan
associations, homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.
CMO RESIDUALS. CMO residuals are mortgage securities issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or
investors in, mortgage loans, including savings and loan associations,
homebuilders, mortgage banks, commercial banks, investment banks and special
purpose entities of the foregoing.
The cash flow generated by the mortgage assets underlying a series of CMOs
is applied first to make required payments of principal and interest on the CMOs
and second to pay the related administrative expenses of the issuer. The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments. Each payment of such excess
cash flow to a holder of the related CMO residual represents income and/or a
return of capital. The amount of residual cash flow resulting from a CMO will
depend on, among other things, the characteristics of the mortgage assets, the
coupon rate of each class of CMO, prevailing interest rates, the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular, the yield to maturity on CMO residuals is extremely sensitive to
prepayments on the related underlying mortgage assets, in the same manner as an
IO class of stripped mortgage-backed securities. See "-Stripped Mortgage-Backed
Securities" below. In addition, if a series of a CMO includes a class that bears
interest at an adjustable rate, the yield to maturity on the related CMO
residual will also be extremely sensitive to changes in the level of the index
upon which interest rate adjustments are based. As described below with respect
to stripped mortgage-backed securities, in certain circumstances the Fund may
fail to recoup some or all of its initial investment in a CMO residual.
14
CMO residuals are generally purchased and sold by institutional investors
through several investment banking firms acting as brokers or dealers. The CMO
residual market has developed fairly recently and CMO residuals currently may
not have the liquidity of other more established securities trading in other
markets. Transactions in CMO residuals are generally completed only after
careful review of the characteristics of the securities in question. In
addition, CMO residuals may, or pursuant to an exemption therefrom, may not,
have been registered under the Securities Act of 1933, as amended (the "1933
Act"). CMO residuals, whether or not registered under the 1933 Act, may be
subject to certain restrictions on transferability, and may be deemed illiquid.
STRIPPED MORTGAGE-BACKED SECURITIES. Stripped mortgage-backed securities
("SMBSs") are derivative multi-class mortgage securities. SMBSs may be issued by
agencies or instrumentalities of the U.S. Government, or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
mortgage banks, commercial banks, investment banks and special purpose entities
of the foregoing.
SMBSs are created by separating bonds into their principal and interest
components and selling each piece separately (commonly referred to as IOs and
POs). The yield to maturity on an IO or PO class of stripped mortgage-backed
securities is extremely sensitive not only to changes in prevailing interest
rates but also to the rate of principal payments (including prepayments) on the
underlying assets. A rapid rate of principal prepayments may have a measurably
adverse effect on the Fund's yield to maturity to the extent it invests in IOs.
If the assets underlying the IOs experience greater than anticipated prepayments
of principal, the Fund may fail to recoup fully its initial investment in these
securities. Conversely, POs tend to increase in value if prepayments are greater
than anticipated and decline if prepayments are slower than anticipated. The
secondary market for stripped securities may be more volatile and less liquid
than that for other securities, potentially limiting the Fund's ability to buy
or sell those securities at any particular time.
Although SMBSs are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers, these securities
were developed fairly recently. As a result, established trading markets have
not yet developed and, accordingly, these securities may be deemed illiquid.
OTHER ASSET-BACKED SECURITIES. Similarly, Western Asset expects that other
asset-backed securities (unrelated to mortgage loans) will be offered to
investors in the future and may be purchased by the Fund. Several types of
asset-backed securities have already been offered to investors, including
Certificates for Automobile Receivables(SM) ("CARS(SM)"). CARS(SM) represent
undivided fractional interests in a trust whose assets consist of a pool of
motor vehicle retail installment sales contracts and security interests in the
vehicles securing the contracts. Payments of principal and interest on CARS(SM)
are passed through monthly to certificate holders, and are guaranteed up to
certain amounts and for a certain time period by a letter of credit issued by a
financial institution unaffiliated with the trustee or originator of the trust.
An investor's return on CARS(SM) may be affected by early prepayment of
principal on the underlying vehicle sales contracts. If the letter of credit is
exhausted, the Fund may be prevented from realizing the full amount due on a
sales contract because of state law requirements and restrictions relating to
foreclosure sales of vehicles and the obtaining of deficiency judgments
following such sales or because of depreciation, damage or loss of a vehicle,
the application of federal and state bankruptcy and insolvency laws, or other
factors. As a result, certificate holders may experience delays in payments or
losses if the letter of credit is exhausted. Consistent with the Fund's
investment objectives and policies, Western Asset also may invest in other types
of asset-backed securities.
Non-mortgage asset-backed securities involve risks that are not presented
by mortgage-related securities. Primarily, these securities do not have the
benefit of the same security interest in the underlying collateral. Credit card
receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and Federal consumer credit laws which give
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the balance due. Most issuers of automobile receivables permit the
servicers to retain possession of the underlying obligations. If the servicer
were to sell these obligations to another party, there is a risk that the
purchaser would acquire an interest superior to that of the holders of the
related automobile receivables. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under state
laws, the trustee for the holders of the automobile receivables may not have an
effective security interest in all of the obligations backing such receivables.
Therefore, there is a possibility that recoveries on repossessed collateral may
not, in some cases, be able to support payments on these securities.
15
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 must
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.
The 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 provide the 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, 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.
The 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 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 in an economic sense to the
extent that its interest rate varies by a magnitude that exceeds the magnitude
of the change in the index rate of interest. However, the Fund does not
currently consider floaters to be "leverage" for purposes of its policy on the
amount of leverage it may incur or for purposes of calculating total managed
assets. The higher degree of leverage inherent in some floaters is associated
with greater volatility in their market values. With respect to purchasable
variable and floating rate instruments, Western Asset will consider the earning
power, cash flows and liquidity ratios of the issuers and guarantors of such
instruments and, if the instruments are subject to a demand feature, will
monitor their financial status to meet payment on demand. 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
the Fund to dispose of a variable or floating rate note if the issuer defaulted
on its payment obligation or during periods that the 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.
EVENT-LINKED BONDS
The Fund may invest in "event-linked bonds." Event-linked bonds, which are
sometimes referred to as "catastrophe bonds," are debt obligations for which the
return of principal and payment of interest is contingent on the non-occurrence
of a specific "trigger" event, such as a hurricane or an earthquake. They may be
issued by government agencies, insurance companies, reinsurers, special purpose
corporations or other on-shore or off-shore entities. If a trigger event causes
losses exceeding a specific amount in the geographic region and time period
specified in a bond, the Fund may lose a portion or all of its principal
invested in the bond. If no trigger event occurs, the Fund will recover its
principal plus interest. For some event-linked bonds, the trigger event or
losses may be based on company-wide losses, index-portfolio losses, industry
indices or readings of scientific instruments rather than specified actual
losses. Often event-linked bonds provide for extensions of maturity that are
mandatory, or optional at the discretion of the issuer, in order to process and
audit loss claims in those cases when a trigger event has, or possibly has,
occurred. In addition to the specified trigger events, event-linked bonds may
also expose the Fund to certain unanticipated risks including but not limited to
issuer (credit) default, adverse regulatory or jurisdictional interpretations
and adverse tax consequences.
Event-linked bonds are a relatively new type of financial instrument. As
such, there is no significant trading history of these securities, and there can
be no assurance that a liquid market in these instruments will develop. Lack
16
of a liquid market may impose the risk of higher transaction costs and the
possibility that the Fund may be forced to liquidate positions when it would not
be advantageous to do so. Event-linked bonds are typically rated.
REAL ESTATE INVESTMENT TRUSTS
Real estate investment trusts ("REITs") pool investors' funds for
investment primarily in income producing real estate or real estate related
loans or interests. Under the Code, a REIT is not taxed on income it distributes
to its shareholders if it complies with several requirements relating to its
organization, ownership, assets, and income and a requirement that it generally
distribute to its shareholders at least 95% of its taxable income (other than
net capital gains) for each taxable year. REITs can generally be classified as
Equity REITs, Mortgage REITs, and Hybrid REITs. Equity REITs, which invest the
majority of their assets directly in real property, derive their income
primarily from rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITs, which invest the
majority of their assets in real estate mortgages, derive their income primarily
from interest payments. Hybrid REITs combine the characteristics of both Equity
REITs and Mortgage REITs.
While the Fund will not generally invest in real estate directly, to the
extent it invests in REITs, it may be subject to risks similar to those
associated with the direct ownership of real estate. These risks include
declines in the value of real estate, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow dependency,
possible lack of availability of mortgage funds, overbuilding, extended
vacancies of properties, increased competition, increases in property taxes and
operating expenses, changes in zoning laws, losses due to costs resulting from
the clean-up of environmental problems, liability to third parties for damages
resulting from environmental problems, casualty or condemnation losses,
limitations on rents, changes in neighborhood values and in the appeal of
properties to tenants and changes in interest rates.
In addition to these risks, REITs may be affected by changes in the value
of the underlying property owned by the trusts, or by the quality of any credit
they extend. Further, REITs are dependent upon management skills and generally
may not be diversified. REITs are also subject to heavy cash flow dependency,
defaults by borrowers and self-liquidation. In addition, REITs could possibly
fail to qualify for tax-free pass-through of income under the Code or to
maintain their exemptions from registration under the Investment Company Act of
1940, and the rules and regulations thereunder, each as amended from time to
time (the "1940 Act"). The above factors may also adversely affect a borrower's
or a lessee's ability to meet its obligations to the REIT. In the event of a
default by a borrower or lessee, the REIT may experience delays in enforcing its
rights as a mortgagee or lessor and may incur substantial costs associated with
protecting its investments. The Fund may invest in certain "special purpose"
REITs that invest their assets in specific real estate sectors, such as hotel
REITs, nursing home REITs or warehouse REITs, and are therefore subject, in
addition to the foregoing risks, to the risks associated with adverse
developments in any such sectors.
The Fund's investment in a REIT may require the Fund to accrue and
distribute income not yet received or may result in the Fund making
distributions which constitute a return of capital to shareholders for federal
income tax purposes. In addition, distributions by the Fund from REITs will not
qualify for the corporate dividends-received deduction.
DELAYED FUNDING LOANS AND REVOLVING CREDIT FACILITIES
The Fund may also enter into, or acquire participations in, delayed funding
loans and revolving credit facilities. Delayed funding loans and revolving
credit facilities are borrowing arrangements in which the lender agrees to make
loans up to a maximum amount upon demand by the borrower during a specified
term. A revolving credit facility differs from a delayed funding loan in that as
the borrower repays the loan, an amount equal to the repayment may be borrowed
again during the term of the revolving credit facility. Delayed funding loans
and revolving credit facilities usually provide for floating or variable rates
of interest. These commitments may have the effect of requiring the Fund to
increase its investment in a company at a time when it might not otherwise be
desirable to do so (including a time when the company's financial condition
makes it unlikely that such amounts will be repaid). To the extent that the Fund
is committed to advance additional funds, it will at all times segregate liquid
assets as required by the 1940 Act and SEC staff orders and interpretations
thereunder.
The Fund may invest in delayed funding loans and revolving credit
facilities with credit quality comparable to that of issuers of its securities
investments. Delayed funding loans and revolving credit facilities may be
subject to
17
restrictions on transfer, and only limited opportunities may exist to resell
such instruments. As a result, the Fund may be unable to sell such investments
at an opportune time or may have to resell them at less than fair market value.
The Fund currently intends to treat delayed funding loans and revolving credit
facilities for which there is no readily available market as illiquid. For a
further discussion of the risks involved in investing in loan participations and
other forms of direct indebtedness, see "-Loan Participations and Assignments."
Participation interests in revolving credit facilities will be subject to the
limitations discussed in "-Loan Participations and Assignments." Delayed funding
loans and revolving credit facilities are considered to be debt obligations for
the purposes of the Fund's investment restriction relating to the lending of
funds or assets by the Fund.
DERIVATIVE INSTRUMENTS
In pursuing its investment objectives, the Fund may purchase and sell
(write) both put options and call options on securities, swap agreements, and
securities indexes, and enter into interest rate and index futures contracts and
purchase and sell options on such futures contracts ("futures options") to add
leverage to the portfolio, for hedging purposes, for duration management or as
part of its overall investment strategy. For example, the Fund may use
derivatives in an attempt to protect against possible changes in the market
value of the Fund's portfolio resulting from trends in the bond markets and
changes in interest rates, to protect the Fund's unrealized gains in the value
of its portfolio securities, to facilitate the sale of such securities for
investment purposes, to establish a position in the securities markets as a
temporary substitute for purchasing particular securities and to enhance income
or gain. The Fund also may enter into swap agreements with respect to interest
rates, securities indexes and other assets and measures of risk or return. The
Fund may also use other types of instruments that are currently available or
that may be introduced in the future, including other types of options, futures
contracts or futures options, provided that their use is consistent with the
Fund's investment objectives.
The value of some derivative instruments in which the Fund may invest may
be particularly sensitive to changes in prevailing interest rates, and, like the
other investments of the Fund, the ability of the Fund to utilize these
instruments successfully may depend in part upon the ability of Western Asset to
forecast interest rates and other economic factors correctly. If Western Asset
incorrectly forecasts such factors and has taken positions in derivative
instruments contrary to prevailing market trends, the Fund could be exposed to
the risk of loss.
The Fund might not employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If Western Asset
incorrectly forecasts interest rates, market values or other economic factors in
utilizing a derivatives strategy for the Fund, the Fund might have been in a
better position if it had not entered into the transaction at all. Also,
suitable derivative transactions may not be available in all circumstances. The
use of these strategies involves certain special risks, including a possible
imperfect correlation, or even no correlation, between price movements of
derivative instruments and price movements of related investments. While some
strategies involving derivative instruments can reduce the risk of loss, they
can also reduce the opportunity for gain or even result in losses by offsetting
favorable price movements in related investments or otherwise, due to the
possible inability of the Fund to purchase or sell a portfolio security at a
time that otherwise would be favorable or the possible need to sell a portfolio
security at a disadvantageous time because the Fund is required to maintain
asset coverage or offsetting positions in connection with transactions in
derivative instruments and due to the possible inability of the Fund to close
out or to liquidate its derivatives positions. Income earned by the Fund from
many derivative strategies will be treated as capital gain and, if not offset by
net realized capital loss, will be distributed to shareholders in taxable
distributions.
OPTIONS ON SECURITIES, SWAP AGREEMENTS AND INDEXES. The Fund may purchase
and sell both put and call options on securities, swap agreements or indexes in
standardized contracts traded on domestic or other securities exchanges, boards
of trade, or similar entities, or quoted on NASDAQ or on an over-the-counter
market, and agreements, sometimes called cash puts, which may accompany the
purchase of a new issue of debt obligations from a dealer.
An option on a security (or an index) is a contract that gives the holder
of the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security
underlying the option (or the cash value of the index) at a specified exercise
price at any time during the term of the option. The writer of an option on a
security has the obligation upon exercise of the option to deliver the
underlying security upon payment of the exercise price or to pay the exercise
price upon delivery of the underlying
18
security. Upon exercise, the writer of an option on an index is obligated to pay
the difference between the cash value of the index and the exercise price
multiplied by the specified multiplier for the index option. (An index is
designed to reflect features of a particular securities market, a specific group
of financial instruments or securities, or certain economic indicators.)
The Fund will generally write call options and put options only if they are
"covered." In the case of a call option on a debt obligation or other security,
the option is "covered" if the Fund owns the security underlying the call,
segregates cash or other liquid assets in the amount of the security's value or
has an absolute and immediate right to acquire that security without additional
cash consideration (or, if additional cash consideration is required, cash or
other liquid assets in such amount are segregated on the Fund's records) upon
conversion or exchange of other securities held by the Fund. For a call option
on an index, the option is covered if the Fund maintains with its custodian
liquid assets, in an amount equal to the contract value of the index. A call
option is also covered if the Fund holds a call on the same security or index as
the call written where the exercise price of the call held is (i) equal to or
less than the exercise price of the call written, or (ii) greater than the
exercise price of the call written, provided the difference is maintained by the
Fund in segregated liquid assets. A put option on a security or an index is
"covered" if the Fund segregates liquid assets equal to the exercise price. A
put option is also covered if the Fund holds a put on the same security or index
as the put written where the exercise price of the put held is (i) equal to or
greater than the exercise price of the put written, or (ii) less than the
exercise price of the put written, provided the difference is maintained by the
Fund in segregated liquid assets. The Fund may also cover options that it writes
using other permitted methods.
If an option written by the Fund expires unexercised, the Fund realizes a
capital gain equal to the premium received at the time the option was written.
If an option purchased by the Fund expires unexercised, the Fund realizes a
capital loss equal to the premium paid. Transaction costs must also be included
in these calculations. Prior to the earlier of exercise or expiration, an
exchange traded option may be closed out by an offsetting purchase or sale of an
option of the same series (type, exchange, underlying security or index,
exercise price, and expiration). There can be no assurance, however, that a
closing purchase or sale transaction can be effected when the Fund desires.
The Fund may sell put or call options it has previously purchased, which
could result in a net gain or loss depending on whether the amount realized on
the sale is more or less than the premium and other transaction costs paid on
the put or call option which is sold. Prior to exercise or expiration, an option
may be closed out by an offsetting purchase or sale of an option of the same
series. The Fund will realize a capital gain from a closing purchase transaction
if the cost of the closing option is less than the premium received from writing
the option, or, if it is more, the Fund will realize a capital loss. If the
premium received from a closing sale transaction is more than the premium paid
to purchase the option, the Fund will realize a capital gain or, if it is less,
the Fund will realize a capital loss. The principal factors affecting the market
value of a put or a call option include supply and demand, interest rates, the
current market price of the underlying security or index in relation to the
exercise price of the option, the volatility of the underlying security or index
and the time remaining until the expiration date.
The premium paid for a put or call option purchased by the Fund is an asset
of the Fund. The premium received for an option written by the Fund is recorded
as a deferred credit. The value of an option purchased or written is marked to
market daily and is valued at the closing price on the exchange on which it is
traded or, if not traded on an exchange or no closing price is available, at the
mean between the last bid and asked prices.
The Fund may write covered straddles consisting of a combination of a call
and a put written on the same underlying security. A straddle will be covered
when sufficient assets are deposited to meet the Fund's immediate obligations.
The Fund may use the same liquid assets to cover both the call and put options
where the exercise price of the call and put are the same, or the exercise price
of the call is higher than that of the put. In such cases, the Fund will also
segregate liquid assets equivalent to the amount, if any, by which the put is
"in the money." The Fund may also cover straddles that it writes using other
permitted methods.
For more information regarding options on swap agreements, see "-Swap
Agreements" below.
OVER-THE-COUNTER ("OTC") OPTIONS. 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 (options not
19
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows the
Fund great flexibility to tailor the option to its needs, OTC options
generally involve greater risk than exchange-traded options, which are
guaranteed by the clearing organization of the exchanges where they are
traded. Thus, when the 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.
Closing transactions can be made for OTC options only by negotiating
directly with the counterparty, or by a transaction in the secondary market if
any such market exists. There can be no assurance that the Fund will in fact be
able to close out an OTC option position at a favorable price prior to
expiration. In the event of insolvency of the counterparty, the Fund might be
unable to close out an OTC option position at any time prior to its expiration,
if at all. In addition, OTC options are considered illiquid by the SEC.
RISKS ASSOCIATED WITH OPTIONS ON SECURITIES, SWAP AGREEMENTS AND INDEXES.
There are several risks associated with transactions in options on securities,
swap agreements and indexes. For example, there are significant differences
between the securities and options markets that could result in an imperfect
correlation between these markets, causing a given transaction not to achieve
its objective. A decision as to whether, when and how to use options involves
the exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected events.
During the option period, the covered call writer has, in return for the
premium on the option, given up the opportunity to profit from a price increase
in the underlying security above the exercise price, but, as long as its
obligation as a writer continues, has retained the risk of loss should the price
of the underlying security decline. The writer of an option has no control over
the time when it may be required to fulfill its obligation as a writer of the
option. Once an option writer has received an exercise notice, it cannot effect
a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying security at the exercise price. If a put
or call option purchased by the Fund is not sold when it has remaining value,
and if the market price of the underlying security remains equal to or greater
than the exercise price (in the case of a put), or remains less than or equal to
the exercise price (in the case of a call), the Fund will lose its entire
investment in the option. Also, where a put or call option on a particular
security is purchased to hedge against price movements in a related security,
the price of the put or call option may move more or less than the price of the
related security.
There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position. If the Fund were unable to close out an
option that it had purchased on a security, it would have to exercise the option
in order to realize any profit or the option may expire worthless. If the Fund
were unable to close out a covered call option that it had written on a
security, it would not be able to sell the underlying security unless the option
expired without exercise. As the writer of a covered call option, the Fund
forgoes, during the option's life, the opportunity to profit from increases in
the market value of the security covering the call option above the sum of the
premium and the exercise price of the call.
If trading were suspended in an option purchased by the Fund, the Fund
would not be able to close out the option. If restrictions on exercise were
imposed, the Fund might be unable to exercise an option it has purchased. Except
to the extent that a call option on an index written by the Fund is covered by
an option on the same index purchased by the Fund, movements in the index may
result in a loss to the Fund; however, such losses may be mitigated by changes
in the value of the Fund's securities during the period the option was
outstanding.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Fund may invest in
interest rate futures contracts and options thereon ("futures options"). The
Fund may also purchase and sell futures contracts on corporate debt obligations
(to the extent they are available), U.S. Government securities and other market
measures, as well as purchase put and call options on such futures contracts.
A futures contract on an index or interest rate or other market measure is
an agreement pursuant to which two parties agree to take or make delivery of an
amount of cash equal to the difference between the value of the index or
interest rate or other market measure at the close of the last trading day of
the contract and the price at which the index or interest rate contract was
originally written. Although the value of an index might be a function
20
of the value of certain specified securities, no physical delivery of these
securities is made. A public market exists in futures contracts covering a
number of indexes as well as financial instruments, including, among others:
U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three-month U.S.
Treasury bills; 90-day commercial paper; bank certificates of deposit;
Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar;
the British pound; the Japanese yen; the Mexican peso; and certain multinational
currencies, such as the euro. It is expected that other futures contracts will
be developed and traded in the future.
The Fund may purchase and write call and put futures options. Futures
options possess many of the same characteristics as options on securities and
indexes (discussed above). A futures option gives the holder the right, in
return for the premium paid, to assume a long position (call) or short position
(put) in a futures contract at a specified exercise price at any time during the
period of the option. Upon exercise of a call futures option, the holder
acquires a long position in the futures contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true.
Futures contracts and futures options generally are standardized and traded
on a U.S. or other exchange, board of trade or similar entity, or quoted on an
automated quotation system.
When a purchase or sale of a futures contract is made by the Fund, the Fund
is required to deposit with its custodian (or broker, if legally permitted) a
specified amount of liquid assets ("initial margin"). The margin required for a
futures contract is set by the exchange on which the contract is traded and may
be modified during the term of the contract. The initial margin is in the nature
of a performance bond or good faith deposit on the futures contract which is
returned to the Fund upon termination of the contract, assuming all contractual
obligations have been satisfied. The Fund expects to earn taxable interest
income on its initial margin deposits. A futures contract held by the Fund is
valued daily at the official settlement price of the exchange on which it is
traded. Each day the Fund pays or receives cash, called "variation margin,"
equal to the daily change in value of the futures contract. This process is
known as "marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead a settlement between the Fund and the broker of
the amount one would owe the other if the futures contract expired. In computing
daily net asset value, the Fund will mark to market its open futures positions.
The Fund is also required to deposit and maintain margin with respect to
put and call options on futures contracts written by it. Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option and
other futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of the
underlying securities, generally these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts
(involving the same exchange, underlying security or index, and delivery month).
If an offsetting purchase price is less than the original sale price, the Fund
realizes a capital gain, or if it is more, the Fund realizes a capital loss.
Conversely, if an offsetting sale price is more than the original purchase
price, the Fund realizes a capital gain, or if it is less, the Fund realizes a
capital loss. The transaction costs must also be included in these calculations.
The Fund may write covered straddles consisting of a call and a put written
on the same underlying futures contract. The Fund may cover a straddle in
several ways including the following. A straddle will be covered when sufficient
assets are deposited to meet the Fund's immediate obligations. The Fund may use
the same liquid assets to cover both the call and put options where the exercise
price of the call and put are the same, or the exercise price of the call is
higher than that of the put. In such cases, the Fund will also segregate liquid
assets equivalent to the amount, if any, by which the put is "in the money."
The Fund is operated by a person who has claimed an exclusion from the
definition of the term "commodity pool operator" under the Commodity Exchange
Act (the "CEA"), and, therefore, such person is not subject to registration or
regulation as a pool operator under the CEA.
LIMITATIONS ON USE OF FUTURES AND FUTURES OPTIONS. When purchasing a
futures contract, the Fund will maintain with its custodian (and mark-to-market
on a daily basis) liquid assets, that, when added to the amounts deposited with
a futures commission merchant as margin, are equal to the market value of the
futures contract. Alternatively, the Fund may "cover" its position by purchasing
a put option on the same futures contract with a strike
21
price as high or higher than the price of the contract held by the Fund.
When selling a futures contract, the Fund will maintain with its custodian
(and mark-to-market on a daily basis) liquid assets that are equal to the market
value of the instruments underlying the contract. Alternatively, the Fund may
"cover" its position by owning the instruments underlying the contract (or, in
the case of an index futures contract, a portfolio with a volatility
substantially similar to that of the index on which the futures contract is
based), or by holding a call option permitting the Fund to purchase the same
futures contract at a price no higher than the price of the contract written by
the Fund (or at a higher price if the difference is maintained in liquid assets
with the Fund's custodian).
When selling a call option on a futures contract, the Fund will maintain
with its custodian (and mark-to-market on a daily basis) liquid assets that,
when added to the amounts deposited with a futures commission merchant as
margin, equal the total market value of the futures contract underlying the call
option. Alternatively, the Fund may cover its position by entering into a long
position in the same futures contract at a price no higher than the strike price
of the call option, by owning the instruments underlying the futures contract,
or by holding a separate call option permitting the Fund to purchase the same
futures contract at a price not higher than the strike price of the call option
sold by the Fund.
When selling a put option on a futures contract, the Fund will maintain
with its custodian (and mark-to-market on a daily basis) liquid assets that
equal the purchase price of the futures contract, less any margin on deposit.
Alternatively, the Fund may cover the position either by entering into a short
position in the same futures contract, or by owning a separate put option
permitting it to sell the same futures contract so long as the strike price of
the purchased put option is the same as or higher than the strike price of the
put option sold by the Fund.
Segregation of assets to cover the Fund's obligations under futures
contracts and related options will not eliminate the leverage risk arising from
such use, which may tend to exaggerate the effect on net asset value of any
increase or decrease in the market value of the Fund's portfolio, and may
require liquidation of portfolio positions when it is not advantageous to do so.
The Fund may also cover its obligations using other permitted methods not
described above.
The requirements for qualification as a regulated investment company also
may limit the extent to which the Fund may enter into futures, futures options
or forward contracts. See "Tax Matters."
RISKS ASSOCIATED WITH FUTURES AND FUTURES OPTIONS. There are several risks
associated with the use of futures contracts and futures options as hedging
techniques. A purchase or sale of a futures contract may result in losses in
excess of the amount invested in the futures contract. There can be no guarantee
that there will be a correlation between price movements in the hedging vehicle
and in the Fund securities being hedged. In addition, there are significant
differences between the securities and futures markets that could result in an
imperfect correlation between the markets, causing a given hedge not to achieve
its objectives. The degree of imperfection of correlation depends on
circumstances such as variations in speculative market demand for futures and
futures options, including technical influences in futures trading and futures
options, and differences between the financial instruments being hedged and the
instruments underlying the standard contracts available for trading in such
respects as interest rate levels, maturities and creditworthiness of issuers. A
decision as to whether, when and how to hedge involves the exercise of skill and
judgment, and even a well-conceived hedge may be unsuccessful to some degree
because of market behavior or unexpected interest rate trends.
Futures contracts on U.S. Government securities historically have reacted
to an increase or decrease in interest rates in a manner similar to that in
which the underlying U.S. Government securities reacted. To the extent, however,
that the Fund enters into such futures contracts, the value of such futures will
not vary in direct proportion to the value of the Fund's holdings of debt
obligations. Thus, the anticipated spread between the price of the futures
contract and the hedged security may be distorted due to differences in the
nature of the markets. The spread also may be distorted by differences in
initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.
Futures exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary
22
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time when
the Fund seeks to close out a futures contract or a futures option position, and
the Fund would remain obligated to meet margin requirements until the position
is closed. In addition, many of the contracts discussed above are relatively new
instruments without a significant trading history. As a result, there can be no
assurance that an active secondary market will develop or continue to exist.
SWAP AGREEMENTS. The Fund may enter into swap agreements with respect to
interest rates, currencies, indexes of securities and other assets or measures
of risk or return. The Fund may also enter into options on swap agreements
("swap options"). These transactions are entered into in an attempt to obtain a
particular return when it is considered desirable to do so, possibly at a lower
cost to the Fund than if the Fund had invested directly in an instrument that
yielded that desired return. Swap agreements are two-party contracts entered
into primarily by institutional investors for periods ranging from a few weeks
to more than one year. In a standard "swap" transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments, which may be adjusted for
an interest factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e., the
return on or increase in value of a particular dollar amount invested at a
particular interest rate or in a "basket" of securities representing a
particular index. Forms of swap agreements include interest rate caps, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates exceed a specified rate, or "cap"; interest
rate floors, under which, in return for a premium, one party agrees to make
payments to the other to the extent that interest rates fall below a specified
rate, or "floor"; and interest rate collars, under which a party sells a cap and
purchases a floor or vice versa in an attempt to protect itself against interest
rate movements exceeding given minimum or maximum levels. The Fund may use
interest rate caps, floors and collars to a substantial degree in connection
with its leveraging strategies. See "-Certain Interest Rate Swap Transactions"
below. A swap option 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. The Fund may write (sell) and purchase put and call swap
options.
Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently, the
Fund's current obligations (or rights) under a swap agreement will generally be
equal only to the net amount to be paid or received under the agreement based on
the relative values of the positions held by each party to the agreement (the
"net amount"). The Fund's current obligations under a swap agreement will be
accrued daily (offset against any amounts owed to the Fund). The Fund may use
swap agreements to add leverage to the portfolio. The Fund may (but is not
required to) cover any accrued but unpaid net amounts owed to a swap
counterparty through the segregation of liquid assets or other permitted means.
Obligations under swap agreements so covered will not be construed to be "senior
securities" for purposes of the Fund's investment restriction concerning senior
securities or borrowings.
Whether the Fund's use of swap agreements or swap options will be
successful in furthering its investment objectives will depend on Western
Asset's ability to predict correctly whether certain types of investments are
likely to produce greater returns than other investments. Because they are
two-party contracts and because they may have terms of greater than seven days,
swap agreements may be considered to be illiquid. Moreover, the Fund bears the
risk of loss of the amount expected to be received under a swap agreement in the
event of the default or bankruptcy of a swap agreement counterparty. The Fund
will enter into swap agreements only with counterparties that meet certain
standards of creditworthiness. The swaps market is a relatively new market and
is largely unregulated. Swap agreements of the type the Fund will enter into are
generally exempt from most provisions of the CEA and, therefore, are not
regulated as futures or commodity option transactions under the CEA. It is
possible that developments in the swaps market, including potential government
regulation, could adversely affect the Fund's ability to terminate existing swap
agreements or to realize amounts to be received under such agreements.
23
Depending on the terms of the particular option agreement, the Fund will
generally incur a greater degree of risk when it writes a swap option than it
will incur when it purchases a swap option. When the Fund purchases a swap
option, it risks losing only the amount of the premium it has paid should it
decide to let the option expire unexercised. However, when the Fund writes a
swap option, upon exercise of the option the Fund will become obligated
according to the terms of the underlying agreement.
CERTAIN INTEREST RATE SWAP TRANSACTIONS. As described above, the Fund may
enter into interest rate swaps and caps. Interest rate swaps involve the Fund's
agreement with the swap counterparty to pay a fixed rate payment in exchange for
the counterparty paying the Fund a variable rate payment that may be structured
so as to approximate the Fund's variable rate payment obligation on AMPS or any
variable rate borrowing or other form of leverage with a variable cost. The
payment obligation would be based on the notional amount of the swap. The Fund
may use an interest rate cap, which would require the Fund to pay a premium to
the cap counterparty and would entitle the Fund, to the extent that a specified
variable rate index exceeds a predetermined fixed rate, to receive from the
counterparty payment of the difference based on the notional amount. The Fund
may use interest rate swaps or caps with the intent to reduce or eliminate the
risk that an increase in short-term interest rates could have on the performance
of the common shares of beneficial interest of the Fund ("Common Shares") as a
result of the Fund's investments and capital structure, and may also use these
instruments for other hedging or investment purposes. Such transactions involve
costs, however, and may not be successful.
CREDIT DEFAULT SWAPS
The Fund may enter into credit default swap contracts for investment
purposes and to add leverage to the portfolio. As the seller in a credit default
swap contract, the 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 foreign 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, the Fund would keep the stream of
payments and would have no payment obligations. As the seller, the Fund would
effectively add leverage to its portfolio because, in addition to its total
managed assets, the Fund would be subject to investment exposure on the notional
amount of the swap.
The Fund may also 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 (as opposed to a credit downgrade or other
indication of financial instability). It would also involve credit risk - that
the seller may fail to satisfy its payment obligations to the Fund in the event
of a default.
STRUCTURED NOTES AND OTHER HYBRID INSTRUMENTS
The Fund may invest in "structured" notes, which are privately negotiated
debt obligations where the principal and/or interest is determined by reference
to the performance of a benchmark asset or market, such as selected securities
or an index of securities, or the differential performance of two assets or
markets, such as indices reflecting taxable and tax-exempt bonds. Depending on
the terms of the note, the Fund may forgo all or part of the interest and
principal that would be payable on a comparable conventional note. 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 which will serve to
magnify the potential for gain and the risk of loss. The Fund may use structured
notes to add leverage to the portfolio and for investment as well as risk
management purposes, such as to reduce the interest rate sensitivity of the
Fund's portfolio (and thereby decrease the Fund's exposure to interest rate
risk). Like other sophisticated strategies, the Fund's use of structured notes
may not work as intended; for example, by reducing the duration of the Fund's
portfolio, structured notes may limit the Fund's return when having a longer
duration would be beneficial (for instance, when interest rates decline).
Because structured notes of the type in which the Fund anticipates it will
invest typically involve no credit enhancement, their credit risk generally will
be equivalent to that of the underlying investments.
The Fund may invest in other types of "hybrid" instruments which combine
the characteristics of securities,
24
futures, and options. For example, the principal amount or interest rate of a
hybrid could be tied (positively or negatively) to the price of some commodity,
currency or securities index or another interest rate (each a "benchmark"). The
interest rate or (unlike most debt obligations) the principal amount payable at
maturity of a hybrid security may be increased or decreased, depending on
changes in the value of the benchmark. Hybrids can be used as an efficient means
of pursuing a variety of investment goals, including duration management and
increased total return. Hybrids may not bear interest or pay dividends. The
value of a hybrid or its interest rate may be a multiple of a benchmark and, as
a result, may be leveraged and move (up or down) more steeply and rapidly than
the benchmark. These benchmarks may be sensitive to economic and political
events that cannot be readily foreseen by the purchaser of a hybrid. Under
certain conditions, the redemption value of a hybrid could be zero. Thus, an
investment in a hybrid may entail significant market risks that are not
associated with a similar investment in a traditional, U.S. dollar-denominated
bond that has a fixed principal amount and pays a fixed rate or floating rate of
interest. The purchase of hybrids also exposes the Fund to the credit risk of
the issuer of the hybrids. These risks may cause significant fluctuations in the
net asset value of the Fund.
Certain issuers of structured products such as hybrid instruments may be
deemed to be investment companies as defined in the 1940 Act. As a result, the
Fund's investments in these products may be subject to limits applicable to
investments in investment companies and may be subject to restrictions contained
in the 1940 Act. Structured products are typically sold in private placement
transactions, and there currently is no active trading market for structured
products.
U.S. GOVERNMENT SECURITIES
U.S. Government securities are obligations of, or guaranteed by, the U.S.
Government, its agencies or instrumentalities. The U.S. Government does not
guarantee the net asset value or market price of the Fund's shares. Some U.S.
Government securities, such as U.S. TIPS and Treasury bills, notes and bonds,
and securities guaranteed by the GNMA, are supported by the full faith and
credit of the United States; others, such as those of the Federal Home Loan
Banks, are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as those of the FNMA, are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; and still
others, such as those of the Student Loan Marketing Association, are supported
only by the credit of the instrumentality. No assurance can be given that the
U.S. Government will provide financial support to U.S. Government-sponsored
instrumentalities if it is not obligated to do so by law. U.S. Government
securities include securities that have no coupons, or have been stripped of
their unmatured interest coupons, individual interest coupons from such
securities that trade separately and evidences of receipt of such securities.
Such securities may pay no cash income, and are purchased at a deep discount
from their value at maturity. See "--Zero-Coupon Bonds, Step-Ups and
Payment-In-Kind Securities." Custodial receipts issued in connection with
so-called trademark zero-coupon securities, such as CATs and TIGRs, are not
issued by the U.S. Treasury, and are therefore not U.S. Government securities,
although the underlying bond represented by such receipt is a debt obligation of
the U.S. Treasury. Other zero-coupon Treasury securities (e.g., STRIPs and
CUBEs) are direct obligations of the U.S. Government.
MUNICIPAL BONDS
The Fund may invest in municipal bonds which pay interest that, in the
opinion of bond counsel to the issuer (or on the basis of other authority
believed by Western Asset to be reliable), is exempt from federal income taxes
("municipal bonds"), although dividends that the Fund pays that are attributable
to such interest will not be tax-exempt to shareholders of the Fund.
Municipal bonds share the attributes of debt obligations in general, but are
generally issued by states, municipalities and other political subdivisions,
agencies, authorities and instrumentalities of states and multi-state agencies
or authorities. The municipal bonds that the Fund may purchase include general
obligation bonds and limited obligation bonds (or revenue bonds), including
industrial development bonds issued pursuant to former federal tax law. General
obligation bonds are obligations involving the credit of an issuer possessing
taxing power and are payable from such issuer's general revenues and not from
any particular source. Limited obligation bonds 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 or other specific revenue source.
Tax-exempt private activity bonds and industrial development bonds generally are
also revenue bonds and thus are not payable from the issuer's general revenues.
The credit and quality of private activity bonds and industrial development
bonds are usually related to the credit of the corporate user of the facilities.
Payment of interest on and repayment of principal of such bonds is the
25
responsibility of the corporate user (and/or any guarantor).
Municipal bonds are subject to credit and market risk. Generally, prices of
higher quality issues tend to fluctuate less with changes in market interest
rates than prices of lower quality issues and prices of longer maturity issues
tend to fluctuate more than prices of shorter maturity issues. Prices and yields
on municipal bonds are dependent on a variety of factors, including general
money-market conditions, the financial condition of the issuer, general
conditions of the municipal bond market, the size of a particular offering, the
maturity of the obligation and the rating of the issue. A number of these
factors, including the ratings of particular issues, are subject to change from
time to time. Information about the financial condition of an issuer of
municipal bonds may not be as extensive as that which is made available by
corporations whose securities are publicly traded. Obligations of issuers of
municipal bonds are subject to the provisions of bankruptcy, insolvency and
other laws, such as the Federal Bankruptcy Reform Act of 1978, affecting the
rights and remedies of creditors. Congress or state legislatures may seek to
extend the time for payment of principal or interest, or both, or to impose
other constraints upon enforcement of such obligations. There is also the
possibility that as a result of litigation or other conditions, the power or
ability of issuers to meet their obligations for the payment of interest and
principal on their municipal bonds may be materially affected or their
obligations may be found to be invalid or unenforceable.
WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT TRANSACTIONS
The Fund may purchase or sell securities on a when-issued, delayed delivery
or forward commitment basis. When such purchases are outstanding, the Fund will
segregate until the settlement date liquid assets in an amount sufficient to
meet the purchase price. Typically, no income accrues on securities the 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 segregated.
When purchasing a security on a when-issued, delayed delivery, or forward
commitment basis, the Fund assumes the rights and risks of ownership of the
security, including the risk of price and yield fluctuations, and takes such
fluctuations into account when determining its net asset value. Because the Fund
is not required to pay for the security until the delivery date, these risks are
in addition to the risks associated with the Fund's other investments. If the
Fund remains substantially fully invested at a time when when-issued, delayed
delivery, or forward commitment purchases are outstanding, the purchases may
result in a form of leverage.
When the Fund has sold a security on a when-issued, delayed delivery, or
forward commitment basis, the Fund does not participate in future gains or
losses with respect to the security. If the other party to a transaction fails
to deliver or pay for the securities, the Fund could miss a favorable price or
yield opportunity or could suffer a loss. The Fund may dispose of or renegotiate
a transaction after it is entered into, and may sell when-issued, delayed
delivery or forward commitment securities before they are delivered, which may
result in a capital gain or loss. When-issued, delayed delivery or forward
commitment transactions may be considered securities in themselves, and involve
a risk of loss if the value of the security to be purchased declines prior to
the settlement date, which risk is in addition to the risk of decline in the
value of the Fund's other assets. Where such purchases are made through dealers,
the Fund relies on the dealer to consummate the sale. The dealer's failure to do
so may result in the loss to the Fund of an advantageous yield or price. There
is no percentage limitation on the extent to which the Fund may purchase or sell
securities on a when-issued, delayed delivery, or forward commitment basis.
REPURCHASE AGREEMENTS
For the purposes of maintaining liquidity and achieving income or
otherwise, the Fund may enter into repurchase agreements with domestic
commercial banks or registered broker/dealers. A repurchase agreement is a
contract under which the Fund would acquire a security for a relatively short
period (usually not more than one week) subject to the obligation of the seller
to repurchase and the Fund to resell such security at a fixed time and price
(representing the Fund's cost plus interest). In the case of repurchase
agreements with broker-dealers, the value of the underlying securities (or
collateral) will be at least equal at all times to the total amount of the
repurchase obligation, including the interest factor. The Fund bears a risk of
loss in the event that the other party to a repurchase agreement defaults on its
obligations and the Fund is delayed or prevented from exercising its rights to
dispose of the collateral securities. This risk includes the risk of procedural
costs or delays in addition to a loss on the securities if their value should
fall below their repurchase price. Western Asset will monitor the
creditworthiness of the counterparties.
BORROWING
26
The Fund may borrow money to the extent permitted under the 1940 Act as
interpreted, modified or otherwise permitted by regulatory authority having
jurisdiction, from time to time. The Fund may from time to time borrow money to
add leverage to the portfolio. The Fund may also borrow money for temporary
administrative purposes.
Under the 1940 Act, the Fund generally is not permitted to engage in
borrowings unless immediately after a borrowing the value of the Fund's total
assets less liabilities (other than the borrowing and other senior securities)
is at least 300% of the principal amount of such borrowing. In addition, the
Fund is not permitted to declare any cash dividend or other distribution on the
Common Shares unless, at the time of such declaration, such asset coverage test
is satisfied. If the Fund borrows, it intends, to the extent possible, to prepay
all or a portion of the principal amount of the borrowing to the extent
necessary in order to maintain the required asset coverage. Failure to maintain
certain asset coverage requirements could result in an event of default and
entitle the holders of AMPS (the "AMPS Holders"), and other holders of preferred
shares of the Fund, if any, to elect a majority of the Trustees of the Fund.
As described elsewhere in this section and in the Prospectus, the Fund also
may enter into certain transactions, including reverse repurchase agreements,
credit default swap contracts and other derivative instruments that can
constitute a form of borrowing or financing transaction by the Fund. The Fund
may enter into these transactions in order to add leverage to the portfolio. See
"The Fund's Objectives, Strategies and Investments" in the Prospectus. The Fund
may (but is not required to) cover its commitment under these instruments by the
segregation of liquid assets or by entering into offsetting transactions or
owning positions covering its obligations. To the extent these instruments are
so covered, (1) they will not be considered "senior securities" under the 1940
Act and therefore will not be subject to the 300% asset coverage requirement
otherwise applicable to borrowings by the Fund and (2) investments in these
instruments (other than reverse repurchase agreements and dollar roll
transactions) will not be considered leverage for purposes of the Fund's policy
on the amount of leverage it may incur or considered "leverage" for purposes of
calculating the Fund's total managed assets. Although this Statement of
Additional Information describes certain permitted methods of segregating assets
or otherwise "covering" such transactions for these purposes, such descriptions
are not complete. The Fund may cover such transactions using other methods
currently or in the future permitted under the 1940 Act or orders issued by the
SEC thereunder. For these purposes, interpretations and guidance provided by the
SEC staff may be taken into account when deemed appropriate by the Fund.
Borrowing will tend to exaggerate the effect on net asset value of any increase
or decrease in the market value of the Fund's portfolio. Money borrowed will be
subject to interest costs which may or may not be recovered by appreciation of
the securities purchased. The Fund also may be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements would
increase the cost of borrowing over the stated interest rate.
REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements and economically
similar transactions in order to add leverage to the portfolio or for hedging or
cash management purposes. A reverse repurchase agreement involves the sale of a
portfolio-eligible security by the Fund, coupled with its agreement to
repurchase the instrument at a specified time and price. Under a reverse
repurchase agreement, the Fund continues to receive any principal and interest
payments on the underlying security during the term of the agreement. Reverse
repurchase agreements involve leverage risk and the risk that the market value
of securities retained by the Fund may decline below the repurchase price of the
securities sold by the Fund which it is obligated to repurchase. The Fund may
(but is not required to) segregate liquid assets, equal (on a daily
mark-to-market basis) to its obligations under reverse repurchase agreements. To
the extent that positions in reverse repurchase agreements are not so covered,
such transactions would be subject to the Fund's limitations on borrowings,
which would, among other things, restrict the aggregate of such transactions
(plus any other borrowings) to one-third of the Fund's total assets less
liabilities (other than the borrowings and other senior securities). Also,
reverse repurchase agreements involve the risk that the market value of the
securities retained in lieu of sale by the Fund in connection with the reverse
repurchase agreement may decline in price. If the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, such
buyer or its trustee or receiver may receive an extension of time to determine
whether to enforce the Fund's obligation to repurchase the securities, and the
Fund's use of the proceeds of the reverse repurchase agreement may effectively
be restricted pending such decision. Also, the Fund would bear the risk of loss
to the extent that the proceeds of the reverse repurchase agreement are less
than the value of the securities subject to
27
such agreement.
The Fund also may effect simultaneous purchase and sale transactions that
are known as "sale-buybacks." A sale-buyback is similar to a reverse repurchase
agreement, except that in a sale-buyback, the counterparty who purchases the
security is entitled to receive any principal or interest payments made on the
underlying security pending settlement of the Fund's repurchase of the
underlying security.
DOLLAR ROLLS
A "dollar roll" is similar to a reverse repurchase agreement in certain
respects. In a "dollar roll" transaction the Fund sells a security to a dealer
and simultaneously agrees to repurchase a similar security (but not the same
security) in the future at a pre-determined price. During the period between the
sale and repurchase, the Fund will not be entitled to receive interest and
principal payments on the securities sold. A "dollar roll" can be viewed, like a
reverse repurchase agreement, as a collateralized borrowing in which the Fund
pledges a security to a dealer to obtain cash. However, unlike reverse
repurchase agreements, the dealer or other party with which the Fund enters into
a dollar roll transaction is not obligated to return the same securities as
those originally sold by the Fund, but only securities which are "substantially
identical." To be considered "substantially identical," the securities returned
to the Fund generally must: (1) if applicable, be collateralized by the same
types of underlying mortgages and be issued by the same agency and be part of
the same program; (2) have a similar original stated maturity; (3) have
identical net coupon rates; (4) have similar market yields (and therefore
price); and (5) satisfy "good delivery" requirements, meaning that the aggregate
principal amounts of the securities delivered and received back must be within
2.5% of the initial amount delivered.
As with reverse repurchase agreements, to the extent that positions in
dollar roll agreements are not covered by segregated liquid assets, such
transactions would be subject to the Fund's restrictions on borrowings.
Proceeds of the sale will be invested in additional instruments for the
Fund, and the income from these investments will generate income for the Fund.
If such income does not exceed the income, capital appreciation and gain or loss
that would have been realized on the securities sold as part of the dollar roll,
the use of this technique will diminish the investment performance of the Fund
compared with what the performance would have been without the use of dollar
rolls. Dollar roll transactions involve the risk that the market value of the
securities the Fund is required to purchase may decline below the agreed upon
repurchase price of those securities. The Fund's right to purchase or repurchase
securities may be restricted. Successful use of mortgage dollar rolls may depend
upon Western Asset's ability to predict interest rates and prepayments
correctly. There is no assurance that dollar rolls can be successfully employed.
SHORT SALES
The Fund may make short sales of securities as part of its overall
portfolio management strategy and to offset potential declines in long positions
in securities in the Fund's portfolio. A short sale is a transaction in which
the Fund sells a security it does not own in anticipation that the market price
of that security will decline.
When the Fund makes a short sale on a security, it must borrow the security
sold short and deliver it to the broker-dealer through which it made the short
sale as collateral for its obligation to deliver the security upon conclusion of
the sale. The Fund may have to pay a fee to borrow particular securities and is
often obligated to pay over any accrued interest and dividends on such borrowed
securities.
If the price of the security sold short increases between the time of the
short sale and the time the Fund replaces the borrowed security, the Fund will
incur a loss; conversely, if the price declines, the Fund will realize a capital
gain. Any gain will be decreased, and any loss increased, by the transaction
costs described above. The successful use of short selling may be adversely
affected by imperfect correlation between movements in the price of the security
sold short and the securities being hedged.
To the extent that the Fund engages in short sales, it will provide
collateral to the broker-dealer. A short sale is "against the box" to the extent
that the Fund contemporaneously owns, or has the right to obtain at no added
cost, securities identical to those sold short. The Fund may also engage in
so-called "naked" short sales (i.e., short
28
sales that are not "against the box"), in which case the Fund's losses could be
unlimited, in cases where the Fund is unable for whatever reason to close out
its short position. The Fund has the flexibility to engage in short selling to
the extent permitted by the 1940 Act and rules and interpretations thereunder.
ILLIQUID SECURITIES
The Fund may invest up to 20% of its total managed assets in illiquid
securities. The term "illiquid securities" means securities that cannot be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the securities. Illiquid
securities are considered to include, among other things, written
over-the-counter options, securities or other liquid assets being used as cover
for such options, repurchase agreements with maturities in excess of seven days,
certain loan participation interests, fixed time deposits which are not subject
to prepayment or provide for withdrawal penalties upon prepayment (other than
overnight deposits), and other securities whose disposition is restricted under
the federal securities laws (other than securities issued pursuant to Rule 144A
under the 1933 Act and certain commercial paper).
Illiquid securities may include privately placed securities, which are sold
directly to a small number of investors, usually institutions. Unlike public
offerings, such securities are not registered under the federal securities laws.
Although certain of these securities may be readily sold, others may be
illiquid, and their sale may involve substantial delays and additional costs. In
addition, restricted securities may sell at a price lower than similar
securities that are not subject to restrictions on resale.
PORTFOLIO TRADING AND TURNOVER RATE
Portfolio trading may be undertaken to accomplish the investment objectives of
the Fund in relation to actual and anticipated movements in interest rates. In
addition, a security may be sold and another of comparable quality purchased at
approximately the same time to take advantage of what Western Asset believes to
be a temporary price disparity between the two securities. Temporary price
disparities between two comparable securities may result from supply and demand
imbalances where, for example, a temporary oversupply of certain bonds may cause
a temporarily low price for such bonds, as compared with other bonds of like
quality and characteristics. The Fund may also engage in short-term trading
consistent with its investment objectives. 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) and later sold, or
to recognize a gain.
A change in the securities held by the Fund is known as "portfolio turnover."
Western Asset manages the Fund without regard generally to restrictions on
portfolio turnover. The use of certain derivative instruments with relatively
short maturities may tend to exaggerate the portfolio turnover rate for the
Fund. Trading in debt obligations does not generally involve the payment of
brokerage commissions, but does involve indirect transaction costs. The use of
futures contracts may involve the payment of commissions to futures commission
merchants. High portfolio turnover (e.g., greater than 100%) involves
correspondingly greater expenses to the Fund, including brokerage commissions or
dealer mark-ups and other transaction costs on the sale of securities and
reinvestments in other securities. The higher the rate of portfolio turnover of
the Fund, the higher these transaction costs borne by the Fund generally will
be. Transactions in the Fund's portfolio securities may result in realization of
taxable capital gains (including short-term capital gains which are generally
taxed to shareholders at ordinary income tax rates). The trading costs and tax
effects associated with portfolio turnover may adversely affect the Fund's
performance.
The portfolio turnover rate of the Fund is calculated by dividing (a) the lesser
of purchases or sales of portfolio securities for the particular fiscal year by
(b) the monthly average of the value of the portfolio securities owned by the
Fund during the particular fiscal year. In calculating the rate of portfolio
turnover, there is excluded from both (a) and (b) all securities, including
options, whose maturities or expiration dates at the time of acquisition were
one year or less.
WARRANTS TO PURCHASE SECURITIES
The Fund may invest in warrants to purchase debt or equity securities. Debt
obligations with warrants attached to purchase equity securities have many
characteristics of convertible bonds and their prices may, to some degree,
reflect the performance of the underlying stock. Debt obligations also may be
issued with warrants attached to purchase additional debt securities at the same
coupon rate. A decline in interest rates would permit the Fund to buy additional
bonds at the favorable rate or to sell the warrants at a profit. If interest
rates rise, the warrants would generally expire. Warrants do not carry with them
the right to dividends or voting rights with respect to the securities that they
entitle their holder to purchase, and they do not represent any rights in the
assets of the issuer. As a result, warrants may be considered more speculative
than certain other types of investments. In addition, the value of a warrant
does not necessarily change with the value of the underlying securities and a
warrant ceases to have
29
value if it is not exercised prior to its expiration date.
SECURITIES LOANS
Subject to the Fund's "Investment Restrictions" listed below, the Fund may
make secured loans of its portfolio securities to brokers, dealers and other
financial institutions amounting to no more than one-third of its total assets
(including such loans). The risks in lending portfolio securities, as with other
extensions of credit, consist of possible delay in recovery of the securities or
possible loss of rights in the collateral should the borrower fail financially.
However, such loans will be made only to broker-dealers that are believed by
Western Asset to be of relatively high credit standing. Securities loans are
made to broker-dealers pursuant to agreements requiring that loans be
continuously secured by collateral consisting of U.S. Government securities,
cash or cash equivalents (negotiable certificates of deposit, bankers'
acceptances or letters of credit) maintained on a daily mark-to-market basis in
an amount at least equal at all times to the market value of the securities
lent. The borrower pays to the Fund, as the lender, an amount equal to any
dividends or interest received on the securities lent. The Fund may invest the
cash collateral received only in interest-bearing, short-term securities or
receive a fee from the borrower. In the case of cash collateral, the Fund
typically pays a rebate to the lender. Although voting rights or rights to
consent with respect to the loaned securities pass to the borrower, the Fund, as
the lender, retains the right to call the loans and obtain the return of the
securities loaned at any time on reasonable notice, and it will do so in order
that the securities may be voted by the Fund if the holders of such securities
are asked to vote upon or consent to matters materially affecting the
investment. The Fund may also call such loans in order to sell the securities
involved. When engaged in securities lending, the Fund's performance will
continue to reflect changes in the value of the securities loaned and will also
reflect the receipt of either interest, through investment of cash collateral by
the Fund in permissible investments, or a fee, if the collateral is U.S.
Government securities. The Fund may lend its portfolio securities so long as the
terms and the structure of such loans are not inconsistent with all regulatory
requirements, including the requirements of the 1940 Act and the New York Stock
Exchange. The Fund may pay fees in connection with loaned securities, so long as
such fees are set forth in a written contract and approved by the Fund's Board
of Trustees.
PARTICIPATION ON CREDITORS COMMITTEES
The Fund may from time to time participate on committees formed by
creditors to negotiate with the management of financially troubled issuers of
securities held by the Fund. Such participation may subject the Fund to expenses
such as legal fees and may make the Fund an "insider" of the issuer for purposes
of the federal securities laws, and therefore may restrict the Fund's ability to
trade in or acquire additional positions in a particular security when it might
otherwise desire to do so. Participation by the Fund on such committees also may
expose the Fund to potential liabilities under the federal bankruptcy laws or
other laws governing the rights of creditors and debtors. The Fund would
participate on such committees only when Western Asset believes that such
participation is necessary or desirable to enforce the Fund's rights as a
creditor or to protect the value of securities held by the Fund.
COLLATERALIZED BOND OBLIGATIONS
The Fund may invest in collateralized bond obligations ("CBOs"), which are
structured products backed by a diversified pool of high yield public or private
fixed income securities. The pool of high yield securities is typically
separated into tranches representing different degrees of credit quality. The
top tranche of CBOs, which represents the highest credit quality in the pool,
has the greatest collateralization and pays the lowest interest rate. Lower CBO
tranches represent lower degrees of credit quality and pay higher interest rates
to compensate for the attendant risks. The bottom tranche specifically receives
the residual interest payments (i.e., money that is left over after the higher
tiers have been paid) rather than a fixed interest rate. The return on the
bottom tranche of CBOs is especially sensitive to the rate of defaults in the
collateral pool.
MEZZANINE INVESTMENTS
The Fund may invest in certain high yield securities known as mezzanine
investments, which are subordinated debt securities which are generally issued
in private placements in connection with an equity security (e.g., with attached
warrants). Such mezzanine investments may be issued with or without registration
rights. Maturities of mezzanine investments are typically seven to ten years,
but the expected average life is significantly shorter at three to five years.
Mezzanine investments are usually unsecured and subordinate to other obligations
of
30
the issuer.
PROJECT LOANS
The Fund may invest in project loans, which are fixed income securities of
issuers whose revenues are primarily derived from mortgage loans to
multi-family, nursing home and other real estate development projects. The
principal payments on these mortgage loans will be insured by agencies and
authorities of the U.S. Government.
SHORT-TERM INVESTMENTS / TEMPORARY DEFENSIVE STRATEGIES
Upon Western Asset's recommendation, for temporary defensive purposes and
in order to keep the Fund's cash fully invested, including the period during
which the net proceeds of the offering are being invested, the Fund may invest
up to 100% of its total managed assets in high-quality, short-term debt
instruments. Such investments may prevent the Fund from achieving its investment
objectives.
INVESTMENT RESTRICTIONS
FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund may (except as noted below):
(1) Borrow money, make loans or issue senior securities to the fullest
extent permitted by the 1940 Act, the rules or regulations thereunder or
applicable orders of the SEC, as such statute, rules, regulations or orders may
be amended from time to time.
(2) Not invest 25% or more of its total assets in a particular industry or
group of industries. Securities issued or guaranteed by the U.S. Government or
its agencies or instrumentalities will not be considered to represent an
industry.
(3) Underwrite securities to the fullest extent permitted by the 1940 Act,
the rules or regulations thereunder or applicable orders of the SEC, as such
statute, rules, regulations or orders may be amended from time to time.
(4) Purchase or sell commodities, commodities contracts, futures contracts
and related options, options, forward contracts or real estate to the fullest
extent permitted by the 1940 Act, the rules or regulations thereunder or
applicable orders of the SEC, as such statute, rules, regulations or orders may
be amended from time to time.
The fundamental investment limitations set forth above restrict the Fund's
ability to engage in certain practices and purchase securities and other
instruments other than as permitted by, or consistent with, the 1940 Act.
Relevant limitations of the 1940 Act are described below. These limitations are
based either on the 1940 Act itself, the rules or regulations thereunder or
applicable orders of the SEC. In addition, interpretations and guidance provided
by the SEC staff may be taken into account, where deemed appropriate by the
Fund, to determine if a certain practice or the purchase of securities or other
instruments is permitted by the 1940 Act, the rules or regulations thereunder or
applicable orders of the SEC. As such, these limitations of the 1940 Act are not
"fundamental;" that is, the limitations will change as the statute, rules,
regulations or orders (or, if applicable, interpretations) change, and no
shareholder vote will be required or sought.
Fundamental Investment Restriction (1). Under the 1940 Act, the Fund may
only borrow up to one-third of the value of its total assets less liabilities
(other than liabilities representing senior securities). For more information on
leverage and the risks relating thereto, see "The Fund's Objectives, Strategies
and Investments" and "Risks - General Risks of Investing in the Fund - Leverage
Risk" in the Prospectus.
The 1940 Act also restricts the ability of any closed-end fund to lend.
Under the 1940 Act, the Fund may only make loans if expressly permitted to do
so by the Fund's investment policies, and the Fund may not make loans to
persons who control or are under common control with the Fund. Thus, the 1940
Act effectively prohibits the Fund from making loans to certain persons when
conflicts of interest or undue influence are most likely present. The Fund
may, however, make other loans which if made would expose shareholders to
additional risks, such as the failure of the other party to repay the loan.
The Fund retains the flexibility to make loans to the extent permitted by its
investment policies, other than loans of securities, which will be limited to
33 1/3% of the Fund's total assets.
31
The ability of a closed-end fund to issue senior securities is severely
circumscribed by complex regulatory constraints under the 1940 Act that
restrict, for instance, the amount, timing, and form of senior securities that
may be issued. Certain portfolio management techniques, such as reverse
repurchase agreements, credit default swaps, futures contracts, dollar rolls,
the purchase of securities on margin, short sales, or the writing of puts on
portfolio securities, may be considered senior securities unless appropriate
steps are taken to segregate the Fund's assets or otherwise cover its
obligations. To the extent the Fund covers its commitment under these
transactions, including by the segregation of liquid assets, such instrument
will not be considered a "senior security" by the Fund and therefore will not be
subject to the 300% asset coverage requirement otherwise applicable to
borrowings by the Fund (or, as the case may be, the 200% asset coverage
requirement applicable to preferred shares).
Under the 1940 Act, a "senior security" does not include any promissory
note or evidence of indebtedness where such loan is for temporary purposes only
and in an amount not exceeding 5% of the value of the total assets of the issuer
at the time the loan is made. A loan is presumed to be for temporary purposes if
it is repaid within sixty days and is not extended or renewed.
The AMPS are a senior security. See the Prospectus under the heading
"Description of Capital Structure" for more information.
Fundamental Investment Restriction (2). If the Fund were to invest 25% or
more of its total assets in a particular industry or group of industries,
investors would be exposed to greater risks because the Fund's performance would
be largely dependent on the performance of that industry or industries. For
purposes of this limitation, the Fund may invest 25% or more of its total assets
in certificates of deposit, banker's acceptances or other obligations issued by
domestic branches of U.S. or foreign banks for temporary defensive purposes or
in order to keep the Fund fully invested. The Fund's industry concentration
policy does not preclude it from investing 25% or more of its total assets in
issuers in a group of industries (such as different types of technology issuers)
for temporary defensive purposes or in order to keep the Fund fully invested,
including during the period during which the net proceeds of the offering are
being invested.
Fundamental Investment Restriction (3). The 1940 Act prohibits a
diversified closed-end fund from underwriting securities in excess of 25% of its
total assets.
Fundamental Investment Restriction (4). This restriction would permit
investment in commodities, commodities contracts (e.g., futures contracts or
related options), options, forward contracts or real estate to the extent
permitted under the 1940 Act. However, it is unlikely that the Fund would make
such investments, other than the use of futures contracts and related options,
options, forward contracts and certain real estate-related instruments as
explained in the Prospectus and this Statement of Additional Information. The
Fund, however, would like the ability to consider using these investment
techniques in the future. Commodities, as opposed to commodity futures,
represent the actual underlying bulk goods, such as grains, metals and
foodstuffs. Real estate-related instruments include real estate investment
trusts, commercial and residential mortgage-backed securities, and real estate
financings, and such instruments are generally sensitive to factors such as
changes in real estate values and property taxes, interest rates, cash flow of
underlying real estate assets, overbuilding, and the management skill and
creditworthiness of the issuer.
The restrictions listed above are fundamental policies of the Fund. Except as
described herein, the Fund, as a fundamental policy, may not alter these
policies without the approval of the holders of a majority of the outstanding
Common Shares and any preferred shares (including AMPS) voting together as a
single class, and of the holders of a majority of the outstanding preferred
shares (including AMPS) voting as a separate class. For purposes of the
foregoing, "majority of the outstanding," when used with respect to particular
shares of the Fund (whether voting together as a single class or voting as
separate classes), means (i) 67% or more of such shares present at a meeting, if
the holders of more than 50% of such shares are present or represented by proxy,
or (ii) more than 50% of such shares, whichever is less.
Unless otherwise indicated, all limitations applicable to the Fund's
investments (as stated above and elsewhere in this Statement of Additional
Information and the Prospectus) apply only at the time a transaction is entered
into. Any subsequent change in a rating assigned by any rating service to a
security (or, if unrated, deemed by Western Asset to be of comparable quality),
or change in the percentage of the Fund's assets invested in certain securities
or other instruments, or change in the average maturity or duration of the
Fund's investment portfolio,
32
resulting from market fluctuations or other changes in the Fund's total assets,
will not require the Fund to dispose of an investment. In the event that rating
agencies assign different ratings to the same security, Western Asset will
determine which rating it believes best reflects the security's quality and risk
at that time, which may be the higher of the several assigned ratings.
Under normal market conditions, the Fund will invest at least 80% of its
total managed assets in U.S. TIPS (as defined in the Prospectus). So long as and
to the extent it is required by applicable law, the Fund will not change the
policy described in the foregoing sentence unless it provides shareholders with
at least 60 days' written notice of such change. For purposes of such 80% test,
the Fund will consider instruments, including synthetic instruments, U.S. TIPS
if, in the judgment of Western Asset, they have economic characteristics similar
to U.S. TIPS.
As a diversified investment company under the 1940 Act, the Fund currently
may not, with respect to 75% of the Fund's total assets, purchase the securities
of any issuer, except securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or securities of other investment
companies, if, as a result (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer.
The Fund does not currently intend to invest for the purposes of obtaining
control of an issuer. However, through its purchase of the securities of an
issuer for investment purposes, the Fund may obtain control of an issuer. For
example, if an issuer's debt securities are converted into equity securities as
part of the issuer's plan of reorganization following bankruptcy, the Fund may
hold an interest in the issuer that gives it control of the issuer.
It is a condition of the issuance of the AMPS that they be issued with a
credit quality rating of "Aaa" from Moody's and "AAA" from S&P and Fitch. In
order to obtain and maintain the required ratings, the Fund will be required to
comply with investment quality, diversification and other guidelines established
by Moody's and Fitch. Such guidelines will likely be more restrictive than the
restrictions set forth above. The Fund does not anticipate that such guidelines
would have a material adverse effect on holders of Common Shares ("Common
Shareholders") or its ability to achieve its investment objectives. Moody's and
Fitch receive fees in connection with their ratings issuances.
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The business of the Fund is managed under the general direction of the Fund's
Board of Trustees. Subject to the provisions of the Fund's Amended and Restated
Agreement and Declaration of Trust (the "Declaration"), its Bylaws and
Massachusetts law, the Trustees have all powers necessary and convenient to
carry out this responsibility, including the election and removal of the Fund's
officers.
The Trustees and officers of the Fund, their ages, and a description of
their principal occupations during the past five years are listed below. Except
as shown, each Trustee's and officer's principal occupation and business
experience for the last five years have been with the employer(s) indicated,
although in some cases the Trustee or officer may have held different positions
with such employer(s). Unless otherwise indicated, the business address of the
persons listed below is c/o Western Asset Management Company, 385 East Colorado
Blvd., Pasadena, CA 91101.
NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) FUND COMPLEX
POSITION(S) LENGTH OF DURING THE PAST FIVE OVERSEEN BY OTHER DIRECTORSHIPS
NAME AND AGE(1) WITH THE FUND TIME SERVED YEARS TRUSTEE HELD BY TRUSTEE
--------------- ------------- ----------- ----- ------- ---------------
INDEPENDENT TRUSTEES
33
Peter Erichsen Trustee and Term expires in Vice President, General 2 Trustee of Western
Age: 47 Chairman of the 2006; served Counsel and Secretary of Asset/Claymore U.S.
Trustees since January 2004 the J. Paul Getty Trust Treasury Inflation
(2) (3) (2001-present); Governor Protected Securities
of the Philadelphia Fund (2003-present).
Stock Exchange
(1999-present); Chairman
of the Philadelphia
Stock Exchange's Audit
Committee
(1999-present).
Formerly: Vice President
and General Counsel of
the University of
Pennsylvania (1997-2001).
Ronald A. Nyberg Trustee Term expires in Founding partner of 3 Trustee of
Age: 50 (2) (3) 2006; served Nyberg & Gustafson, a MBIA/Claymore
since January 2004 law firm specializing in Managed Duration
corporate law, estate Investment Grade
planning and business Municipal Fund
transactions (2003-present);
(2000-present). Trustee of Advent
Formerly: Executive Vice Claymore Convertible
President, General Securities & Income
Counsel and Corporate Fund (2003-present);
Secretary of Van Kampen Trustee of Dreman/
Investments, an Claymore Dividend &
investment advisory firm Income Fund
(1982-1999). (2003-present);
Trustee of Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund (2003-present).
34
Ronald E. Toupin, Jr. Trustee Term expires in Formerly: Vice 3 Trustee of
Age: 45 (2) (3) 2007; served President, Manager and MBIA/Claymore
since January 2004 Portfolio Manager of Managed Duration
Nuveen Asset Management, Investment Grade
an investment advisory Municipal Fund
firm (1998-1999), Vice (2003-present);
President and Portfolio Trustee of Advent
Manager of Nuveen Claymore Convertible
Investment Advisory Securities & Income
Corporation, an Fund (2003-present);
investment advisory firm Trustee of Dreman/
(1992-1999), Vice Claymore Dividend &
President and Manager of Income Fund
Nuveen Unit Investment (2003-present);
Trusts (1991-1998) and Trustee of Western
Assistant Vice President Asset/Claymore U.S.
and Portfolio Manager of Treasury Inflation
Nuveen Unit Trusts Protected Securities
(1988-1990), each of Fund (2003-present).
John Nuveen & Company,
Inc. (1982-1999).
INTERESTED TRUSTEES
35
Nicholas Dalmaso Trustee Term expires in Senior Managing Director 3 Trustee of
Age: 38 2005; served and General Counsel of MBIA/Claymore
(4) since January 2004 Claymore Securities, Managed Duration
Inc. (2001-present) and Investment Grade
Claymore Advisors, LLC Municipal Fund
(2003-present); Vice (2003-present);
President and Assistant Director of Flaherty
Secretary of Flaherty & & Crumrine/Claymore
Crumrine/Claymore Preferred Securities
Preferred Securities Income Fund, Inc.
Income Fund, Inc. (2002-present);
(2002-present) and Director of Flaherty
Flaherty & & Crumrine/Claymore
Crumrine/Claymore Total Total Return Fund,
Return Fund, Inc. Inc. (2003-present);
(2003-present); Manager Trustee of Advent
of Claymore Fund Claymore Convertible
Management Company LLC Securities & Income
(2002-present); Vice Fund (2003-present);
President of Boyar Value Trustee of Dreman/
Fund (2003-present). Claymore Dividend &
Formerly: Assistant Income Fund
General Counsel of John (2003-present);
Nuveen and Company, Inc. Trustee of Western
(1999-2001); Vice Asset/Claymore U.S.
President and Associate Treasury Inflation
General Counsel of Van Protected Securities
Kampen Investments Fund (2003-present).
(1992-1999).
36
Randolph L. Kohn Trustee and Term expires in President, Western 2 Trustee of Western
Age: 57 President 2007; served Asset/Claymore U.S. Asset/Claymore U.S.
(5) since January Treasury Inflation Treasury Inflation
2004 (6) Protected Securities Fund Protected Securities
(2003-present). Formerly: Fund (2003-present).
Director, Global Client
Services and Marketing,
Western Asset Management
Company (1984-2002);
Director (1996-2001) and
Chairman (2000-2001),
Arroyo Seco, Inc.;
Director of Marketing,
American Express Asset
Management (1982-1984);
Director of Marketing,
First Asset Management
(1979-1982); Marketing
Executive, Kemper
Financial Services
(1975-1979).
OFFICERS
Gregory B. McShea Vice President Served since Head of Compliance, N/A N/A
Age: 37 January 2004 Western Asset Management
(6) Company (2003-present);
Vice President, Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund (2003-present).
Formerly: Associate
General Counsel and
Compliance Director,
Private Client Group,
Legg Mason Wood Walker,
Incorporated, a
brokerage firm ("LMWW")
(1997-2003).
37
Marie K. Karpinski Treasurer Served since Vice President, LMWW N/A N/A
Age: 55 January 2004 (1992-present); Vice
(6) President and Treasurer
100 Light Street of all Legg Mason retail
Baltimore, MD 21202 funds, open-end
investment companies
(1986-present); Vice
President and Treasurer
of Legg Mason Charles
Street Trust, Inc., an
open-end investment
company (1998-present);
Treasurer and Principal
Financial and Accounting
Officer of Pacific
American Income Shares,
Inc. (closed-end
investment company)
(2001-present), Western
Asset Funds, Inc.
(1990-present) and
Western Asset Premier
Bond Fund (2001-present)
and Western
Asset/Claymore U.S.
Treasury Inflation
Protected Securities
Fund (2003-present).
Formerly: Assistant
Treasurer of Pacific
American Income Shares,
Inc. (1988-2001).
38
Erin K. Morris Assistant Served since Assistant Vice President N/A N/A
Age: 37 Treasurer January 2004 of LMWW (2002-present);
(6) Assistant Treasurer of
100 Light Street Legg Mason Income Trust,
Baltimore, MD 21202 Inc., Legg Mason Cash
Reserve Trust, Legg
Mason Tax Exempt Trust,
Inc. (open-end
investment companies),
Legg Mason Tax-Free
Income Fund, Pacific
American Income Shares,
Inc., Western Asset
Funds, Inc. and Western
Asset Premier Bond Fund
(2001-present) and
Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities
Fund (2003-present);
Manager, Fund
Accounting, LMWW
(2000-present).
Formerly: Assistant
Manager, Fund
Accounting, LMWW
(1993-2000).
39
Steven M. Hill Assistant Served since Vice President, Claymore N/A N/A
Age: 39 Treasurer January 2004 Advisors, LLC and
(6) Claymore Securities,
210 N. Hale Street Inc. (2003-present);
Wheaton, IL 60187 Chief Financial Officer
and Treasurer,
Dreman/Claymore Dividend
& Income Fund
(2004-present).
Formerly: Treasurer,
Henderson Global Funds
and Operations Manager,
Henderson Global
Investors (North
America) Inc.
(2002-2003); Vice
President and Investment
Analyst, Nuveen
Investments/FrontPoint
Partners LLC
(1999-2002); Chief
Financial Officer,
Skyline Asset
Management, LP (1999);
Assistant Treasurer, Van
Kampen Mutual Funds and
Vice President of
Finance, Van Kampen
Investments (1989-1999).
40
Heidemarie Gregoriev Secretary Served since Vice President and N/A N/A
Age: 32 May 2004 Assistant General
Counsel, Claymore Advisors,
LLC and Claymore Securities,
Inc. (2004-present); Legal
Counsel, Henderson Global
Investors (North America)
Inc. and Assistant Secretary
(2001-2004) and Chief Legal
Officer (2003-2004) of Henderson
Global Funds; Attorney, Gardner,
Carton & Douglas, 1997-2001.
Richard Sarhaddi Assistant Served since Assistant Vice President, N/A N/A
Age: 30 Secretary May 2004 Claymore Advisors, LLC and
Claymore Securities, Inc.
(2004-present); Editor, CCH
Incorporated (2003-2004)
----------
(1) It is expected that upon completion of the offering of the AMPS,
Michael Larson will be elected by the current Trustees to serve as a
Trustee. Mr. Larson serves as Chief Investment Officer for William H. Gates
III (1994-present). In addition, Mr. Larson is a director of Pan American
Silver Corp., a silver mining, development and exploration company
(1999-present) and is also a director of Extend America, Inc., a
telecommunications company (2002-present).
(2) Member of the Audit Committee of the Board of Trustees.
41
(3) Member of the Governance and Nominating Committee of the Board of
Trustees.
(4) Mr. Dalmaso may be deemed an "interested person" (as defined in section
2(a)(19) of the 1940 Act) of the Fund on the basis of his position as an
officer of Claymore Advisors, LLC (the "Investment Advisor"), the Fund's
investment advisor, and his ownership of an interest therein.
(5) Mr. Kohn is an "interested person" (as defined above) of the Fund on
the basis of his former employment with Western Asset and certain of its
affiliated entities (as disclosed above), his position as President of the
Fund and his ownership of certain shares of common stock of Legg Mason,
Inc., Western Asset's parent company.
(6) Each officer shall hold office until his or her respective successor is
chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed with or without cause or becomes disqualified.
As of December 31, 2003, no Trustee beneficially owned securities of the Fund or
securities of any registered investment companies overseen or to be overseen by
the Trustee in the same "family of investment companies" as the Fund.
As of December 31, 2003, no Trustee who is not an "interested person" (as
defined in Section 2(a)(19) of the 1940 Act) of the Fund, and none of his or her
family members, had beneficial or record ownership in securities of an
investment adviser or principal underwriter of the Fund, or an entity (other
than a registered investment company) directly or indirectly controlling,
controlled by, or under common control with an investment adviser or principal
underwriter of the Fund.
The Fund's Board of Trustees has established an Audit Committee and a
Governance and Nominating Committee, each currently comprised of Messrs.
Erichsen, Nyberg and Toupin. Mr. Nyberg currently chairs the Governance and
Nominating Committee. Mr. Toupin currently chairs the Audit Committee. The Audit
Committee provides oversight with respect to the accounting and financial
reporting policies and practices of the Fund and, among other things, considers
the selection of independent public accountants for the Fund and the scope of
the audit and approves all significant services proposed to be performed by
those accountants on behalf of the Fund. The Governance and Nominating Committee
meets to select nominees for election as Trustees of the Fund and consider other
matters of Board policy. It is the policy of the Governance and Nominating
Committee to consider nominees recommended by shareholders. The procedures by
which shareholders can submit nominee recommendations to the Governance and
Nominating Committee are set forth in Appendix C to this Statement of Additional
Information. Because the Fund has only recently been organized, neither the
Board of Trustees nor any Committees held meetings in 2003.
As of April 16, 2004, the Fund's officers and Trustees as a group owned less
than 1% of the outstanding Common Shares.
Except as noted above, none of the independent Trustees has ever been a
director, officer, or employee of, or a consultant to, the Investment
Advisor, Western Asset, any one or more of the Underwriters or any one or
more affiliates of any of the foregoing. As indicated in the table above,
each officer of the Fund, except Ms. Gregoriev, Mr. Sarhaddi and Mr. Hill, is
affiliated with Western Asset. Ms. Gregoriev, Mr. Sarhaddi and Mr. Hill are
affiliated with the Investment Advisor.
In accordance with the Fund's staggered board (see "Anti-Takeover and Other
Provisions in the Declaration of Trust"), the Common Shareholders and the AMPS
Holders, if any, of the Fund will elect Trustees to fill the vacancies of
Trustees whose terms expire at each annual meeting of shareholders. If any AMPS
are outstanding, AMPS Holders, voting as a separate class, will elect two
Trustees and the remaining Trustees shall be elected by Common Shareholders and
AMPS Holders, voting together as a single class. AMPS Holders will be entitled
to elect a majority of the Fund's Trustees under certain circumstances.
Officers and Trustees of the Fund who are affiliated persons of the Fund, the
Investment Advisor, Western Asset or one or more of the Underwriters receive no
salary or fees from the Fund. Each other Trustee of the Fund receives a fee of
$8,000 annually for serving as a Trustee of the Fund, and a fee of $1,000 and
related expenses for each meeting of the Board of Trustees attended. The
Chairman of the Trustees receives an additional $1,500 per year for serving in
that capacity. Audit Committee members receive $500 for each meeting, and the
Audit Committee Chairman receives an additional $1,500 annually. Other committee
members receive $500 per meeting.
42
It is estimated that the Trustees will receive the amounts set forth in the
following table for the fiscal year ending December 31, 2004 from the Fund. For
the calendar year ended December 31, 2003, the Trustees received the
compensation set forth in the following table for serving as trustees of other
funds in the "Fund Complex."
TOTAL COMPENSATION
FROM THE FUND COMPLEX
ESTIMATED COMPENSATION PENSION OR PAID TO THE TRUSTEES FOR
FROM THE FUND FOR THE RETIREMENT BENEFITS ESTIMATED ANNUAL THE CALENDAR YEAR
FISCAL YEAR ENDING ACCRUED AS PART OF BENEFITS UPON ENDING DECEMBER 31,
NAME OF TRUSTEE DECEMBER 31, 2004* FUND EXPENSES RETIREMENT 2003**
--------------- ------------------ ------------- ---------- ------
INDEPENDENT TRUSTEES
Peter Erichsen $ 16,000 N/A N/A $ 5,953
Ronald Nyberg $ 14,500 N/A N/A $ 5,408
Ronald E. Toupin, Jr. $ 16,000 N/A N/A $ 5,953
INTERESTED TRUSTEES
Nicholas Dalmaso $ 0 N/A N/A N/A
Randolph L. Kohn $ 0 N/A N/A N/A
----------
* Since the Fund has not completed its first full fiscal year, compensation is
estimated based upon future payments to be made by the Fund during the current
fiscal year.
** Six funds (including the Fund) are considered to be in the same "Fund
Complex" as the Fund. This column does not include estimated compensation from
the Fund.
The Fund has no employees. Its officers are compensated by Western Asset or,
in the case of Ms. Gregoriev, Mr. Sarhaddi and Mr. Hill, Claymore Securities,
Inc., an affiliate of the Investment Advisor.
SHAREHOLDERS
As of April 16, 2004, the following persons owned of record the number of Common
Shares noted below, representing the indicated percentage of the Fund's
outstanding shares as of such date and, except as noted below, no other person
owned of record or, to the knowledge of the Fund, owned beneficially 5% or more
of any class of shares of the Fund.
PERCENTAGE OF THE FUND'S OUTSTANDING
SHARES
SHAREHOLDER NUMBER OF COMMON SHARES AS OF APRIL 16, 2004
----------- ----------------------- --------------------
Merrill Lynch, Pierce, Fenner & Smith 21,607,018 35.37%
Safekeeping
4 Corporate Place
Piscataway, NJ 08854
Legg Mason Wood Walker, Inc. 8,834,385 14.46%
100 Light Street
Baltimore, MD 21202
A.G. Edwards & Sons, Inc. 5,278,555 8.64%
2801 Clark Street, 25th Floor
St. Louis, MO 63103
RBC Dain Rauscher Inc. 3,822,065 6.36%
513 Marquette Avenue South
Minneapolis, MN 55402
It may not be possible for matters subject to a vote of a majority of the
outstanding voting securities of the Fund to be approved without the affirmative
vote of a "controlling" shareholder, and it may be possible for such matters to
be approved by a controlling shareholder without the affirmative vote of any
other shareholders.
INVESTMENT ADVISOR, INVESTMENT MANAGER AND ADMINISTRATOR
INVESTMENT ADVISOR
Claymore Advisors, LLC, a wholly-owned subsidiary of Claymore Group, Inc.,
a financial services holding company, serves as investment advisor to the Fund
pursuant to an advisory agreement (the "Investment Advisory Agreement") between
it and the Fund.
The Investment Advisor, subject to the supervision of the Board of Trustees, is
responsible for managing, either
43
directly or through others selected by the Investment Advisor, the investment
activities of the Fund. The Investment Advisor also provides, or oversees the
provision of, periodic reports on the investment performance of the Fund to the
Board of Trustees.
Subject to the control of the Trustees, the Investment Advisor also manages,
supervises or conducts certain of the business affairs of the Fund, provides
bookkeeping and certain clerical services (or subcontracts for such services)
and pays all salaries, fees and expenses of officers and Trustees of the Fund
who are affiliated with the Investment Advisor.
Pursuant to the Investment Advisory Agreement, the Fund has agreed to pay the
Investment Advisor an annual advisory fee, payable on a monthly basis, at the
annual rate of .60% of the Fund's average weekly assets for the services it
provides. "Average weekly assets" means the average weekly value of the total
assets of the Fund (including any assets attributable to leverage) minus accrued
liabilities (other than liabilities representing leverage). For purposes of
calculating "average weekly assets," neither the liquidation preference of any
preferred shares (including the AMPS) outstanding nor any liabilities associated
with any instruments or transactions used to leverage the Fund's portfolio
(whether or not such instruments or transactions are "covered" as described in
the Prospectus) is considered a liability. With respect to reverse repurchase or
dollar roll transactions, "average weekly assets" includes any proceeds from the
sale of an asset of the Fund to a counterparty in such a transaction, in
addition to the value of the underlying asset as of the relevant measuring date.
All fees and expenses are accrued daily and deducted before payment of dividends
to investors.
Except as otherwise described in the Prospectus, the Fund pays, in addition to
the investment advisory fee described above, all expenses not assumed by the
Investment Advisor or Western Asset, including, without limitation, fees and
expenses of Trustees who are not "interested persons" of the Fund, interest
charges, taxes, brokerage commissions, listing fees, expenses of issue of
shares, fees and expenses of registering and qualifying the Fund and its classes
of shares for distribution under federal and state laws and regulations, charges
of custodians, transfer or servicing agents and administrators, auditing and
legal expenses, expenses of determining net asset value of the Fund, reports to
shareholders, expenses of meetings of shareholders, expenses of printing and
mailing prospectuses, proxy statements and proxies to existing shareholders, and
its proportionate share of insurance premiums and professional association dues
or assessments. The Fund is also responsible for such nonrecurring expenses as
may arise, including litigation in which the Fund may be a party, and other
expenses as determined by the Trustees. The Fund may have an obligation to
indemnify its officers and Trustees with respect to such litigation.
INVESTMENT MANAGER
Western Asset, a wholly owned subsidiary of Legg Mason, Inc., a publicly traded
financial services holding company, serves as investment manager for the Fund
pursuant to a investment management agreement (the "Investment Management
Agreement") between the Investment Advisor and Western Asset. Under the
Investment Management Agreement, subject always to the control of the Trustees
and the supervision of the Investment Advisor, Western Asset's obligation is to
furnish continuously an investment program for the assets in the Fund, to make
investment decisions with respect to such assets and to place all orders for the
purchase and sale of portfolio securities and all other investments for the
Fund. Under the Investment Management Agreement, the Investment Advisor pays a
portion of the fees it receives from the Fund to Western Asset in return for
Western Asset's services in the aggregate amount of .27% of the Fund's average
weekly assets.
As indicated under "Portfolio Transactions -- Brokerage and Research Services,"
the Fund's portfolio transactions may be placed with broker-dealers which
furnish Western Asset, without cost, in connection with such brokerage
transactions, certain research, statistical and quotation services of value to
Western Asset or its affiliates in advising the Fund or its other clients. In so
doing, the Fund may incur greater brokerage commissions and other transactions
costs than it might otherwise pay.
CERTAIN TERMS OF THE INVESTMENT ADVISORY AGREEMENT AND THE INVESTMENT MANAGEMENT
AGREEMENT. The Investment Advisory Agreement and the Investment Management
Agreement were approved by the Trustees of the Fund (including all of the
Trustees who are not "interested persons" of Western Asset and/or the Investment
Advisor, as applicable). Each of the Investment Advisory Agreement and the
Investment Management Agreement will continue in force with respect to the Fund
for two years from its date, and from year to year thereafter, but only so long
as its continuance is approved at least annually by (i) the vote, cast in person
at a meeting called for that purpose, of a majority of those Trustees who are
not "interested persons" of Western Asset and/or the Investment Advisor (as
applicable) or the Fund, and by (ii) the majority vote of either the full Board
of Trustees or the vote of a majority of the outstanding shares of all classes
of the Fund. Each of the Investment Advisory Agreement and the Investment
Management Agreement automatically terminates on assignment. The Investment
Advisory Agreement may be terminated on 60 days' written notice by the
Investment Advisor to the Fund or by the Fund to the Investment Advisor. The
Investment Management Agreement may be terminated on 60 days' written notice by
44
Western Asset to the Investment Advisor, or by the Fund at any time by notice to
each of Western Asset and the Investment Advisor.
Each of the Investment Advisory Agreement and the Investment Management
Agreement provides that the Investment Advisor or Western Asset, as applicable,
shall not be subject to any liability in connection with the performance of its
services thereunder in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties.
TRUSTEE APPROVAL OF THE INVESTMENT ADVISORY AGREEMENT AND THE INVESTMENT
MANAGEMENT AGREEMENT. The Board of Trustees, including a majority of the
independent Trustees, considered and approved the Investment Advisory Agreement
and the Investment Management Agreement at an in-person meeting held on January
20, 2004.
INVESTMENT ADVISORY AGREEMENT
In arriving at their decision to approve the Investment Advisory Agreement,
the Trustees, assisted by their independent counsel, met with representatives of
the Investment Advisor and Western Asset and reviewed information prepared by
the Investment Advisor and Western Asset and materials provided by Fund counsel.
As part of their review, the Trustees first took note of the fact that the
Investment Advisor was newly organized, did not have any experience in providing
investment management services and would delegate all responsibility for
furnishing a continuous investment program for the Fund, and making investment
decisions with respect to the Fund's assets, to Western Asset. The Trustees then
examined the Investment Advisor's ability to provide investment oversight,
administrative and shareholder services to the Fund. As part of this
examination, the Trustees considered the experience and qualifications of the
personnel of the Investment Advisor that would be performing, or overseeing the
performance of, the services to be provided to the Fund; Claymore Securities,
Inc.'s provision of administrative and shareholder services to other funds; and
the needs of the Fund for administrative and shareholder services.
In addition, the Trustees reviewed, with respect to all of the Investment
Advisor's responsibilities under the Investment Advisory Agreement, information
regarding the nature, cost, scope and anticipated quality of the services
provided to the Fund and its shareholders under the Investment Advisory
Agreement. The Trustees were also provided with information regarding other fees
to be paid by the Fund or other parties in connection with the offering of the
Fund's Common Shares, including certain fees payable to Western Asset and
Claymore Securities, Inc. (as described in the Prospectus) and certain fees to
be paid to Merrill Lynch, Pierce, Fenner & Smith Incorporated by the Investment
Advisor for ongoing after-market services. The Trustees also examined the
investment advisory fees paid to investment advisors of, and expense ratios of,
comparable funds investing primarily in U.S. TIPS and certain other products
available from Western Asset for investments in U.S. TIPS, and noted that the
advisory fee to be paid by the Fund was 0.05% higher than that of Western
Asset/Claymore U.S. Treasury Inflation Protected Securities Fund. The Trustees
also noted the greater complexities in purchasing fixed income securities of
below investment grade quality, including in particular emerging markets debt
instruments. The Trustees also considered the Fund's hedging strategies and its
use of leverage, as well as the level of skill required to manage the Fund.
The Trustees further evaluated potential benefits of the advisory
relationship to the Investment Advisor, including the direct and indirect
benefits that the Investment Advisor may receive from its relationship with the
Fund. In this regard, the Trustees took into account services provided by
Claymore Securities, Inc., an affiliate of the Investment Advisor, to the Fund
as a principal underwriter with respect to the initial public offering of the
Fund's Common Shares and other distribution services. The Trustees noted the
fact that, because the advisory fees paid to the Investment Advisor by the Fund
are based on the Fund's average weekly assets, including assets represented by
preferred shares (including the AMPS) and other leverage, the Investment Advisor
has a financial incentive for the Fund to issue preferred shares (including the
AMPS) and incur other leverage, which may create a conflict of interest between
the Investment Advisor and the Fund's shareholders.
In arriving at a decision to approve the Investment Advisory Agreement, the
Trustees, including the independent Trustees, did not identify any single matter
as all-important or controlling, and the foregoing summary does not detail all
the matters considered. The Trustees judged the terms and conditions of the
Investment Advisory Agreement, including the investment advisory fees, in light
of all of the surrounding circumstances. Based upon their review, the Trustees,
including all of the independent Trustees, determined, in the exercise of their
business judgment, that approval of the Investment Advisory Agreement was in the
best interest of the Fund and its shareholders.
45
INVESTMENT MANAGEMENT AGREEMENT
In arriving at their decision to approve the Investment Management
Agreement, the Trustees, assisted by their independent counsel, met with
representatives of the Investment Advisor and Western Asset and reviewed
information prepared by the Investment Advisor and Western Asset and materials
provided by Fund counsel. As part of their review, the Trustees examined Western
Asset's ability to provide investment management services to the Fund. The
Trustees were provided with information on the investment philosophy and
research and decision-making processes of Western Asset; the investment
management fees charged by advisors of certain other Funds investing primarily
in U.S. TIPS and certain other products available from Western Asset for
investments in U.S. TIPS; the Fund's hedging strategies and its use of leverage;
and the level of skill required to manage the Fund. Based on the foregoing, the
Trustees concluded that Western Asset's investment process, research
capabilities and philosophy were well suited to the Fund given the Fund's
investment objectives and policies.
In addition, the Trustees reviewed information regarding the nature, cost,
scope and anticipated quality of the services provided to the Fund and its
shareholders under the Investment Management Agreement.
The Trustees further evaluated potential benefits of the advisory
relationship to Western Asset, including the direct and indirect benefits that
Western Asset may receive from its relationship with the Fund. In this regard,
the Trustees took into account services provided by affiliates of Western Asset
to the Fund, including services provided by Legg Mason Wood Walker, Incorporated
as a principal underwriter with respect to the initial public offering of the
Fund's Common Shares and the engagement of Legg Mason Fund Adviser, Inc. (the
"Administrator") as the Fund's administrator. The Trustees noted the fact that,
because the advisory fees paid to Western Asset by the Investment Advisor are
based on the Fund's average weekly assets, including assets represented by
preferred shares (including the AMPS) and other leverage, Western Asset has a
financial incentive for the Fund to issue preferred shares (including the AMPS)
and incur other leverage, which may create a conflict of interest between
Western Asset and the Fund's shareholders.
In arriving at a decision to approve the Investment Management Agreement,
the Trustees, including the independent Trustees, did not identify any single
matter as all-important or controlling, and the foregoing summary does not
detail all the matters considered. The Trustees judged the terms and conditions
of the Investment Management Agreement, including the investment advisory fees,
in light of all of the surrounding circumstances. Based upon their review, the
Trustees, including all of the independent Trustees, determined, in the exercise
of their business judgment, that approval of the Investment Management Agreement
was in the best interest of the Fund and its shareholders.
ADMINISTRATIVE SERVICES
Pursuant to an Administrative Services Agreement between the Fund and the
Administrator, an affiliate of Western Asset, the Administrator performs or
arranges for the performance of certain administrative and accounting functions
for the Fund, including: (i) oversight of the maintenance of the Fund's books
and records which are maintained by the Fund's custodian and the Fund's transfer
agent; (ii) calculation and publication of the Fund's net asset value daily;
(iii) preparation of financial information for the Fund's reports to
shareholders; (iv) preparation of all tax returns to be filed by the Fund; (v)
oversight, or preparation, of performance calculations, expense budgets and
expense ratios and the Fund's periodic dividends and distributions; (vi)
preparation of reports required by any stock exchange on which the Fund's shares
are listed; (vii) preparation and filing of Forms N-SAR and N-CSR; (viii)
preparation, or arranging for the preparation, of ratings agencies' asset
coverage tests with respect to the issuance of preferred securities (as needed);
and (ix) oversight of any stock purchase or dividend reinvestment program
authorized by the Fund. In consideration of the services provided by the
Administrator, the Fund will pay the Administrator a fee, paid monthly, at an
annual rate of $125,000.
CODES OF ETHICS
The Fund, the Investment Advisor and Western Asset have adopted codes of
ethics under Rule 17j-1 of the 1940 Act. These codes permit personnel subject to
the codes to invest in securities, including securities that may be purchased or
held by the Fund. Text-only versions of the codes of ethics may be viewed online
or downloaded from the EDGAR Database on the SEC's internet web site at
www.sec.gov. You may also review and copy those
46
documents by visiting the SEC's Public Reference Room in Washington, DC.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 202-942-8090. In addition, copies of the codes of ethics may
be obtained, after mailing the appropriate duplicating fee, by writing to the
SEC's Public Reference Section, 450 5th Street, N.W., Washington, DC 20549-0102
or by e-mail request at publicinfo@sec.gov.
PORTFOLIO TRANSACTIONS
INVESTMENT DECISIONS AND PORTFOLIO TRANSACTIONS
The Investment Advisor has delegated to Western Asset the responsibility
for making investment decisions for the Fund. Investment decisions for the Fund
and for the other investment advisory clients of Western Asset are made with a
view to achieving their respective investment objectives. Investment decisions
are the product of many factors in addition to basic suitability for the
particular client involved (including the Fund). Some securities considered for
investments by the Fund may also be appropriate for other clients served by
Western Asset, including accounts of employees and affiliates. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. If a purchase
or sale of securities consistent with the investment policies of the Fund and
one or more of these clients served by Western Asset is considered at or about
the same time, transactions in such securities will be allocated among the Fund
and clients in a manner deemed fair and reasonable by Western Asset. Western
Asset may aggregate orders for the Fund with simultaneous transactions entered
into on behalf of its other clients so long as price and transaction expenses
are averaged either for that transaction or for the day. Likewise, a particular
security may be bought for one or more clients when one or more clients are
selling the security. In some instances, one client may sell a particular
security to another client. There may be circumstances when purchases or sales
of portfolio securities for one or more clients will have an adverse effect on
other clients.
BROKERAGE AND RESEARCH SERVICES
There is generally no stated commission in the case of fixed income
securities, which are traded in the over-the-counter markets, but the price paid
by the Fund usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a disclosed, fixed
commission or discount retained by the underwriter or dealer. Transactions on
U.S. stock exchanges and other agency transactions involve the payment by the
Fund of negotiated brokerage commissions. Such commissions vary among different
brokers. Also, a particular broker may charge different commissions according to
such factors as the difficulty and size of the transaction.
Western Asset places all orders for the purchase and sale of portfolio
securities, options, futures contracts and other instruments for the Fund and
buys and sells such securities, options, futures and other instruments for the
Fund through a substantial number of brokers and dealers. In so doing, Western
Asset uses its best efforts to obtain for the Fund the most favorable price and
execution available, except to the extent it may be permitted to pay higher
brokerage commissions as described below. In seeking the most favorable price
and execution, Western Asset, having in mind the Fund's best interests,
considers all factors it deems relevant, including, by way of illustration,
price, the size of the transaction, the nature of the market for the security,
the amount of the commission, the timing of the transaction taking into account
market prices and trends, the reputation, experience and financial stability of
the broker-dealer involved and the quality of service rendered by the
broker-dealer in other transactions.
It has for many years been a common practice in the investment advisory
business for advisors of investment companies and other institutional investors
to receive research services from broker-dealers which execute portfolio
transactions for the clients of such advisors. Consistent with this practice,
Western Asset may receive research services from many broker-dealers with which
Western Asset places the Fund's portfolio transactions. Western Asset may also
receive research or research credits from brokers which are generated from
underwriting commissions when purchasing new issues of debt securities or other
assets for the Fund. These services, which in some cases may also be purchased
for cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
Western Asset in advising various of its clients (including the Fund), although
not all of these services are necessarily useful and of value in managing the
Fund. The management fee paid by the Fund to Western Asset is not reduced
because Western Asset and its affiliates
47
receive such services.
As permitted by Section 28(e) of the Securities Exchange Act of 1934,
Western Asset may cause the Fund to pay a broker-dealer which provides
"brokerage and research services" (as defined in such Act) to Western Asset an
amount of disclosed commission for effecting a securities transaction for the
Fund in excess of the commission which another broker-dealer would have charged
for effecting that transaction.
The Fund may use broker-dealers that are affiliates (or affiliates of
affiliates) of the Fund, the Investment Advisor and/or Western Asset.
DISTRIBUTIONS
See "Description of AMPS - Dividends and Rate Periods" and "Description of
Capital Structure" in the prospectus for information related to distributions
made to AMPS Holders.
For tax purposes, the Fund is currently required to allocate net capital
gain and other taxable income, if any, among the Common Shares, the Series M
AMPS, the Series T AMPS, the Series W AMPS, the Series TH AMPS and the Series F
AMPS in proportion to total dividends paid to each class for the year in which
such capital gain or other taxable income is realized.
While any AMPS are outstanding, the Fund may not declare any cash dividend
or other distribution on its Common Shares unless at the time of such
declaration (1) all accrued dividends on AMPS have been paid, (2) the value of
the Fund's total assets (determined after deducting the amount of such dividend
or other distribution), less all liabilities and indebtedness of the Fund not
represented by "senior securities" (as defined in the 1940 Act), is at least
300% of the aggregate amount of senior securities representing indebtedness (to
the extent any such senior securities are outstanding) and at least 200% of the
aggregate amount of any senior securities representing indebtedness plus the
aggregate liquidation value of the outstanding preferred shares (expected to
equal the aggregate original purchase price of the outstanding preferred shares
plus any accrued and unpaid dividends thereon, whether or not earned or declared
and on a cumulative basis), (3) the Fund has redeemed the full number of AMPS
and any other preferred shares outstanding required to be redeemed by any
provision for mandatory redemption, and (4) other requirements imposed by any
rating agencies rating any AMPS issued by the Fund have been met.
These latter limitations on the Fund's ability to make distributions on its
Common Shares could cause the Fund to incur income and excise tax and, under
certain circumstances, impair the ability of the Fund to maintain its
qualification for taxation as a regulated investment company. See "Tax Matters."
The Fund has paid dividends, in the amount of $0.06875 per Common Share,
on April 30, 2004.
DESCRIPTION OF SHARES
COMMON SHARES
The Fund's Declaration authorizes the issuance of an unlimited number of Common
Shares. The Common Shares currently outstanding have been issued without par
value. All Common Shares of the Fund have equal rights as to the payment of
dividends and the distribution of assets upon liquidation of the Fund. The
Common Shares currently outstanding have been fully paid and, subject to matters
discussed in "Anti-Takeover and Other Provisions in the Declaration of Trust -
Shareholder Liability" below, are non-assessable, and have no pre-emptive or
conversion rights or rights to cumulative voting. At any time when the Fund's
AMPS are outstanding, Common Shareholders will not be entitled to receive any
distributions from the Fund unless all accrued dividends on AMPS have been paid,
asset coverage (as defined in the 1940 Act) with respect to AMPS and senior
securities representing indebtedness (to the extent any such senior securities
are outstanding) would be at least 200% and 300%, respectively, after giving
effect to such distributions, and other requirements imposed by any rating
agencies rating any AMPS issued by the Fund have been met. See "-AMPS" below.
See "Description of AMPS - Dividends and Rate Periods - Restrictions on
Dividends and Other Distributions," "Description of AMPS - Rating Agency
Guidelines and Asset Coverage" and "Description of Capital Structure" in the
Prospectus.
The Common Shares are listed on the New York Stock Exchange. The Fund intends to
hold annual meetings of shareholders so long as the Common Shares are listed on
a national securities exchange and such meetings are required as a condition to
such listing.
Shares of closed-end investment companies may frequently trade at prices lower
than net asset value. Shares of
48
closed-end investment companies like the Fund that invest primarily in
investment grade debt obligations have during some periods traded at prices
higher than net asset value and during other periods traded at prices lower than
net asset value. There can be no assurance that Common Shares or shares of other
similar funds will trade at a price higher than net asset value in the future.
Net asset value generally increases when interest rates decline, and decreases
when interest rates rise, and these changes are likely to be greater in the case
of a fund, such as the Fund, having a leveraged capital structure. See
"Repurchase of Common Shares; Conversion to Open-End Fund" below and the Fund's
Prospectus under "Repurchase of Fund Shares; Conversion to Open-End Fund."
AMPS
See "Description of AMPS" and "Description of Capital Structure" in the
Prospectus for information relating to the AMPS. Revised Article 12 set forth in
the Fund's Amended and Restated Bylaws (the "Amended and Restated Bylaws"),
which establishes many of the terms of the AMPS, is set forth in its entirety in
Appendix C to this Statement of Additional Information.
ADDITIONAL INFORMATION CONCERNING
THE AUCTIONS FOR AMPS
GENERAL
AUCTION AGENCY AGREEMENT. The Fund will enter into an auction agency
agreement with the auction agent (currently, The Bank of New York) which
provides, among other things, that the auction agent will follow the auction
procedures set forth in the Amended and Restated Bylaws for purposes of
determining the applicable rate for AMPS so long as the applicable rate for such
shares is to be based on the results of an auction.
BROKER-DEALER AGREEMENTS. Each auction requires the participation of one or
more broker-dealers that have entered into a separate agreement with the auction
agent (each, a "Broker-Dealer"). The auction agent will enter into broker-dealer
agreements with one or more Broker-Dealers selected by the Fund that provide for
the participation of those Broker-Dealers in auctions for AMPS.
SECURITIES DEPOSITORY. The Depository Trust Company ("DTC") will act as
securities depository for the agent members with respect to each series of AMPS.
One certificate for each series of the AMPS will be registered in the name of
Cede & Co., as nominee of DTC. Such certificates will bear a legend to the
effect that such certificate is issued subject to the provisions restricting
transfers of AMPS contained in the Bylaws. Prior to the commencement of the
right of AMPS Holders to elect a majority of the Fund's Trustees, as described
under "Description of AMPS - Voting Rights" in the Prospectus, Cede & Co. will
be the holder of record of all AMPS, and owners of such shares will not be
entitled to receive certificates representing their ownership interest in such
shares.
DTC, a New York-chartered limited purpose trust company, performs services
for its participants, some of whom (and/or their representatives) own DTC. DTC
maintains lists of its participants and will maintain the positions (ownership
interests) held by each such participant (the "agent member") in AMPS, whether
for its own account or as a nominee for another person. Additional information
concerning DTC and the DTC depository system is included as an Exhibit to the
Registration Statement of which this Statement of Additional Information forms a
part.
AUCTION AGENT
The auction agent will act as agent for the Fund in connection with
auctions. In the absence of bad faith or negligence on its part, the auction
agent will not be liable for any action taken, suffered, or omitted or for any
error of judgment made by it in the performance of its duties under the auction
agency agreement.
The auction agent may rely, as evidence of the identities of the existing
AMPS Holders, upon the auction agent's registry of existing holders, the results
of auctions and notices from any Broker-Dealer (or other person, if permitted by
the Fund) with respect to transfers described under "The Auction" in the
Prospectus, and notices from the Fund. The auction agent is not required to
accept any such notice for an auction unless it is received by the auction agent
by 3:00 p.m., New York City time, on the business day preceding such auction.
The auction agent may terminate the auction agency agreement upon notice to
the Fund on a date no earlier than 60 days after such notice (30 days after such
notice, if the auction agent has not been paid). If the auction agent
49
should resign, the Fund will attempt to appoint a successor auction agent. The
Fund may remove the auction agent provided that prior to such removal the Fund
shall have entered into an agreement with a successor auction agent to perform
substantially similar services.
BROKER-DEALERS
After each auction for shares of each series of AMPS, the auction agent
will pay to each Broker-Dealer, from funds provided by the Fund, a service
charge that will generally be at the annual rate of 1/4 of 1% of the stated
value ($25,000) of the AMPS held by such Broker-Dealer's customers upon
settlement in such auction.
The Broker-Dealer agreement provides that a Broker-Dealer (other than an
affiliate of the Fund) may submit orders in auctions for its own account, unless
the Fund notifies all Broker-Dealers that they may no longer do so, in which
case Broker-Dealers may continue to submit hold orders and sell orders for their
own accounts. Any Broker-Dealer that is an affiliate of the Fund may submit
orders in auctions, but only if such orders are not for its own account. If a
Broker-Dealer submits an order for its own account in any auction, it might have
an advantage over other bidders because it would have knowledge of all orders
submitted by it in that auction; such Broker-Dealer, however, would not have
knowledge of orders submitted by other Broker-Dealers in that auction.
The Fund may request the auction agent to terminate one or more
Broker-Dealer agreements at any time upon five days' notice, provided that at
least one Broker-Dealer agreement is in effect after such termination.
ANTI-TAKEOVER AND OTHER PROVISIONS IN THE DECLARATION OF TRUST
SHAREHOLDER LIABILITY
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Fund. However, the Declaration
contains an express disclaimer of shareholder liability for acts or obligations
of the Fund and requires that notice of such disclaimer be given in each
agreement, obligation or instrument entered into or executed by the Fund or the
Trustees. The Declaration also provides for indemnification out of the Fund's
property for all loss and expense of any shareholder held personally liable on
account of being or having been a shareholder. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which such disclaimer is inoperative or the Fund is unable to
meet its obligations, and thus should be considered remote.
ANTI-TAKEOVER PROVISIONS
As described below, the Declaration includes provisions that could have the
effect of limiting the ability of other entities or persons to acquire control
of the Fund or to change the composition of its Board of Trustees, and could
have the effect of depriving shareholders of opportunities to sell their shares
at a premium over prevailing market prices by discouraging a third party from
seeking to obtain control of the Fund.
The Fund's Trustees are divided into three classes (Class I, Class II and Class
III), having initial terms of one, two and three years, respectively. At each
annual meeting of shareholders, the term of one class will expire and each
Trustee elected to that class will hold office for a term of three years. The
classification of the Board of Trustees in this manner could delay for an
additional year the replacement of a majority of the Board of Trustees. In
addition, subject to any voting powers of Common Shareholders or AMPS Holders,
the Declaration provides that a Trustee may be removed only for cause and only
(i) by action of at least seventy-five percent (75%) of the outstanding shares
of the classes or series of shares entitled to vote for the election of such
Trustee, at a meeting called for such purpose, or (ii) by at least seventy-five
percent (75%) of the remaining Trustees.
Except as provided in the next paragraph, the affirmative vote or consent of at
least seventy-five percent (75%) of the Board of Trustees and at least
seventy-five percent (75%) of the shares of the Fund outstanding and entitled to
vote thereon is required to authorize any of the following transactions (each a
"Material Transaction"): (1) a merger, consolidation or share exchange of the
Fund or any series or class of shares of the Fund with or into any other person
or company, or of any such person or company with or into the Fund or any such
series or class of shares; (2) the issuance or transfer by the Fund or any
series or class of shares of any securities issued by the Fund or such series or
class to any other person or entity for cash, securities or other property (or
combination thereof), excluding sales of securities of the Fund or such series
or class in connection with a public offering and issuances of securities of the
Fund or such series or class pursuant to a dividend reinvestment plan adopted by
the Fund; or (3) a sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Fund or any series or class of shares (in one or a series of
transactions in any twelve-month period) to or with any person of any assets of
the Fund or such series or
50
class having an aggregate fair market value of $1,000,000 or more, except for
transactions effected by the Fund or such series or class in the ordinary course
of its business. The same affirmative votes are required with respect to any
shareholder proposal as to specific investment decisions made or to be made with
respect to the Fund's assets or the assets of any series or class of shares of
the Fund.
Notwithstanding the approval requirements specified in the preceding paragraph,
the Declaration requires no vote or consent of the Fund's shareholders to
authorize a Material Transaction if the transaction is approved by a vote of
both a majority of the Board of Trustees and seventy-five percent (75%) of the
Continuing Trustees (as defined below), so long as all other conditions and
requirements, if any, provided for in the Fund's Bylaws and applicable law
(including any shareholder voting rights under the 1940 Act) have been
satisfied.
In addition, the Declaration provides that the Fund may be terminated at any
time by vote or consent of at least seventy-five percent (75%) of the Fund's
shares or, alternatively, by vote or consent of both a majority of the Board of
Trustees and seventy-five percent (75%) of the Continuing Trustees (as defined
below). A vote of both a majority of the Board of Trustees and seventy-five
percent (75%) of the Continuing Trustees (as defined below) is required for
distributions to the Fund's shareholders (in one or a series of distributions)
during any twelve-month period of any property (in cash, shares or otherwise)
with an aggregate fair market value in excess of 110% of the income and gains
(accrued or realized) of the Fund during such twelve-month period.
In certain circumstances, the Declaration also imposes shareholder voting
requirements that are more demanding than those required under the 1940 Act in
order to authorize a conversion of the Fund from a closed-end to an open-end
investment company. See "Repurchase of Common Shares; Conversion to Open-End
Fund" below.
The Trustees may from time to time grant other voting rights to
shareholders with respect to these and other matters in the Fund's Bylaws.
As noted, the voting provisions described above could have the effect of
depriving Common Shareholders of an opportunity to sell their Common Shares at a
premium over prevailing market prices by discouraging a third party from seeking
to obtain control of the Fund in a tender offer or similar transaction. In the
view of the Fund's Board of Trustees, however, these provisions offer several
possible advantages, including: (1) requiring persons seeking control of the
Fund to negotiate with its management regarding the price to be paid for the
amount of Common Shares required to obtain control; (2) promoting continuity and
stability; and (3) enhancing the Fund's ability to pursue long-term strategies
that are consistent with its investment objectives and management policies. The
Board of Trustees has determined that the voting requirements described above,
which are generally greater than the minimum requirements under the 1940 Act,
are in the best interests of the Fund's Common Shareholders generally.
A "Continuing Trustee," as used in the discussion above, is any member of the
Fund's Board of Trustees who (i) has been a member of the Board for a period of
at least thirty-six months (or since immediately after the initial registered
public offering of the Fund's Common Shares, if less than thirty-six months),
(ii) was nominated to serve as a member of the Board of Trustees by a majority
of the Continuing Trustees then members of the Board or (iii) prior to the first
sale of shares pursuant to an initial registered public offering, serves as a
Trustee.
The foregoing is intended only as a summary and is qualified in its entirety by
reference to the full text of the Declaration and the Fund's Bylaws, both of
which have been filed as exhibits to the Fund's registration statement on file
with the SEC.
LIABILITY OF TRUSTEES
The Declaration provides that the obligations of the Fund are not binding upon
the Trustees of the Fund individually, but only upon the assets and property of
the Fund, and that the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. Nothing in the Declaration, however, protects a Trustee
against any liability to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND
The Fund is a closed-end investment company and as such its shareholders do not
have the right to cause the Fund to redeem their shares. Instead, the Fund's
Common Shares trade in the open market at a price that will be a function of
several factors, including the Fund's use of leverage, dividend levels (which
are in turn affected by expenses and other factors), net asset value, call
protection, dividend stability, portfolio credit quality and liquidity, relative
demand for and supply of such shares in the market, general market and economic
conditions and other factors. Shares of a closed-end investment company may
frequently trade at prices lower than net asset value.
51
Notwithstanding the foregoing, at any time when the Fund's AMPS are outstanding,
the Fund may not purchase, redeem or otherwise acquire any of its Common Shares
unless (1) full cumulative dividends on each series of AMPS and any other
preferred shares outstanding due on or prior to the date of the transaction have
been declared and paid or have been declared and sufficient funds for the
payment thereof have been deposited with the auction agent, (2) the value of the
Fund's total assets (determined after deducting the acquisition price of the
Common Shares), less all liabilities and indebtedness of the Fund not
represented by "senior securities" (as defined in the 1940 Act), is at least
300% of the aggregate amount of senior securities representing indebtedness (to
the extent any such senior securities are outstanding) and at least 200% of the
aggregate amount of any senior securities representing indebtedness plus the
aggregate liquidation value of the outstanding preferred shares (expected to
equal the aggregate original purchase price of the outstanding preferred shares
plus any accrued and unpaid dividends thereon, whether or not earned or declared
and on a cumulative basis), (3) the Fund has redeemed the full number of AMPS
and any other preferred shares outstanding required to be redeemed by any
provision for mandatory redemption, and (4) other requirements imposed by any
rating agencies rating any AMPS issued by the Fund have been met.
Subject to its investment limitations, the Fund may borrow to finance the
repurchase of shares or to make a tender offer. Interest on any borrowings to
finance share repurchase transactions or the accumulation of cash by the Fund in
anticipation of share repurchases or tenders will reduce the Fund's net income.
Any share repurchase, tender offer or borrowing that might be approved by the
Board of Trustees would have to comply with the Securities Exchange Act of 1934,
as amended, and the 1940 Act and the rules and regulations thereunder.
The Declaration requires the affirmative vote or consent of holders of at least
seventy-five percent (75%) of each class of the Fund's shares entitled to vote
on the matter to authorize a conversion of the Fund from a closed-end to an
open-end investment company, unless the conversion is authorized by both a
majority of the Board of Trustees and seventy-five percent (75%) of the
Continuing Trustees (as defined above under "Anti-Takeover and Other Provisions
in the Declaration of Trust -- Anti-Takeover Provisions"). This seventy-five
percent (75%) shareholder approval requirement is higher than is required under
the 1940 Act. In the event that a conversion is approved by the Trustees and the
Continuing Trustees as described above, the minimum shareholder vote required
under the 1940 Act would be necessary to authorize the conversion. Currently,
the 1940 Act would require approval of the holders of a "majority of the
outstanding" Common Shares and AMPS voting together as a single class, and the
holders of a "majority of the outstanding" AMPS voting as a separate class, in
order to authorize a conversion.
If the Fund converted to an open-end company, it would be required to redeem all
AMPS then outstanding (requiring in turn that it liquidate a portion of its
investment portfolio), and the Fund's Common Shares likely would no longer be
listed on the New York Stock Exchange. Shareholders of an open-end investment
company may require the company to redeem their shares on any business day
(except in certain circumstances as authorized by or under the 1940 Act) at
their net asset value, less such redemption charge, if any, as might be in
effect at the time of redemption. The Fund expects that it would pay all such
redemption requests in cash, but reserves the right to pay redemption requests
in securities or through a combination of cash and securities. If payment in
securities were made, investors may incur brokerage costs in converting such
securities to cash. The Fund reserves the right to impose a sales load on its
shares if it converts into an open-end company. In order to avoid maintaining
large cash positions or liquidating favorable investments to meet redemptions,
open-end companies typically engage in a continuous offering of their shares.
Open-end companies are thus subject to periodic asset in-flows and out-flows
that can complicate portfolio management. If the Fund converted to an open-end
company, the differences in risks and operational requirements between
closed-end and open-end investment companies could affect the Fund's ability to
achieve its investment objectives.
To the extent the Fund repurchases its shares at prices below net asset value,
such repurchases will result in an increase in the net asset value of those
shares that remain outstanding. However, there can be no assurance that share
repurchases or tenders at or below net asset value will result in the Fund's
shares trading at a price equal to their net asset value. Nevertheless, the fact
that the Fund's shares may be the subject of repurchase or tender offers at net
asset value from time to time, or that the Fund may be converted to an open-end
company, may reduce any spread between market price and net asset value that
might otherwise exist.
In addition, a purchase by the Fund of its Common Shares will decrease the
Fund's total assets which would likely have the effect of increasing the Fund's
expense ratio. Any purchase by the Fund of its Common Shares at a time when AMPS
are outstanding will increase the leverage applicable to the outstanding Common
Shares then remaining. See the Fund's Prospectus under "Risks -- General Risks
of Investing in the Fund -- Leverage Risk."
Before deciding whether to take any action if the Fund's Common Shares trade
below net asset value, the Board of Trustees would consider all relevant
factors, including the extent and duration of the discount, the liquidity of the
Fund's portfolio, the impact of any action that might be taken on the Fund or
its shareholders and market considerations. Based on these considerations, even
if the Fund's shares should trade at a substantial discount for an
52
extended period of time, the Board of Trustees may determine that, in the
interest of the Fund and its shareholders, no action should be taken.
TAX MATTERS
TAXATION OF THE FUND. The Fund intends to qualify each year as a regulated
investment company under Subchapter M of the Code. In order to qualify for the
special tax treatment accorded regulated investment companies and their
shareholders, the Fund must, among other things:
(a) derive at least 90% of its gross income for each taxable year from
dividends, interest, payments with respect to certain securities loans, and
gains from the sale or other disposition of stock, securities or foreign
currencies or other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business
of investing in such stock, securities or currencies; and
(b) diversify its holdings so that, at the end of each quarter of the Fund's
taxable year, (i) at least 50% of the market value of the Fund's total assets is
represented by cash and cash items, U.S. Government securities, securities of
other regulated investment companies, and other securities limited in respect of
any one issuer to a value not greater than 5% of the value of the Fund's total
assets and not more than 10% of the outstanding voting securities of such issuer
and (ii) not more than 25% of the value of the Fund's total assets is invested
in the securities (other than those of the U.S. Government or other regulated
investment companies) of any one issuer or of two or more issuers which the Fund
controls and which are engaged in the same, similar, or related trades or
businesses.
If the Fund qualifies as a regulated investment company that is accorded special
tax treatment and distributes with respect to each taxable year at least 90% of
the sum of its investment company taxable income (as that term is defined in the
Code without regard to the deduction for dividends paid--generally taxable
ordinary income and the excess, if any, of net short-term capital gains over net
long-term capital losses) and its net tax-exempt interest income, for such year,
the Fund will not be subject to federal income tax on such income distributed in
a timely manner to its shareholders in the form of dividends (including Capital
Gain Dividends, as defined below).
If the Fund failed to qualify as a regulated investment company accorded
special tax treatment in any taxable year, the Fund would be subject to tax on
its taxable income at corporate rates, and all distributions from earnings and
profits, including any distributions of net tax-exempt income and net long-term
capital gains, generally would be taxable to shareholders as ordinary income.
Portions of such distributions generally would be eligible (i) to be treated as
qualified dividend income in the case of shareholders taxed as individuals, and
(ii) for the dividends received deduction in the case of corporate shareholders.
In addition, the Fund could be required to recognize unrealized gains, pay
substantial taxes and interest and make substantial distributions before
requalifying as a regulated investment company that is accorded special tax
treatment.
The Fund intends to distribute at least annually to its shareholders all or
substantially all of its investment company taxable income (computed without
regard to deductions for dividends paid) and any net tax-exempt interest, and
may distribute its net capital gain. The Fund may also retain for investment its
net capital gain. If the Fund does retain any net capital gain or any investment
company taxable income, it will be subject to tax at regular corporate rates on
the amount retained. If the Fund retains any net capital gain, it may designate
the retained amount as undistributed capital gains in a notice to its
shareholders who, if subject to federal income tax on long-term capital gains,
(i) will be required to include in income for federal income tax purposes, as
long-term capital gain, their shares of such undistributed amount, and (ii) will
be entitled to credit their proportionate shares of the tax paid by the Fund on
such undistributed amount against their federal income tax liabilities, if any,
and to claim refunds to the extent the credit exceeds such liabilities. For
federal income tax purposes, the tax basis of shares owned by a shareholder of
the Fund will be increased by an amount equal under current law to the
difference between the amount of undistributed capital gains included in the
shareholder's gross income and the tax deemed paid by the shareholder under
clause (ii) of the preceding sentence.
Treasury regulations permit a regulated investment company, in determining
its investment company taxable income and net capital gain, to elect to treat
all or part of any net capital loss, any net long-term capital loss or any net
foreign currency loss incurred after October 31 as if it had been incurred in
the succeeding year.
If the Fund fails to distribute in a calendar year at least an amount equal
to the sum of 98% of its ordinary income for such year and 98% of its capital
gain net income for the one-year period ending October 31 of such year, plus any
retained amount from the prior year, the Fund will be subject to a nondeductible
4% excise tax on the undistributed amounts. For these purposes, the Fund will be
treated as having distributed any amount for which it is subject to income tax.
A dividend paid to shareholders in January of a year generally is deemed to have
been paid by the Fund on December 31 of the preceding year, if the dividend was
declared and payable to shareholders of record
53
on a date in October, November or December of that preceding year. Except as
discussed above, the Fund intends generally to make distributions sufficient to
avoid imposition of the 4% excise tax.
FUND DISTRIBUTIONS. Distributions from the Fund generally will be taxable
to shareholders as ordinary income. Distributions of net capital gains (that is,
the excess of net gains from the sale of capital assets held more than one year
over net losses from the sale of capital assets held for not more than one year)
properly designated as capital gain dividends ("Capital Gain Dividends") will be
taxable to shareholders as long-term capital gain, regardless of how long a
shareholder has held the shares in the Fund. Distributions from capital gains
are generally made after applying any available capital loss carryovers.
Distributions of gains from the sale of investments that the Fund owned for one
year or less will be taxable as ordinary income. Long-term capital gain rates
applicable to individuals have been temporarily reduced--in general, to 15% with
lower rates applying to taxpayers in the 10% and 15% rate brackets--for taxable
years beginning on or before December 31, 2008.
For taxable years beginning on or before December 31, 2008, provided
holding period and other requirements are met by both the Fund and the holder,
the Fund may designate distributions of investment income derived from dividends
of U.S. corporations and some foreign corporations as "qualified dividend
income." Qualified dividend income will be taxed in the hands of individuals at
the rates applicable to long-term capital gain, provided the shareholder meets
these same holding period and other requirements. The Fund does not expect a
significant portion of Fund distributions to be derived from qualified dividend
income.
Dividends (including Capital Gain Dividends) will be taxable as described above
whether received in cash or in shares. A shareholder whose distributions are
reinvested in shares will be treated as having received a dividend equal to
either (i) the fair market value of the new shares issued to the shareholder, or
(ii) if the shares are trading below net asset value, the amount of cash
allocated to the shareholder for the purchase of shares on its behalf in the
open market.
Dividends of net investment income received by corporate shareholders of
the Fund may qualify for the 70% dividends received deduction generally
available to corporations to the extent of the amount of qualifying dividends
received by the Fund from domestic corporations for the taxable year. However,
in light of the Fund's investment policies, the Fund does not expect to receive
a significant amount of qualifying dividends.
The Internal Revenue Service ("IRS") currently requires that a regulated
investment company that has two or more classes of stock allocate to each such
class proportionate amounts of each type of its income (such as ordinary income
and capital gains) based upon the percentage of total dividends distributed to
each class for the tax year. Accordingly, the Fund intends each year to allocate
Capital Gain Dividends between and among its Common Shares and any series of
outstanding preferred shares of beneficial interest (including AMPS) in
proportion to the total dividends paid to each class with respect to such tax
year. Dividends qualifying and not qualifying for (a) treatment as qualified
dividend income and (b) the dividends received deduction, if any, will similarly
be allocated between and among any such classes.
Existing authorities do not specifically address whether dividends that are
paid following the close of a taxable year, but that are treated for tax
purposes as derived from the income of such prior taxable year, are treated as
dividends paid during such prior taxable year for purposes of determining each
class's proportionate share of a particular type of income. The Fund currently
intends to treat such dividends as having been paid in the prior taxable year
for purposes of determining each class's proportionate share of a particular
type of income with respect to such prior taxable year. Existing authorities
also do not specifically address the allocation of taxable income among the
dividends paid to holders of a class of shares during or with respect to a
taxable year. It is possible that the IRS could disagree with the Fund's
position concerning the treatment of dividends paid after the close of a taxable
year or with the Fund's method of allocation, in which case the IRS could
attempt to recharacterize a portion of the dividends paid to the holders of
preferred shares. If the IRS were to prevail with respect to any such attempted
recharacterization, holders of preferred shares could be subject to additional
tax on amounts so recharacterized and the Fund could be subject to federal
income and excise tax.
RETURN OF CAPITAL DISTRIBUTIONS. If the Fund makes a distribution to a
shareholder in excess of the Fund's current and accumulated earnings and profits
in any taxable year (including earnings and profits arising from tax-exempt
income, if any), the excess distribution will be treated as a return of capital
to the extent of the shareholder's tax basis in his or her shares, and
thereafter as capital gain. A return of capital is not taxable, but it reduces
the shareholder's tax basis in his or her shares, thus reducing any loss or
increasing any gain on a subsequent taxable disposition by the shareholder of
his or her shares. Where one or more such distributions occur in any taxable
year of the Fund, the available earnings and profits will be allocated, first,
to the distributions made to the holders of any outstanding preferred shares of
beneficial interest in the Fund (including the AMPS), and only thereafter to
54
distributions made to Common Shareholders. As a result, the holders of any
outstanding preferred shares of beneficial interest in the Fund (including the
AMPS) will receive a disproportionate share of the distributions treated as
dividends, and the holders of the Common Shares will receive a disproportionate
share of the distributions treated as a return of capital.
Dividends and distributions on the Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when the Fund's net asset value also reflects unrealized
losses. Distributions are taxable to a shareholder even if they are paid from
income or gains earned by the Fund prior to the shareholder's investment (and
thus included in the price paid by the shareholder).
SALE OR REDEMPTION OF SHARES. The sale, exchange or redemption of Fund
shares may give rise to a gain or loss. In general, any gain or loss realized
upon a taxable disposition of shares will be treated as long-term capital gain
or loss if the shares have been held for more than one year. Otherwise, the gain
or loss on the taxable disposition of Fund shares will be treated as short-term
capital gain or loss. However, any loss realized upon a taxable disposition of
shares held for six months or less will be treated as long-term, rather than
short-term, to the extent of any long-term capital gain distributions received
(or deemed received) by the shareholder with respect to the shares. All or a
portion of any loss realized upon a taxable disposition of Fund shares will be
disallowed if other substantially identical shares of the Fund are purchased
within 30 days before or after the disposition. In such a case, the basis of the
newly purchased shares will be adjusted to reflect the disallowed loss. In
addition, the ability to deduct capital losses may be subject to other
limitations.
From time to time the Fund may make a tender offer for its Common Shares.
It is expected that the terms of any such offer will require a tendering
shareholder to tender all Common Shares and dispose of all AMPS held, or
considered under certain attribution rules of the Code to be held, by such
shareholder. Shareholders who tender all Common Shares and dispose of all AMPS
held, or considered to be held, by them will be treated as having sold their
shares and generally will realize a capital gain or loss. If a shareholder
tenders fewer than all of its Common Shares, or retains a substantial portion of
its AMPS, such shareholder may be treated as having received a taxable dividend
upon the tender of its Common Shares. In such a case, there is a remote risk
that non-tendering shareholders will be treated as having received taxable
distributions from the Fund. Likewise, if the Fund redeems some but not all of
the AMPS held by an AMPS Holder and such shareholder is treated as having
received a taxable dividend upon such redemption, there is a remote risk that
Common Shareholders and non-redeeming AMPS Holders will be treated as having
received taxable distributions from the Fund. To the extent that the Fund
recognizes net gains on the liquidation of portfolio securities to meet such
tenders of Common Shares, the Fund will be required to make additional
distributions to its Common Shareholders.
ORIGINAL ISSUE DISCOUNT AND PAYMENT-IN-KIND SECURITIES. Current federal tax
law requires the holder of a U.S. Treasury or other fixed income zero-coupon
security to accrue as income each year a portion of the discount at which the
security was issued, even though the holder receives no interest payment in cash
on the security during the year. In addition, payment-in-kind securities will
give rise to income which is required to be distributed and is taxable even
though the fund holding the security receives no interest payment in cash on the
security during the year.
Debt obligations with a fixed maturity date of more than one year from the
date of issuance acquired by the Fund may be (and all zero-coupon debt
obligations acquired by the Fund will be) treated as debt obligations that are
issued originally at a discount. Generally, the amount of the original issue
discount ("OID") is treated as interest income and is included in taxable income
(and is required to be distributed) over the term of the debt security, even
though payment of that amount is not received until a later time, usually when
the debt security matures. Increases in the principal amount of U.S. TIPS and
other inflation-indexed debt instruments will be treated as OID. A portion of
the OID includable in income with respect to certain high-yield corporate debt
obligations (including certain payment-in-kind securities) may be treated as a
dividend for certain U.S. federal income tax purposes.
Some of the debt obligations (with a fixed maturity date of more than one
year from the date of issuance) that may be acquired by the Fund in the
secondary market may be treated as having market discount. Generally, any gain
recognized on the disposition of, and any partial payment of principal on, a
debt security having market discount is treated as ordinary income to the extent
the gain, or principal payment, does not exceed the "accrued market discount" on
such debt security. Market discount generally accrues in equal daily
installments. The Fund may make one or more of the elections applicable to debt
obligations having market discount, which could affect the
55
character and timing of recognition of income.
Some debt obligations (with a fixed maturity date of one year or less from
the date of issuance) that may be acquired by the Fund may be treated as having
acquisition discount, or OID in the case of certain types of debt obligations.
Generally, the Fund will be required to include the acquisition discount, or
OID, in income over the term of the debt security, even though payment of that
amount is not received until a later time, usually when the debt security
matures. The Fund may make one or more of the elections applicable to debt
obligations having acquisition discount, or OID, which could affect the
character and timing of recognition of income.
If the Fund holds the foregoing kinds of securities, it may be required to
pay out as an income distribution each year an amount which is greater than the
total amount of cash interest the Fund actually received. Such distributions may
be made from the cash assets of the Fund or by liquidation of portfolio
securities, if necessary. The Fund may realize gains or losses from such
liquidations. In the event the Fund realizes net capital gains from such
transactions, its shareholders may receive a larger capital gain distribution
than they would in the absence of such transactions.
HIGHER-RISK SECURITIES. The Fund may invest to a significant extent in debt
obligations that are in the lowest rating categories or are unrated, including
debt obligations of issuers not currently paying interest or who are in default.
Investments in debt obligations that are at risk of or in default present
special tax issues for the Fund. Tax rules are not entirely clear about issues
such as when the Fund may cease to accrue interest, original issue discount or
market discount, when and to what extent deductions may be taken for bad debts
or worthless securities and how payments received on obligations in default
should be allocated between principal and income. These and other related issues
will be addressed by the Fund when, as and if it invests in such securities, in
order to seek to ensure that it distributes sufficient income to preserve its
status as a regulated investment company and does not become subject to U.S.
federal income or excise tax.
ISSUER DEDUCTIBILITY OF INTEREST. A portion of the interest paid or accrued
on certain high yield discount obligations owned by the Fund may not be
deductible to the issuer. This may affect the issuer's cash flow. If a portion
of the interest paid or accrued on certain high yield discount obligations is
not deductible, that portion will be treated as a dividend for purposes of the
corporate dividends received deduction. In such cases, if the issuer of the high
yield discount obligations is a domestic corporation, dividend payments by the
Fund may be eligible for the dividends received deduction to the extent of the
deemed dividend portion of such accrued interest.
Interest paid on debt obligations owned by the Fund, if any, that are
considered for tax purposes to be payable in the equity of the issuer or a
related party will not be deductible to the issuer, possibly affecting the cash
flow of the issuer.
OPTIONS, FUTURES, FORWARD CONTRACTS AND SWAP AGREEMENTS. The Fund's
transactions in options, futures contracts, hedging transactions, forward
contracts, swap agreements, straddles and foreign currencies will be subject to
special tax rules (including mark-to-market, constructive sale, straddle, wash
sale and short sale rules), the effect of which may be to accelerate income to
the Fund, defer losses to the Fund, cause adjustments in the holding periods of
the Fund's securities, convert long-term capital gains into short-term capital
gains and convert short-term capital losses into long-term capital losses. These
rules could therefore affect the amount, timing and character of distributions
to shareholders.
Certain of the Fund's hedging activities (including its transactions, if
any, in foreign currencies or foreign currency-denominated instruments) are
likely to produce a difference between its book income and its taxable income.
If the Fund's book income exceeds its taxable income, the distribution (if any)
of such excess generally will be treated as described above under "--Return of
Capital Distributions." If the Fund's book income is less than taxable income,
the Fund could be required to make distributions exceeding book income to
qualify as a regulated investment company that is accorded special tax
treatment.
REMICs AND REITs. The Fund may invest in REMICs and certain REITs holding
interests in REMICs. Income generated by a residual interest in a REMIC may be
passed through to the holders of the Fund. Such income (i) cannot be offset by
net operating losses, (ii) will constitute unrelated business taxable income and
(iii) in the case
56
of foreign shareholders will not qualify for a reduction in U.S. withholding
taxes. In addition, if a holder of the Fund is a "disqualified organization"
under the U.S. tax law the Fund itself will be subject to tax on the income from
the residual interest allocable to that organization.
FOREIGN TAXATION. Income received by the Fund from sources within foreign
countries may be subject to withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the U.S. may reduce or
eliminate such taxes. Shareholders generally will not be entitled to claim a
credit or deduction with respect to foreign taxes.
SHARES PURCHASED THROUGH TAX-QUALIFIED PLANS. Special tax rules apply to
investments through defined contribution plans and other tax-qualified plans.
Shareholders should consult their tax advisors to determine the suitability of
shares of the Fund as an investment through such plans and the precise effect of
an investment on their particular tax situation.
NON-U.S. SHAREHOLDERS. Under U.S. federal tax law, dividends other than
Capital Gain Dividends paid on shares beneficially held by a person who is not a
U.S. person within the meaning of the Code (i.e., a "foreign person") are, in
general, subject to withholding of U.S. federal income tax at a rate of 30% of
the gross dividend, which rate may, in some cases, be reduced by an applicable
tax treaty. Dividends are subject to withholding even if they are funded by
income or gains (such as portfolio interest, short-term capital gains, or
foreign-source dividend and interest income) that, if paid to a foreign person
directly, would not be subject to withholding. However, Capital Gain Dividends
will generally not be subject to withholding of U.S. federal income tax. If a
beneficial holder who is a foreign person has a trade or business in the United
States, and the dividends are effectively connected with the conduct by the
beneficial holder of a trade or business in the United States, the dividend will
be subject to U.S. federal net income taxation at regular income tax rates.
Under U.S. federal tax law, a beneficial holder of shares who is a foreign
person is not, in general, subject to U.S. federal income tax on gains (and is
not allowed a deduction for losses) realized on the sale of such shares of the
Fund or on Capital Gain Dividends unless (i) such gain or Capital Gain Dividend
is effectively connected with the conduct of a trade or business carried on by
such holder within the United States or (ii) in the case of an individual
holder, the holder is present in the United States for a period or periods
aggregating 183 days or more during the year of the sale or Capital Gain
Dividend and certain other conditions are met.
If you are eligible for the benefits of a tax treaty, any effectively
connected income or gain will generally be subject to U.S. federal income tax on
a net basis only if it is also attributable to a permanent establishment
maintained by you in the United States.
A beneficial holder of shares who is a foreign person may be subject to
state and local tax and to the U.S. federal estate tax in addition to the
federal tax on income referred to above.
BACKUP WITHHOLDING. The Fund generally is required to withhold and remit to the
U.S. Treasury a percentage of the taxable distributions and redemption proceeds
paid to any individual shareholder who fails to properly furnish the Fund with a
correct taxpayer identification number, who has under-reported dividend
or interest income, or who fails to certify to the Fund that he or she is not
subject to such withholding. The backup withholding tax rate is 28% for amounts
paid through 2010. The backup withholding tax rate will be 31% for amounts paid
after December 31, 2010.
In order for a foreign investor to qualify for exemption from the backup
withholding tax rates under income tax treaties, the foreign investor must
comply with special certification and filing requirements. Foreign investors in
the Fund should consult their tax advisors in this regard. Backup withholding is
not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. federal income tax liability, provided the appropriate
information is furnished to the IRS.
[RECENT] TAX SHELTER REPORTING REGULATIONS. Under [recently promulgated]
Treasury regulations, if a shareholder recognizes a loss with respect to Fund
shares of $2 million or more for an individual shareholder or $10 million or
more for a corporate shareholder, the shareholder must file with the IRS a
disclosure statement on Form 8886. Direct shareholders of portfolio
securities are in many cases excepted from this reporting requirement, but
under current guidance, shareholders of a regulated investment company are
not excepted. Future guidance may extend the current exception from this
reporting requirement to shareholders of most or all regulated investment
companies.
57
The fact that a loss is reportable under these regulations does not affect the
legal determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisers to determine the applicability of
these regulations in light of their individual circumstances.
GENERAL. The federal income tax discussion set forth above is for general
information only. Prospective investors should consult their tax advisors
regarding the specific federal tax consequences of purchasing, holding, and
disposing of shares of the Fund, as well as the effects of state, local and
foreign tax law and any proposed tax law changes.
PERFORMANCE-RELATED, COMPARATIVE AND OTHER INFORMATION
The Fund may be a suitable investment for a shareholder who is thinking of
adding bond investments to his portfolio to balance the appreciated stocks that
the shareholder is holding.
PERFORMANCE-RELATED INFORMATION. The Fund may quote certain
performance-related information and may compare certain aspects of its portfolio
and structure to other substantially similar closed-end funds as categorized by
Lipper, Inc. ("Lipper"), Morningstar Inc. or other independent services.
Comparison of the Fund to an alternative investment should be made with
consideration of differences in features and expected performance. The Fund may
obtain data from sources or reporting services, such as Bloomberg Financial
("Bloomberg") and Lipper, that the Fund believes to be generally accurate.
COMPARATIVE INFORMATION. From time to time, the Fund's advertisements or
information furnished to present or prospective shareholders may refer to the
returns and yields offered by various types of investments, as well as the yield
spreads on such investments.
The Fund and/or Western Asset may report to shareholders or to the public
in advertisements concerning the performance of Western Asset as advisor to
clients other than the Fund, or on the comparative performance or standing of
Western Asset in relation to other money managers. Western Asset also may
provide to current or prospective private account clients, in connection with
standardized performance information for the Fund, performance information for
the Fund gross of fees and expenses for the purpose of assisting such clients in
evaluating similar performance information provided by other investment managers
or institutions. Comparative information may be compiled or provided by
independent ratings services or by news organization.
Performance information for the Fund or for other investment companies or
accounts managed by Western Asset may also be compared to various unmanaged
indexes or to other benchmarks, some of which may not be available for direct
investment. Any performance information, whether related to the Fund or Western
Asset, should be considered in light of the Fund's investment objectives and
policies, the characteristics and quality of the Fund, and the market conditions
during the time period indicated, and should not be considered to be
representative of what may be achieved in the future.
Past performance is not indicative of future results. At the time Common
Shareholders sell their shares, they may be worth more or less than their
original investment. At any time in the future, yields and total return may be
higher or lower than past yields and total return, and there can be no assurance
that any historical results will continue.
The Fund, in its advertisements, may refer to pending legislation from time
to time and the possible impact of such legislation on investors, investment
strategy and related matters.
For the period from February 27, 2004 (commencement of the Fund's
operations) through April 16, 2004, the Fund's net decrease in net assets
resulting from investment operations was $12,630,000.
PROXY VOTING POLICIES AND PROCEDURES
The Trustees of the Fund have adopted the proxy voting policy of Western Asset
(the "Policy") as the Proxy Voting Policies and Procedures of the Fund. The
Policy governs in determining how proxies relating to the Fund's portfolio
securities are voted. A copy of the Policy is attached as Appendix B to this
Statement of Additional Information.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND PAYING AGENT
State Street Bank & Trust Company, 150 Newport Avenue AFB/4N, North Quincy,
Massachusetts 02171, serves as custodian for the assets of the Fund. The
custodian performs custodial and fund accounting services.
58
The Bank of New York, 101 Barclay, 7 West, New York, New York, 10286,
serves as auction agent, transfer agent, registrar, dividend paying agent and
redemption agent for the AMPS.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 250 W. Pratt Street, Baltimore, Maryland 21201,
serves as independent accountants for the Fund. PricewaterhouseCoopers LLP
provides audit services, tax return preparation and assistance and consultation
in connection with the review of SEC filings to the Fund.
COUNSEL
Ropes & Gray LLP, 45 Rockefeller Plaza, New York, New York 10111-0087,
passes upon certain legal matters in connection with shares offered by the Fund,
and also acts as counsel to the Fund.
REGISTRATION STATEMENT
A registration statement on Form N-2, including any amendments thereto, relating
to the shares of the Fund offered hereby, has been filed by the Fund with the
SEC, Washington, D.C. The Fund's Prospectus and this Statement of Additional
Information do not contain all of the information set forth in the registration
statement, including any exhibits and schedules thereto. For further information
with respect to the Fund and the shares offered or to be offered hereby,
reference is made to the Fund's registration statement. Statements contained in
the Fund's Prospectus and this Statement of Additional Information as to the
contents of any contract or other document referred to are not necessarily
complete and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the registration statement, each such
statement being qualified in all respects by such reference. Copies of the
registration statement may be inspected without charge at the SEC's principal
office in Washington, D.C., and copies of all or any part thereof may be
obtained from the SEC upon the payment of certain fees prescribed by the SEC.
FINANCIAL STATEMENTS
The Statement of Assets and Liabilities of the Fund dated as of February
10, 2004, and the Statement of Operations for the one-day period ended
February 10, 2004, including the Notes thereto, and the report of
PricewaterhouseCoopers LLP thereon dated February 20, 2004, included in the
Fund's Statement of Additional Information dated February 24, 2004, relating
to the Common Shares, is hereby incorporated by reference into this Statement
of Additional Information, which means that such Statement of Assets and
Liabilities and the Notes thereto are considered to be a part of this
Statement of Additional Information. The Statement of Additional Information
for the Common Shares was filed electronically with the SEC on February 25,
2004 (Accession No. 0001047469-04-005558) and will be provided to you,
without charge, upon request by calling 1-800-345-7999 or by writing to the
Fund. You may also obtain a copy of the Statement of Additional Information
for the Common Shares on the SEC's website (http://www.sec.gov).
59
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
STATEMENT OF ASSETS AND LIABILITIES
APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
ASSETS
Investments, at value (cost $1,383,119) $ 1,349,146
Options purchased (cost $5,192) 8,638
Cash 24
Interest and dividends receivable 9,931
--------------
Total assets 1,367,739
--------------
LIABILITIES
Reverse repurchase agreement and interest payable 504,403
Options written (proceeds $1,318) 823
Offering expense payable 1,527
Investment advisor fee payable 397
Administrative fee payable 6
Accrued expenses and other liabilities 46
--------------
Total liabilities 507,202
--------------
NET ASSETS $ 860,537
==============
CAPITAL
Common shares, no par value, unlimited number of shares
authorized, 61,082 shares issued and outstanding 873,167
Undistributed net investment income 10,454
Accumulated net realized gain/(loss) on investments and options 6,948
Net unrealized appreciation/(depreciation) on investments and
options (30,032)
--------------
NET ASSETS $ 860,537
==============
Net asset value per share of common share:
($860,537 divided by 61,082 shares of common stock issued
and outstanding) $ 14.09
==============
SEE NOTES TO FINANCIAL STATEMENTS
60
61
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
STATEMENT OF OPERATIONS
FOR THE PERIOD FEBRUARY 27, 2004* THROUGH APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
INVESTMENT INCOME:
Interest $ 12,089
--------------
Total Income 12,089
--------------
EXPENSES:
Advisory and administration fees 988
Audit and legal fees 19
Trustees' fees 20
Custodian fees 30
Reports to shareholders 6
Registration fees 4
Transfer agent and shareholder servicing fee 5
Other expenses 1
--------------
Total operating expenses 1,073
Interest expense 562
--------------
Total Expenses 1,635
--------------
NET INVESTMENT INCOME 10,454
--------------
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS AND OPTIONS:
Realized gain/(loss) on:
Investments 4,518
Options 2,430
--------------
Total realized gain/(loss) on investments and options 6,948
Unrealized appreciation/(depreciation) on investments and options (30,032)
--------------
Net realized and unrealized gain/(loss) on investments and options (23,084)
--------------
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $ (12,630)
==============
* Commencement of operations
SEE NOTES TO FINANCIAL STATEMENTS
62
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FEBRUARY 27, 2004* THROUGH APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
CHANGE IN NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS
Net investment income $ 10,454
Net realized gain/(loss) on investments and options 6,948
Unrealized appreciation/(depreciation) on investments and options (30,032)
--------------
Change in Net Assets Resulting from Operations (12,630)
--------------
CAPITAL TRANSACTIONS
Proceeds from initial offering 874,594
Offering costs (1,527)
--------------
Change in Net Assets Resulting
from Capital Transactions 873,067
--------------
Change in net assets 860,437
--------------
NET ASSETS
Beginning of period 100
End of period $ 860,537
--------------
Undistributed net investment income $ 10,454
--------------
* Commencement of operations
SEE NOTES TO FINANCIAL STATEMENTS
63
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 27, 2004* THROUGH APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
INCREASE/(DECREASE) IN CASH
Cash flows provided from/(used for) operating activities:
Interest received ** $ (4,733)
Expenses paid (624)
Interest expense paid (534)
Purchase of long-term portfolio investments (1,582,209)
Proceeds from sale of long-term investments 217,139
Net purchases in excess of proceeds from sales of short-term portfolio
transactions (11,202)
Net premiums received from written options transactions 3,118
--------------
Net cash provided from/(used for) operating activities (1,379,045)
--------------
Cash flows provided from/(used for) financing activities:
Net cash provided from initial public offering 874,594
Net cash provided from reverse repurchase agreements 504,375
--------------
Net cash provided from financing activities 1,378,969
--------------
Net increase in cash
Cash at beginning of period 100
--------------
Cash at end of period $ 24
==============
RECONCILIATION OF NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
TO NET CASH USED FOR OPERATING ACTIVITIES
Net increase/(decrease) in net assets resulting from operations $ (12,630)
--------------
Increase in investments (1,380,087)
Net realized gain on investment transactions (6,948)
Net change in unrealized appreciation/(depreciation) on investments 30,032
Increase in interest receivable (9,931)
Increase in interest expense payable 70
Increase in accrued expenses and other liabilities 449
--------------
64
Total adjustments (1,366,415)
--------------
Net cash provided by/(used for) operating activities $ (1,379,045)
--------------
* Commencement of operations
** Amount is negative due to purchased interest that is in the interest
receivable but not considered income.
SEE NOTES TO FINANCIAL STATEMENTS
65
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
SCHEDULE OF INVESTMENTS
APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
% OF
NET MATURITY
ASSETS RATE DATE PAR VALUE
Long-Term Securities 155.5%
Corporate Bonds and Notes 2.7%
Electric 0.6%
The AES Corporation 8.875% 2/15/2011 $ 5,000 $ 5,300
------------
Gas and Pipeline Utilities 1.1%
Dynegy Holdings Inc. 8.750% 2/15/2012 5,000 4,763
The Williams Companies, Inc. 7.500% 1/15/1931 5,000 4,775
------------
9,538
------------
Health Care 0.5%
Tenet Healthcare Corporation 7.375% 2/1/2013 5,000 4,513
------------
Oil and Gas 0.5%
El Paso Corporation 7.750% 1/15/1932 5,000 4,000
------------
Total Corporate Bonds and Notes
(Identified Cost -- $23,777) 23,350
------------
U.S. Government and Agency Obligations 129.9%
Indexed Securities(A) 129.9%
United States Treasury Inflation-Protected
Security 1.875% 7/15/2013 245,277 247,356
United States Treasury Inflation-Protected
Security 2.000% 1/15/2014 856,575 869,089(B)
United States Treasury Inflation-Protected
Security 3.875% 4/15/2029 1,130 1,475
------------
Total U.S. Government and Agency Obligations
(Identified Cost -- $1,146,914) 1,117,920
------------
Yankee Bonds 22.9%
Banking and Finance 0.3%
PDVSA Finance Limited 1998-1 7.500% 11/15/2028 3,150 2,520
------------
Electric Utilities 0.6%
Empresa Nacional de Electricidad S.A. 7.875% 2/1/2027 5,000 4,905
------------
Foreign Governments 19.9%
Federative Republic of Brazil 14.500% 10/15/2009 15,510 18,922
Federative Republic of Brazil 8.000% 4/15/2014 10,258 9,678
Federative Republic of Brazil 12.750% 1/15/2020 4,100 4,664
Federative Republic of Brazil 8.875% 4/15/2024 200 171
Federative Republic of Brazil 10.125% 5/15/2027 14,925 14,029
Federative Republic of Brazil 11.000% 8/17/1940 9,810 9,722
Republic of Colombia 11.750% 2/25/2020 15,980 19,655
Republic of Ecuador 7.000% 8/15/1930 11,670 9,453
66
Republic of Panama 9.375% 1/16/2023 13,940 15,334
Republic of Peru 8.750% 11/21/1933 15,260 14,573
Russian Federation 5.000% 3/31/1930 36,800 35,604
United Mexican States 11.500% 5/15/2026 13,170 19,413
------------
171,218
------------
Media and Entertainment 0.6%
Grupo Televisa S.A. 8.500% 3/11/1932 4,650 5,103
------------
Oil and Gas 0.6%
Petroleos Mexicanos 8.625% 12/01/2023 4,410 4,939(C)
------------
Special Purpose 0.9%
Petrozuata Finance, Inc. 8.220% 4/1/2017 8,775 7,985(C)
Total Yankee Bonds
(Identified Cost -- $201,223) 196,670
------------
Total Long-Term Securities
(Identified Cost -- 1,371,914) 1,337,941
Short-Term Securities 2.3%
U.S. Government and Agency Obligations 0.2%
Fannie Mae 0.000% 9/8/2004 1,310 1,305(D)
------------
Options Purchased(E) 1.0%
Emerging Market Bond Index Plus Put, July 2004,
Strike Price $274.35 50,000(F) 198
U.S. Treasury Note Futures Call, June 2004,
Strike Price $120 1,500(F) 23
U.S. Treasury Note Futures Call, May 2004,
Strike Price $119 1,650(F) 26
U.S. Treasury Note Futures Put, June 2004,
Strike Price $112 500(F) 648
U.S. Treasury Note Futures Put, June 2004,
Strike Price $113 1,500(F) 2,977
U.S. Treasury Note Futures Put, June 2004,
Strike Price $114 1,000(F) 2,625
U.S. Treasury Note Futures Put, September 2004,
Strike Price $108 675(F) 960
U.S. Treasury Note Futures Put, September 2004,
Strike Price $109 675(F) 1,181
------------
8,638
------------
Repurchase Agreements 1.1%
Credit Suisse First Boston
0.98% dated 4/16/04 to be repurchased at
$9,901on 4/19/04
(Collateral: $10,111 Fannie Mae notes, 2.15%,
due 4/13/06, value $10,098) 9,900 9,900
------------
Total Short-Term Securities (Identified Cost --
$16,397) 19,843
Total Investments (Identified Cost --
$1,388,311) 157.8% 1,357,784
Other Assets Less Liabilities (57.8)% (497,247)
------------
Net Assets 100.0% $ 860,537
------------
Reverse Repurchase Agreements (58.6)%
Lehman Brothers, Inc.
1.00% dated 4/14/04 to be delivered at
$504,445 on 4/19/04 (504,375) (504,375)
67
ACTUAL APPRECIATION/
EXPIRATION CONTRACTS (DEPRECIATION)
Options Written(E)
U.S. Treasury Note Futures Call,
Strike Price $116.00 May 2004 1,650 (218)
U.S. Treasury Note Futures Call,
Strike Price $113.00 June 2004 1,500 713
------------
$ 495
============
(A) Treasury Inflation-Protected Security - Treasury security whose principal
value is adjusted daily in accordance with changes to the Consumer Price
Index for all urban consumers. Interest is calculated on the basis of the
current adjusted principal value.
(B) Collateral to cover reverse repurchase agreements.
(C) Rule 144A Security - A security purchased pursuant to Rule 144A under the
Securities Act of 1933 which may not be resold subject to that rule except
to qualified institutional buyers. These securities represent 1.5% of net
assets.
(D) Zero coupon bond - A bond with no periodic interest payments which is sold
at such a discount as to produce a current yield to maturity.
(E) Options are described in more detail in the notes to financial statements.
(F) Represents actual number of contracts.
SEE NOTES TO FINANCIAL STATEMENTS
68
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
FINANCIAL HIGHLIGHTS
FOR THE PERIOD FEBRUARY 27, 2004* THROUGH APRIL 16, 2004
(UNAUDITED)
PER COMMON SHARE OPERATING PERFORMANCE
Net Asset Value, Beginning of Period $ 14.33(1)
-------------
Less Offering Costs Charged to Additional Paid in Capital (0.03)
-------------
Income From Investment Operations:
Net Investment Income 0.10
Net Realized and Unrealized Gain/(Loss) on Investments (0.31)
-------------
Total from Investment Operations (0.21)
Less Dividends and Distributions to Shareholders from:
Net Investment Income -
Net Realized Gain on Investments -
Return of Capital -
-------------
Total Dividends and Distributions to Shareholders -
-------------
Net Increase/(Decrease) in Net Assets (0.21)
Net Asset Value, End of Period (2) $ 14.09
=============
Per Share Market Value, End of Period (2) $ 14.90
=============
Total Return on NAV Excluding Offering Costs -1.67%(3)
Total Investment Return on Market Value -1.19%(4)
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (in thousands) $ 860,537
Ratio of Expenses to Average Weekly Assets (including interest expense) (5) 0.83%(6)
Ratio of Net Investment Income to Average Weekly Net Assets 5.31%(6)
Portfolio Turnover Rate 130%(6)
----------
* Date of commencement of operations
(1) Net sales load of $0.675 on initial shares issued.
(2) Net asset value and market value are published in THE WALL STREET JOURNAL
each Monday.
(3) Not Annualized. Total return on NAV including offering costs is -1.96%.
(4) Total investment return is calculated assuming a purchase of a common share
on the opening of the first day and a sale on the closing of the last day
of period. Total investment return is not annualized. Brokerage
commissions are not reflected.
69
(5) As a percentage of weekly net assets, which includes any liabilities or
senior securities constituting indebtedness in connection with financial
leverage.
(6) Annualized.
SEE NOTES TO FINANCIAL STATEMENTS
70
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
NOTES TO FINANCIAL STATEMENTS
APRIL 16, 2004
(AMOUNTS IN THOUSANDS) (UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES:
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the
"Fund") is registered under the Investment Company Act of 1940 as a diversified,
closed-end management investment company. The Fund commenced operations on
February 27, 2004
The Fund's primary investment objective is to provide current income. Capital
appreciation, when consistent with current income, is a secondary investment
objective. The Fund currently seeks to achieve its investment objective by
investing at least 80% of its total managed assets in U.S. Treasury Inflation
Protected Securities. The Fund may also invest up to 20% of its total managed
assets in "emerging market" instruments or securities.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements:
SECURITY VALUATION
Securities owned by the Fund for which market quotations are readily available
are valued at current market value. Current market value means the last sale
price of the day or, in the absence of any such sales, the bid price obtained
from quotation reporting systems, pricing services or other approved methods.
Other assets and securities for which no quotations are readily available are
valued at fair value as determined in good faith by the Board of Trustees or
persons acting under their supervision. The factors considered in making such
valuations are subject to change over time and are reviewed periodically. The
values assigned to fair valued investments are based on available information
and do not necessarily represent amounts that might ultimately be realized,
since such amounts depend on future developments inherent in long-term
investments. Further, because of the inherent uncertainty of valuation, such
estimated values may differ significantly from the values that would have been
used had a ready market for the investments existed, and the differences could
be material. Securities with remaining maturities of 60 days or less are
generally valued at amortized cost.
Where a security is traded on more than one market, the securities are generally
valued on the market considered by the Fund's adviser to be the primary market.
71
FOREIGN CURRENCY TRANSACTIONS
Assets and liabilities initially expressed in non-U.S. currencies are translated
into U.S. dollars at the closing daily rate of exchange. Purchases and sales of
securities and income and expenses are translated into U.S. dollars at the
prevailing market rates on the dates of such transactions. The effects of
changes in non-U.S. currency exchange rates on investments securities and other
assets and liabilities are included with the net realized and unrealized gain or
loss on investment securities.
REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements. Under the terms of a
reverse repurchase agreement, the Fund sells a security subject to an obligation
to repurchase the security from the buyer at an agreed-upon time and price,
thereby determining the yield during the buyer's holding period. A reverse
repurchase agreement involves the risk that the market value of the collateral
retained by the Fund may decline below the price of the securities the Fund has
sold but is obligated to repurchase under the agreement. In the event the buyer
of securities under a repurchase agreement files for bankruptcy or becomes
insolvent, the Fund's use of the proceeds of the agreement may be restricted
pending a determination by the party, or its trustee or receiver, whether to
enforce the Fund's obligation to repurchase the securities. In entering into
reverse repurchase agreements, the Fund may maintain cash, U.S. government
securities or other liquid high grade debt obligations at least equal in value
to its obligations with respect to reverse repurchase agreements. Under normal
circumstances, the Fund will not enter into reverse repurchase agreements if
entering into such agreements would cause more than one-third of the value of
their respective total assets to be subject to such agreements at the time of
entering into such agreements.
OPTIONS, FUTURES AND SWAP AGREEMENTS
The current market value of an exchange traded option is the last sale price or,
in the absence of a sale, the price obtained by reference to broker-dealer
quotations. Futures contracts are valued daily at the settlement price
established by the board of trade or exchange on which they are traded. Futures
contracts are marked-to-market on a daily basis. As the contract's value
fluctuates, payments known as variation margin are made to or received from the
futures commission merchant. Swap agreements are priced daily based upon
quotations from brokers and the change, if any, is recorded as unrealized
appreciation or depreciation.
SHORT SALES
The Fund may make short sales of securities as part of its overall portfolio
management strategy and to offset potential declines in long positions in
securities in the Fund's portfolio. A short sale is a transaction in which the
Fund sells a security it does not own in anticipation that the market price of
that security will decline. When the Fund makes a short sale on a security, it
must borrow the security sold short and deliver it to the broker-dealer through
which it made the short sale as collateral for its obligation to deliver the
security upon conclusion of the sale. The Fund may have to pay a fee to borrow
particular securities and is often obligated to pay over any accrued interest
and dividends on such borrowed securities.
If the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a capital gain.
Any gain will be decreased, and any loss increased, by the transaction costs
described above. The successful use of short selling may be adversely affected
by imperfect correlation between movements in the price of the security sold
short and the securities being hedged.
To the extent that the Fund engages in short sales, it will provide collateral
to the broker-dealer. A short sale is "against the box" to the extent that the
Fund contemporaneously owns, or has the right to obtain at no added cost,
securities identical to those sold short. The Fund may also engage in so-called
"naked" short sales (i.e., short sales that are not "against the box"), in which
case the Fund's losses could be unlimited, in cases where the Fund is unable for
whatever reason to close out its short position. The Fund has the flexibility to
engage in short selling to the extent permitted by the 1940 Act and rules and
interpretations thereunder.
72
DISTRIBUTIONS TO COMMON SHAREHOLDERS
Net investment income for dividend purposes is recorded on the accrual basis and
consists of interest and dividends less expenses. All premiums and discounts are
amortized for financial reporting and tax purposes using the effective interest
method over the period to maturity of the security, and serve to reduce or
increase interest income. Dividend income is recorded on the ex-dividend date.
Dividends from net investment income are paid monthly. Distributions are
determined in accordance with income tax regulations, which may differ from
accounting principles generally accepted in the United States of America;
accordingly, periodic reclassifications are made within the Fund's capital
accounts to reflect income and gains available for distribution under tax
regulations.
SECURITY TRANSACTIONS
Security transactions are recorded on the trade date. Realized gains and losses
from security transactions are reported on an identified cost basis for both
financial reporting and federal income tax purposes.
USE OF ESTIMATES
The preparation of the financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
these estimates.
FEDERAL INCOME TAXES
No provision for federal income or excise taxes is required since the Fund
intends to continue to qualify as a regulated investment company and distribute
substantially all of its taxable income to its shareholders.
2. FINANCIAL INSTRUMENTS:
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The Fund may use various instruments, including forward foreign currency
exchange contracts, to help manage its currency exposure. Forward foreign
currency exchange contracts are marked-to-market daily using forward foreign
currency exchange rates supplied by an independent pricing service. The change
in the contract's market value is recorded by the Fund as an unrealized gain or
loss. When a contract is closed or delivery is taken, the Fund records a
realized gain or loss equal to the difference between the value of the contract
at the time it was opened and the value at the time it was closed.
The use of forward foreign currency exchange contracts does not eliminate
fluctuations in the underlying prices of the Fund's securities, but it does
establish a rate of exchange that can be achieved in the future. These contracts
involve market risk in excess of amounts reflected in the financial statements.
Although contracts used for hedging purposes limit the risk of loss due to the
decline in the value of the hedged currency, they also limit any potential gain
that might result should the value of the currency increase. In addition, the
Fund could be exposed to risks if the counterparties to the contracts are unable
to meet the terms of their contracts. The Fund had no outstanding contracts as
of April 16, 2004.
OPTIONS TRANSACTIONS
A call option gives the option holder the right to purchase the underlying
security at a specified price until a specified date. A put option gives the
option holder the right to sell the underlying security at a specified price
until a specified date. The risk in writing a covered call option is that the
Fund may forgo the opportunity for profit if the market price of the underlying
security increases and the option is exercised. The risk in writing a put option
is that the Fund may incur a loss if the market price of the underlying security
decreases and the option is exercised. In addition, there is a risk that the
Fund may not be able to enter into a closing transaction because of an illiquid
secondary market or, for over-the-counter options, because of the counterparty's
inability to perform. Activity in written call and put options during the period
was as follows:
73
CALLS PUTS
ACTUAL ACTUAL
CONTRACTS PREMIUMS CONTRACTS PREMIUMS
Options outstanding at February 27, 2004 -- $ -- -- $ --
Options written 4,650 2,576 1,000 542
Options closed (1,500) (1,258) (1,000) (542)
Options expired -- -- -- --
Options exercised -- -- -- --
Options outstanding at April 16, 2004 3,150 $ 1,318 -- $ --
SWAP AGREEMENTS
The use of swaps involves risks that are different from those associated with
ordinary portfolio securities transactions. Swap agreements may be considered to
be illiquid. Although the Fund will not enter into any swap agreement unless
Western Asset believes that the other party to the transaction is creditworthy,
the Fund does bear the risk of loss of the amount expected to be received under
the swap agreement in the event of the default or bankruptcy of the agreement
counterparty. The Fund had no open swap agreements at April 16, 2004.
FUTURES
Upon entering into a futures contract, the Fund is required to deposit with the
broker an amount of cash or cash equivalents equal to a percentage of the
contract amount. This is known as the "initial margin." Subsequent payments
("variation margin") are made or received by the Fund each day, depending on the
daily fluctuation in the value of the contract. The daily changes in contract
value are recorded as unrealized gains or losses and the Fund recognizes a gain
or loss when the contract is closed.
The Fund may enter into futures contracts in connection with its interest rate
management strategy or for other purposes. Risks arise from, among other
sources, the possible illiquidity of the futures market and from the possibility
that a change in the value of a contract may not correlate with changes in
interest rates. The Fund had no open futures positions at April 16, 2004.
REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Fund sells securities and agrees to
repurchase them at a mutually agreed-upon date and price. At the time the Fund
enters into a reverse repurchase agreement, the Fund may maintain cash, U.S.
government securities or other liquid high grade debt obligations at least equal
in value to its obligations with respect to reverse repurchase agreements or
cover using other means. For the period ended April 16, 2004, the average amount
of reverse repurchase agreements outstanding was approximately $179,410 and the
daily weighted
74
average interest rate was 1.01%.
3. PORTFOLIO TRANSACTIONS:
Purchases and sales of investment securities (excluding short-term investments,
U.S. government securities and U.S. government agencies) aggregated $1,587,791
and $4,968, respectively, for the period ended April 16, 2004. Purchases and
sales of U.S. government and government agency obligations were $1,345,956 and
$210,488, respectively, for the period ended April 16, 2004.
At April 16, 2004, the cost of securities of the Fund for federal income tax
purposes was substantially the same as the cost for financial reporting
purposes. Accordingly, gross unrealized appreciation of investments was $5,044
and gross unrealized depreciation of investment was $(35,076), resulting in net
unrealized depreciation of $(30,032).
4. CAPITAL (SHARE AMOUNTS ARE NOT IN THOUSANDS):
Of the 61,081,981 shares of common stock outstanding at April 16, 2004, Western
Asset Management Company owned 6,981 shares.
5. SECURITIES LOANED:
The Fund may lend its portfolio securities in order to earn income. The Fund
will receive collateral in cash or high quality securities at least equal to the
current value of the loaned securities. The Fund earns interest on the
securities it lends and income when it invests the collateral for the loaned
securities. As of April 16, 2004, there were no securities on loan.
6. TRANSACTIONS WITH AFFILIATES AND CERTAIN OTHER PARTIES (DOLLAR AMOUNTS ARE
NOT IN THOUSANDS):
The Fund has entered into an Investment Advisory Agreement with Claymore
Advisors, LLC (the "Investment Adviser"), which provides for payment of a
monthly fee computed at the annual rate of 0.60% of the Fund's average weekly
assets. "Average weekly assets" means the average weekly value of the total
assets of the Fund (including any assets attributable to leverage) minus accrued
liabilities (other than liabilities representing leverage). For purposes of
calculating "average weekly assets", neither the liquidation preference of any
preferred shares outstanding nor any liabilities associated with any instrument
or transactions used by the Investment Adviser to leverage the Fund's portfolio
(whether or not such instruments or transactions are "covered" as described in
the prospectus) is considered a liability.
Western Asset Management Company acts as the Fund's investment manager. For its
services, the Investment Adviser (not the Fund) pays a portion of the fees it
receives from the Fund to Western Asset at the annual rate of 0.27% of the
Fund's average weekly assets.
Under the Administrative Services Agreement with the Fund, Legg Mason Fund
Adviser, Inc. (the "Administrator"), an affiliate of Western Asset, provides
certain administrative and accounting functions for the Fund. In consideration
of these services, the Fund will pay the Administrator a fee, paid monthly, at
an annual rate of $125,000.
7. TRUSTEE COMPENSATION (DOLLAR AMOUNTS ARE NOT IN THOUSANDS):
Each Trustee currently receives a fee of $8,000 annually for serving as a
Trustee of the Fund, and a fee of $1,000 and related expenses for each meeting
of the Board of Trustees attended. The Chairman of the Board receives an
75
additional $1,500 per year for serving in that capacity. Audit Committee members
receive $500 for each meeting, and the Audit Committee Chairman receives an
additional $1,500 annually. Other committee members receive $500 per meeting.
8. Issuance of AMPS
The Fund is offering 16,400 Taxable Auction Market Perferred Shares (the
"AMPS") in five series, each at a purchase price of $25,000 per share plus
dividends, if any, that have accumulated from the date the Fund first issues
the AMPS. The Fund expects to receive net proceeds from the offering of AMPS
of approximately $405,398,053 after payment of the sales load and estimated
offering expenses associated with the offering of AMPS (the sales load and
estimated offering expenses are not expected to exceed $4,601,947). The sales
load and estimated offering expenses will decrease the paid in capital of the
Fund's common shareholders. It is presently anticipated that the Fund will
use the net proceeds of the offering to purchase U.S. Treasury Inflation
Protected Securities and other investments that meet its investment
objectives and policies and/or to repay certain currently outstanding reverse
repurchase agreements or other leverage. Pending such use, it is anticipated
that the proceeds will be invested in short-term investment grade securities.
76
APPENDIX A
DESCRIPTION OF SECURITIES RATINGS
The Fund's investments may range in quality from securities rated in the
lowest category to securities rated in the highest category (as rated by
Moody's, S&P or Fitch or, if unrated, determined by Western Asset to be of
comparable quality). The percentage of the Fund's assets invested in securities
in a particular rating category will vary. The following terms are generally
used to describe the credit quality of debt securities:
HIGH QUALITY DEBT SECURITIES are those rated in one of the two highest
rating categories (the highest category for commercial paper) or, if unrated,
deemed comparable by Western Asset.
INVESTMENT GRADE DEBT SECURITIES are those rated in one of the four highest
rating categories or, if unrated, deemed comparable by Western Asset.
BELOW INVESTMENT GRADE, HIGH YIELD SECURITIES ("JUNK BONDS") are those
rated lower than Baa by Moody's or BBB by S&P or Fitch and comparable
securities. They are deemed predominantly speculative with respect to the
issuer's ability to repay principal and interest.
Following is a description of Moody's, S&P's and Fitch's rating categories
applicable to debt securities.
MOODY'S INVESTORS SERVICE, INC.
CORPORATE AND MUNICIPAL BOND RATINGS
Moody's long-term obligation ratings are opinions of the relative credit
risk of fixed-income obligations with an original maturity of one year or more.
They address the possibility that a financial obligation will not be honored as
promised. Such ratings reflect both the likelihood of default and any financial
loss suffered in the even of default.
Aaa. Obligations rated Aaa are judged to be of the highest quality, with
minimal 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 considered upper-medium grade and are subject to
low credit risk.
Baa. Obligations rated Baa are subject to moderate credit risk. They are
considered medium-grade and as such may possess certain speculative
characteristics
Ba. Obligations rated Ba are judged to have speculative elements and are
subject to substantial credit risk.
B. Obligations rated B are considered speculative and are subject to high
credit risk.
Caa. Obligations rated Caa are judged to be 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 class of bonds and are
typically in default, with little
A-1
prospect for recovery of principal and interest.
NOTE: Moody's 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; and the modifier 3 indicates a ranking in the lower end
of that generic rating category.
CORPORATE SHORT-TERM DEBT RATINGS
Moody's short-term ratings are opinions of the ability of issuers to honor
short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations
generally have an original maturity not exceeding thirteen months, unless
explicitly noted.
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.
STANDARD & POOR'S RATINGS SERVICES
ISSUE CREDIT RATING DEFINITIONS
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The issue credit rating is not
a recommendation to purchase, sell, or hold a financial obligation, inasmuch as
it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the
obligors or obtained by Standard & Poor's from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
credit rating and may, on occasion, rely on unaudited financial information.
Credit ratings may be changed, suspended, or withdrawn as a result of changes
in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long-term or short-term. 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 of no more than 365 days - including commercial paper.
Short-term ratings are also used to indicate the creditworthiness of an obligor
with respect to put features on long-term obligations. The result is a dual
A-2
rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based, in varying degrees, on the following
considerations: likelihood of payment - capacity and willingness of the obligor
to meet its financial commitment on an obligation in accordance with the terms
of the obligation; nature of and provisions of the obligation; 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.
The issue rating definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority in
bankruptcy, as noted above. (Such differentiation applies when an entity has
both senior and subordinated obligations, secured and unsecured obligations, or
operating company and holding company obligations.) Accordingly, in the case of
junior debt, the rating may not conform exactly with the category definition.
CORPORATE AND MUNICIPAL BOND RATINGS
INVESTMENT GRADE
AAA: An obligation rated AAA has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA: An obligation rated AA differs from the highest rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
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 obligor's 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.
SPECULATIVE GRADE
Obligations rated BB, B, CCC, CC, and C are regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of speculation and C
the highest. While such debt will likely have some quality and protective
characteristics, these are 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
obligor's 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 obligor's capacity or willingness to meet its
financial commitment on the
A-3
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 subordinated debt or preferred stock obligation rated C is CURRENTLY
HIGHLY VULNERABLE to nonpayment. The C rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this obligation are being continued. A C also will be assigned to a preferred
stock issue in arrears on dividends or sinking fund payments, but that is
currently paying.
CI: The rating CI is reserved for income bonds on which no interest is
being paid.
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 even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. 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.
Plus (+) or Minus (-): 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.
Provisional ratings: The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful completion of the
project being financed by the debt being rated and indicates that payment of
debt service requirements is largely or entirely dependent upon the successful
and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the
likelihood of, or the risk of default upon failure of, such completion. The
investor should exercise his own judgment with respect to such likelihood and
risk.
R: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the credit rating. Examples include:
obligations linked or indexed to equities, currencies, or commodities;
obligations exposed to severe prepayment risk - such as interest-only or
principal-only mortgage securities; and obligations with unusually risky
interest terms, such as inverse floaters.
The absence of an "r" symbol should not be taken as an indication that an
obligation will exhibit no volatility or variability in total return.
N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.
Debt obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.
A-4
COMMERCIAL PAPER RATING DEFINITIONS
A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into several categories, ranging from A for the
highest quality obligations to D for the lowest. These categories are as
follows:
A-1: A short-term obligation rated A-1 is rated in the highest category by
Standard & Poor's. The obligor's 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 obligor's 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 obligor's 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 having significant
speculative characteristics. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitment on the obligation.
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
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. 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.
A commercial paper rating is not a recommendation to purchase, sell or hold a
security inasmuch as it does not comment as to market price or suitability for a
particular investor. The ratings are based on current information furnished to
Standard & Poor's by the issuer or obtained from other sources it considers
reliable. Standard & Poor's does not perform an audit in connection with any
rating and may, on occasion, rely on unaudited financial information. The
ratings may be changed, suspended, or withdrawn as a result of changes in or
unavailability of such information.
FITCH RATINGS
A brief description of the applicable Fitch Ratings ("Fitch") ratings symbols
and meanings (as published by Fitch) follows:
LONG-TERM CREDIT RATINGS
INVESTMENT GRADE
AAA
Highest credit quality. 'AAA' ratings denote the lowest expectation of credit
risk. They are assigned only in case of exceptionally strong capacity for timely
payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA
A-5
Very high credit quality. 'AA' ratings denote a very low expectation of credit
risk. They indicate very strong capacity for timely payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A
High credit quality. 'A' ratings denote a low expectation of credit risk. The
capacity for timely payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to changes in circumstances or in
economic conditions than is the case for higher ratings.
BBB
Good credit quality. 'BBB' ratings indicate that there is currently a low
expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and in
economic conditions are more likely to impair this capacity. This is the lowest
investment-grade category.
SPECULATIVE GRADE
BB
Speculative. 'BB' ratings indicate that there is a possibility of credit risk
developing, particularly as the result of adverse economic change over time;
however, business or financial alternatives may be available to allow financial
commitments to be met. Securities rated in this category are not investment
grade.
B
Highly speculative. 'B' ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is contingent upon
a sustained, favorable business and economic environment.
CCC, CC, C
High default risk. Default is a real possibility. Capacity for meeting financial
commitments is solely reliant upon sustained, favorable business or economic
developments. A 'CC' rating indicates that default of some kind appears
probable. 'C' ratings signal imminent default.
DDD, DD, and D
Default. The ratings of obligations in this category are based on their
prospects for achieving partial or full recovery in a reorganization or
liquidation of the obligor. While expected recovery values are highly
speculative and cannot be estimated with any precision, the following serve as
general guidelines. 'DDD' obligations have the highest potential for recovery,
around 90%-100% of outstanding amounts and accrued interest. 'DD' indicates
potential recoveries in the range of 50%-90%, and 'D' the lowest recovery
potential, I.E., below 50%. Entities rated in this category have defaulted on
some or all of their obligations. Entities rated 'DDD' have the highest prospect
for resumption of performance or continued operation with or without a formal
reorganization process. Entities rated 'DD' and 'D' are generally undergoing a
formal reorganization or liquidation process; those rated 'DD' are likely to
satisfy a higher portion of their outstanding obligations, while entities rated
'D' have a poor prospect for repaying all obligations.
SHORT-TERM CREDIT RATINGS
A short-term rating has a time horizon of less than 12 months for most
obligations, or up to three years for U.S. public finance securities, and thus
places greater emphasis on the liquidity necessary to meet financial commitments
in a timely manner.
F1 Highest credit quality. Indicates the strongest capacity for timely payment
of financial commitments; may have an added "+" to denote any exceptionally
strong credit feature.
F2 Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of the higher ratings.
F3 Fair credit quality. The capacity for timely payment of financial
commitments is adequate; however, near-term adverse changes could result in
a reduction to non-investment grade.
B Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.
C High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable
business and economic environment.
D Default. Denotes actual or imminent payment default.
"+" 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, to categories below 'CCC', or to short-term ratings other than 'F1'.
'NR' indicates that Fitch does not rate the issuer or issue in question.
'Withdrawn': A rating is withdrawn when Fitch deems the amount of information
available to be inadequate for rating purposes, or when an obligation matures,
is called, or refinanced.
'Rating Watch': Ratings are placed on Rating Watch to notify investors that
there is a reasonable probability of a
A-6
rating change and the likely direction of such change. These are designated as
"Positive", indicating a potential upgrade, "Negative", for a potential
downgrade, or "Evolving", if ratings may be raised, lowered or maintained.
Rating Watch is typically resolved over a relatively short period.
A Rating Outlook indicates the direction a rating is likely to move over a one
to two year period. Outlooks may be positive, stable, or negative. A positive or
negative Rating Outlook does not imply a rating change is inevitable. Similarly,
companies whose outlooks are 'stable' could be downgraded before an outlook
moves to positive or negative if circumstances warrant such an action.
Occasionally, Fitch may be unable to identify the fundamental trend. In these
cases, the Rating Outlook may be described as evolving.
A-7
APPENDIX B
PROXY VOTING POLICIES AND PROCEDURES
BACKGROUND
Western Asset Management Company ("WA") and Western Asset Management Company
Limited ("WAML") (together "Western Asset") have adopted and implemented
policies and procedures that we believe are reasonably designed to ensure that
proxies are voted in the best interest of clients, in accordance with our
fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940
("Advisers Act"). Our authority to vote the proxies of our clients is
established through investment management agreements or comparable documents,
and our proxy voting guidelines have been tailored to reflect these specific
contractual obligations. In addition to SEC requirements governing advisers, our
proxy voting policies reflect the long-standing fiduciary standards and
responsibilities for ERISA accounts. Unless a manager of ERISA assets has been
expressly precluded from voting proxies, the Department of Labor has determined
that the responsibility for these votes lies with the Investment Manager.
In exercising its voting authority, Western Asset will not consult or enter into
agreements with officers, directors or employees of Legg Mason Inc. or any of
its affiliates (except that WA and WAML may so consult and agree with each
other) regarding the voting of any securities owned by its clients.
POLICY
Western Asset's proxy voting procedures are designed and implemented in a way
that is reasonably expected to ensure that proxy matters are handled in the best
interest of our clients. While the guidelines included in the procedures are
intended to provide a benchmark for voting standards, each vote is ultimately
cast on a case-by-case basis, taking into consideration Western Asset's
contractual obligations to our clients and all other relevant facts and
circumstances at the time of the vote (such that these guidelines may be
overridden to the extent Western Asset deems appropriate).
PROCEDURES
RESPONSIBILITY AND OVERSIGHT
The Western Asset Compliance Department ("Compliance Department") is responsible
for administering and overseeing the proxy voting process. The gathering of
proxies is coordinated through the Corporate Actions area of Investment Support
("Corporate Actions"). Research analysts and portfolio managers are responsible
for determining appropriate voting positions on each proxy utilizing any
applicable guidelines contained in these procedures.
CLIENT AUTHORITY
Prior to August 1, 2003, all existing client investment management agreements
("IMAs") will be reviewed to determine whether Western Asset has authority to
vote client proxies. At account start-up, or upon amendment of an IMA, the
applicable client IMA are similarly reviewed. If an agreement is silent on proxy
voting, but contains an overall delegation of discretionary authority or if the
account represents assets of an ERISA plan, Western Asset will assume
responsibility for proxy voting. The Client Account Transition Team maintains a
matrix of proxy voting authority.
PROXY GATHERING
Registered owners of record, client custodians, client banks and trustees
("Proxy Recipients") that receive proxy materials on behalf of clients should
forward them to Corporate Actions. Prior to August 1, 2003, Proxy Recipients of
existing clients will be reminded of the appropriate routing to Corporate
Actions for proxy materials received and reminded of their responsibility to
forward all proxy materials on a timely basis. Proxy Recipients for new clients
(or, if Western Asset becomes aware that the applicable Proxy Recipient for an
existing client has changed, the Proxy Recipient for the existing client) are
notified at start-up of appropriate routing to Corporate Actions of proxy
B-1
materials received and reminded of their responsibility to forward all proxy
materials on a timely basis. If Western Asset personnel other than Corporate
Actions receive proxy materials, they should promptly forward the materials to
Corporate Actions.
PROXY VOTING
Once proxy materials are received by Corporate Actions, they are forwarded to
the Compliance Department for coordination and the following actions:
a. Proxies are reviewed to determine accounts impacted.
b. Impacted accounts are checked to confirm Western Asset voting
authority.
c. Compliance Department staff reviews proxy issues to determine any
material conflicts of interest. (See conflicts of interest section of
these procedures for further information on determining material
conflicts of interest.)
d. If a material conflict of interest exists, (i) to the extent
reasonably practicable and permitted by applicable law, the client is
promptly notified, the conflict is disclosed and Western Asset obtains
the client's proxy voting instructions, and (ii) to the extent that it
is not reasonably practicable or permitted by applicable law to notify
the client and obtain such instructions (e.g., the client is a mutual
fund or other commingled vehicle or is an ERISA plan client), Western
Asset seeks voting instructions from an independent third party.
e. Compliance Department staff provides proxy material to the appropriate
research analyst or portfolio manager to obtain their recommended
vote. Research analysts and portfolio managers determine votes on a
case-by-case basis taking into account the voting guidelines contained
in these procedures. For avoidance of doubt, depending on the best
interest of each individual client, Western Asset may vote the same
proxy differently for different clients. The analyst's or portfolio
manager's basis for their decision is documented and maintained by the
Compliance Department.
f. Compliance Department staff votes the proxy pursuant to the
instructions received in (d) or (e) and returns the voted proxy as
indicated in the proxy materials.
TIMING
Western Asset personnel act in such a manner to ensure that, absent special
circumstances, the proxy gathering and proxy voting steps noted above can be
completed before the applicable deadline for returning proxy votes.
RECORDKEEPING
Western Asset maintains records of proxies voted pursuant to Section 204-2 of
the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
a. A copy of Western Asset's policies and procedures.
b. Copies of proxy statements received regarding client securities.
c. A copy of any document created by Western Asset that was material to
making a decision how to vote proxies.
d. Each written client request for proxy voting records and Western
Asset's written response to both verbal and written client requests.
e. A proxy log including:
B-2
1. Issuer name;
2. Exchange ticker symbol of the issuer's shares to be voted;
3. Council on Uniform Securities Identification Procedures ("CUSIP")
number for the shares to be voted;
4. A brief identification of the matter voted on;
5. Whether the matter was proposed by the issuer or by a shareholder
of the issuer;
6. Whether a vote was cast on the matter;
7. A record of how the vote was cast; and
8. Whether the vote was cast for or against the recommendation of the
issuer's management team.
Records are maintained in an easily accessible place for five years, the first
two in Western Asset's offices.
DISCLOSURE
Part II of both the WA Form ADV and the WAML Form ADV contain a description of
Western Asset's proxy policies. Prior to August 1, 2003, Western Asset will
deliver Part II of its revised Form ADV to all existing clients, along with a
letter identifying the new disclosure. Clients will be provided a copy of these
policies and procedures upon request. In addition, upon request, clients may
receive reports on how their proxies have been voted.
CONFLICTS OF INTEREST
All proxies are reviewed by the Compliance Department for material conflicts of
interest. Issues to be reviewed include, but are not limited to:
1. Whether Western Asset (or, to the extent required to be considered
by applicable law, its affiliates) manages assets for the company
or an employee group of the company or otherwise has an interest in
the company;
2. Whether Western Asset or an officer or director of Western Asset or
the applicable portfolio manager or analyst responsible for
recommending the proxy vote (together, "Voting Persons") is a close
relative of or has a personal or business relationship with an
executive, director or person who is a candidate for director of
the company or is a participant in a proxy contest; and
3. Whether there is any other business or personal relationship where
a Voting Person has a personal interest in the outcome of the
matter before shareholders.
VOTING GUIDELINES
Western Asset's substantive voting decisions turn on the particular facts and
circumstances of each proxy vote and are evaluated by the designated research
analyst or portfolio manager. The examples outlined below are meant as
guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented
to shareholders. Part I deals with proposals which have been approved and are
recommended by a company's board of directors; Part II deals with proposals
submitted by shareholders for inclusion in proxy statements; Part III addresses
issues relating to voting shares of investment companies; and Part IV addresses
unique considerations pertaining to foreign issuers.
I. Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve
proposals made by a company itself that have been approved and recommended by
its board of directors. In view of the enhanced corporate governance practices
currently being implemented in public companies, Western Asset generally votes
in support of decisions reached by independent boards of directors. More
specific guidelines related to certain board-approved proposals are as follows:
B-3
1. Matters relating to the Board of Directors
Western Asset votes proxies for the election of the company's nominees
for directors and for board-approved proposals on other matters
relating to the board of directors with the following exceptions:
a. Votes are withheld for the entire board of directors if the board
does not have a majority of independent directors or the board
does not have nominating, audit and compensation committees
composed solely of independent directors.
b. Votes are withheld for any nominee for director who is considered
an independent director by the company and who has received
compensation from the company other than for service as a
director.
c. Votes are withheld for any nominee for director who attends less
than 75% of board and committee meetings without valid reasons
for absences.
d. Votes are cast on a case-by-case basis in contested elections of
directors.
2. Matters relating to Executive Compensation
Western Asset generally favors compensation programs that relate
executive compensation to a company's long-term performance. Votes are
cast on a case-by-case basis on board-approved proposals relating to
executive compensation, except as follows:
a. Except where the firm is otherwise withholding votes for the
entire board of directors, Western Asset votes for stock option
plans that will result in a minimal annual dilution.
b. Western Asset votes against stock option plans or proposals that
permit replacing or repricing of underwater options.
c. Western Asset votes against stock option plans that permit
issuance of options with an exercise price below the stock's
current market price.
d. Except where the firm is otherwise withholding votes for the
entire board of directors, Western Asset votes for employee stock
purchase plans that limit the discount for shares purchased under
the plan to no more than 15% of their market value, have an
offering period of 27 months or less and result in dilution of
10% or less.
3. Matters relating to Capitalization
The management of a company's capital structure involves a number of
important issues, including cash flows, financing needs and market
conditions that are unique to the circumstances of each company. As a
result, Western Asset votes on a case-by-case basis on board-approved
proposals involving changes to a company's capitalization except where
Western Asset is otherwise withholding votes for the entire board of
directors.
a. Western Asset votes for proposals relating to the authorization
of additional common stock.
b. Western Asset votes for proposals to effect stock splits
(excluding reverse stock splits).
c. Western Asset votes for proposals authorizing share repurchase
programs.
4. Matters relating to Acquisitions, Mergers, Reorganizations and
Other Transactions
Western Asset votes these issues on a case-by-case basis on
board-approved transactions.
B-4
5. Matters relating to Anti-Takeover Measures
Western Asset votes against board-approved proposals to adopt
anti-takeover measures except as follows:
a. Western Asset votes on a case-by-case basis on proposals to
ratify or approve shareholder rights plans.
b. Western Asset votes on a case-by-case basis on proposals to adopt
fair price provisions.
6. Other Business Matters
Western Asset votes for board-approved proposals approving such
routine business matters such as changing the company's name,
ratifying the appointment of auditors and procedural matters relating
to the shareholder meeting.
a. Western Asset votes on a case-by-case basis on proposals to amend
a company's charter or bylaws.
b. Western Asset votes against authorization to transact other
unidentified, substantive business at the meeting.
II. Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a
company's proxy statement. These proposals generally seek to change some aspect
of a company's corporate governance structure or to change some aspect of its
business operations. Western Asset votes in accordance with the recommendation
of the company's board of directors on all shareholder proposals, except as
follows:
1. Western Asset votes for shareholder proposals to require shareholder
approval of shareholder rights plans.
2. Western Asset votes for shareholder proposals that are consistent with
Western Asset's proxy voting guidelines for board-approved proposals.
3. Western Asset votes on a case-by-case basis on other shareholder
proposals where the firm is otherwise withholding votes for the entire
board of directors.
III. Voting Shares of Investment Companies
Western Asset may utilize shares of open or closed-end investment companies to
implement its investment strategies. Shareholder votes for investment companies
that fall within the categories listed in Parts I and II above are voted in
accordance with those guidelines.
1. Western Asset votes on a case-by-case basis on proposals relating to
changes in the investment objectives of an investment company taking
into account the original intent of the fund and the role the fund
plays in the clients' portfolios.
2. Western Asset votes on a case-by-case basis all proposals that would
result in increases in expenses (e.g., proposals to adopt 12b-1 plans,
alter investment advisory arrangements or approve fund mergers) taking
into account comparable expenses for similar funds and the services to
be provided.
IV. Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held in foreign
issuers - i.e. issuers that are incorporated under the laws of a foreign
jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ
stock market, the following guidelines are used, which are premised on the
existence of a sound corporate governance and disclosure framework. These
guidelines, however, may not be appropriate under some circumstances for foreign
B-5
issuers and therefore apply only where applicable.
1. Western Asset votes for shareholder proposals calling for a majority
of the directors to be independent of management.
2. Western Asset votes for shareholder proposals seeking to increase the
independence of board nominating, audit and compensation committees.
3. Western Asset votes for shareholder proposals that implement corporate
governance standards similar to those established under U.S. federal
law and the listing requirements of U.S. stock exchanges, and that do
not otherwise violate the laws of the jurisdiction under which the
company is incorporated.
4. Western Asset votes on a case-by-case basis on proposals relating to
(1) the issuance of common stock in excess of 20% of a company's
outstanding common stock where shareholders do not have preemptive
rights, or (2) the issuance of common stock in excess of 100% of a
company's outstanding common stock where shareholders have preemptive
rights.
B-6
APPENDIX C
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(As of January 20, 2004)
A Fund shareholder must follow the following procedures in order to properly
submit a nominee recommendation for the Governance and Nominating Committee's
consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to the Fund, to the attention of the
Secretary, at the address of the principal executive offices of the
Fund.
2. The Shareholder Recommendation must be delivered to or mailed and
received at the principal executive offices of the Fund not less than
one hundred and twenty (120) calendar days nor more than one hundred
and thirty-five (135) calendar days prior to the date of the Board or
shareholder meeting at which the nominee would be elected.
3. The Shareholder Recommendation must include: (i) a statement in
writing setting forth (A) the name, age, date of birth, business
address, residence address and nationality of the person recommended
by the shareholder (the "candidate"); (B) the class or series and
number of all shares of the Fund owned of record or beneficially by
the candidate, as reported to such shareholder by the candidate; (C)
any other information regarding the candidate called for with respect
to director nominees by paragraphs (a), (d), (e) and (f) of Item 401
of Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101
(Schedule 14A) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulation or rule
subsequently adopted by the Securities and Exchange Commission or any
successor agency applicable to the Fund); (D) any other information
regarding the candidate that would be required to be disclosed if the
candidate were a nominee in a proxy statement or other filing required
to be made in connection with solicitation of proxies for election of
Trustees or directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder; and (E) whether the
recommending shareholder believes that the candidate is or will be an
"interested person" of the Fund (as defined in the Investment Company
Act of 1940, as amended) and, if not an "interested person,"
information regarding the candidate that will be sufficient for the
Fund to make such determination; (ii) the written and signed consent
of the candidate to be named as a nominee and to serve as a Trustee if
elected; (iii) the recommending shareholder's name as it appears on
the Fund's books; (iv) the class or series and number of all shares of
the Fund owned beneficially and of record by the recommending
shareholder; and (v) a description of all arrangements or
understandings between the recommending shareholder and the candidate
and any other person or persons (including their names) pursuant to
which the recommendation is being made by the recommending
shareholder. In addition, the Governance and Nominating Committee may
require the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility of
such candidate to serve on the Board.
C-1
APPENDIX D
WESTERN ASSET/CLAYMORE U.S. TREASURY INFLATION PROTECTED SECURITIES FUND 2
ARTICLE 12 OF THE AMENDED AND RESTATED BYLAWS
ARTICLE 12
SHARES OF BENEFICIAL INTEREST
12. The Trust has an unlimited number of Common Shares, without par value,
which may be issued from time to time by the Trustees.
12.1 STATEMENT CREATING FIVE SERIES OF TAXABLE PREFERRED SHARES.
DESIGNATION
SERIES M: A series of 3,280 shares of preferred shares of beneficial
interest, without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not earned or
declared), is hereby designated "Series M Taxable Auction Market Preferred
Shares" and is referred to below as "Series M." Each of the 3,280 shares of
Series M shall be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, terms of
redemption and special or relative rights or privileges, in addition to those
required by applicable law or set forth in the Declaration of Trust, as amended
and restated, applicable to Series M, as set forth in Part I and Part II of this
Article 12. Any shares of Series M issued thereafter shall be issued on the
first day of a Rate Period of the then outstanding shares of Series M; shall
have, for such Rate Period, an Applicable Rate equal to the Applicable Rate for
shares of such series established in the first Auction for shares of such series
preceding the date of such issuance; and shall have such other preferences,
voting powers, terms of redemption and special or relative rights or privileges,
in addition to those required by applicable law or set forth in the Declaration
of Trust applicable to Series M, as set forth in Part I and Part II of this
Article 12. The Series M shall constitute a separate series of preferred shares
of beneficial interest of the Trust, and each share of Series M shall be
identical except as provided in this Section 12.1.
SERIES T: A series of 3,280 shares of preferred shares of beneficial
interest, without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not earned or
declared), is hereby designated "Series T Taxable Auction Market Preferred
Shares" and is referred to below as "Series T." Each of the 3,280 shares of
Series T shall be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, terms of
redemption and special or relative rights or privileges, in addition to those
required by applicable law or set forth in the Declaration of Trust, as amended
and restated, applicable to Series T, as set forth in Part I and Part II of this
Article 12. Any shares of Series T issued thereafter shall be issued on the
first day of a Rate Period of the then outstanding shares of Series T; shall
have, for such Rate Period, an Applicable Rate equal to the Applicable Rate for
shares of such series established in the first Auction for shares of such series
preceding the date of such issuance; and shall have such other preferences,
voting powers, terms of redemption and special or relative rights or privileges,
in addition to those required by applicable law or set forth
D-1
in the Declaration of Trust applicable to Series T, as set forth in Part I and
Part II of this Article 12. The Series T shall constitute a separate series of
preferred shares of beneficial interest of the Trust, and each share of Series T
shall be identical except as provided in this Section 12.1.
SERIES W: A series of 3,280 shares of preferred shares of beneficial
interest, without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not earned or
declared), is hereby designated "Series W Taxable Auction Market Preferred
Shares" and is referred to below as "Series W." Each of the 3,280 shares of
Series W shall be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, terms of
redemption and special or relative rights or privileges, in addition to those
required by applicable law or set forth in the Declaration of Trust, as amended
and restated, applicable to Series W, as set forth in Part I and Part II of this
Article 12. Any shares of Series W issued thereafter shall be issued on the
first day of a Rate Period of the then outstanding shares of Series W; shall
have, for such Rate Period, an Applicable Rate equal to the Applicable Rate for
shares of such series established in the first Auction for shares of such series
preceding the date of such issuance; and shall have such other preferences,
voting powers, terms of redemption and special or relative rights or privileges,
in addition to those required by applicable law or set forth in the Declaration
of Trust applicable to Series W, as set forth in Part I and Part II of this
Article 12. The Series W shall constitute a separate series of preferred shares
of beneficial interest of the Trust, and each share of Series W shall be
identical except as provided in this Section 12.1.
SERIES TH: A series of 3,280 shares of preferred shares of beneficial
interest, without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not earned or
declared), is hereby designated "Series TH Taxable Auction Market Preferred
Shares" and is referred to below as "Series TH." Each of the 3,280 shares of
Series TH shall be issued on a date to be determined by the Board of Trustees of
the Trust or pursuant to their delegated authority; have an Initial Dividend
Rate and an Initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their
delegated authority; and have such other preferences, voting powers, terms of
redemption and special or relative rights or privileges, in addition to those
required by applicable law or set forth in the Declaration of Trust, as amended
and restated, applicable to Series TH, as set forth in Part I and Part II of
this Article 12. Any shares of Series TH issued thereafter shall be issued on
the first day of a Rate Period of the then outstanding shares of Series TH,
shall have; for such Rate Period, an Applicable Rate equal to the Applicable
Rate for shares of such series established in the first Auction for shares of
such series preceding the date of such issuance; and shall have such other
preferences, voting powers, terms of redemption and special or relative rights
or privileges, in addition to those required by applicable law or set forth in
the Declaration of Trust applicable to Series TH, as set forth in Part I and
Part II of this Article 12. The Series TH shall constitute a separate series of
preferred shares of beneficial interest of the Trust, and each share of Series
TH shall be identical except as provided in this Section 12.1.
D-2
SERIES F: A series of 3,280 shares of preferred shares of beneficial
interest, without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not earned or
declared), is hereby designated "Series F Taxable Auction Market Preferred
Shares" and is referred to below as "Series F," and, together with Series M,
Series T, Series W and Series TH the "Preferred Shares." Each of the 3,280
shares of Series F shall be issued on a date to be determined by the Board of
Trustees of the Trust or pursuant to their delegated authority; have an Initial
Dividend Rate and an Initial Dividend Payment Date as shall be determined in
advance of the issuance thereof by the Board of Trustees of the Trust or
pursuant to their delegated authority; and have such other preferences, voting
powers, terms of redemption and special or relative rights or privileges, in
addition to those required by applicable law or set forth in the Declaration of
Trust, as amended and restated, applicable to Series F, as set forth in Part I
and Part II of this Article 12. Any shares of Series F issued thereafter shall
be issued on the first day of a Rate Period of the then outstanding shares of
Series F; shall have, for such Rate Period, an Applicable Rate equal to the
Applicable Rate for shares of such series established in the first Auction for
shares of such series preceding the date of such issuance; and shall have such
other preferences, voting powers, terms of redemption and special or relative
rights or privileges, in addition to those required by applicable law or set
forth in the Declaration of Trust applicable to Series F, as set forth in Part I
and Part II of this Article 12. The Series F shall constitute a separate series
of preferred shares of beneficial interest of the Trust, and each share of
Series F shall be identical except as provided in this Section 12.1.
DEFINITIONS
As used in Parts I and II of this Section 12.1, the following terms shall
have the following meanings (with terms defined in the singular having
comparable meanings when used in the plural and vice versa), unless the context
otherwise requires:
(a) "Affected Series" shall have the meaning specified in paragraph
4(c)(i) of Part I of this Section 12.1.
(b) "Affiliate" shall mean, for purposes of the definition of
"Outstanding," any Person known to the Auction Agent to be controlled by,
in control of or under common control with the Trust; PROVIDED, HOWEVER,
that no Broker-Dealer controlled by, in control of or under common control
with the Trust shall be deemed to be an Affiliate, nor shall any
corporation, one of the trustees, directors or executive officers of which
is a Trustee or any Person controlled by, in control of or under common
control with such corporation, be deemed to be an Affiliate solely because
such trustee, director or executive officer is also a Trustee.
(c) "Agent Member" shall mean a member of or participant in the
Securities Depository that will act on behalf of a Bidder.
(d) "Applicable Percentage" means the percentage determined based on
the prevailing credit rating assigned to the series of Preferred Shares on
such date by Moody's
D-3
(if Moody's is then rating the Preferred Shares) or Fitch (if Fitch is then
rating the Preferred Shares) as follows:
CREDIT RATINGS
---------------------------- APPLICABLE
MOODY'S FITCH PERCENTAGE
------------ ------------ ----------
Aaa AAA 125%
Aa3 to Aa1 AA- to AA+ 150%
A3 to A1 A- to A+ 200%
Baa3 to Baa1 BBB- to BBB+ 250%
Below Baa3 Below BBB- 300%
For purposes of this definition only, the "prevailing credit rating"
of shares of a series of Preferred Shares shall be (i) AAA if such shares
have a rating of Aaa by Moody's or AAA by Fitch or the equivalent of such
ratings by a Substitute Rating Agency; (ii) if not AAA, then AA- if such
shares have a rating of Aa3 or better by Moody's or AA- or better by Fitch
or the equivalent of such ratings by a Substitute Rating Agency, (iii) if
not AA- or higher, then A- if such shares have a rating of A3 or better by
Moody's or A- or better by Fitch or the equivalent of such ratings by a
Substitute Rating Agency, (iv) if not A- or higher, then BBB- if such
shares have a rating of Baa3 or better by Moody's or BBB- or better by
Fitch or the equivalent of such ratings by a Substitute Rating Agency, and
(v) if not BBB- or higher, then below BBB-.
The Applicable Percentage as so determined shall be further subject to
upward but not downward adjustment in the discretion of the Board of
Trustees of the Trust after consultation with the Broker-Dealers and
subject to paragraph 4(d) of Part I of this Section 12.1, provided that
immediately following any such increase the Trust would be in compliance
with the Preferred Shares Basic Maintenance Amount. The Trust shall take
all reasonable action necessary to enable Moody's and Fitch to provide a
rating for each series of Preferred Shares. If Moody's or Fitch shall not
make such a rating available, the Trust, after consultation with the Lead
Broker-Dealer or its affiliates and successors, shall select another Rating
Agency to act as a Substitute Rating Agency. Notwithstanding the foregoing,
the Trust shall not be required to have more than one Rating Agency provide
a rating for any series of the Preferred Shares.
(e) "Applicable Rate" shall have the meaning specified in paragraph
2(e)(i) of Part I of this Section 12.1.
(f) "Applicable Spread" means the spread determined based on the
prevailing credit rating assigned to the series of Preferred Shares on such
date by Moody's (if Moody's is then rating the Preferred Shares) or Fitch
(if Fitch is then rating the Preferred Shares) as follows:
CREDIT RATINGS
---------------------------- APPLICABLE
MOODY'S FITCH SPREAD
------------ ------------ ----------
Aaa AAA 125 bps
D-4
Aa3 to Aa1 AA- to AA+ 150 bps
A3 to A1 A- to A+ 200 bps
Baa3 to Baa1 BBB- to BBB+ 250 bps
Below Baa3 Below BBB- 300 bps
For purposes of this definition only, the "prevailing credit rating"
of shares of a series of Preferred Shares shall be (i) AAA if such shares
have a rating of Aaa by Moody's or AAA by Fitch or the equivalent of such
ratings by a Substitute Rating Agency; (ii) if not AAA, then AA- if such
shares have a rating of Aa3 or better by Moody's or AA- or better by Fitch
or the equivalent of such ratings by a Substitute Rating Agency, (iii) if
not AA- or higher, then A- if such shares have a rating of A3 or better by
Moody's or A- or better by Fitch or the equivalent of such ratings by a
Substitute Rating Agency, (iv) if not A- or higher, then BBB- if such
shares have a rating of Baa3 or better by Moody's or BBB- or better by
Fitch or the equivalent of such ratings by a Substitute Rating Agency, and
(v) if not BBB- or higher, then below BBB-.
The Applicable Spread as so determined shall be further subject to
upward but not downward adjustment in the discretion of the Board of
Trustees after consultation with the Broker-Dealers and subject to
paragraph 4(d) of Part I of this Section 12.1, provided that immediately
following any such increase the Trust would be in compliance with the
Preferred Shares Basic Maintenance Amount. The Trust shall take all
reasonable action necessary to enable Moody's and Fitch to provide a rating
for each series of Preferred Shares. If Moody's or Fitch shall not make
such a rating available, the Trust, after consultation with the Lead
Broker-Dealer or its affiliates and successors, shall select another Rating
Agency to act as a Substitute Rating Agency. Notwithstanding the foregoing,
the Trust shall not be required to have more than one Rating Agency provide
a rating for any series of the Preferred Shares.
(g) "Approved Foreign Nations" shall have the meaning set forth in
paragraph (4) of the definition of "Fitch Eligible Assets."
(h) "Approved Price" means the "fair value" as determined by the Trust
in accordance with the valuation procedures adopted from time to time by
the Trustees and for which the Trust receives a mark-to-market price
(which, for the purpose of clarity, shall not mean Market Value) from an
independent source at least semi-annually.
(i) "ARMs" shall have the meaning set forth in paragraph (8)(G) of the
definition of "Moody's Eligible Assets."
(j) "Auction" shall mean each periodic implementation of the Auction
Procedures.
(k) "Auction Agent" shall mean the entity appointed as such by a
resolution of the Trustees in accordance with paragraph 6 of Part II of
this Section 12.1.
D-5
(l) "Auction Date," with respect to any Rate Period, shall mean the
Business Day next preceding the first day of such Rate Period.
(m) "Auction Procedures" shall mean the procedures for conducting
Auctions set forth in Part II of this Section 12.1.
(n) "Auditor's Confirmation" shall have the meaning specified in
paragraph 6(c) of Part I of this Section 12.1.
(o) "Available Preferred Shares" shall have the meaning specified in
paragraph 3(a) of Part II of this Section 12.1.
(p) "Bank Loans" shall mean direct purchases of, assignments of,
participations in and other interests in (a) any bank loan or (b) any loan
made by an investment bank, investment fund or other financial institution,
provided that such loan under this clause (b) is similar to those typically
made, syndicated, purchased or participated by a commercial bank or
institutional loan investor in the ordinary course of business.
(q) "Beneficial Owner," with respect to shares of a series of
Preferred Shares, means a customer of a Broker-Dealer who is listed on the
records of that Broker-Dealer (or, if applicable, the Auction Agent) as a
holder of shares of such series.
(r) "Bid" and "Bids" shall have the respective meanings specified in
paragraph 1(a) of Part II of this Section 12.1.
(s) "Bidder" and "Bidders" shall have the respective meanings
specified in paragraph 1(a) of Part II of this Section 12.1; provided,
however, that neither the Trust nor any affiliate thereof shall be
permitted to be a Bidder in an Auction, except that any Broker-Dealer that
is an affiliate of the Trust may be a Bidder in an Auction, but only if the
Orders placed by such Broker-Dealer are not for its own account.
(t) "Brady Bonds" shall mean securities created through the exchange
of existing commercial bank loans to sovereign entities for new obligations
in connection with a debt restructuring under a plan introduced by former
U.S. Secretary of the Treasury Nicholas F. Brady.
(u) "Broker-Dealer" shall mean any broker-dealer, commercial bank or
other entity permitted by law to perform the functions required of a
Broker-Dealer in Part II of this Section 12.1, that is a member of, or a
participant in, the Securities Depository or is an affiliate of such member
or participant, has been selected by the Trust and has entered into a
Broker-Dealer Agreement that remains effective.
(v) "Broker-Dealer Agreement" shall mean an agreement between the
Auction Agent on behalf of the Trust and a Broker-Dealer pursuant to which
such Broker-Dealer agrees to follow the procedures specified in Part II of
this Section 12.1.
D-6
(w) "Business Day" shall mean a day on which the New York Stock
Exchange is open for trading and which is neither a Saturday nor a Sunday
nor any other day on which banks in The City of New York, New York, are
authorized by law to close.
(x) "Canadian Bonds" shall have the meaning set forth in paragraph (4)
of the definition of "Fitch Eligible Assets."
(y) "Closing Transaction" shall mean a transaction which terminates a
futures contract or option held by the Trust by the Trust taking an
opposite position thereto.
(z) "CMOs" shall have the meaning set forth in paragraph (8)(B) of the
definition of "Moody's Eligible Assets" below.
(aa) "Common Shares" shall mean the common shares of beneficial
interest of the Trust.
(bb) "Corporate Debt Securities" shall have the meaning set forth in
paragraph (4) of the definition of "Fitch Eligible Assets."
(cc) "Cure Date" shall mean the Preferred Shares Basic Maintenance
Cure Date or the 1940 Act Cure Date, as the case may be.
(dd) "Currency Discount Factor" shall have the meaning set forth in
paragraph (12) of the definition of "Moody's Discount Factor" below.
(ee) "Date of Original Issue," with respect to shares of a series of
Preferred Shares, shall mean the date on which the Trust initially issued
such shares.
(ff) "Declaration of Trust" shall mean the Trust's Agreement and
Declaration of Trust in effect from time to time.
(gg) "Deposit Securities" shall mean cash and portfolio securities
rated at least A2 (having a remaining maturity of 12 months or less), P-1,
VMIG-1 or MIG-1 by Moody's or A (having a remaining maturity of 12 months
or less), A1 or F-1 by Fitch.
(hh) "Discounted Value," as of any Valuation Date, shall mean (i) with
respect to a Fitch Eligible Asset or Moody's Eligible Asset that is not
currently callable as of such Valuation Date at the option of the issuer
thereof, the quotient of the lesser of the Market Value thereof and the par
value thereof divided by the Fitch Discount Factor for a Fitch Eligible
Asset or the Moody's Discount Factor for a Moody's Eligible Asset; or (ii)
with respect to a Fitch Eligible Asset or Moody's Eligible Asset that is
currently callable as of such Valuation Date at the option of the issuer
thereof, the quotient of (1) the lesser of the Market Value and call price
thereof divided by (2) the Fitch Discount Factor for Fitch Eligible Assets
or the Moody's Discount Factor for Moody's Eligible Assets.
D-7
(ii) "Dividend Payment Date," with respect to shares of a series of
Preferred Shares, shall mean any date on which dividends are payable on
shares of such series pursuant to the provisions of paragraph 2(d) of Part
I of this Section 12.1.
(jj) "Dividend Period," with respect to shares of a series of
Preferred Shares, shall mean the period from and including the Date of
Original Issue of shares of such series to but excluding the initial
Dividend Payment Date for shares of such series and any period thereafter
from and including one Dividend Payment Date for shares of such series to
but excluding the next succeeding Dividend Payment Date for shares of such
series.
(kk) "DRDs" shall mean preferred shares the dividends on which qualify
for the inter-corporate dividends received deduction.
(ll) "Existing Holder," with respect to shares of a series of
Preferred Shares, shall mean a Broker-Dealer (or any such other Person as
may be permitted by the Trust) that is listed on the records of the Auction
Agent as a holder of shares of such series.
(mm) "Exposure Period" shall mean the period commencing on a given
Valuation Date and ending 49 days thereafter.
(nn) "Failure to Deposit," with respect to shares of a series of
Preferred Shares, shall mean a failure by the Trust to pay to the Auction
Agent, not later than 12:00 Noon, New York City time, (A) on any Dividend
Payment Date for shares of such series, in funds available on such Dividend
Payment Date in The City of New York, New York, the full amount of any
dividend (whether or not earned or declared) to be paid on such Dividend
Payment Date on any share of such series or (B) on any redemption date in
funds available on such redemption date for shares of such series in The
City of New York, New York, the Redemption Price to be paid on such
redemption date for any share of such series after Notice of Redemption is
mailed pursuant to paragraph 8(c) of Part I of this Section 12.1; PROVIDED,
HOWEVER, that the foregoing clause (B) shall not apply to the Trust's
failure to pay the Redemption Price in respect of Preferred Shares when the
related Notice of Redemption provides that redemption of such shares is
subject to one or more conditions precedent and any such condition
precedent shall not have been satisfied at the time or times and in the
manner specified in such Notice of Redemption; and PROVIDED, FURTHER, that
no Failure to Deposit shall exist on a day that would have been a Dividend
Payment Date but for the occurrence of one or more of the events described
in paragraph 5(b) of Part II of this Section 12.1.
(oo) "FFCB," "FHLB," "FHLMC" and "FNMA" shall have the respective
meanings set forth in paragraph (8) of the definition of "Moody's Eligible
Assets" below.
(pp) "FHLB, FNMA and FFCB Debentures" shall have the meaning set forth
in paragraph (8) of the definition of "Moody's Eligible Assets" below.
(qq) "Fitch" shall mean Fitch Ratings and its successors.
D-8
(rr) "Fitch Discount Factor" shall mean, for purposes of determining
the Discounted Value of any Fitch Eligible Asset, the percentage determined
as follows. The Fitch Discount Factor for any Fitch Eligible Asset other
than the securities set forth below will be the percentage provided in
writing by Fitch.
(1) CORPORATE DEBT SECURITIES: The percentage determined by
reference to the rating of the Corporate Debt Security in accordance
with the table set forth below.
TERM TO MATURITY OF NOT RATED
CORPORATE DEBT OR BELOW
SECURITY(1) AAA AA A BBB BB BB
------------------------------------ --------- --------- --------- --------- --------- ---------
3 years or less 106.38% 108.11% 109.89% 111.73% 129.87% 151.52%
5 years or less (but longer than 3
years) 111.11% 112.99% 114.94% 116.96% 134.24% 151.52%
7 years or less (but longer than 5
years) 113.64% 115.61% 117.65% 119.76% 135.66% 151.52%
10 years or less (but longer than 7
years) 115.61% 117.65% 119.76% 121.95% 136.74% 151.52%
15 years or less (but longer than 10
years) 119.76% 121.95% 124.22% 126.58% 139.05% 151.52%
More than 15 years 124.22% 126.58% 129.03% 131.58% 144.55% 151.52%
----------
(1) If a security is not rated by Fitch but is rated by two other
Rating Agencies, then the lower of the ratings on the security from the
two other Rating Agencies will be used to determine the Fitch Discount
Factor (e.g., where the S&P rating is A- and the Moody's rating is
Baa1, a Fitch rating of BBB+ will be used). If a security is not rated
by Fitch but is rated by only one other Rating Agency, then the rating
on the security from the other Rating Agency will be used to determine
the Fitch Discount Factor (e.g., where the only rating on a security is
an S&P rating of AAA, a Fitch rating of AAA will be used, and where the
only rating on a security is a Moody's rating of Ba3, a Fitch rating of
BB- will be used). If a security is not rated by any Rating Agency, the
Trust will use the percentage set forth under "Not Rated or Below BB"
in this table.
The Fitch Discount Factors presented in the immediately
preceding table apply to Corporate Debt Securities that are Performing
and have a Market Value determined by a Pricing Service or an Approved
Price. The Fitch Discount Factor noted in the table above for a
Corporate Debt Security not rated or rated below BB by Fitch shall
apply to any non-Performing Corporate Debt Security with a price equal
to or greater than $0.20. If a Corporate Debt Security does not have a
Market Value determined by a Pricing Service or an Approved Price, a
rating two rating categories below the actual rating on the Corporate
Debt Security will be used (e.g., where the actual rating is A-, the
rating for Corporate Debt Securities rated BB- will be used). The Fitch
Discount Factor for a Corporate Debt Security issued by a limited
partnership that is not a Rule 144A Security shall be the Discount
Factor determined in accordance with the table set forth above
multiplied by 105%.
D-9
The Fitch Discount Factors presented in the immediately
preceding table will also apply to (i) interest rate swaps and caps,
whereby the rating of the counterparty to the swap or cap will be the
rating used to determine the Fitch Discount Factor in the table; and
(ii) Tradable Credit Baskets, whereby the ratings in the table will be
applied to the underlying securities and the Market Value of each
underlying security will be its proportionate amount of the Market
Value of the Tradable Credit Baskets. The Fitch Discount Factors
presented in the immediately preceding table will also apply to
corporate obligations backed by a guaranty, a letter of credit or
insurance issued by a third party. If the third-party credit rating is
the basis for the rating on the obligation, then the rating on the
third party will be used to determine the Fitch Discount Factor in the
table. The Fitch Discount Factors presented in the immediately
preceding table will also apply to preferred trust certificates, the
rating on which will by determined by the underlying debt instruments
in the trust, unless such preferred trust certificates are determined
by Fitch to qualify for a traditional equity discount factor, in which
case the Fitch Discount Factor shall be 370%.
(2) SHORT-TERM INSTRUMENTS: The Fitch Discount Factor
applied to short-term portfolio securities, including without
limitation Corporate Debt Securities, Short Term Money Market
Instruments and municipal debt obligations, will be (A) 100%, so long
as such portfolio securities mature within, or have a demand feature at
par exercisable within, the Exposure Period; and (B) 125%, so long as
such portfolio securities neither mature within nor have a demand
feature at par exercisable within the Exposure Period. A Fitch Discount
factor of 100% will be applied to cash.
(3) U.S. GOVERNMENT SECURITIES AND U.S. TREASURY STRIPS:
TIME REMAINING TO MATURITY DISCOUNT FACTOR
-------------------------- ---------------
1 year or less 102%
2 years or less (but longer than 1 year) 103%
3 years or less (but longer than 2 years) 105%
4 years or less (but longer than 3 years) 107%
5 years or less (but longer than 4 years) 109%
7 years or less (but longer than 5 years) 112%
10 years or less (but longer than 7 years) 114%
Greater than 10 years 122%
(4) RULE 144A SECURITIES: The Fitch Discount Factor
applied to Rule 144A Securities will be 110% of the Fitch Discount
Factor which would apply were the securities registered under the
Securities Act.
(5) ASSET-BACKED AND MORTGAGE-BACKED SECURITIES: The
percentage determined by reference to the asset type in accordance
with the table set forth below.
ASSET TYPE (WITH TIME REMAINING TO MATURITY, IF APPLICABLE) DISCOUNT FACTOR
---------- ---------------
U.S. Treasury/agency securities (10 years or less) 118%
U.S. Treasury/agency securities (greater than 10 years) 127%
U.S. agency sequentials (10 years or less) 128%
D-10
ASSET TYPE (WITH TIME REMAINING TO MATURITY, IF APPLICABLE) DISCOUNT FACTOR
---------- ---------------
U.S. agency sequentials (greater than 10 years) 142%
U.S. agency principal only securities 236%
U.S. agency interest only securities
(with Market Value greater than $0.40) 498%
U.S. agency interest only securities
(with Market Value less than or equal to $0.40) 214%
AAA LockOut securities, interest only 236%
U.S. agency planned amortization class bonds (10 years or less) 115%
U.S. agency planned amortization class bonds (greater than 10 years) 136%
AAA sequentials (10 years or less) 118%
AAA sequentials (greater than 10 years) 135%
AAA planned amortization class bonds (10 years or less) 115%
AAA planned amortization class bonds (greater than 10 years) 140%
Jumbo mortgages rated AAA(1) 123%
Jumbo mortgages rated AA(1) 130%
Jumbo mortgages rated A(1) 136%
Jumbo mortgages rated BBB(1) 159%
Commercial mortgage-backed securities rated AAA 131%
Commercial mortgage-backed securities rated AA 139%
Commercial mortgage-backed securities rated A 148%
Commercial mortgage-backed securities rated BBB 177%
Commercial mortgage-backed securities rated BB 283%
Commercial mortgage-backed securities rated B 379%
Commercial mortgage-backed securities rated CCC or not rated 950%
----------
(1) Applies to jumbo mortgages, credit cards, auto loans, home
equity loans, manufactured housing and prime mortgage-backed
securities not issued by a U.S. agency or instrumentality.
(6) BANK LOANS: The percentage determined by reference to
the Fitch Loan Category in accordance with the table set forth below.
FITCH LOAN CATEGORY DISCOUNT FACTOR
------------------- ---------------
A 126%
B 157%
C 184%
D 433%
(7) MUNICIPAL DEBT OBLIGATIONS: The Fitch Discount Factor
applied to municipal debt obligations will be the percentage determined
by reference to the table set forth below:
FITCH RATING CATEGORY
EXPOSURE PERIOD AAA(1) AA(1) A(1) BBB(1) F1(2) UNRATED(3)
--------------- ------ ----- ---- ------ ----- ----------
7 weeks 151% 159% 166% 173% 136% 225%
8 weeks or less but
greater than 7 weeks 154% 161% 168% 176% 137% 231%
9 weeks or less but
greater than 8 weeks 158% 163% 170% 177% 138% 240%
D-11
----------
(1) Fitch rating.
(2) Municipal debt obligations rated by Fitch which do not mature, but have a
demand feature at par exercisable in 30 days and which do not have a long-term
rating.
(3) If a security is not rated by Fitch but is rated by two other Rating
Agencies, then the lower of the ratings on the security from the two other
Rating Agencies will be used to determine the Fitch Discount Factor (e.g., where
the S&P rating is A- and the Moody's rating is Baa1, a Fitch rating of BBB+ will
be used). If a security is not rated by Fitch but is rated by only one other
Rating Agency, then the rating on the security from the other Rating Agency will
be used to determine the Fitch Discount Factor (e.g., where the only rating on a
security is an S&P rating of AAA, a Fitch rating of AAA will be used, and where
the only rating on a security is a Moody's rating of Ba3, a Fitch rating of BB-
will be used). If a security is not rated by any Rating Agency, the Trust will
use the percentage set forth under "Unrated" in this table.
(8) FOREIGN BONDS: The Fitch Discount Factor (A) for
(1) a Foreign Bond the principal of which (if not denominated in U.S.
dollars) is subject to a currency hedging transaction or (2) a Foreign
Bond the principal of which is denominated in U.S. dollars, will be the
Fitch Discount Factor that would otherwise apply to such Foreign Bonds
in accordance with paragraph (i) of this definition of "Fitch Discount
Factor," or (B) for (1) a Foreign Bond the principal of which (if not
denominated in U.S. dollars) is not subject to a currency hedging
transaction or (2) a bond issued by a corporation, limited liability
company or limited partnership domiciled in, or the government or any
agency, instrumentality or political subdivision of, a nation other
than an Approved Foreign Nation, will be 370%.
(9) STRUCTURED NOTES: The Fitch Discount Factor
applied to Structured Notes will be (A) in the case of a corporate
issuer, the Fitch Discount Factor determined in accordance with
paragraph (i) under this definition, whereby the rating on the issuer
of the Structured Note will be the rating on the Structured Note for
purposes of determining the Fitch Discount Factor in the table in
paragraph (i); and (B) in the case of an issuer that is the U.S.
government or an agency or instrumentality thereof, the Fitch Discount
Factor determined in accordance with paragraph (v) under this
definition.
(10) CONVERTIBLE SECURITIES: The Fitch Discount
Factor applied to convertible securities is (A) 200% for investment
grade convertibles and (B) 222% for below investment grade convertibles
so long as such convertible securities have neither (x) conversion
premiums greater than 100% nor (y) a yield to maturity or yield to
worst of greater than 15.00% above the relevant Treasury curve.
The Fitch Discount Factor applied to convertible securities
which have conversion premiums of greater than 100% is (A) 152% for
investment grade convertibles, and (B) 179% for below investment grade
convertibles so long as such convertible securities do not have a yield
to maturity or yield to worst of greater than 15.00% above the relevant
Treasury curve.
The Fitch Discount Factor applied to convertible securities
which have a yield to maturity or yield to worst of greater than 15.00%
above the relevant Treasury curve is 370%.
D-12
(11) PREFERRED SECURITIES: The percentage determined
by reference to the rating of a preferred security in accordance with
the table set forth below.
FITCH RATING CATEGORY
NOT RATED OR
PREFERRED SECURITY(1) AAA AA A BBB BB BELOW BB
--------------------- --- -- - --- -- ------------
Taxable Preferred 130.58% 133.19% 135.91% 138.73% 153.23% 161.08%
Dividend Received
Deduction (DRD) Preferred 163.40% 163.40% 163.40% 163.40% 201.21% 201.21%
----------
(1) If a security is not rated by Fitch but is rated by two other
Rating Agencies, then the lower of the ratings on the security from the
two other Rating Agencies will be used to determine the Fitch Discount
Factor (e.g., where the S&P rating is A- and the Moody's rating is
Baa1, a Fitch rating of BBB+ will be used). If a security is not rated
by Fitch but is rated by only one other Rating Agency, then the rating
on the security from the other Rating Agency will be used to determine
the Fitch Discount Factor (e.g., where the only rating on a security is
an S&P rating of AAA, a Fitch rating of AAA will be used, and where the
only rating on a security is a Moody's rating of Ba3, a Fitch rating of
BB- will be used). If a security is not rated by any Rating Agency, the
Trust will use the percentage set forth under "Not Rated or Below BB"
in this table.
(ss) "Fitch Eligible Asset" shall mean
(1) cash (including interest and dividends due on assets
rated (A) BBB or higher by Fitch or the equivalent by another Rating
Agency if the payment date is within five Business Days of the
Valuation Date, (B) A or higher by Fitch or the equivalent by another
Rating Agency if the payment date is within thirty days of the
Valuation Date, and (C) A+ or higher by Fitch or the equivalent by
another Rating Agency if the payment date is otherwise within the
Exposure Period) and receivables for Fitch Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and
if the trades which generated such receivables are (A) with
counterparties having a long-term debt rating of at least BBB- from
Fitch or the equivalent from another Rating Agency or (B) with
counterparties having a Short Term Money Market Instrument rating of at
least F1+ by Fitch or the equivalent by another Rating Agency;
(2) Short Term Money Market Instruments so long as (A)
such securities are rated at least F1+ by Fitch or the equivalent
by another Rating Agency, (B) in the case of demand deposits, time
deposits and overnight funds, the supporting entity is rated at least A
by Fitch or the equivalent by another Rating Agency, or (C) in all
other cases, the supporting entity (1) is rated at least A by Fitch or
the equivalent by another Rating Agency and the security matures within
three months or (2) is rated at least AA by Fitch or the equivalent by
another Rating Agency and the security matures within six months;
(3) U.S. Government Securities and U.S. Treasury Strips;
D-13
(4) debt securities if (A) such securities have been
registered under the Securities Act or are restricted as to resale
under federal securities laws but are eligible for resale pursuant to
Rule 144A under the Securities Act as determined by the Trust's
investment manager or portfolio manager; and (B) such securities are
issued by (1) a U.S. corporation, limited liability company, limited
partnership, or equivalent form of organization, (2) a corporation,
limited liability company, limited partnership, or equivalent form of
organization domiciled in Argentina, Australia, Brazil, Chile, France,
Germany, Italy, Japan, Korea, Mexico, Spain, the United Kingdom, or any
country represented in the JP Morgan Emerging Markets Bond Index Plus
(the "Approved Foreign Nations"), (3) the government of any Approved
Foreign Nation or any of its agencies, instrumentalities or political
subdivisions, including Brady Bonds (the debt securities described in
clauses (2) and (3) being referred to collectively as "Foreign Bonds"),
(4) a corporation, limited liability company, limited partnership, or
equivalent form of organization domiciled in Canada or (5) the Canadian
government or any of its agencies, instrumentalities or political
subdivisions (the debt securities of Canadian issuers being referred to
collectively as "Canadian Bonds"). Foreign Bonds held by the Trust will
qualify as Fitch Eligible Assets only up to a maximum of 20% of the
aggregate Market Value of all assets constituting Fitch Eligible
Assets. Similarly, Canadian Bonds held by the Trust will qualify as
Fitch Eligible Assets only up to a maximum of 20% of the aggregate
Market Value of all assets constituting Fitch Eligible Assets.
Notwithstanding the limitations in the two preceding sentences, Foreign
Bonds and Canadian Bonds held by the Trust will qualify as Fitch
Eligible Assets only up to a maximum of 30% of the aggregate Market
Value of all assets constituting Fitch Eligible Assets. In addition,
bonds which are issued in connection with a reorganization under U.S.
federal bankruptcy law ("Reorganization Bonds") will be considered debt
securities constituting Fitch Eligible Assets if (a) they provide for
periodic payment of interest in cash in U.S. dollars or euros; (b) they
do not provide for conversion or exchange into equity capital at any
time over their lives; (c) they have been registered under the
Securities Act or are restricted as to resale under federal securities
laws but are eligible for trading under Rule 144A promulgated pursuant
to the Securities Act as determined by the Trust's investment manager
or portfolio manager; (d) they were issued by a U.S. corporation,
limited liability company, limited partnership, or equivalent form of
organization; and (e) at the time of purchase at least one year had
elapsed since the issuer's reorganization. Reorganization Bonds may
also be considered debt securities constituting Fitch Eligible Assets
if they have been approved by Fitch, which approval shall not be
unreasonably withheld. All debt securities satisfying the foregoing
requirements and restrictions of this paragraph (4) are herein referred
to as "Corporate Debt Securities";
(5) preferred stocks if (A) dividends on such
preferred stock are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or euros
and do not provide for conversion or exchange into, or have warrants
attached entitling the holder to receive, equity capital at any time
over the respective lives of such securities, (C) the issuer of such a
preferred stock has common stock listed on either the New York Stock
Exchange or the American Stock Exchange,
D-14
(D) the issuer of such a preferred stock has a senior debt rating or
preferred stock rating from Fitch of BBB- or higher or the equivalent
rating by another Rating Agency. In addition, the preferred stocks'
issue must be at least $50 million;
(6) asset-backed and mortgage-backed securities;
(7) Rule 144A Securities;
(8) Bank Loans;
(9) municipal debt obligations that (A) pay interest
in cash and (B) are part of an issue of municipal debt obligations of
at least $5 million, except for municipal debt obligations rated below
A by Fitch or, in the absence of a Fitch rating, the equivalent rating
by another Rating Agency, in which case the minimum issue size is $10
million;
(10) Tradable Credit Baskets (E.G., Traded Custody
Receipts or TRACERs and Targeted Return Index Securities Trust or
TRAINS);
(11) convertible debt and convertible preferred stocks;
and
(12) any other security or instrument approved by
Fitch.
Financial contracts, as such term is defined in Section
3(c)(2)(B)(ii) of the 1940 Act, not otherwise provided for in this
definition may be included in Fitch Eligible Assets, but, with respect to
any financial contract, only upon receipt by the Trust of a writing from
Fitch specifying any conditions on including such financial contract in
Fitch Eligible Assets and assuring the Trust that including such financial
contract in the manner so specified would not affect the credit rating
assigned by Fitch to the Preferred Shares.
Where the Trust sells an asset and agrees to repurchase such
asset in the future, the Discounted Value of such asset will constitute a
Fitch Eligible Asset and the amount the Trust is required to pay upon
repurchase of such asset will count as a liability for the purposes of the
Preferred Shares Basic Maintenance Amount. Where the Trust purchases an
asset and agrees to sell it to a third party in the future, cash
receivable by the Trust thereby will constitute a Fitch Eligible Asset if
the long-term debt of such other party is rated at least A- by Fitch or
the equivalent by another Rating Agency and such agreement has a term of
30 days or less; otherwise the Discounted Value of such purchased asset
will constitute a Fitch Eligible Asset.
Notwithstanding the foregoing, an asset will not be considered a
Fitch Eligible Asset to the extent that it has been irrevocably deposited
for the payment of (i)(A) through (i)(E) under the definition of Preferred
Shares Basic Maintenance Amount or to the extent it is subject to any
Liens, except for (A) Liens which are being contested in good faith by
appropriate proceedings and which Fitch has indicated to the Trust will
not affect the status of such asset as a Fitch Eligible Asset, (B) Liens
for taxes that are not then due and payable or that can be paid thereafter
without penalty, (C) Liens to secure payment for services
D-15
rendered or cash advanced to the Trust by its investment manager or
portfolio manager, the Trust's custodian, transfer agent or registrar or
the Auction Agent and (D) Liens arising by virtue of any repurchase
agreement.
Portfolio holdings as described above will be included in Fitch
Eligible Assets to the extent they are within the following
diversification and issue size requirements:
SECURITY RATED AT MAXIMUM SINGLE MAXIMUM SINGLE MINIMUM ISSUE SIZE
LEAST ISSUER(1) INDUSTRY(1),(2) ($ IN MILLIONS)(3)
AAA 100% 100% $ 100
AA- 20% 75% 100
A- 10% 50% 100
BBB- 6% 25% 100
BB- 4% 16% 50
B- 3% 12% 50
CCC or Below 2% 8% 50
(1) Percentages represent a portion of the aggregate market value of
Corporate Debt Securities.
(2) Industries are determined according to Fitch Industry
Classifications, as defined herein.
(3) Preferred stock has a minimum issue size of $50 million.
(tt) "Fitch Hedging Transaction" shall have the meaning specified
in paragraph 10(b) of Part I of this Section 12.1.
(uu) "Fitch Industry Classification" means, for the purposes of
determining Fitch Eligible Assets, each of the following industry
classifications:
1. Aerospace & Defense
2. Automobiles
3. Banking, Finance & Real Estate
4. Broadcasting & Media
5. Building & Materials
6. Cable
7. Chemicals
8. Computers & Electronics
9. Consumer Products
10. Energy
11. Environmental Services
12. Farming & Agriculture
13. Food, Beverage & Tobacco
14. Gaming, Lodging & Restaurants
15. Healthcare & Pharmaceuticals
16. Industrial/Manufacturing
17. Insurance
18. Leisure & Entertainment
19. Metals & Mining
D-16
20. Miscellaneous
21. Paper & Forest Products
22. Retail
23. Sovereign
24. Supermarkets & Drugstores
25. Telecommunications
26. Textiles & Furniture
27. Transportation
28. Utilities
The Trust shall use its discretion in determining which industry
classification is applicable to a particular investment.
(vv) "Fitch Loan Category" means the following four categories
(and, for purposes of this categorization, the Market Value of a Fitch
Eligible Asset trading at par is equal to $1.00):
(1) "Fitch Loan Category A" means Performing Bank
Loans which have a Market Value or an Approved Price greater than or
equal to $0.90.
(2) "Fitch Loan Category B" means: (A) Performing
Bank Loans which have a Market Value or an Approved Price of greater
than or equal to $0.80 but less than $0.90; and (B) non-Performing Bank
Loans which have a Market Value or an Approved Price greater than or
equal to $0.85.
(3) "Fitch Loan Category C" means: (A) Performing
Bank Loans which have a Market Value or an Approved Price of greater
than or equal to $0.70 but less than $0.80; (B) non-Performing Bank
Loans which have a Market Value or an Approved Price of greater than or
equal to $0.75 but less than $0.85; and (C) Performing Bank Loans
without an Approved Price rated BB- or higher by Fitch. If a security
is not rated by Fitch but is rated by two other Rating Agencies, then
the lower of the ratings on the security from the two other Rating
Agencies will be used to determine the Fitch Discount Factor (E.G.,
where the S&P rating is A- and the Moody's rating is Baa1, a Fitch
rating of BBB+ will be used). If a security is not rated by Fitch but
is rated by only one other Rating Agency, then the rating on the
security from the other Rating Agency will be used to determine the
Fitch Discount Factor (E.G., where the only rating on a security is an
S&P rating of AAA, a Fitch rating of AAA will be used, and where the
only rating on a security is a Moody's rating of Ba3, a Fitch rating of
BB- will be used).
(4) "Fitch Loan Category D" means Bank Loans not
described in any of the foregoing categories.
Notwithstanding any other provision contained above, for purposes
of determining whether a Fitch Eligible Asset falls within a specific
Fitch Loan Category, to the extent that any Fitch Eligible Asset would
fall within more than one of the Fitch Loan Categories, such
D-17
Fitch Eligible Asset shall be deemed to fall into the Fitch Loan Category
with the lowest applicable Fitch Discount Factor.
(ww) "Foreign Bonds" shall have the meaning set forth in
paragraph (4) of the definition of "Fitch Eligible Assets."
(xx) "Forward Commitments" shall have the meaning specified in
paragraph 10(a)(ix) of Part I of this Section 12.1.
(yy) "GNMA" shall have the meaning set forth in paragraph (8) of
the definition of "Moody's Eligible Assets" below.
(zz) "Holder," with respect to shares of a series of Preferred
Shares, shall mean the registered holder of such shares as the same
appears on the record books of the Trust.
(aaa) "Hold Order" and "Hold Orders" shall have the respective
meanings specified in paragraph 1(a) of Part II of this Section 12.1.
(bbb) "Independent Accountant" shall mean a nationally recognized
accountant, or firm of accountants, retained by the Trust that is with
respect to the Trust an independent public accountant or firm of
independent public accountants under the Securities Act.
(ccc) "Initial Dividend Payment Date" means, with respect to a
series of Preferred Shares, the date on which dividends are payable on
such series of Preferred Shares with respect to the Initial Rate Period
thereof, as determined by the Trustees of the Trust or pursuant to their
delegated authority.
(ddd) "Initial Dividend Rate" means, with respect to a series of
Preferred Shares, the rate per annum applicable to the Initial Rate Period
for such series of Preferred Shares, as determined by the Trustees or
pursuant to their delegated authority.
(eee) "Initial Rate Period," with respect to a series of
Preferred Shares, shall be the period from and including the Date of
Original Issue thereof to but excluding the Initial Dividend Payment Date
thereof.
(fff) "Late Charge" shall have the meaning specified in paragraph
2(e)(i)(B) of Part I of this Section 12.1.
(ggg) "Lead Broker-Dealer" shall mean a Broker-Dealer designated
as the "lead" Broker-Dealer by the Trust from time to time in its
discretion. Initially, the Lead Broker-Dealer shall be Merrill Lynch,
Pierce, Fenner & Smith Incorporated.
(hhh) "LIBOR Dealers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and such other dealer or dealers as the Trust may from time
to time appoint, or, in lieu of any thereof, their respective affiliates
or successors.
D-18
(iii) "LIBOR Determination Date" shall have the meaning set forth
in the definition of "LIBOR Rate."
(jjj) "LIBOR Rate" on any Auction Date, means (i) the rate for
deposits in U.S. dollars for the designated Rate Period (as described
below), which appears on display page 3750 of Moneyline's Telerate Service
("Telerate Page 3750") (or such other page as may replace the page on that
service, or such other service as may be selected by the LIBOR Dealer or
its successors that are LIBOR Dealers) as of 11:00 a.m., London time, on
the day that is the London Business Day preceding the Auction Date (the
"LIBOR Determination Date"), or (ii) if such rate does not appear on
Telerate Page 3750 or such other page as may replace such Telerate Page
3750, (A) the LIBOR Dealer shall determine the arithmetic mean of the
offered quotations of the Reference Banks to leading banks in the London
interbank market for deposits in U.S. dollars for the designated Rate
Period (as described below) in an amount determined by such LIBOR Dealer
by reference to requests for quotations as of approximately 11:00 a.m.
(London time) on such date made by such LIBOR Dealer to the Reference
Banks, (B) if at least two of the Reference Banks provide such quotations,
LIBOR Rate shall equal such arithmetic mean of such quotations, and (C) if
only one or none of the Reference Banks provides such quotations, LIBOR
Rate shall be deemed to be the arithmetic mean of the offered quotations
that leading banks in The City of New York selected by the LIBOR Dealer
(after obtaining the Trust's approval) are quoting on the relevant LIBOR
Determination Date for deposits in U.S. dollars for the designated Rate
Period (as described below) in an amount determined by the LIBOR Dealer
(after obtaining the Trust's approval) that is representative of a single
transaction in such market at such time by reference to the principal
London offices of leading banks in the London interbank market; provided,
however, that if one of the LIBOR Dealers does not quote a rate required
to determine the LIBOR Rate, the LIBOR Rate will be determined on the
basis of the quotation or quotations furnished by any Substitute LIBOR
Dealer or Substitute LIBOR Dealers selected by the Trust to provide such
rate or rates not being supplied by the LIBOR Dealer; provided, further,
that if the LIBOR and Substitute LIBOR Dealers are required but unable to
determine a rate in accordance with at least one of the procedures
provided above, LIBOR Rate shall be LIBOR Rate as determined on the
previous Auction Date. If the number of Rate Period days shall be (i) 7 or
more but fewer than 21 days, such rate shall be the seven-day LIBOR rate;
(ii) 21 or more but fewer than 49 days, such rate shall be the one-month
LIBOR rate; (iii) 49 or more but fewer than 77 days, such rate shall be
the two-month LIBOR rate; (iv) 77 or more but fewer than 112 days, such
rate shall be the three-month LIBOR rate; (v) 112 or more but fewer than
140 days, such rate shall be the four-month LIBOR rate; (vi) 140 or more
but fewer than 168 days, such rate shall be the five-month LIBOR rate;
(vii) 168 or more but fewer than 189 days, such rate shall be the
six-month LIBOR rate; (viii) 189 or more but fewer than 217 days, such
rate shall be the seven-month LIBOR rate; (ix) 217 or more but fewer than
252 days, such rate shall be the eight-month LIBOR rate; (x) 252 or more
but fewer than 287 days, such rate shall be the nine-month LIBOR rate;
(xi) 287 or more but fewer than 315 days, such rate shall be the ten-month
LIBOR rate; (xii) 315 or more but fewer than 343 days, such rate shall be
the eleven-month LIBOR rate; and (xiii) 343 or more but fewer than 365
days, such rate shall be the twelve-month LIBOR rate.
D-19
(kkk) "Lien" shall mean any material lien, mortgage, pledge,
security interest or security agreement of any kind, but shall not include
assets segregated on the Trust's books for regulatory or other reasons.
(lll) "Liquidation Preference," with respect to a given number of
Preferred Shares, means $25,000 times that number.
(mmm) "London Business Day" means any day on which commercial
banks are generally open for business in London.
(nnn) "Market Value" of any asset of the Trust shall be the
market value thereof determined by any pricing service designated by the
Trust and approved by Moody's and Fitch, if Moody's and Fitch are then
rating the Preferred Shares, and from any Substitute Rating Agency then
rating the Preferred Shares (the "Pricing Service"). Market Value of any
asset shall include any interest accrued thereon. The Pricing Service
shall value portfolio property at the lower of the quoted bid price and
the mean between the quoted bid and ask price or the yield equivalent when
quotations are readily available. Securities and other property for which
quotations are not readily available shall be valued at fair value as
determined by the Pricing Service, using methods which include
consideration of: yields or prices of securities of comparable quality,
type of issue, coupon, maturity and rating; indications as to value from
dealers; and general market conditions. The Pricing Service may employ
electronic data processing techniques and/or a matrix system to determine
valuations. If the Pricing Service fails to provide the Market Value of
any securities, such securities shall be valued at the lower of two bid
quotations (at least one of which shall be in writing) obtained by the
Trust from two dealers who are members of the National Association of
Securities Dealers, Inc. and are making a market in such securities. If
two bid quotations are not readily available for any securities, such
securities shall be valued at fair value on a consistent basis using
methods determined in good faith by the Trustees. Futures contracts and
options are valued at closing prices for such instruments established by
the exchange or board of trade on which they are traded or, if market
quotations are not readily available, are valued at fair value as
determined by the Pricing Service or, if the Pricing Service is not able
to value such instruments, shall be valued at fair value on a consistent
basis using methods determined in good faith by the Trustees. All other
assets will be valued at fair value on a consistent basis using methods
determined in good faith by the Trustees.
(ooo) "Maximum Rate" means, on any date on which the Applicable
Rate is determined, the greater of the Applicable Percentage of the
Reference Rate on such date or the Applicable Spread plus the Reference
Rate on such date.
(ppp) "Minimum Rate Period" shall mean any Rate Period consisting
of 7 Rate Period Days for Series M, Series W, and Series F, and 28 Rate
Period Days for Series T and Series TH.
D-20
(qqq) "Moody's" shall mean Moody's Investors Service, Inc., a
Delaware corporation, and its successors.
(rrr) "Moody's Discount Factor" shall mean, for purposes of
determining the Discounted Value of any Moody's Eligible Asset, the
percentage determined as follows. The Moody's Discount Factor for any
Moody's Eligible Asset other than the securities set forth below will be
the percentage provided in writing by Moody's.
(1) CORPORATE DEBT SECURITIES: The percentage
determined by reference to the rating on such asset with reference to
the remaining term to maturity of such asset, in accordance with the
table set forth below.
TERM TO MATURITY OF MOODY'S RATING CATEGORY
CORPORATE DEBT SECURITY(2) Aaa Aa A Baa Ba B UNRATED(1)
-------------------------- --- -- - --- -- - ----------
1 year or less 109% 112% 115% 118% 137% 150% 250%
2 years or less (but longer than 1
year) 115 118 122 125 146 160 250
3 years or less (but longer than 2
years) 120 123 127 131 153 168 250
4 years or less (but longer than 3
years) 126 129 133 138 161 176 250
5 years or less (but longer than 4
years) 132 135 139 144 168 185 250
7 years or less (but longer than 5
years) 139 143 147 152 179 197 250
10 years or less (but longer than 7
years) 145 150 155 160 189 208 250
15 years or less (but longer than 10
years) 150 155 160 165 196 216 250
20 years or less (but longer than 15
years) 150 155 160 165 196 228 250
30 years or less (but longer than 20
years) 150 155 160 165 196 229 250
Greater than 30
years 165 173 181 189 205 240 250
----------
(1) Unless conclusions regarding liquidity risk as well as estimates
of both the probability and severity of default for the Trust's assets
can be derived from other sources, securities rated below B by Moody's
and unrated securities, which are securities rated by neither Moody's,
S&P nor Fitch, are limited to 10% of Moody's Eligible Assets. If a
corporate debt security is unrated by Moody's, S&P or Fitch, the Trust
will use the percentage set forth under "Unrated" in this table.
Ratings assigned by S&P or Fitch are generally accepted by Moody's at
face value. However, adjustments to face value may be made to
particular categories of credits for which the S&P and/or Fitch rating
does not seem to approximate a Moody's rating equivalent. Split rated
securities assigned by S&P and Fitch will be accepted at the lower of
the two ratings.
(2) The Moody's Discount Factors for corporate debt securities shall
also be applied to any interest rate swap or cap, in which case the
rating of the counterparty shall determine the appropriate rating
category.
The Moody's Discount Factors presented in the
immediately preceding table will also apply to Moody's rated credit
baskets (e.g., TRACERs), whereby the ratings in the table will be
applied to the underlying securities and the Market Value of each
underlying security will be its proportionate amount of the Market
Value of the TRACER.
(2) PREFERRED STOCK(1): The Moody's Discount Factor
for taxable preferred stock shall be:
D-21
Aaa 150%
Aa 155%
A 160%
Baa 165%
Ba 196%
B 216%
LESS THAN B or Not Rated 250%
(1) Rule 144A Securities' Moody's Discount Factor will be increased
by an additional 20%.
Because of the size of the DRD market, DRDs will be
assigned a different Moody's Discount Factor to reflect their
liquidity. Investment grade DRDs will be assigned a 165% Moody's
Discount Factor and non-investment grade DRDs will be assigned a 216%
Moody's Discount Factor.
(3) CONVERTIBLE SECURITIES (INCLUDING CONVERTIBLE
PREFERREDS): The Moody's Discount Factor applied to convertible
securities will be (A) 195% for investment grade equity convertibles,
(B) 229% for below investment grade equity convertibles, (C) 192% for
investment grade total return convertibles, (D) 226% for below
investment grade total return convertibles, (E) 250% for unrated
convertible bonds, and (F) for yield alternative convertibles, equal to
the Moody's Discount Factor for corporate debt securities determined in
accordance with subsection (1) above. For purposes of this subsection
(3), "equity convertibles" shall mean convertible securities with a
delta equal to or greater than 0.8 and no greater than 1.0, "total
return convertibles" shall mean convertible securities with a delta
equal to or greater than 0.4 and less than 0.8, and "yield alternative
convertibles" shall mean convertible securities with a delta less than
0.4.
(4) SHORT-TERM INSTRUMENTS: The Moody's Discount
Factor applied to short-term portfolio securities, including without
limitation corporate debt securities, Short Term Money Market
Instruments and municipal debt obligations, will be (A) 100%, if such
securities are rated by Moody's, so long as such portfolio securities
mature or have a demand feature at par exercisable within the Exposure
Period; (B) 115%, if such securities are rated by Moody's, so long as
such portfolio securities mature or have a demand feature at par not
exercisable within the Exposure Period; and (C) 125%, if such
securities are not rated by Moody's, so long as such portfolio
securities are rated at least A-1+/AA or SP-1+/AA by S&P or an
equivalent rating by Fitch and mature or have a demand feature at par
exercisable within the Exposure Period. A Moody's Discount Factor of
100% will be applied to cash.
(5) U.S. GOVERNMENT SECURITIES AND U.S. TREASURY
STRIPS: The Moody's Discount Factor for U.S. Government securities and
U.S. Treasury strips shall be:
D-22
U.S. GOVERNMENT
SECURITIES U.S. TREASURY STRIPS
REMAINING TERM TO MATURITY DISCOUNT FACTOR DISCOUNT FACTOR
-------------------------- --------------- ---------------
1 year or less 107% 107%
2 years or less (but longer than 1 year) 113% 115%
3 years or less (but longer than 2 years) 118% 121%
4 years or less (but longer than 3 years) 123% 128%
5 years or less (but longer than 4 years) 128% 135%
7 years or less (but longer than 5 years) 135% 147%
10 years or less (but longer than 7 years) 141% 163%
15 years or less (but longer than 10 years) 146% 191%
20 years or less (but longer than 15 years) 154% 218%
30 years or less (but longer than 20 years) 154% 244%
(6) RULE 144A SECURITIES: The Moody's Discount
Factor applied to Rule 144A Securities for Rule 144A Securities whose
terms include rights to registration under the Securities Act within
one year and Rule 144A Securities which do not have registration
rights within one year will be 120% and 130%, respectively, of the
Moody's Discount Factor which would apply were the securities
registered under the Securities Act, except in the case of preferred
stock.
(7) BANK LOANS: The Moody's Discount Factor applied
to senior Bank Loans ("Senior Loans") and other Bank Loans shall be the
percentage specified in accordance with the table set forth below (or
such lower percentage as Moody's may approve in writing from time to
time):
MOODY'S RATING CATEGORY
-----------------------
Baa AND CAA AND BELOW (INCLUDING
TYPE OF LOAN Aaa-A Ba(1) B(1) DISTRESSED AND UNRATED) (1)
------------ ----- ----- ---- ---------------------------
Senior Loans greater
than $250 MM 118% 136% 149% 250%
non-Senior Loans greater
than $250 MM 128% 146% 159% 250%
loans less than $250MM 138% 156% 169% 270%
(1) If a Senior Loan is not rated by any of Moody's, S&P or Fitch
Ratings, the Trust will use the applicable percentage set forth under
the column entitled "Caa and below (including distressed and unrated)"
in the table above. Ratings assigned by S&P and/or Fitch are generally
accepted by Moody's at face value. However, adjustments to face value
may be made to particular categories of securities for which the
ratings by S&P and/or Fitch do not seem to approximate a Moody's rating
equivalent. Split-rated securities assigned by S&P and Fitch (i.e.
these rating agencies assign different rating categories to the
security) will be accepted at the lower of the two ratings, provided
however, that, in a situation where a security is rated "B" (or
equivalent) by a given rating agency and rated "CCC" (or equivalent) by
another rating agency, the Trust will use the applicable percentage set
forth under the column entitled "B" in the table above.
D-23
(8) ASSET-BACKED SECURITIES: The Moody's Discount
Factor applied to asset-backed securities shall be 131%.
(9) MORTGAGE-BACKED SECURITIES: The Moody's Discount
Factor applied to collateralized mortgage obligations, planned
amortization class bonds and targeted amortization class bonds shall be
determined by reference to the weighted average life of the security in
accordance with the table set forth below.
REMAINING TERM TO MATURITY DISCOUNT FACTORS
-------------------------- ----------------
3 years or less 133%
7 years or less (but longer than 3 years) 142%
10 years or less (but longer than 7 years) 158%
20 years or less (but longer than 10 years) 174%
Greater than 20 years 205%
The Moody's Discount Factor applied to residential
mortgage pass-throughs (including private-placement mortgage
pass-throughs) shall be determined by reference to the coupon paid by
such security in accordance with the table set forth below.
COUPON DISCOUNT FACTORS
------ ----------------
5% 166%
6% 162%
7% 158%
8% 154%
9% 151%
10% 148%
11% 144%
12% 142%
13% 139%
Adjustable 165%
The Moody's Discount Factor applied to fixed-rate
pass-throughs that are not rated by Moody's and are serviced by a
servicer approved by Moody's shall be determined by reference to the
table in the following paragraph.
The Moody's Discount Factor applied to whole loans
shall be determined by reference to the coupon paid by such security in
accordance with the table set forth below.
D-24
COUPON DISCOUNT FACTORS
------ ----------------
5% 172%
6% 167%
7% 163%
8% 159%
9% 155%
10% 151%
11% 148%
12% 145%
13% 142%
Adjustable 170%
(10) MUNICIPAL DEBT OBLIGATIONS: The Moody's Discount
Factor applied to municipal debt obligations shall be the percentage
determined by reference to the rating on such asset and the shortest
exposure period set forth opposite such rating that is the same length
as or is longer than the Exposure Period, in accordance with the table
set forth below:
EXPOSURE PERIOD Aaa Aa A Baa MIG-1(1) MIG-1(2) UNRATED(3)
--------------- --- -- - --- -------- -------- ----------
7 weeks 151% 159% 160% 173% 135% 148% 225%
8 weeks or less but
greater than seven weeks 154 161 168 176 137 149 231
9 weeks or less but
greater than eight weeks 158 163 170 177 138 150 240
(1) Municipal debt obligations not rated by Moody's but rated
equivalent to MIG-1, VMIG-1 or P-1 by S&P and Fitch that have a
maturity less than or equal to 49 days.
(2) Municipal debt obligations not rated by Moody's but rated
equivalent to MIG-1, VMIG-1 or P-1 by S&P and Fitch that have a
maturity greater than 49 days.
(3) Unless conclusions regarding liquidity risk as well as estimates of
both the probability and severity of default for the municipal issuer's
assets can be derived from other sources, securities rated below Baa by
Moody's and unrated securities, which are securities rated by neither
Moody's, S&P nor Fitch, are limited to 10% of Moody's Eligible Assets.
If a municipal debt security is unrated by Moody's, S&P or Fitch, the
Trust will use the percentage set forth under "Unrated" in the
Municipal Debt Table. Ratings assigned by S&P or Fitch are generally
accepted by Moody's at face value. However, adjustments to face value
may be made to particular categories of credits for which the S&P
and/or Fitch rating does not seem to approximate a Moody's rating
equivalent. Split rated securities assigned by S&P and Fitch will be
accepted at the lower of the two ratings.
(11) STRUCTURED NOTES: The Moody's Discount Factor
applied to Structured Notes will be (A) in the case of a corporate
issuer, the Moody's Discount Factor determined in accordance with
paragraph (1) under this definition, whereby the rating on the issuer
of the Structured Note will be the rating on the Structured Note for
purposes of determining the Moody's Discount Factor in the table in
paragraph (1); and (B) in the case of an issuer that is the U.S.
government or an agency or instrumentality thereof, the Moody's
Discount Factor determined in accordance with paragraph (5) under this
definition.
D-25
(12) CONVERSION FACTORS: The Moody's Discount Factor
applied to securities denominated in foreign currencies shall be
determined by multiplying the currency discount factor (the "Currency
Discount Factor") of the relevant currency listed below by the Moody's
Discount Factor of the eligible asset determined in accordance with
paragraphs (1)-(11) under this definition to determine the ultimate
Moody's Discount Factor for such security.
CURRENCY
FOREIGN CURRENCY (1) DISCOUNT FACTOR
-------------------- ---------------
CAD 107%
EUR 111%
GAB 115%
JPY 116%
AUD 113%
HKD 100%
NZD 114%
NOK 111%
SEK 113%
THB 119%
KRW 121%
(1) If the Trust invests in a security denominated in a currency other
than that found in the above table, the Trust will contact Moody's to
obtain the applicable Currency Discount Factor for such security.
(13) NON-U.S. SOVEREIGN DEBT: The Moody's Discount
Factor applied to non-U.S. sovereign debt obligations will be (A) in
the case of a non-U.S. sovereign debt obligation denominated in U.S.
dollars, 250%, and (B) in the case of a non-U.S. sovereign debt
obligation denominated in a foreign currency, 250% multiplied by the
Currency Discount Factor for such foreign currency.
(sss) "Moody's Eligible Assets" means
(1) cash (including interest and dividends due on
assets rated (A) Baa3 or higher by Moody's if the payment date is
within five Business Days of the Valuation Date, (B) A2 or higher if
the payment date is within thirty days of the Valuation Date, and (C)
A1 or higher if the payment date is otherwise within the Exposure
Period) and receivables for Moody's Eligible Assets sold if the
receivable is due within five Business Days of the Valuation Date, and
if the trades which generated such receivables are (A) settled through
clearing house firms with respect to which the Trust has received prior
written authorization from Moody's or (B) (1) with counterparties
having a Moody's long-term debt rating of at least Baa3 or (2) with
counterparties having a Moody's Short Term Money Market Instrument
rating of at least P-1;
D-26
(2) Short Term Money Market Instruments so long as
(A) such securities are rated at least P-1, (B) in the case of demand
deposits, time deposits and overnight funds, the supporting entity is
rated at least A2, or (C) in all other cases, the supporting entity (1)
is rated A2 and the security matures within one month, (2) is rated A1
and the security matures within three months or (3) is rated at least
Aa3 and the security matures within six months; provided, however, that
for purposes of this definition, such instruments need not meet any
otherwise applicable Moody's rating criteria;
(3) U.S. Government Securities and U.S. Treasury
Strips;
(4) Rule 144A Securities;
(5) Performing Senior Loans and other Bank Loans
approved by Moody's;
(6) Corporate debt securities if (A) such securities
are rated B3 or higher by Moody's; (B) such securities provide for the
periodic payment of interest in cash in U.S. dollars or euros, except
that such securities that do not pay interest in U.S. dollars or euros
shall be considered Moody's Eligible Assets if they are rated by
Moody's or S&P or Fitch; (C) for debt securities rated Ba1 and below,
no more than 10% of the original amount of such issue may constitute
Moody's Eligible Assets; (D) such securities have been registered under
the Securities Act or are restricted as to resale under federal
securities laws but are eligible for resale pursuant to Rule 144A under
the Securities Act as determined by the Trust's investment manager or
portfolio manager, except that such securities that are not subject to
U.S. federal securities laws shall be considered Moody's Eligible
Assets if they are publicly traded; and (E) such securities are not
subject to extended settlement.
Notwithstanding the foregoing limitations, (x)
corporate debt securities not rated at least B3 by Moody's or not rated
by Moody's shall be considered to be Moody's Eligible Assets only to
the extent the Market Value of such corporate debt securities does not
exceed 10% of the aggregate Market Value of all Moody's Eligible
Assets; provided, however, that if the Market Value of such corporate
debt securities exceeds 10% of the aggregate Market Value of all
Moody's Eligible Assets, a portion of such corporate debt securities
(selected by the Trust) shall not be considered Moody's Eligible
Assets, so that the Market Value of such corporate debt securities
(excluding such portion) does not exceed 10% of the aggregate Market
Value of all Moody's Eligible Assets; and (y) corporate debt securities
rated by neither Moody's nor S&P nor Fitch shall be considered to be
Moody's Eligible Assets only to the extent such securities are issued
by entities which (i) have not filed for bankruptcy within the past
three years, (ii) are current on all principal and interest in their
fixed income obligations, (iii) are current on all preferred stock
dividends, and (iv) possess a current, unqualified auditor's report
without qualified, explanatory language.
D-27
(7) Preferred stocks if (A) dividends on such
preferred stocks are cumulative, (B) such securities provide for the
periodic payment of dividends thereon in cash in U.S. dollars or euros
and do not provide for conversion or exchange into, or have warrants
attached entitling the holder to receive, equity capital at any time
over the respective lives of such securities, (C) the issuers of such
preferred stocks have common stock listed on either the New York Stock
Exchange or the American Stock Exchange, (D) the issuers of such
preferred stocks have a senior debt rating from Moody's of Baa1 or
higher or a preferred stock rating from Moody's of Baa3 or higher and
(E) such preferred stocks have paid consistent cash dividends in U.S.
dollars or euros over the last three years or have a minimum rating of
A1 (if the issuer of such a preferred stock has other preferred issues
outstanding that have been paying dividends consistently for the last
three years, then a preferred stock without such a dividend history
would also be eligible). In addition, the preferred stocks must have
the following diversification requirements: (X) the preferred stock
issue must be greater than $50 million and (Y) the minimum holding by
the Trust of each issue of preferred stock is $500,000 and the maximum
holding of preferred stock of each issue is $5 million. In addition,
preferred stocks issued by transportation companies will not be
considered Moody's Eligible Assets;
(8) Asset-backed and mortgage-backed securities:
(A) Asset-backed securities if (1) such securities are rated
at least Aa3 by Moody's or at least AA- by S&P or Fitch, (2) the
securities are part of an issue that is $250 million or greater,
or the issuer of such securities has a total of $500 million or
greater of asset-backed securities outstanding at the time of
purchase of the securities by the Trust and (3) the expected
average life of the securities is not greater than 4 years;
(B) Collateralized mortgage obligations ("CMOs"), including
CMOs with interest rates that float at a multiple of the change in
the underlying index according to a pre-set formula, provided that
any CMO held by the Trust (1) has been rated Aaa by Moody's or AAA
by S&P or Fitch, (2) does not have a coupon which floats
inversely, (3) is not portioned as an interest-only or
principal-only strip and (4) is part of an issuance that had an
original issue size of at least $100 million;
(C) Planned amortization class bonds ("PACs") and targeted
amortization class bonds ("TACs"), provided that such PACs or TACs
are (1) backed by certificates of either the Federal National
Mortgage Association ("FNMA"), the Government National Mortgage
Association ("GNMA") or the Federal Home Loan Mortgage Corporation
("FHLMC") representing ownership in single-family first lien
mortgage loans with original terms of 30 years, (2) part of an
issuance that had an original issue size of at least $10 million,
(3) part of PAC or TAC classes that have payment priority over
other PAC or TAC classes, (4) if TACs, TACs that do not support
PAC classes, and (5) if TACs, not considered reverse TACs (I.E.,
do not protect against extension risk);
D-28
(D) Consolidated senior debt obligations of Federal Home Loan
Banks ("FHLBs"), senior long-term debt of the FNMA, and
consolidated systemwide bonds and FCS Financial Assistance
Corporation Bonds of Federal Farm Credit Banks ("FFCBs")
(collectively, "FHLB, FNMA and FFCB Debentures"), provided that
such FHLB, FNMA and FFCB Debentures are (1) direct issuance
corporate debt rated Aaa by Moody's, (2) senior debt obligations
backed by the FHLBs, FFCBs or FNMA, (3) part of an issue entirely
denominated in U.S. dollars and (4) not callable or exchangeable
debt issues;
(E) Mortgage pass-throughs rated at least Aa by Moody's and
pass-throughs issued prior to 1987 (if rated AA by S&P or Fitch
and based on fixed-rate mortgage loans) by Travelers Mortgage
Services, Citicorp Homeowners, Citibank, N.A., Sears Mortgage
Security or RFC - Salomon Brothers Mortgage Securities, Inc.,
provided that (1) certificates must evidence a proportional,
undivided interest in specified pools of fixed or adjustable rate
mortgage loans, secured by a valid first lien, on one- to
four-family residential properties and (2) the securities are
publicly registered (not issued by FNMA, GNMA or FHLMC);
(F) Private-placement mortgage pass-throughs, provided that
(1) certificates represent a proportional undivided interest in
specified pools of fixed-rate mortgage loans, secured by a valid
first lien, on one- to four-family residential properties, (2)
documentation is held by a trustee or independent custodian, (3)
pools of mortgage loans are serviced by servicers that have been
approved by FNMA or FHLMC and funds shall be advanced to meet
deficiencies to the extent provided in the pooling and servicing
agreements creating such certificates, and (4) pools have been
rated Aa or better by Moody's;
(G) Whole loans (e.g., direct investments in mortgages),
provided that (1) at least 65% of such loans (a) have seasoning of
no less than 6 months, (b) are secured by single-family detached
residences, (c) are owner-occupied primary residences, (d) are
secured by a first-lien, fully documented mortgage, (e) neither
are currently delinquent (30 days or more) nor were delinquent
during the preceding year, (f) have loan-to-value ratios of 80% or
below, (g) carry normal hazard insurance and title insurance, as
well as special hazard insurance, if applicable, (h) have original
terms to maturity not greater than 30 years, with at least one
year remaining to maturity, (i) have a minimum of $10,000
remaining principal balance, (j) for loans underwritten after
January 1, 1978, FNMA and/or FHLMC forms are used for fixed-rate
loans, and (k) such loans are whole loans and not participations;
(2) for loans that do not satisfy the requirements set forth in
the foregoing clause (1), (a) non-owner occupied properties
represent no greater than 15% of the aggregate of either the
adjustable-rate pool or the fixed-rate pool, (b) multi-family
properties (those with five or more units) represent no greater
than 15% of the aggregate of either the adjustable-rate pool or
the fixed-rate pool, (c) condominiums represent no greater than
10% of the aggregate of either the adjustable-rate pool or the
fixed-rate pool, and any condominium project must be 80% occupied
at the time the loan is originated, (d) properties with
loan-to-
D-29
value ratios exceeding 80% represent no greater than 25% of the
aggregate of either the adjustable-rate pool or the fixed-rate
pool and the portion of the mortgage on any such property that
exceeds a loan-to-value ratio of 80% is insured with primary
mortgage insurance from an insurer rated at least Baa3 by Moody's
and (e) loan balances in excess of the current FHLMC limit plus
$75,000 represent no greater than 25% of the aggregate of either
the adjustable-rate pool or the fixed-rate pool, loan balances in
excess of $350,000 represent no greater than 10% of the aggregate
of either the adjustable-rate pool or the fixed-rate pool, and
loan balances in excess of $1,000,000 represent no greater than 5%
of the aggregate of either the adjustable-rate pool or the
fixed-rate pool; (3) no greater than 5% of the pool of loans is
concentrated in any one zip code; (4) the pool of loans contains
at least 100 loans or $2 million in loans per servicer; (5) for
adjustable-rate mortgages ("ARMs"), (a) any ARM is indexed to the
National Cost of Funds index, the 11th District Cost of Funds
index, the 1-year Treasury or the 6-month Treasury, (b) the margin
over the given index is between 0.15% and 0.25% for either
cost-of-funds index and between 0.175% and 0.325% for Treasuries,
(c) the maximum yearly interest rate increase is 2%, (d) the
maximum life-time interest rate increase is 6.25% and (e) ARMs may
include Federal Housing Administration and Department of Veterans
Affairs loans; and (6) for "teaser" loans, (a) the initial
discount from the current ARM market rate is no greater than 2%,
(b) the loan is underwritten at the market rate for ARMs, not the
"teaser" rate, and (c) the loan is seasoned six months beyond the
"teaser" period;
(9) Any municipal debt obligation that (A) pays
interest in cash, (B) does not have a Moody's rating, as applicable,
suspended by Moody's, and (C) is part of an issue of municipal debt
obligations of at least $5,000,000, except for municipal debt
obligations rated below A by Moody's or, in the absence of a Moody's
rating, the equivalent rating by another Rating Agency, in which case
the minimum issue size is $10,000,000;
(10) Structured Notes and Moody's rated credit
baskets (e.g., TRACERs and TRAINS);
(11) Financial contracts, as such term is defined in
Section 3(c)(2)(B)(ii) of the 1940 Act, not otherwise provided for in
this definition but only upon receipt by the Trust of a letter from
Moody's specifying any conditions on including such financial contract
in Moody's Eligible Assets and assuring the Trust that including such
financial contract in the manner so specified would not affect the
credit rating assigned by Moody's to the Preferred Shares;
(12) Non-U.S. sovereign debt; and
(13) Any other security or instrument approved by
Moody's.
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In addition, where applicable, portfolio holdings as described
above will be included in Moody's Eligible Assets only to the extent they
are within the following diversification and issue size requirements:
MAXIMUM SINGLE MAXIMUM SINGLE MINIMUM ISSUE SIZE
RATINGS(1) ISSUER (2),(3) INDUSTRY (3),(4) ($ IN MILLIONS) (5)
---------- -------------- ---------------- -------------------
Aaa 100% 100% $ 100
Aa 20% 60% 100
A 10% 40% 100
Baa 6% 20% 100
Ba 4% 12% 50(6)
B1-B2 3% 8% 50(6)
B3 or below 2% 5% 50(6)
----------
(1) Refers to the preferred stock and senior debt rating of the
portfolio holding.
(2) Companies subject to common ownership of 25% or more are
considered as one issuer.
(3) Percentages represent a portion of the aggregate Market Value of
corporate debt securities.
(4) Industries are determined according to Moody's Industry
Classifications, as defined herein.
(5) Except for preferred stock, which has a minimum issue size of $50
million.
(6) Portfolio holdings from issues ranging from $50 million to $100
million are limited to 20% of the Trust's total assets.
Where the Trust sells an asset and agrees to repurchase such
asset in the future, the Discounted Value of such asset will constitute a
Moody's Eligible Asset and the amount the Trust is required to pay upon
repurchase of such asset will count as a liability for the purposes of the
Preferred Shares Basic Maintenance Amount. Where the Trust purchases an
asset and agrees to sell it to a third party in the future, cash
receivable by the Trust thereby will constitute a Moody's Eligible Asset
if the long-term debt of such other party is rated at least A2 by Moody's
and such agreement has a term of 30 days or less; otherwise the Discounted
Value of such purchased asset will constitute a Moody's Eligible Asset.
For the purposes of calculation of Moody's Eligible Assets, portfolio
securities which have been called for redemption by the issuer thereof
shall be valued at the lower of Market Value and the call price of such
portfolio securities.
Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset to the extent that it has been irrevocably
deposited for the payment of (i)(A) through (i)(E) under the definition of
Preferred Shares Basic Maintenance Amount or to the extent it is subject
to any Liens, except for (A) Liens which are being contested in good faith
by appropriate proceedings and which Moody's has indicated to the Trust
will not affect the status of such asset as a Moody's Eligible Asset, (B)
Liens for taxes that are not then due and payable or that can be paid
thereafter without penalty, (C) Liens to secure payment for services
rendered or cash advanced to the Trust by its investment manager or
portfolio manager, the Trust's custodian, transfer agent or registrar or
the Auction Agent, (D) Liens arising by virtue of any repurchase agreement
and (E) Liens created by virtue of the Trust's investment activity.
(ttt) "Moody's Hedging Transaction" shall have the meaning
specified in paragraph 10(a) of Part I of this Section 12.1.
D-31
(uuu) "Moody's Industry Classification" means, for the purposes
of determining Moody's Eligible Assets, each of the following industry
classifications (or such other classifications as Moody's may from time to
time approve for application to the Preferred Shares):
1. Aerospace and Defense: Major Contractor, Subsystems, Research,
Aircraft Manufacturing, Arms, Ammunition
2. Automobile: Automobile Equipment, Auto-Manufacturing, Auto Parts
Manufacturing, Personal Use Trailers, Motor Homes, Dealers
3. Banking: Bank Holding, Savings and Loans, Consumer Credit, Small
Loan, Agency, Factoring, Receivables
4. Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and
Liquors, Distributors, Soft Drink Syrup, Bottlers, Bakery, Mill
Sugar, Canned Foods, Corn Refiners, Dairy Products, Meat
Products, Poultry Products, Snacks, Packaged Foods, Candy, Gum,
Seafood, Frozen Food, Cigarettes, Cigars, Leaf/Snuff, Vegetable
Oil
5. Buildings and Real Estate: Brick, Cement, Climate Controls,
Contracting, Engineering, Construction, Hardware, Forest Products
(building-related only), Plumbing, Roofing, Wallboard, Real
Estate, Real Estate Development, REITs, Land Development
6. Chemicals, Plastics and Rubber: Chemicals (non-agricultural),
Industrial Gases, Sulfur, Plastics, Plastic Products, Abrasives,
Coatings, Paints, Varnish, Fabricating
7. Containers, Packaging and Glass: Glass, Fiberglass, Containers
made of: Glass, Metal, Paper, Plastic, Wood or Fiberglass
8. Personal and Non-Durable Consumer Products (Manufacturing Only):
Soaps, Perfumes, Cosmetics, Toiletries, Cleaning Supplies, School
Supplies
9. Diversified/Conglomerate Manufacturing
10. Diversified/Conglomerate Service
11. Diversified Natural Resources, Precious Metals and Minerals:
Fabricating, Distribution
12. Ecological: Pollution Control, Waste Removal, Waste Treatment and
Waste Disposal
13. Electronics: Computer Hardware, Electric Equipment, Components,
Controllers, Motors, Household Appliances, Information Service
Communicating Systems, Radios, TVs, Tape Machines, Speakers,
Printers, Drivers, Technology
D-32
14. Finance: Investment Brokerage, Leasing, Syndication, Securities
15. Farming and Agriculture: Livestock, Grains, Produce, Agriculture
Chemicals, Agricultural Equipment, Fertilizers
16. Grocery: Grocery Stores, Convenience Food Stores
17. Healthcare, Education and Childcare: Ethical Drugs, Proprietary
Drugs, Research, Health Care Centers, Nursing Homes, HMOs,
Hospitals, Hospital Supplies, Medical Equipment
18. Home and Office Furnishings, Housewares, and Durable Consumer
Products: Carpets, Floor Coverings, Furniture, Cooking, Ranges
19. Hotels, Motels, Inns and Gaming
20. Insurance: Life, Property and Casualty, Broker, Agent, Surety
21. Leisure, Amusement, Motion Pictures, Entertainment: Boating,
Bowling, Billiards, Musical Instruments, Fishing, Photo
Equipment, Records, Tapes, Sports, Outdoor Equipment (Camping),
Tourism, Resorts, Games, Toy Manufacturing, Motion Picture
Production Theaters, Motion Picture Distribution
22. Machinery (Non-Agricultural, Non-Construction, Non-Electronic):
Industrial, Machine Tools, Steam Generators
23. Mining, Steel, Iron and Non-Precious Metals: Coal, Copper, Lead,
Uranium, Zinc, Aluminum, Stainless Steel, Integrated Steel, Ore
Production, Refractories, Steel Mill Machinery, Mini-Mills,
Fabricating, Distribution and Sales of the foregoing
24. Oil and Gas: Crude Producer, Retailer, Well Supply, Service and
Drilling
25. Printing, Publishing, and Broadcasting: Graphic Arts, Paper,
Paper Products, Business Forms, Magazines, Books, Periodicals,
Newspapers, Textbooks, Radio, T.V., Cable Broadcasting Equipment
26. Cargo Transport: Rail, Shipping, Railroads, Rail-car Builders,
Ship Builders, Containers, Container Builders, Parts, Overnight
Mail, Trucking, Truck Manufacturing, Trailer Manufacturing, Air
Cargo, Transport
27. Retail Stores: Apparel, Toy, Variety, Drugs, Department, Mail
Order Catalog, Showroom
D-33
28. Telecommunications: Local, Long Distance, Independent, Telephone,
Telegraph, Satellite, Equipment, Research, Cellular
29. Textiles and Leather: Producer, Synthetic Fiber, Apparel
Manufacturer, Leather Shoes
30. Personal Transportation: Air, Bus, Rail, Car Rental
31. Utilities: Electric, Water, Hydro Power, Gas
32. Diversified Sovereigns: Semi-sovereigns, Canadian Provinces,
Supra-national Agencies
The Trust will use its discretion in determining which industry
classification is applicable to a particular investment in consultation
with the Independent Accountant and Moody's, to the extent the Trust
considers necessary.
(vvv) "1940 Act" shall mean the Investment Company Act of 1940,
as amended from time to time.
(www) "1940 Act Cure Date," with respect to the failure by the
Trust to maintain the 1940 Act Preferred Shares Asset Coverage (as
required by paragraph 5 of Part I of this Section 12.1) as of the last
Business Day of each month, shall mean the last Business Day of the
following month.
(xxx) "1940 Act Preferred Shares Asset Coverage" shall mean asset
coverage, as defined in Section 18(h) of the 1940 Act, of at least 200%
with respect to all outstanding senior securities of the Trust which are
shares of beneficial interest, including all outstanding Preferred Shares
(or such other asset coverage as may in the future be specified in or
under the 1940 Act as the minimum asset coverage for senior securities
which are shares or stock of a closed-end investment company as a
condition of declaring dividends on its common shares or stock).
(yyy) "Notice of Redemption" shall mean any notice with respect
to the redemption of Preferred Shares pursuant to paragraph 8(c) of Part I
of this Section 12.1.
(zzz) "Notice of Special Rate Period" shall mean any notice with
respect to a Special Rate Period of Preferred Shares pursuant to paragraph
3(d)(i) of Part I of this Section 12.1.
(aaaa) "Order" and "Orders" shall have the respective meanings
specified in paragraph 1(a) of Part II of this Section 12.1.
(bbbb) "Outstanding" shall mean, as of any Auction Date with
respect to shares of a series of Preferred Shares, the number of shares of
such series theretofore issued by the Trust except, without duplication,
(i) any shares of such series theretofore cancelled or delivered to the
Auction Agent for cancellation or redeemed by the Trust as provided in
D-34
paragraph 8(f) of Part I of this Section 12.1, (ii) any shares of such
series as to which the Trust or any Affiliate thereof shall be an Existing
Holder and (iii) any shares of such series represented by any certificate
in lieu of which a new certificate has been executed and delivered by the
Trust.
(cccc) "PACs" shall have the meaning set forth in paragraph (8)
of the definition of "Moody's Eligible Assets" above.
(dddd) "Performing" shall mean, with respect to any asset that is
a Bank Loan or other debt, the issuer of such investment is not in default
of any payment obligations in respect thereof.
(eeee) "Person" shall mean and include an individual, a
partnership, a corporation, a trust, an unincorporated association, a
joint venture or other entity or a government or any agency or political
subdivision thereof.
(ffff) "Potential Beneficial Owner," with respect to shares of a
series of Preferred Shares, shall mean a customer of a Broker-Dealer that
is not a Beneficial Owner of shares of such series but that wishes to
purchase shares of such series, or that is a Beneficial Owner of shares of
such series that wishes to purchase additional shares of such series.
(gggg) "Potential Holder," with respect to shares of a series of
Preferred Shares, shall mean a Broker-Dealer (or any such other person as
may be permitted by the Trust) that is not an Existing Holder of shares of
such series or that is an Existing Holder of shares of such series that
wishes to become the Existing Holder of additional shares of such series.
(hhhh) "Preferred Shares" shall have the meaning set forth under
"DESIGNATION" above.
(iiii) "Preferred Shares Basic Maintenance Amount," as of any
Valuation Date, shall mean the dollar amount equal to the sum of: (i)(A)
the product of the number of Preferred Shares outstanding on such date
multiplied by $25,000 (plus the product of the number of shares of any
other series of preferred shares outstanding on such date multiplied by
the liquidation preference of such shares), plus any redemption premium
applicable to the Preferred Shares (or other preferred shares) then
subject to redemption; (B) the aggregate amount of dividends that will
have accumulated at the respective Applicable Rates (whether or not earned
or declared) to (but not including) the first respective Dividend Payment
Dates for the Preferred Shares outstanding that follow such Valuation Date
(plus the aggregate amount of dividends, whether or not earned or
declared, that will have accumulated in respect of other outstanding
preferred shares to, but not including, the first respective dividend
payment dates for such other shares that follow such Valuation Date); (C)
the aggregate amount of dividends that would accumulate on shares of each
series of Preferred Shares outstanding from such first respective Dividend
Payment Date therefor through the 49th day after such Valuation Date, at
the Maximum Rate (calculated as if such Valuation Date were the Auction
Date for the Dividend Period commencing on such Dividend
D-35
Payment Date) for a 7-day Dividend Period of shares of such series to
commence on such Dividend Payment Date, multiplied by the Volatility
Factor (except that for those days during the period described in this
clause (C) in respect of which the Applicable Rate in effect immediately
prior to such Dividend Payment Date will remain in effect pursuant to
clause (B) that are also included in the period described in clause (C),
the dividend for purposes of calculation would accumulate at the
Applicable Rate in effect for purposes of clause (B) in respect of those
days); (D) the amount of anticipated expenses of the Trust for the 90 days
subsequent to such Valuation Date; (E) the amount of any indebtedness or
obligations of the Trust senior in right of payment to the Preferred
Shares; and (F) any current liabilities as of such Valuation Date to the
extent not reflected in any of (i)(A) through (i)(E) (including, without
limitation, any payables for portfolio securities of the Trust purchased
as of such Valuation Date and any liabilities incurred for the purpose of
clearing securities transactions); less (ii) the value (I.E., for purposes
of current Fitch and Moody's guidelines, the face value of cash,
short-term securities rated, in the case of Fitch, F1 by Fitch or the
equivalent by another Rating Agency, or, in the case of Moody's, MIG-1,
VMIG-1 or P-1 by Moody's, and short-term securities that are the direct
obligation of the U.S. government, provided in each case that such
securities mature on or prior to the date upon which any of (i)(A) through
(i)(F) become payable, otherwise the Discounted Value) of any of the
Trust's assets irrevocably deposited by the Trust for the payment of any
of (i)(A) through (i)(F).
(jjjj) "Preferred Shares Basic Maintenance Cure Date," with
respect to the failure by the Trust to satisfy the Preferred Shares Basic
Maintenance Amount (as required by paragraph 6(a) of Part I of this
Section 12.1) as of a given Valuation Date, shall mean the seventh
Business Day following such Valuation Date.
(kkkk) "Preferred Shares Basic Maintenance Report" shall mean a
report signed by the President, Treasurer or any Senior Vice President or
Vice President of the Trust which sets forth, as of the related Valuation
Date, the assets of the Trust, the Market Value and the Discounted Value
thereof (seriatim and in aggregate), and the Preferred Shares Basic
Maintenance Amount.
(llll) "Pricing Service" shall have the meaning specified in the
definition of "Market Value" above.
(mmmm) "Quarterly Valuation Date" shall mean the last Friday of
the last month of each fiscal quarter of the Trust in each fiscal year of
the Trust, commencing on June 25, 2004, provided that if such day is not a
Business Day, then the immediately preceding Business Day.
(nnnn) "Rate Period," with respect to shares of a series of
Preferred Shares, shall mean each of the Initial Rate Period of shares of
such series and any Subsequent Rate Period, including any Special Rate
Period, of shares of such series.
D-36
(oooo) "Rate Period Days," for any Rate Period or Dividend
Period, means the number of days that would constitute such Rate Period or
Dividend Period but for the application of paragraph 2(d) of Part I of
this Section 12.1.
(pppp) "Rating Agency" means a nationally recognized statistical
rating organization.
(qqqq) "Redemption Price" shall mean the applicable redemption
price specified in paragraph 8(a) or paragraph 8(b), as the case may be,
of Part I of this Section 12.1.
(rrrr) "Reference Banks" means four major banks in the London
interbank market selected by Merrill Lynch, Pierce, Fenner & Smith
Incorporated or its affiliates or successors or such other party as the
Trust may from time to time appoint.
(ssss) "Reference Rate" means the applicable LIBOR Rate (for a
Rate Period of fewer than 365 days) or the applicable Treasury Index Rate
(for a Rate Period of 365 days or more).
(tttt) "Reorganization Bonds" shall have the meaning set forth
under paragraph (4) of the definition of "Fitch Eligible Assets."
(uuuu) "Rule 144A Securities" shall mean securities which are
restricted as to resale under federal securities laws but are eligible for
resale pursuant to Rule 144A under the Securities Act as determined by the
Trust's investment manager or portfolio manager.
(vvvv) "S&P" shall mean Standard & Poor's Rating Group and its
successors.
(wwww) "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time.
(xxxx) "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities depository
selected by the Trust which agrees to follow the procedures required to be
followed by such securities depository in connection with the Preferred
Shares.
(yyyy) "Sell Order" and "Sell Orders" shall have the respective
meanings specified in paragraph 1(a) of Part II of this Section 12.1.
(zzzz) "Senior Loans" shall have the meaning set forth in
paragraph (8) of the definitions of "Moody's Discount Factor."
(aaaaa) "Series F" shall mean the Series F Taxable Auction Market
Preferred Shares.
(bbbbb) "Series M" shall mean the Series M Taxable Auction Market
Preferred Shares.
D-37
(ccccc) "Series T" shall mean the Series T Taxable Auction Market
Preferred Shares.
(ddddd) "Series TH" shall mean the Series TH Taxable Auction
Market Preferred Shares.
(eeeee) "Series W" shall mean the Series W Taxable Auction Market
Preferred Shares.
(fffff) "Short Term Money Market Instruments" shall mean the
following types of instruments if, on the date of purchase or other
acquisition thereof by the Trust, the remaining term to maturity thereof
is not in excess of 180 days (or 270 days for instruments rated at least
Aaa for purposes of determining Moody's Eligible Assets):
(i) commercial paper rated either F1 by Fitch or A-1 by S&P if
such commercial paper matures in 30 days or P-1 by Moody's and either
F1+ by Fitch or A-1+ by S&P if such commercial paper matures in over 30
days;
(ii) demand or time deposits in, and banker's acceptances and
certificates of deposit of (A) a depository institution or trust
company incorporated under the laws of the United States of America or
any state thereof or the District of Columbia or (B) a United States
branch office or agency of a foreign depository institution (provided
that such branch office or agency is subject to banking regulation
under the laws of the United States, any state thereof or the District
of Columbia);
(iii) overnight funds;
(iv) U.S. Government Securities; and
(v) Eurodollar demand or time deposits in, or certificates of
deposit of, the head office or the London branch office of a depository
institution or trust company if the certificates of deposit, if any,
and the long-term unsecured debt obligations (other than such
obligations the ratings of which are based on the credit of a person or
entity other than such depository institution or trust company) of such
depository institution or trust company have (1) credit ratings on each
Valuation Date of at least P-1 from Moody's and either F1+ from Fitch
or A-1+ from S&P, in the case of Eurodollar demand or time deposits or
certificates of deposit, and (2) credit ratings on each Valuation Date
of at least Aa3 from Moody's and either AA- from Fitch or AA- from S&P,
in the case of long-term unsecured debt obligations; provided, however,
that in the case of any such investment that matures in no more than
one Business Day from the date of purchase or other acquisition by the
Trust, all of the foregoing requirements shall be applicable except
that the required long-term unsecured debt credit rating of such
depository institution or trust company from Moody's, Fitch and S&P
shall be at least A2, A and A, respectively; and provided further,
however, that the foregoing credit rating requirements shall be deemed
to be met with respect to a depository institution or trust company if
(1) such depository institution or trust company is the principal
depository institution in a holding company system, (2) the
certificates of deposit, if any, of such depository institution or
trust
D-38
company are not rated on any Valuation Date below P-1 by Moody's,
F1+ by Fitch or A-1+ by S&P and there is no long-term rating, and (3)
the holding company of such depository institution or trust company
shall meet all of the foregoing credit rating requirements (including
the preceding proviso in the case of investments that mature in no more
than one Business Day from the date of purchase or other acquisition by
the Trust); and provided further that the interest receivable by the
Trust shall not be subject to any withholding or similar taxes.
(ggggg) "Special Rate Period," with respect to shares of a series
of Preferred Shares, shall have the meaning specified in paragraph 3(a) of
Part I of this Section 12.1.
(hhhhh) "Special Redemption Provisions" shall have the meaning
specified in paragraph 8(a)(i) of Part I of this Section 12.1.
(iiiii) "Structured Notes" shall mean privately negotiated debt
obligations where the principal and/or interest is determined by reference
to the performance of a benchmark asset or market (an "embedded index"),
such as selected securities or an index of securities, or the differential
performance of two assets or markets, such as indices reflecting bonds.
(jjjjj) "Submission Deadline" shall mean 1:30 P.M., New York City
time, on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Auction Agent as
specified by the Auction Agent from time to time.
(kkkkk) "Submitted Bid" and "Submitted Bids" shall have the
respective meanings specified in paragraph 3(a) of Part II of this Section
12.1.
(lllll) "Submitted Hold Order" and "Submitted Hold Orders" shall
have the respective meanings specified in paragraph 3(a) of Part II of
this Section 12.1.
(mmmmm) "Submitted Order" and "Submitted Orders" shall have the
respective meanings specified in paragraph 3(a) of Part II of this Section
12.1.
(nnnnn) "Submitted Sell Order" and "Submitted Sell Orders" shall
have the respective meanings specified in paragraph 3(a) of Part II of
this Section 12.1.
(ooooo) "Subsequent Rate Period," with respect to shares of a
series of Preferred Shares, shall mean the period from and including the
first day following the Initial Rate Period of shares of such series to
but excluding the next Dividend Payment Date for shares of such series and
any period thereafter from and including one Dividend Payment Date for
shares of such series to but excluding the next succeeding Dividend
Payment Date for shares of such series; provided, however, that if any
Subsequent Rate Period is also a Special Rate Period, such term shall mean
the period commencing on the first day of such Special Rate Period and
ending on the last day of the last Dividend Period thereof.
(ppppp) "Substitute LIBOR Dealers" means LIBOR Dealers appointed
by the Trust from time to time to act as substitute LIBOR Dealers.
D-39
(qqqqq) "Substitute Rating Agency" means a Rating Agency selected
by the Trust to act as the substitute Rating Agency to determine the
credit ratings of the Preferred Shares.
(rrrrr) "Sufficient Clearing Bids" shall have the meaning
specified in paragraph 3(a) of Part II of this Section 12.1.
(sssss) "TACs" shall have the meaning set forth in paragraph (8)
of the definition of "Moody's Eligible Assets."
(ttttt) "Telerate Page 3750" shall have the meanings set forth in
the definition of "LIBOR Rate."
(uuuuu) "Total Managed Assets" shall have the meaning specified
in paragraph 10(c) of Part I of this Section 12.1.
(vvvvv) "Tradable Credit Baskets" shall mean Traded Custody
Receipts (TRACERs), which are traded custody receipts representing direct
ownership in a portfolio of underlying securities, and Targeted Return
Index Securities Trusts (TRAINS).
(wwwww) "Treasury Bill" shall mean a direct obligation of the
U.S. Government having a maturity at the time of issuance of 364 days or
less.
(xxxxx) "Treasury Bonds" shall mean United States Treasury Bonds
or Notes.
(yyyyy) "Treasury Futures" shall mean futures and related options
on Treasury Bills, Treasury Bonds and/or Treasury Notes.
(zzzzz) "Treasury Index Rate" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest rate
securities having the same number of 30-day periods to maturity as the
applicable Rate Period, determined, to the extent necessary, by linear
interpolation based upon the yield for such securities having the next
shorter and next longer number of 30-day periods to maturity, treating all
Rate Periods with a length greater than the longest maturity for such
securities as having a length equal to such longest maturity, in all cases
based upon data set forth in the most recent weekly statistical release
published by the Board of Governors of the Federal Reserve System
(currently in H.15 (519)); provided, however, if the most recent such
statistical release shall not have been published during the 15 days
preceding the date of computation, then the foregoing computations shall
be based upon the average of comparable data as quoted to the Trust by at
least three U.S. Government Securities Dealers.
(aaaaaa) "Treasury Note" shall mean a direct obligation of the
U.S. Government having a maturity at the time of issuance of five years or
less but more than 364 days.
(bbbbbb) "Trust" shall mean Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund 2.
D-40
(cccccc) "Trustees" shall mean the trustees of the Trust.
(dddddd) "U.S. Government Securities" shall mean direct
obligations of the United States or of its agencies or instrumentalities
that are entitled to the full faith and credit of the United States and
that, other than Treasury Bills, provide for the periodic payment of
interest and the full payment of principal at maturity or call for
redemption, and which for the avoidance of doubt shall include U.S.
Treasury Inflation Protected Securities.
(eeeeee) "U.S. Government Securities Dealer" shall mean Lehman
Government Securities Incorporated, Goldman, Sachs & Co., Salomon Brothers
Inc., Morgan Guaranty Trust Company of New York and any other recognized
dealer in U.S. Government Securities selected by the Trust as to which
Moody's (if Moody's is then rating the Preferred Shares) or Fitch (if
Fitch is then rating the Preferred Shares) shall not have objected, and in
each case their respective affiliates or successors, if such entity is a
recognized dealer in U.S. Government Securities.
(ffffff) "U.S. Treasury Securities" shall mean direct obligations
of the United States Treasury that are entitled to the full faith and
credit of the United States.
(gggggg) "U.S. Treasury Strips" shall mean securities based on
U.S. Treasury Securities created through the Separate Trading of
Registered Interest and Principal of Securities program of the U.S.
Treasury.
(hhhhhh) "Valuation Date" shall mean, for purposes of determining
whether the Trust is maintaining the Preferred Shares Basic Maintenance
Amount, the last Business Day of each week.
(iiiiii) "Volatility Factor" shall mean 1.6.
(jjjjjj) "Voting Period" shall have the meaning specified in
paragraph 4(b)(i) of Part I of this Section 12.1.
(kkkkkk) "Winning Bid Rate" shall have the meaning specified in
paragraph 3(a) of Part II of this Section 12.1.
D-41
PART I.
1. NUMBER OF AUTHORIZED SHARES.
The number of authorized shares constituting Series M shall be 3,280
shares, the number of authorized shares constituting Series T shall be 3,280
shares, the number of authorized shares constituting Series W shall be 3,280
shares, the number of authorized shares constituting Series TH shall be 3,280
shares, and the number of authorized shares constituting Series F shall be 3,280
shares.
2. DIVIDENDS.
(a) RANKING. The shares of a series of the Preferred Shares shall
rank on a parity with each other, with shares of any other series of the
Preferred Shares and with shares of any other series of preferred shares as
to the payment of dividends by the Trust and the distribution of assets
upon liquidation of the Trust.
(b) CUMULATIVE CASH DIVIDENDS. The Holders of shares of any series of
Preferred Shares shall be entitled to receive, when, as and if declared by
the Trustees, out of funds legally available therefor in accordance with
the Declaration of Trust and applicable law, cumulative cash dividends at
the Applicable Rate for shares of such series, determined as set forth in
paragraph 2(e) of this Part I, and no more, payable on the Dividend Payment
Dates with respect to shares of such series determined pursuant to
paragraph 2(d) of this Part I. Holders of Preferred Shares shall not be
entitled to any dividend, whether payable in cash, property or shares, in
excess of full cumulative dividends, as herein provided, on Preferred
Shares. No interest, or sum of money in lieu of interest, shall be payable
in respect of any dividend payment or payments on Preferred Shares which
may be in arrears, and, except to the extent set forth in paragraph 2(e)(i)
of this Part I, no additional sum of money shall be payable in respect of
any such arrearage.
(c) DIVIDENDS CUMULATIVE FROM DATE OF ORIGINAL ISSUE. Dividends on
shares of any series of Preferred Shares shall accumulate at the Applicable
Rate for shares of such series from the Date of Original Issue thereof.
(d) DIVIDEND PAYMENT DATES AND ADJUSTMENT THEREOF. Dividends shall be
payable on shares of each of Series M Preferred Shares, Series W Preferred
Shares, and Series F Preferred Shares for the Initial Rate Period of such
series on the Initial Dividend Payment Date of such series, and on each 7th
day thereafter, and on shares of each of Series T Preferred Shares and
Series TH Preferred Shares for the Initial Rate Period of such series on
the Initial Dividend Payment Date of such series, and on each 28th day
thereafter (each date being a "Dividend Payment Date"); provided, however,
that:
(i) if the day on which dividends would otherwise be payable
on shares of such series is not a Business Day, then such dividends
shall be payable on such shares on the first Business Day that falls
after such day;
D-42
(ii) notwithstanding this paragraph 2(d), the Trust in its
discretion may establish the Dividend Payment Dates in respect of any
Special Rate Period of shares of a series of Preferred Shares
consisting of more than 7 Rate Period Days for Series M, Series W or
Series F, or other than 28 Rate Period Days for Series T or Series TH;
provided, however, that such dates shall be set forth in the Notice of
Special Rate Period relating to such Special Rate Period, as delivered
to the Auction Agent, which Notice of Special Rate Period shall be
filed with the Secretary of the Trust; and further provided that (1)
any such Dividend Payment Date shall be a Business Day when determined
(and if not a Business Day at the time of payment, the provisions of
clause (i) above will apply) and (2) the last Dividend Payment Date in
respect of such Special Rate Period shall be the Business Day
immediately following the last day thereof;
(iii) notwithstanding any provisions to the contrary in this
paragraph 2(d), if the Trust establishes a Special Rate Period in
respect of Series T Preferred Shares or Series TH Preferred Shares,
the Trust may provide that following such Special Rate Period
dividends shall be payable on shares of such series on every 28th day
following the last Dividend Payment Date in respect of such Special
Rate Period, each such date being a "Dividend Payment Date," in each
case until such time as the Trust shall establish another Special Rate
Period in respect of such series of Preferred Shares; and
(iv) notwithstanding the above, if for any reason a Dividend
Period for a series of Preferred Shares is scheduled to begin on the
same day and end on the same day as a Dividend Period for another
series of Preferred Shares, then the last day of such Dividend Period
for the series of Preferred Shares designated by the Trust shall be
the second Business Day next succeeding such scheduled day unless the
Trust obtains the opinion of tax counsel referred to in this
paragraph. Subject to the limitation in the next sentence, if for any
reason a Dividend Payment Date cannot be fixed as described above,
then the Trustees shall otherwise fix the Dividend Payment Date. In no
event, however, may the Dividend Period of any series of Preferred
Shares be co-extensive with any Dividend Period of any other series of
Preferred Shares unless the Trust has received an opinion of tax
counsel that having such co-extensive periods will not affect the
deductibility, for federal income tax purposes, of dividends paid on
the different series of Preferred Shares.
(e) DIVIDEND RATES AND CALCULATION OF DIVIDENDS.
(i) DIVIDEND RATES. The dividend rate on Preferred Shares of
any series during the period from and after the Date of Original Issue
of shares of such series to and including the last day of the Initial
Rate Period of shares of such series shall be equal to the Initial
Dividend Rate for such series. For each Subsequent Rate Period of
shares of such series thereafter, the dividend rate on shares of such
series shall be equal to the rate per annum that results from an
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Auction for shares of such series on the Auction Date next preceding
such Subsequent Rate Period; provided, however, that if:
(A) an Auction for any such Subsequent Rate Period is not
held for any reason other than as described below in paragraphs
2(e)(i)(B)-(D) or as provided for in paragraph 5 of Part II of
this Section 12.1, the dividend rate on shares of such series for
such Subsequent Rate Period will be the Maximum Rate for shares
of such series on the Auction Date therefor;
(B) any Failure to Deposit shall have occurred with respect
to shares of such series during any Rate Period thereof (other
than any Special Rate Period consisting of more than 364 Rate
Period Days or any Rate Period succeeding any Special Rate Period
consisting of more than 364 Rate Period Days during which a
Failure to Deposit occurred that has not been cured), but, prior
to 12:00 Noon, New York City time, on the third Business Day next
succeeding the date on which such Failure to Deposit occurred,
such Failure to Deposit shall have been cured in accordance with
paragraph 2(f) of this Part I and the Trust shall have paid to
the Auction Agent a late charge ("Late Charge") equal to the sum
of (1) if such Failure to Deposit consisted of the failure timely
to pay to the Auction Agent the full amount of dividends with
respect to any Dividend Period of the shares of such series, an
amount computed by multiplying (x) 300% of the Reference Rate for
the Rate Period during which such Failure to Deposit occurs on
the Dividend Payment Date for such Dividend Period (as though
such Dividend Payment Date were an Auction Date for purposes of
calculating the Reference Rate) by (y) a fraction, the numerator
of which shall be the number of days for which such Failure to
Deposit has not been cured in accordance with paragraph 2(f) of
this Part I (including the day such Failure to Deposit occurs and
excluding the day such Failure to Deposit is cured) and the
denominator of which shall be 360, and multiplying the rate
obtained by the aggregate Liquidation Preference of the
outstanding shares of such series and (2) if such Failure to
Deposit consisted of the failure timely to pay to the Auction
Agent the Redemption Price of the shares, if any, of such series
for which Notice of Redemption has been mailed by the Trust
pursuant to paragraph 8(c) of this Part I of this Section 12.1,
an amount computed by multiplying (x) 300% of the Reference Rate
for the Rate Period during which such Failure to Deposit occurs
on the redemption date (as though such redemption date were an
Auction Date for purposes of calculating the Reference Rate) by
(y) a fraction, the numerator of which shall be the number of
days for which such Failure to Deposit is not cured in accordance
with paragraph 2(f) of this Part I (including the day such
Failure to Deposit occurs and excluding the day such Failure to
Deposit is cured) and the denominator of which shall be 360, and
multiplying the rate obtained by the aggregate
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Liquidation Preference of the outstanding shares of such series
to be redeemed, no Auction will be held in respect of shares of
such series for the first Subsequent Rate Period thereof
thereafter and the dividend rate for shares of such series for
such Subsequent Rate Period will be the Maximum Rate for shares
of such series on the Auction Date for such Subsequent Rate
Period;
(C) any Failure to Deposit shall have occurred with respect
to shares of such series during any Rate Period thereof (other
than any Special Rate Period consisting of more than 364 Rate
Period Days or any Rate Period succeeding any Special Rate Period
consisting of more than 364 Rate Period Days during which a
Failure to Deposit occurred that has not been cured), and, prior
to 12:00 Noon, New York City time, on the third Business Day next
succeeding the date on which such Failure to Deposit occurred,
such Failure to Deposit shall not have been cured in accordance
with paragraph 2(f) of this Part I or the Trust shall not have
paid the applicable Late Charge to the Auction Agent, no Auction
will be held in respect of shares of such series for the first
Subsequent Rate Period thereof thereafter (or for any Rate Period
thereof thereafter to and including the Rate Period during which
(1) such Failure to Deposit is cured in accordance with paragraph
2(f) of this Part I and (2) the Trust pays the applicable Late
Charge to the Auction Agent (the condition set forth in this
clause (2) to apply only in the event Moody's or Fitch is rating
such shares at the time the Trust cures such Failure to Deposit),
in each case no later than 12:00 Noon, New York City time, on the
fourth Business Day prior to the end of such Rate Period), and
the dividend rate for shares of such series for each such
Subsequent Rate Period shall be a rate per annum equal to the
Maximum Rate for shares of such series on the Auction Date for
such Subsequent Rate Period (but with the credit rating for
shares of such series, for purposes of determining such Maximum
Rate, being deemed to be below Baa3 (if Moody's is rating the
Preferred Shares) and below BBB- (if Fitch is rating the
Preferred Shares); or
(D) any Failure to Deposit shall have occurred with respect
to shares of such series during a Special Rate Period thereof
consisting of more than 364 Rate Period Days, or during any Rate
Period thereof succeeding any Special Rate Period consisting of
more than 364 Rate Period Days during which a Failure to Deposit
occurred that has not been cured, and, prior to 12:00 Noon, New
York City time, on the fourth Business Day preceding the Auction
Date for the Rate Period subsequent to such Rate Period, such
Failure to Deposit shall not have been cured in accordance with
paragraph 2(f) of this Part I or, in the event Moody's or Fitch
is then rating such shares, the Trust shall not have paid the
applicable Late Charge to the Auction Agent (such Late Charge,
for purposes of this subparagraph (D), to be calculated by using,
as the
D-45
Reference Rate, the Reference Rate applicable to a Rate Period
(x) consisting of more than 364 Rate Period Days and (y)
commencing on the date on which the Rate Period during which such
Failure to Deposit occurs commenced), no Auction will be held in
respect of shares of such series for such Subsequent Rate Period
(or for any Rate Period thereof thereafter to and including the
Rate Period during which (1) such Failure to Deposit is cured in
accordance with paragraph 2(f) of this Part I and (2) the Trust
pays the applicable Late Charge to the Auction Agent (the
condition set forth in this clause (2) to apply only in the event
Moody's or Fitch is rating such shares at the time the Trust
cures such Failure to Deposit), in each case no later than 12:00
Noon, New York City time, on the fourth Business Day prior to the
end of such Rate Period), and the dividend rate for shares of
such series for each such Subsequent Rate Period shall be a rate
per annum equal to the Maximum Rate for shares of such series on
the Auction Date for such Subsequent Rate Period (but with the
credit rating for shares of such series, for purposes of
determining such Maximum Rate, being deemed to be below Baa3 (if
Moody's is rating the Preferred Shares) and below BBB- (if Fitch
is rating the Preferred Shares)) (the rate per annum at which
dividends are payable on shares of a series of Preferred Shares
for any Rate Period thereof in accordance with this Section 12.1
being herein referred to as the "Applicable Rate" for shares of
such series).
(ii) CALCULATION OF DIVIDENDS. The amount of dividends per
share payable on shares of a series of Preferred Shares on any date on
which dividends shall be payable on shares of such series shall be
computed by multiplying the Applicable Rate for shares of such series
in effect for such Dividend Period or Dividend Periods or part thereof
for which dividends have not been paid by a fraction, the numerator of
which shall be the number of days in such Dividend Period or Dividend
Periods or part thereof and the denominator of which shall be 360; and
multiplying the rate obtained by $25,000.
(f) CURING A FAILURE TO DEPOSIT. A Failure to Deposit with respect to
shares of a series of Preferred Shares shall have been cured with respect
to any Rate Period of shares of such series if, within the respective time
periods described in paragraph 2(e)(i) above, the Trust shall have paid to
the Auction Agent (A) all accumulated and unpaid dividends on shares of
such series and (B) without duplication, the Redemption Price for shares,
if any, of such series for which Notice of Redemption has been mailed by
the Trust pursuant to paragraph 8(c) of this Part I of this Section 12.1;
provided, however, that the foregoing clause (B) shall not apply to the
Trust's failure to pay the Redemption Price in respect of Preferred Shares
when the related Notice of Redemption provides that redemption of such
shares is subject to one or more conditions precedent and any such
condition precedent shall not have been satisfied at the time or times and
in the manner specified in such Notice of Redemption.
D-46
(g) DIVIDEND PAYMENTS BY TRUST TO AUCTION AGENT. The Trust shall pay
to the Auction Agent, not later than 12:00 Noon, New York City time, on
each Dividend Payment Date for shares of a series of Preferred Shares, an
aggregate amount of funds available on such Dividend Payment Date in The
City of New York, New York, equal to the dividends to be paid to all
Holders of shares of such series on such Dividend Payment Date.
(h) AUCTION AGENT AS PAYING AGENT OF DIVIDEND PAYMENTS BY TRUST. All
moneys paid to the Auction Agent for the payment of dividends (or for the
payment of any Late Charge) or the Redemption Price shall be held in trust
for the payment of such dividends (and any such Late Charge) or Redemption
Price by the Auction Agent for the benefit of the Holders specified in
paragraph 2(i) of this Part I of this Section 12.1. Any moneys paid to the
Auction Agent in accordance with the foregoing but not applied by the
Auction Agent to the payment of dividends (and any such Late Charge) will,
to the extent permitted by law, be repaid to the Trust at the end of 90
days upon request from the date on which such moneys were so to have been
applied.
(i) DIVIDENDS PAID TO HOLDERS. Each dividend on Preferred Shares
shall be paid on the Dividend Payment Date therefor to the Holders thereof
as their names appear on the record books of the Trust on the Business Day
next preceding such Dividend Payment Date.
(j) DIVIDENDS CREDITED AGAINST EARLIEST ACCUMULATED BUT UNPAID
DIVIDENDS. Any dividend payment made on Preferred Shares shall first be
credited against the earliest accumulated but unpaid dividends due with
respect to such shares. Dividends in arrears for any past Dividend Period
may be declared and paid on any date as may be fixed by the Trustees,
without reference to any regular Dividend Payment Date, to the Holders as
their names appear on the record books of the Trust on the record date
fixed by the Trustees, not exceeding 15 days preceding the payment date
thereof.
3. DESIGNATION OF SPECIAL RATE PERIODS.
(a) LENGTH OF AND PRECONDITIONS FOR SPECIAL RATE PERIOD. The Trust
may designate any succeeding Subsequent Rate Period of shares of a series
of Preferred Shares as a "Special Rate Period" consisting of a specified
number of Rate Period Days evenly divisible by 7 and not more than 1,820. A
designation of a Special Rate Period with respect to any series of
Preferred Shares shall be effective only if (A) notice thereof shall have
been given in accordance with paragraph 3(c) and paragraph 3(d)(i) of this
Part I, (B) an Auction for shares of such series shall have been held on
the Auction Date immediately preceding the first day of such proposed
Special Rate Period and Sufficient Clearing Bids for shares of such series
shall have existed in such Auction, (C) if any Notice of Redemption shall
have been mailed by the Trust pursuant to paragraph 8(c) of this Part I
with respect to any shares of such series, the Redemption Price with
respect to such shares shall have been deposited with the Auction Agent,
(D) if such redemption is subject to one or more conditions precedent, each
such condition shall have been satisfied
D-47
at the time or times and in the manner specified in such Notice of
Redemption, (E) full cumulative dividends and any amounts due with respect
to mandatory redemptions and optional redemptions shall have been paid in
full or deposited with the Auction Agent, and (F) the Trust shall have
obtained written confirmation from Moody's and Fitch, if Moody's and Fitch
are then rating the Preferred Shares, and from any Substitute Rating Agency
then rating the Preferred Shares that such proposed Special Rate Period
will not impair the rating then assigned by Moody's, Fitch or such
Substitute Rating Agency to the Preferred Shares.
(b) RESERVED.
(c) NOTICE OF PROPOSED SPECIAL RATE PERIOD. If the Trust proposes to
designate any succeeding Subsequent Rate Period of shares of a series of
Preferred Shares as a Special Rate Period pursuant to paragraph 3(a) of
this Part I, not less than 7 (or such lesser number of days as may be
agreed to from time to time by the Auction Agent) nor more than 30 days
prior to the date the Trust proposes to designate as the first day of such
Special Rate Period (which shall be such day that would otherwise be the
first day of a Minimum Rate Period), notice shall be provided, by
telephonic and written means, to the Auction Agent and each Broker-Dealer
by the Trust. Each such notice shall state (A) that the Trust may exercise
its option to designate a succeeding Subsequent Rate Period of shares of
such series as a Special Rate Period, specifying the first day thereof,
and (B) that the Trust will, by 11:00 A.M., New York City time, on the
second Business Day next preceding such date (or by such later time or
date, or both, as may be agreed to by the Auction Agent and each
Broker-Dealer) notify the Auction Agent and each Broker-Dealer of either
(x) its determination, subject to certain conditions, to exercise such
option, in which case the Trust shall specify the Special Rate Period
designated, or (y) its determination not to exercise such option.
(d) NOTICE OF SPECIAL RATE PERIOD. No later than 11:00 A.M., New York
City time, on the second Business Day next preceding the first day of any
proposed Special Rate Period of shares of a series of Preferred Shares as
to which notice has been given as set forth in paragraph 3(c) of this Part
I (or such later time or date, or both, as may be agreed to by the Auction
Agent and each Broker-Dealer), the Trust shall deliver to the Auction Agent
and each Broker-Dealer either:
(i) a notice ("Notice of Special Rate Period") stating (A)
that the Trust has determined to designate the next succeeding Rate
Period of shares of such series as a Special Rate Period, specifying
the same and the first day thereof, (B) the Auction Date immediately
prior to the first day of such Special Rate Period, (C) that such
Special Rate Period shall not commence if (1) an Auction for shares
of such series shall not be held on such Auction Date for any
D-48
reason or (2) an Auction for shares of such series shall be held on
such Auction Date but Sufficient Clearing Bids for shares of such
series shall not exist in such Auction, and (D) whether the shares of
a particular series of Preferred Shares will be subject to optional
redemption during such Special Rate Period and, if so, the redemption
premium, if any, required to be paid by the Trust in connection with
such optional redemption, such notice to be accompanied by a Preferred
Shares Basic Maintenance Report showing that, as of the third Business
Day next preceding such proposed Special Rate Period (which shall for
these purposes be treated as a Valuation Date), Moody's Eligible
Assets and Fitch Eligible Assets (if Moody's and Fitch are then rating
the series in question) each have an aggregate Discounted Value at
least equal to the Preferred Shares Basic Maintenance Amount as of
such Business Day; or
(ii) a notice stating that the Trust has determined not to
exercise its option to designate a Special Rate Period of shares of
such series and that the next succeeding Rate Period of shares of such
series shall be a Minimum Rate Period.
(e) FAILURE TO DELIVER NOTICE OF SPECIAL RATE PERIOD. If the Trust
fails to deliver either of the notices described in paragraphs 3(d)(i) and
3(d)(ii) of this Part I (and, in the case of the notice described in
paragraph 3(d)(i) of this Part I, a Preferred Shares Basic Maintenance
Report to the effect set forth in such paragraph (if either Moody's or
Fitch is then rating the series in question)) with respect to any
designation of any proposed Special Rate Period to the Auction Agent by
11:00 A.M., New York City time, on the second Business Day next preceding
the first day of such proposed Special Rate Period (or by such later time
or date, or both, as may be agreed to by the Auction Agent and each
Broker-Dealer), the Trust shall be deemed to have delivered a notice to the
Auction Agent with respect to such Special Rate Period to the effect set
forth in paragraph 3(d)(ii) of this Part I. In the event the Trust delivers
to the Auction Agent a notice described in paragraph 3(d)(i) of this Part
I, it shall file a copy of such notice with the Secretary of the Trust, and
the contents of such notice shall be binding on the Trust. In the event the
Trust delivers to the Auction Agent a notice described in paragraph
3(d)(ii) of this Part I, the Trust will provide Moody's (if Moody's is then
rating the series in question) and Fitch (if Fitch is then rating the
series in question) with a copy of such notice.
4. VOTING RIGHTS.
(a) ONE VOTE PER SHARE OF PREFERRED SHARES. Except as otherwise
provided herein or in the Declaration of Trust or as otherwise required by
law, (i) each Holder of Preferred Shares shall be entitled to one vote for
each share of Preferred Shares held by such Holder on each matter submitted
to a vote of shareholders of the Trust, and (ii) the holders of outstanding
preferred shares, including each share of the Preferred Shares, and of
Common Shares shall vote together as a single class; provided, however,
that, at any meeting of the shareholders of the Trust held for the election
of Trustees, the holders of outstanding preferred shares, including the
Preferred Shares, represented in person or by
D-49
proxy at said meeting shall be entitled, as a class, to the exclusion of
the holders of all other securities and classes of shares of beneficial
interest of the Trust, to elect a number of Trustees such that, immediately
following such meeting, two Trustees of the Trust shall have been elected
exclusively by holders of outstanding preferred shares, including the
Preferred Shares (whether at such meeting, at a prior meeting of the
shareholders, or at such meeting or a prior meeting of the shareholders
with respect to one such Trustee and at a separate prior meeting of the
shareholders with respect to the other such Trustee), each Preferred Share
entitling the holder thereof to one vote. Subject to paragraph 4(b) of this
Part I, the holders of outstanding Common Shares and preferred shares,
voting together as a single class, shall elect the balance of the Trustees.
(b) VOTING FOR ADDITIONAL TRUSTEES.
(i) VOTING PERIOD. Except as otherwise provided in the
Declaration of Trust or as otherwise required by law, during any
period in which any one or more of the conditions described in
subparagraphs (A) or (B) of this subparagraph (b)(i) shall exist (such
period being referred to herein as a "Voting Period"), the number of
trustees constituting the Trustees shall be automatically increased by
the smallest number that, when added to the two Trustees elected
exclusively by the holders of preferred shares, including the
Preferred Shares, would constitute a majority of the Trustees as so
increased by such smallest number, and the holders of preferred
shares, including the Preferred Shares, shall be entitled, voting as a
class on a one-vote-per-share basis (to the exclusion of the holders
of all other securities and classes of shares of beneficial interest
of the Trust), to elect such smallest number of additional Trustees,
together with the two Trustees that such holders are in any event
entitled to elect. A Voting Period shall commence:
(A) if at the close of business on any Dividend Payment
Date accumulated dividends (whether or not earned or declared) on
any outstanding preferred shares, including the Preferred Shares,
equal to at least two full years' dividends shall be due and
unpaid and sufficient cash or specified securities shall not have
been deposited with the Auction Agent for the payment of such
accumulated dividends; or
(B) if at any time holders of preferred shares, including
the Preferred Shares, are entitled under the 1940 Act to elect a
majority of the Trustees of the Trust.
A Voting Period shall terminate if and when neither of the conditions
described in subparagraphs (b)(i)(A) and (b)(i)(B) is in effect. Upon
the termination of a Voting Period, the voting rights described in
this subparagraph (b)(i) shall cease, subject always, however, to the
revesting of such voting rights in the holders of preferred shares,
including the Preferred Shares, upon the further occurrence of any of
the events described in this subparagraph (b)(i).
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(ii) NOTICE OF SPECIAL MEETING. As soon as practicable after
the accrual of any right of the holders of preferred shares, including
the Preferred Shares, to elect additional Trustees as described in
paragraph 4(b)(i) of this Part I, the Trust shall so notify the
Auction Agent and a special meeting of such holders shall be called by
mailing a notice of such special meeting to such holders, such meeting
to be held not less than 10 nor more than 20 days after the date of
mailing of such notice. If the Trust fails to send such notice to the
Auction Agent or if such special meeting is not called, it may be
called by any such holder on like notice. The record date for
determining the holders entitled to notice of and to vote at such
special meeting shall be the close of business on the fifth Business
Day preceding the day on which such notice is mailed. At any such
special meeting and at each meeting of holders of preferred shares,
including the Preferred Shares, held during a Voting Period at which
Trustees are to be elected, such holders, voting together as a class
(to the exclusion of the holders of all other securities and classes
of shares of beneficial interest of the Trust), shall be entitled to
elect the number of Trustees prescribed in paragraph 4(b)(i) of this
Part I on a one-vote-per-share basis.
(iii) TERMS OF OFFICE OF EXISTING TRUSTEES. The terms of office
of all persons who are Trustees of the Trust at the time of a special
meeting of Holders and holders of other preferred shares to elect
Trustees shall continue, notwithstanding the election at such meeting
by the Holders and such other holders of the number of Trustees that
they are entitled to elect, and the persons so elected by the Holders
and such other holders, together with the two incumbent Trustees
elected by the Holders and such other holders of preferred shares and
the remaining incumbent Trustees elected by the holders of the Common
Shares and preferred shares, shall constitute the duly elected
Trustees.
(iv) TERMS OF OFFICE OF CERTAIN TRUSTEES TO TERMINATE UPON
TERMINATION OF VOTING PERIOD. Simultaneously with the termination of a
Voting Period, the terms of office of the additional Trustees elected
by the Holders and holders of other Preferred Shares pursuant to
paragraph 4(b)(i) of this Part I shall automatically terminate, the
remaining Trustees shall constitute the Trustees of the Trust and the
voting rights of the Holders and such other holders to elect
additional Trustees pursuant to paragraph 4(b)(i) of this Part I shall
cease, subject to the provisions of the last sentence of paragraph
4(b)(i) of this Part I.
(c) HOLDERS OF PREFERRED SHARES TO VOTE ON CERTAIN OTHER MATTERS.
(i) INCREASE IN CAPITALIZATION; VOLUNTARY PETITION FOR
BANKRUPTCY. So long as any Preferred Shares are outstanding, the Trust
shall not, without the affirmative vote or consent of the Holders of
at least a "majority of the outstanding Preferred Shares" (unless a
higher percentage is provided for herein or in the Declaration of
Trust or by applicable law), in person or by proxy, either in writing
or at a meeting, voting as a separate class, authorize, create or
issue any
D-51
class or series of shares ranking prior to or on a parity with the
Preferred Shares with respect to the payment of dividends or the
distribution of assets upon dissolution, liquidation or winding up of
the affairs of the Trust, or authorize, create or issue additional
shares of any series of Preferred Shares (except that, notwithstanding
the foregoing, but subject to the provisions of paragraph 10(c)(ii) of
this Part I, the Trustees, without the vote or consent of the Holders
of Preferred Shares, may from time to time authorize and create, and
the Trust may from time to time issue, additional shares of any series
of Preferred Shares or classes or series of other preferred shares
ranking on a parity with Preferred Shares with respect to the payment
of dividends and the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Trust if the Trust
receives written confirmation from Moody's (if Moody's is then rating
the Preferred Shares) and Fitch (if Fitch is then rating the Preferred
Shares) that such authorization, creation or issuance would not impair
the rating then assigned by such Rating Agency to the Preferred
Shares). To the extent any shareholder vote is required under the
previous sentence of this paragraph 4(c)(i) of Part I, holders of
Common Shares will have no rights with respect to such vote unless
required by the Declaration of Trust or applicable law. So long as any
Preferred Shares are outstanding, the Trust shall not, without the
affirmative vote or consent of the Holders of at least a "majority of
the outstanding Preferred Shares" (unless a higher percentage is
provided for herein or in the Declaration of Trust or by applicable
law), in person or by proxy, either in writing or at a meeting, voting
as a separate class, file a voluntary application for relief under
Federal bankruptcy law or any similar application under state law for
so long as the Trust is solvent and does not foresee becoming
insolvent.
For purposes of paragraph 4 of this Part I, "majority of the
outstanding Preferred Shares" (or a series thereof) means (i) 67% or
more of such shares present at a meeting, if the Holders of more than
50% of such shares are present or represented by proxy, or (ii) more
than 50% of such shares, whichever is less.
To the extent not prohibited by these Bylaws, the Declaration of Trust
or applicable law, if any action with respect to which Holders of
Preferred Shares are granted voting rights under paragraph 4 of this
Part I (including without limitation paragraphs 4(c) and 4(d)) would
adversely affect the rights of one or more series (the "Affected
Series") of Preferred Shares in a manner different from any other
series of Preferred Shares, the Trust will not approve any such action
without the affirmative vote or consent of the Holders of at least a
"majority of outstanding shares" of each such Affected Series
outstanding at the time, in person or by proxy, either in writing or
at a meeting (each such Affected Series voting as a separate class).
(ii) 1940 ACT MATTERS. Unless a higher percentage is provided
for herein or in the Declaration of Trust or by applicable law, (A)
the affirmative vote of the Holders of at least a "majority of the
outstanding Preferred Shares," voting
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as a separate class, shall be required to approve any conversion of
the Trust from a closed-end to an open-end investment company and (B)
the affirmative vote of the Holders of a "majority of the outstanding
Preferred Shares," voting as a separate class, shall be required to
approve any plan of reorganization (as such term is used in the 1940
Act) adversely affecting such shares. The affirmative vote of the
Holders of at least a "majority of the outstanding Preferred Shares,"
voting as a separate class, shall be required to approve any action
not described in the first sentence of this paragraph 4(c)(ii)
requiring a vote of security holders of the Trust under section 13(a)
of the 1940 Act. In the event a vote of Holders of Preferred Shares is
required pursuant to the provisions of section 13(a) of the 1940 Act,
the Trust shall, not later than ten Business Days prior to the date on
which such vote is to be taken, notify Moody's (if Moody's is then
rating the Preferred Shares) and Fitch (if Fitch is then rating the
Preferred Shares) that such vote is to be taken and the nature of the
action with respect to which such vote is to be taken. The Trust
shall, not later than ten Business Days after the date on which such
vote is taken, notify Moody's (if Moody's is then rating the Preferred
Shares) and Fitch (if Fitch is then rating the Preferred Shares) of
the results of such vote.
(d) BOARD MAY TAKE CERTAIN ACTIONS WITHOUT SHAREHOLDER APPROVAL. The
Trustees, without the vote or consent of the shareholders of the Trust, may
from time to time amend, alter or repeal any provision of this Section 12.1
if such amendment, alteration or repeal would not adversely affect the
preferences, rights or powers of the Holders of Preferred Shares expressly
set forth in the Declaration of Trust or these Bylaws; provided, however,
that the Trustees receive written confirmation from Moody's (such
confirmation being required to be obtained only in the event Moody's is
then rating the Preferred Shares) or Fitch (such confirmation being
required to be obtained only in the event that Fitch is then rating the
Preferred Shares) that any such amendment, alteration or repeal would not
impair the ratings then assigned by Moody's (if Moody's is then rating the
Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares)
to Preferred Shares. To the extent any shareholder vote is required under
paragraph 4(d) of this Part I, (i) the affirmative vote of the Holders of
at least a "majority of outstanding Preferred Shares" shall be required
(unless a higher percentage is provided for herein or in the Declaration of
Trust or by applicable law) and (ii) holders of Common Shares will have no
rights unless required by the Declaration of Trust or applicable law.
For purposes of the foregoing and paragraph 4(c) above, no matter shall be
deemed adversely to affect any preference, right or power of a Holder of
Preferred Shares unless such matter (a) adversely alters or abolishes any
preferential right of the Preferred Shares; (b) creates, adversely alters or
abolishes any right in respect of redemption of such shares; or (c) creates or
adversely alters (other than to abolish) any restriction on transfer applicable
to such shares.
Notwithstanding the foregoing, the Trustees may, without the vote or
consent of the Holders of the Preferred Shares, from time to time amend, alter
or repeal any or all of the provisions of paragraph 10 of this Part I, as well
as any or all of the definitions of the terms listed
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below (and any terms defined within, or related to, such definitions), and any
such amendment, alteration or repeal will be deemed not to affect the
preferences, rights or powers of the Preferred Shares or the Holders thereof,
provided the Trustees receive written confirmation from Moody's (if Moody's is
then rating the Preferred Shares) and Fitch (if Fitch is then rating the
Preferred Shares) that any such amendment, alteration or repeal would not impair
the ratings then assigned to the Preferred Shares by Moody's (if Moody's is then
rating the Preferred Shares) or Fitch (if Fitch is then rating the Preferred
Shares):
Applicable Percentage Moody's Eligible Assets
Applicable Spread Moody's Hedging Transactions
Approved Foreign Nations Moody's Industry Classifications
Auditor's Confirmation Moody's Loan Category
Bank Loans 1940 Act Cure Date
Brady Bonds 1940 Act Preferred Shares Asset Coverage
Canadian Bonds PACs
Closing Transactions Performing
CMOs Preferred Shares Basic Maintenance Amount
Corporate Debt Securities Preferred Shares Basic Maintenance Cure Date
Deposit Securities Preferred Shares Basic Maintenance Report
Discounted Value Pricing Service
Exposure Period Reorganization Bonds
FFCB Senior Loans
FHLB Short Term Money Market Instruments
FHLB, FNMA and FFCB Debentures Structured Notes
FHLMC TACs
Fitch Discount Factor TRACERs
Fitch Eligible Assets Tradable Credit Baskets
Fitch Hedging Transactions Treasury Bill
Fitch Industry Classifications Treasury Bonds
Fitch Loan Category Treasury Futures
FNMA Treasury Note
Foreign Bonds U.S. Government Securities
Forward Commitments U.S. Treasury Securities
GNMA U.S. Treasury Strips
Independent Accountant Valuation Date
Market Value Volatility Factor
Maximum Rate
Moody's Discount Factor
(e) VOTING RIGHTS SET FORTH HEREIN ARE SOLE VOTING RIGHTS. Unless
otherwise required by law, the Holders of Preferred Shares shall not have
any relative rights or preferences or other special rights other than those
specifically set forth herein.
(f) NO PREEMPTIVE RIGHTS OR CUMULATIVE VOTING. The Holders of
Preferred Shares shall have no preemptive rights or rights to cumulative
voting.
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(g) VOTING FOR TRUSTEES SOLE REMEDY FOR TRUST'S FAILURE TO PAY
DIVIDENDS. In the event that the Trust fails to pay any dividends on the
Preferred Shares, the exclusive remedy of the Holders shall be the right to
vote for Trustees pursuant to the provisions of this paragraph 4.
(h) HOLDERS ENTITLED TO VOTE. For purposes of determining any rights
of the Holders to vote on any matter, whether such right is created by this
Section 12.1, by provisions of the Declaration of Trust, by statute or
otherwise, no Holder shall be entitled to vote any Preferred Share and no
Preferred Share shall be deemed to be "outstanding" for the purpose of
voting or determining the number of shares required to constitute a quorum
if, prior to or concurrently with the time of determination of shares
entitled to vote or shares deemed outstanding for quorum purposes, as the
case may be, the requisite Notice of Redemption with respect to such shares
shall have been mailed as provided in paragraph 8(c) of this Part I and the
Redemption Price for the redemption of such shares shall have been
deposited in trust with the Auction Agent for that purpose. No Preferred
Share held by the Trust or any Affiliate of the Trust (except for shares
held by a Broker-Dealer that is an Affiliate of the Trust for the account
of its customers) shall have any voting rights or be deemed to be
outstanding for voting or other purposes.
5. 1940 ACT PREFERRED SHARES ASSET COVERAGE.
The Trust shall maintain, as of the last Business Day of each month in
which any Preferred Shares are outstanding, the 1940 Act Preferred Shares Asset
Coverage.
6. PREFERRED SHARES BASIC MAINTENANCE AMOUNT.
(a) So long as Preferred Shares are outstanding, the Trust shall
maintain, on each Valuation Date, and shall verify to its satisfaction that
it is maintaining on such Valuation Date, Fitch Eligible Assets having an
aggregate Discounted Value equal to or greater than the Preferred Shares
Basic Maintenance Amount (if Fitch is then rating the Preferred Shares) and
Moody's Eligible Assets having an aggregate Discounted Value equal to or
greater than the Preferred Shares Basic Maintenance Amount (if Moody's is
then rating the Preferred Shares).
(b) (i) On or before 5:00 P.M., New York City time, on the third
Business Day after a Valuation Date on which the Trust fails to
satisfy the Preferred Shares Basic Maintenance Amount, and on the
third Business Day after the Preferred Shares Basic Maintenance Cure
Date with respect to such Valuation Date, the Trust shall complete and
deliver to Moody's (if Moody's is then rating the Preferred Shares)
and Fitch (if Fitch is then rating the Preferred Shares) a Preferred
Shares Basic Maintenance Report as of the date of such failure or such
Preferred Shares Basic Maintenance Cure Date, as the case may be.
(ii) The Trust shall also deliver a Preferred Shares Basic
Maintenance Report to Moody's (if Moody's is then rating the Preferred
Shares) and Fitch (if
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Fitch is then rating the Preferred Shares) as of any Quarterly
Valuation Date, in each case on or before the third Business Day after
such day. A failure by the Trust to deliver a Preferred Shares Basic
Maintenance Report pursuant to the preceding sentence shall be deemed
to be delivery of a Preferred Shares Basic Maintenance Report
indicating the Discounted Value for all assets of the Trust is less
than the Preferred Shares Basic Maintenance Amount, as of the relevant
Valuation Date.
(c) Within ten Business Days after the date of delivery of a
Preferred Shares Basic Maintenance Report in accordance with paragraph 6(b)
of this Part I relating to a Quarterly Valuation Date that occurs in March,
the Trust shall cause the Independent Accountant to confirm in writing to
Moody's (if Moody's is then rating the Preferred Shares) and Fitch (if
Fitch is then rating the Preferred Shares):
(i) the mathematical accuracy of the calculations reflected in
such Preferred Shares Basic Maintenance Report (and in any other
Preferred Shares Basic Maintenance Report, randomly selected by the
Independent Accountant, that was prepared by the Trust during the
quarter containing such Quarterly Valuation Date),
(ii) that, in such Preferred Shares Basic Maintenance Report
(and in such randomly selected Preferred Shares Basic Maintenance
Report), the Trust determined in accordance with this Section 12.1
whether the Trust had, at such Quarterly Valuation Date (and at the
Valuation Date addressed in such randomly selected Preferred Shares
Basic Maintenance Report), Moody's Eligible Assets (if Moody's is then
rating the Preferred Shares) of an aggregate Discounted Value at least
equal to the Preferred Shares Basic Maintenance Amount,
(iii) that, in such Preferred Shares Basic Maintenance Report
(and in such randomly selected Preferred Shares Basic Maintenance
Report), the Trust determined in accordance with this Section 12.1
whether the Trust had, at such Quarterly Valuation Date (and at the
Valuation Date addressed in such randomly selected Preferred Shares
Basic Maintenance Report), Fitch Eligible Assets (if Fitch is then
rating the Preferred Shares) of an aggregate Discounted Value at least
equal to the Preferred Shares Basic Maintenance Amount,
(iv) that, in such Preferred Shares Basic Maintenance Report
(and in such randomly selected Preferred Shares Basic Maintenance
Report), the Trust determined whether the Trust had, at such Quarterly
Valuation Date (and at the Valuation Date addressed in such randomly
selected Preferred Shares Basic Maintenance Report), met the Preferred
Shares Basic Maintenance Amount in accordance with this Section 12.1,
(v) with respect to the Fitch ratings on portfolio securities
of the Trust (if Fitch is then rating the Preferred Shares), the
issuer name, issue size and
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coupon rate, if any, listed in such Preferred Shares Basic Maintenance
Report verified by the Independent Accountant by reference to
Bloomberg Financial Services or another independent source approved in
writing by Fitch (if Fitch is then rating the Preferred Shares), and
the Independent Accountant shall provide a listing in its letter of
any differences,
(vi) with respect to the Moody's ratings on portfolio
securities of the Trust (if Moody's is then rating the Preferred
Shares), the issuer name, issue size and coupon rate, if any, listed
in such Preferred Shares Basic Maintenance Report verified by the
Independent Accountant by reference to Bloomberg Financial Services or
another independent source approved in writing by Moody's (if Moody's
is then rating the Preferred Shares), and the Independent Accountant
shall provide a listing in its letter of any differences,
(vii) with respect to the bid or mean price (or such alternative
permissible factor used in calculating the Market Value) used for
purposes of valuing securities in the Trust's portfolio, that the
Independent Accountant has traced the price from the accounting
records of the Trust to the price listed in such Preferred Shares
Basic Maintenance Report and verified that such information agrees (in
the event such information does not agree, the Independent Accountant
will provide a listing in its letter of such differences), and
(viii) with respect to such confirmation to Moody's (if Moody's
is then rating the Preferred Shares) and Fitch (if Fitch is then
rating the Preferred Shares), that the Trust has satisfied the
requirements of paragraph 10 of this Part I of Section 12.1
(such information is herein called the "Auditor's Confirmation").
(d) Within ten Business Days after the date of delivery of a
Preferred Shares Basic Maintenance Report in accordance with paragraph
6(b)(i) of this Part I relating to any Valuation Date on which the Trust
failed to satisfy the Preferred Shares Basic Maintenance Amount, and
relating to the Preferred Shares Basic Maintenance Cure Date with respect
to such failure to satisfy the Preferred Shares Basic Maintenance Amount,
the Trust shall cause the Independent Accountant to provide to Moody's (if
Moody's is then rating the Preferred Shares) and Fitch (if Fitch is then
rating the Preferred Shares) an Auditor's Confirmation as to such Preferred
Shares Basic Maintenance Report.
(e) If any Auditor's Confirmation delivered pursuant to paragraph
6(c) or 6(d) of this Part I shows that an error was made in the Preferred
Shares Basic Maintenance Report for a particular Valuation Date for which
such Auditor's Confirmation was required to be delivered, or shows that a
lower aggregate Discounted Value for the aggregate of all Moody's Eligible
Assets (if Moody's is then rating the Preferred Shares) or Fitch Eligible
Assets (if Fitch is then rating the Preferred Shares), as the case may be,
of the Trust was determined by the Independent Accountant, the calculation
or
D-57
determination made by such Independent Accountant shall be final and
conclusive and shall be binding on the Trust, and the Trust shall
accordingly amend and deliver the Preferred Shares Basic Maintenance Report
to Moody's (if Moody's is then rating the Preferred Share) and Fitch (if
Fitch is then rating the Preferred Shares) promptly following receipt by
the Trust of such Auditor's Confirmation.
(f) On or before 5:00 P.M., New York City time, on the first Business
Day after the Date of Original Issue of any Preferred Shares, the Trust
shall complete and deliver to Moody's (if Moody's is then rating the
Preferred Shares) and Fitch (if Fitch is then rating the Preferred Shares)
a Preferred Shares Basic Maintenance Report as of the close of business on
such Date of Original Issue. Within ten Business Days of such Date of
Original Issue, the Trust shall cause the Independent Accountant to deliver
in writing to Moody's (if Moody's is then rating the Preferred Shares) and
Fitch (if Fitch is then rating the Preferred Shares) an Auditor's
Confirmation as to such Preferred Shares Basic Maintenance Report.
(g) On or before 5:00 P.M., New York City time, on the third Business
Day after:
(i) the Trust shall have redeemed Common Shares, or
(ii) whenever requested by Moody's (if Moody's is then rating
the Preferred Shares) or Fitch (if Fitch is then rating the Preferred
Shares),
the Trust shall complete and deliver to Moody's (if Moody's is then rating the
Preferred Shares) or Fitch (if Fitch is then rating the Preferred Shares), as
the case may be, a Preferred Shares Basic Maintenance Report as of the date of
such event.
7. RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS.
(a) DIVIDENDS ON SHARES OTHER THAN THE PREFERRED SHARES. Except as
set forth in the next sentence, no dividends shall be declared or paid or
set apart for payment on the shares of any class or series of shares of
beneficial interest of the Trust ranking, as to the payment of dividends,
on a parity with the Preferred Shares for any period unless full cumulative
dividends have been or contemporaneously are declared and paid on the
shares of each series of the Preferred Shares through its most recent
Dividend Payment Date. When dividends are not paid in full upon the shares
of each series of the Preferred Shares through its most recent Dividend
Payment Date or upon the shares of any other class or series of shares of
beneficial interest of the Trust ranking on a parity as to the payment of
dividends with the Preferred Shares through their most recent respective
dividend payment dates, all dividends declared upon a series of the
Preferred Shares and any other such class or series of shares of beneficial
interest ranking on a parity as to the payment of dividends with such
series of the Preferred Shares shall be declared pro rata so that the
amount of dividends declared per share on such series of the Preferred
Shares and such other class or series of shares of beneficial interest
shall in all cases bear to each
D-58
other the same ratio that accumulated dividends per share on such series of
the Preferred Shares and such other class or series of shares of beneficial
interest bear to each other (for purposes of this sentence, the amount of
dividends declared per share on a series of the Preferred Shares shall be
based on the Applicable Rate for such share for the Dividend Periods during
which dividends were not paid in full).
(b) DIVIDENDS AND OTHER DISTRIBUTIONS WITH RESPECT TO COMMON SHARES
UNDER THE 1940 ACT. The Trustees shall not declare any dividend (except a
dividend payable in Common Shares or rights to purchase Common Shares), or
declare any other distribution, upon the Common Shares, or purchase Common
Shares (except in connection with the conversion of such Common Shares into
or exchange of such Common Shares for shares of the Trust ranking junior to
the Preferred Shares as to the payment of dividends and the distribution of
assets on liquidation), unless in every such case the Trust maintains, at
the time of any such declaration or purchase, the 1940 Act Preferred Shares
Asset Coverage after deducting the amount of such dividend, distribution or
purchase price, as the case may be.
(c) OTHER RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS. For so
long as any Preferred Shares are outstanding, and except as set forth in
paragraph 7(a) and paragraph 9(c) of this Part I, (A) the Trust shall not
declare, pay or set apart for payment any dividend or other distribution
(other than a dividend or distribution paid in shares of, or in options,
warrants or rights to subscribe for or purchase, Common Shares or other
shares, if any, ranking junior to the Preferred Shares as to the payment of
dividends and the distribution of assets upon dissolution, liquidation or
winding up) in respect of the Common Shares or any other shares (other than
the Preferred Shares) of the Trust ranking junior to or on a parity with
the Preferred Shares as to the payment of dividends or the distribution of
assets upon dissolution, liquidation or winding up, or call for redemption,
redeem, purchase or otherwise acquire for consideration any Common Shares
or any other such junior shares (except by conversion into or exchange for
shares of the Trust ranking junior to the Preferred Shares as to the
payment of dividends and the distribution of assets upon dissolution,
liquidation or winding up), or any such parity shares (except by conversion
into or exchange for shares of the Trust ranking junior to or on a parity
with Preferred Shares as to the payment of dividends and the distribution
of assets upon dissolution, liquidation or winding up), unless (i) full
cumulative dividends on shares of each series of Preferred Shares through
its most recently ended Dividend Period shall have been paid or shall have
been declared and sufficient funds for the payment thereof deposited with
the Auction Agent and (ii) the Trust has redeemed the full number of
Preferred Shares required to be redeemed by any provision for mandatory
redemption pertaining thereto, and (B) the Trust shall not declare, pay or
set apart for payment any dividend or other distribution (other than a
dividend or distribution paid in shares of, or in options, warrants or
rights to subscribe for or purchase, Common Shares or other shares, if any,
ranking junior to Preferred Shares as to the payment of dividends and the
distribution of assets upon dissolution, liquidation or winding up) in
respect of Common Shares or any other shares of the Trust ranking junior to
Preferred Shares as to the payment of dividends or the distribution of
assets upon dissolution, liquidation or
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winding up, or call for redemption, redeem, purchase or otherwise acquire
for consideration any Common Shares or any other such junior shares (except
by conversion into or exchange for shares of the Trust ranking junior to
Preferred Shares as to the payment of dividends and the distribution of
assets upon dissolution, liquidation or winding up), unless immediately
after such transaction the Discounted Value of Moody's Eligible Assets (if
Moody's is then rating the Preferred Shares) and Fitch Eligible Assets (if
Fitch is then rating the Preferred Shares) would each at least equal the
Preferred Shares Basic Maintenance Amount.
8. REDEMPTION.
(a) OPTIONAL REDEMPTION.
(i) Subject to the provisions of subparagraph (v) of this
paragraph 8(a), Preferred Shares of any series may be redeemed from
time to time, at the option of the Trust, in whole or in part, on any
Dividend Payment Date for shares of such series, out of funds legally
available therefor, at a redemption price per share equal to the sum
of $25,000 plus an amount equal to accumulated but unpaid dividends
thereon (whether or not earned or declared) to (but not including) the
date fixed for redemption; provided, however, that (1) shares of a
series of Preferred Shares may not be redeemed in part if after such
partial redemption fewer than 300 shares of such series would remain
outstanding; (2) unless otherwise provided, shares of a series of
Preferred Shares are redeemable by the Trust during the Initial Rate
Period thereof only on the last Dividend Payment Date for such Initial
Rate Period; and (3) subject to subparagraph (ii) of this paragraph
8(a), the Notice of Special Rate Period relating to a Special Rate
Period of shares of a series of Preferred Shares, as delivered to the
Auction Agent and filed with the Secretary of the Trust, may provide
that shares of such series shall not be redeemable during the whole or
any part of such Special Rate Period (except as provided in
subparagraph (iv) of this paragraph 8(a)) or shall be redeemable
during the whole or any part of such Special Rate Period only upon
payment of such redemption premium or premiums as shall be specified
therein (the provisions set forth in clauses (2) and (3) being
referred to herein as the "Special Redemption Provisions").
(ii) A Notice of Special Rate Period relating to shares of a
series of Preferred Shares for a Special Rate Period thereof may
contain Special Redemption Provisions only if the Trustees, after
consultation with the Broker-Dealer or Broker-Dealers for such Special
Rate Period of shares of such series, determine that such Special
Redemption Provisions are in the best interest of the Trust.
(iii) If fewer than all of the outstanding shares of a series of
Preferred Shares are to be redeemed pursuant to subparagraph (i) of
this paragraph 8(a), the number of shares of such series to be
redeemed shall be determined by the
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Trustees, and such shares shall be redeemed pro rata from the Holders
of shares of such series in proportion to the number of shares of such
series held by such Holders.
(iv) Subject to the provisions of subparagraph (v) of this
paragraph 8(a), shares of any series of Preferred Shares may be
redeemed, at the option of the Trust, in whole but not in part, out of
funds legally available therefor, on the first day following any
Dividend Period thereof included in a Rate Period consisting of more
than 364 Rate Period Days if, on the date of determination of the
Applicable Rate for shares of such series for such Rate Period, such
Applicable Rate equaled or exceeded on such date of determination the
Treasury Index Rate for such Rate Period, at a redemption price per
share equal to the sum of $25,000 plus an amount equal to accumulated
but unpaid dividends thereon (whether or not earned or declared) to
(but not including) the date fixed for redemption.
(v) The Trust may not on any date mail a Notice of Redemption
pursuant to paragraph 8(c) of this Part I in respect of a redemption
contemplated to be effected pursuant to this paragraph (a) unless on
such date (1) the Trust has available Deposit Securities with maturity
or tender dates not later than the day preceding the applicable
redemption date and having a value not less than the amount (including
any applicable premium) due to Holders of Preferred Shares by reason
of the redemption of such shares on such redemption date and (2) the
Discounted Value of Moody's Eligible Assets (if Moody's is then rating
the Preferred Shares) and Fitch Eligible Assets (if Fitch is then
rating the Preferred Shares) each at least equals the Preferred Shares
Basic Maintenance Amount, and each would at least equal the Preferred
Shares Basic Maintenance Amount immediately subsequent to such
redemption if such redemption were to occur on such date. The Trust
shall not be required to have available Deposit Securities as
described in clause (1) of this subparagraph (v) in respect of a
redemption of any series of Preferred Shares, in whole or in part,
contemplated to be effected pursuant to paragraph 8(a) where such
redemption is subject to the issuance of shares of any other series of
preferred shares of beneficial interest of the Trust.
(b) MANDATORY REDEMPTION. The Trust shall redeem, at a redemption
price equal to $25,000 per share plus accumulated but unpaid dividends
thereon (whether or not earned or declared) to (but not including) the date
fixed by the Trustees for redemption, certain of the Preferred Shares, if
the Trust fails to have either Moody's Eligible Assets (if Moody's is then
rating the Preferred Shares) or Fitch Eligible Assets (if Fitch is then
rating the Preferred Shares) with a Discounted Value greater than or equal
to the Preferred Shares Basic Maintenance Amount or fails to maintain the
1940 Act Preferred Shares Asset Coverage, in accordance with the
requirements of the Rating Agency or Agencies then rating the Preferred
Shares, and such failure is not cured on or before the Preferred Shares
Basic Maintenance Cure Date or the 1940 Act Cure Date, as
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the case may be. The number of Preferred Shares to be redeemed shall be
equal to the lesser of:
(i) the minimum number of Preferred Shares, together with all
other preferred shares subject to redemption or retirement, the
redemption of which, if deemed to have occurred immediately prior to
the opening of business on the Cure Date, would have resulted in the
Trust's having Moody's Eligible Assets (if Moody's is then rating the
Preferred Shares) and Fitch Eligible Assets (if Fitch is then rating
the Preferred Shares) with a Discounted Value greater than or equal to
the Preferred Shares Basic Maintenance Amount or maintaining the 1940
Act Preferred Shares Asset Coverage, as the case may be, on such Cure
Date (provided, however, that if there is no such minimum number of
Preferred Shares and other preferred shares the redemption or
retirement of which would have had such result, all Preferred Shares
and other preferred shares then outstanding shall be redeemed), and
(ii) the maximum number of Preferred Shares, together with all
other preferred shares subject to redemption or retirement, that can
be redeemed out of funds expected to be legally available therefor in
accordance with the Declaration of Trust and applicable law.
In determining the Preferred Shares required to be redeemed in accordance
with the foregoing, the Trust shall allocate the number required to be
redeemed to satisfy the Preferred Shares Basic Maintenance Amount or the
1940 Act Preferred Shares Asset Coverage, as the case may be, pro rata
among Preferred Shares and other preferred shares (and, then, pro rata
among each series of Preferred Shares) subject to redemption or retirement.
The Trust shall effect such redemption on the date fixed by the Trust therefor,
which date shall not be earlier than 20 days nor later than 40 days after such
Cure Date, except that if the Trust does not have funds legally available for
the redemption of all of the required number of the Preferred Shares and other
preferred shares which are subject to redemption or retirement or the Trust
otherwise is unable to effect such redemption on or prior to 40 days after such
Cure Date, the Trust shall redeem those Preferred Shares and other preferred
shares which it was unable to redeem on the earliest practicable date on which
it is able to effect such redemption. If fewer than all of the outstanding
shares of a series of Preferred Shares are to be redeemed pursuant to this
paragraph 8(b), the number of shares of such series to be redeemed shall be
redeemed pro rata from the Holders of shares of such series in proportion to the
number of shares of such series held by such Holders.
(c) NOTICE OF REDEMPTION. If the Trust shall determine or be required
to redeem shares of a series of Preferred Shares pursuant to paragraph 8(a)
or 8(b) of this Part I, it shall mail a notice ("Notice of Redemption")
with respect to such redemption by first-class mail, postage prepaid, to
each Holder of the shares of such series to be redeemed, at such Holder's
address as the same appears on the record books of the Trust
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on the record date established by the Trustees. Such Notice of Redemption
shall be so mailed not less than 20 nor more than 45 days prior to the date
fixed for redemption. Each such Notice of Redemption shall state:
(i) the redemption date;
(ii) the number of Preferred Shares to be redeemed and the
series thereof;
(iii) the CUSIP number for shares of such series;
(iv) the Redemption Price;
(v) the place or places where the certificate(s) for such
shares (properly endorsed or assigned for transfer, if the Trustees
shall so require and the Notice of Redemption shall so state) are to
be surrendered for payment of the Redemption Price;
(vi) that dividends on the shares to be redeemed will cease to
accumulate on such redemption date;
(vii) the Securities Depository publication date, which shall be
reasonably acceptable to the Auction Agent; and
(viii) the provisions of this paragraph 8 under which such
redemption is made.
If fewer than all shares of a series of Preferred Shares held by any Holder are
to be redeemed, the Notice of Redemption mailed to such Holder shall also
specify the number of shares of such series to be redeemed from such Holder. The
Trust may provide in any Notice of Redemption relating to a redemption
contemplated to be effected pursuant to paragraph 8(a) of this Part I that such
redemption is subject to one or more conditions precedent and that the Trust
shall not be required to effect such redemption unless each such condition shall
have been satisfied at the time or times and in the manner specified in such
Notice of Redemption.
(d) NO REDEMPTION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding the
provisions of paragraphs 8(a) or 8(b) of this Part I, if any dividends on
shares of a series of Preferred Shares (whether or not earned or declared)
are in arrears, no shares of such series shall be redeemed unless all
outstanding shares of such series are simultaneously redeemed, and the
Trust shall not purchase or otherwise acquire any shares of such series;
provided, however, that the foregoing shall not prevent the purchase or
acquisition of outstanding shares of such series pursuant to the successful
completion of an otherwise lawful purchase or exchange offer made on the
same terms to Holders of all outstanding shares of such series. To the
extent that any redemption for which Notice of Redemption has been mailed
is not made by reason of the absence of legally available funds therefor in
accordance with the Declaration of Trust and applicable law, such
redemption shall be
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made as soon as practicable to the extent such funds become available.
Failure to redeem Preferred Shares shall be deemed to exist at any time
there is a Failure to Deposit with respect to a redemption specified in a
Notice of Redemption.
Notwithstanding the fact that the Trust may not have redeemed
Preferred Shares for which a Notice of Redemption has been mailed, dividends
may be declared and paid on Preferred Shares and shall include those
Preferred Shares for which a Notice of Redemption has been mailed.
(e) AUCTION AGENT AS TRUSTEE OF REDEMPTION PAYMENTS BY TRUST. All
moneys paid to the Auction Agent for payment of the Redemption Price of
Preferred Shares called for redemption shall be held in trust by the
Auction Agent for the benefit of Holders of shares so to be redeemed.
(f) SHARES FOR WHICH NOTICE OF REDEMPTION HAS BEEN GIVEN ARE NO
LONGER OUTSTANDING. Provided a Notice of Redemption has been mailed
pursuant to paragraph 8(c) of this Part I, upon the deposit with the
Auction Agent (not later than 12:00 noon, New York City time, on the date
fixed for redemption thereby, in funds available on such date in The City
of New York, New York) of funds sufficient to redeem the Preferred Shares
that are the subject of such notice, dividends on such shares shall cease
to accumulate and such shares shall no longer be deemed to be outstanding
for any purpose, and all rights of the Holders of the shares so called for
redemption shall cease and terminate (including without limitation voting
rights), except the right of such Holders to receive the Redemption Price,
but without any interest or other additional amount, except as provided in
subparagraph 2(e)(i) of this Part I. Upon surrender in accordance with the
Notice of Redemption of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Trustees shall so
require and the Notice of Redemption shall so state), the Redemption Price
shall be paid by the Auction Agent to the Holders of Preferred Shares
subject to redemption. In the case that fewer than all of the shares
represented by any such certificate are redeemed, a new certificate shall
be issued, representing the unredeemed shares, without cost to the Holder
thereof. The Trust shall be entitled to receive from the Auction Agent,
promptly after the date fixed for redemption, any cash deposited with the
Auction Agent in excess of:
(i) the aggregate Redemption Price of the Preferred Shares
called for redemption on such date, and
(ii) all other amounts to which Holders of Preferred Shares
called for redemption may be entitled.
Any funds so deposited that are unclaimed at the end of 90 days from such
redemption date shall, to the extent permitted by law, be repaid to the Trust,
after which time the Holders of Preferred Shares so called for redemption may
look only to the Trust for payment of the Redemption Price and all other amounts
to which they may be entitled. The Trust shall be entitled to receive, from time
to time after the date fixed for redemption, any interest on the funds so
deposited.
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(g) COMPLIANCE WITH APPLICABLE LAW. In effecting any redemption
pursuant to this paragraph 8, the Trust shall use its best efforts to
comply with all applicable conditions precedent to effecting such
redemption under the 1940 Act and any applicable Massachusetts law, and
shall effect no redemption except in accordance with the 1940 Act and any
applicable Massachusetts law.
(h) ONLY WHOLE PREFERRED SHARES MAY BE REDEEMED. In the case of any
redemption pursuant to this paragraph 8, only whole Preferred Shares shall
be redeemed, and in the event that any provision of the Declaration of
Trust would require redemption of a fractional share, the Auction Agent
shall be authorized to round up so that only whole shares are redeemed.
9. LIQUIDATION RIGHTS.
(a) RANKING. The shares of a series of Preferred Shares shall rank on
a parity with each other, with shares of any other series of preferred
shares and with shares of any other series of Preferred Shares as to the
distribution of assets upon dissolution, liquidation or winding up of the
affairs of the Trust.
(b) DISTRIBUTIONS UPON LIQUIDATION. Upon the dissolution, liquidation
or winding up of the affairs of the Trust, whether voluntary or
involuntary, the Holders of Preferred Shares then outstanding shall be
entitled to receive and to be paid out of the assets of the Trust available
for distribution to its shareholders, before any payment or distribution
shall be made on the Common Shares or on any other class of shares of the
Trust ranking junior to the Preferred Shares upon dissolution, liquidation
or winding up, an amount equal to the Liquidation Preference with respect
to such shares plus an amount equal to all dividends thereon (whether or
not earned or declared but excluding the interest thereon) accumulated but
unpaid to (but not including) the date of final distribution in same-day
funds. After the payment to the Holders of the Preferred Shares of the full
preferential amounts provided for in this paragraph 9(b), the Holders of
Preferred Shares as such shall have no right or claim to any of the
remaining assets of the Trust.
(c) PRO RATA DISTRIBUTIONS. In the event the assets of the Trust
available for distribution to the Holders of Preferred Shares upon any
dissolution, liquidation, or winding up of the affairs of the Trust,
whether voluntary or involuntary, shall be insufficient to pay in full all
amounts to which such Holders are entitled pursuant to paragraph 9(b) of
this Part I, no such distribution shall be made on account of any shares of
any other class or series of preferred shares ranking on a parity with the
Preferred Shares with respect to the distribution of assets upon such
dissolution, liquidation or winding up unless proportionate distributive
amounts shall be paid on account of the Preferred Shares, ratably, in
proportion to the full distributable amounts for which holders of all such
parity shares are respectively entitled upon such dissolution, liquidation
or winding up.
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(d) RIGHTS OF JUNIOR SHARES. Subject to the rights of the holders of
shares of any series or class or classes of shares ranking on a parity with
the Preferred Shares with respect to the distribution of assets upon
dissolution, liquidation or winding up of the affairs of the Trust, after
payment shall have been made in full to the Holders of the Preferred Shares
as provided in paragraph 9(b) of this Part I, but not prior thereto, any
other series or class or classes of shares ranking junior to the Preferred
Shares with respect to the distribution of assets upon dissolution,
liquidation or winding up of the affairs of the Trust shall, subject to the
respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the
Holders of the Preferred Shares shall not be entitled to share therein.
(e) CERTAIN EVENTS NOT CONSTITUTING LIQUIDATION. Neither the sale of
all or substantially all, or any portion of, the property or business of
the Trust, nor the merger or consolidation of the Trust into or with any
business trust or other entity nor the merger or consolidation of any
business trust or other entity into or with the Trust shall be a
dissolution, liquidation or winding up, whether voluntary or involuntary,
for the purposes of this paragraph 9.
10. FUTURES AND OPTIONS TRANSACTIONS; FORWARD COMMITMENTS.
(a) For so long as any shares of AMPS are rated by Moody's, the Trust
may buy or sell futures contracts, may write, purchase or sell options, may
enter into swaps, may engage in securities lending, and may engage in other
derivatives transactions (collectively, "Moody's Hedging Transactions"), in
each case without being required to receive written confirmation from
Moody's to engage in such Moody's Hedging Transactions; provided, however,
that Moody's Hedging Transactions are subject to the following limitations:
(i) SECURITIES LENDING: The Trust may engage in securities
lending in an amount not to exceed 15% of the Trust's total gross
assets or such other percentage as the Trust and Moody's may agree.
For purposes of calculating the Preferred Shares Basic Maintenance
Amount, such securities lent shall be included as Moody's Eligible
Assets with the appropriate Moody's Discount Factor (for corporate
debt securities in subsection (1) under the definition of Moody's
Discount Factor above) applied to each such lent security. The
obligation to return collateral for such securities lent shall not be
included as an obligation/liability for purposes of calculating the
Preferred Shares Basic Maintenance Amount. Moreover, the Trust may
reinvest cash collateral for securities lent in conformity with its
investment objectives and policies and the provisions of these Bylaws
in securities that otherwise would qualify as Moody's Eligible Assets.
As collateral for securities lent, the Trust also may receive
securities that otherwise would qualify as Moody's Eligible Assets. In
either such event, to the extent that the securities lending
collateral constitutes Moody's Eligible Assets, if the value of such
collateral exceeds, whether due to appreciation or otherwise, the
value of the securities lent, in each case after
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applying the appropriate Moody's Discount Factor, such excess shall be
included as a Moody's Eligible Asset. Conversely, if the discounted
value of such securities lending collateral is less than the
discounted value of the securities lent, such difference shall be
included as an obligation/liability of the Trust for purposes of
calculating the Preferred Shares Basic Maintenance Amount.
(ii) SWAPS (INCLUDING TOTAL RETURN SWAPS, INTEREST RATE SWAPS
AND CREDIT DEFAULT SWAPS):
(A) Total return swaps are subject to the following
provisions: Only the cumulative unsettled profit and loss from a
total return swap transaction will be calculated when determining
Moody's Eligible Assets. If the Trust has an unrealized gain from
a swap transaction on a Valuation Date, the gain will be included
as a Moody's Eligible Asset subject to the Moody's Discount
Factor on the counterparty to the swap transaction. If the Trust
has an outstanding liability from a swap transaction on a
Valuation Date, the Trust will subtract the outstanding liability
from the total Moody's Eligible Assets in calculating the
Preferred Shares Basic Maintenance Amount;
(B) Swaps other than total return swaps and credit
default swaps are subject to the following provisions: The Market
Value of the position (positive or negative) will be included as
a Moody's Eligible Asset. The aggregate notional value of all
swaps will not exceed the Liquidation Preference of the
outstanding shares of Preferred Shares without the written
consent of Moody's. At the time a swap is executed, the Trust
will only enter into swap transactions where the counterparty has
at least a Fitch rating of A- or Moody's rating of A3;
(C) Credit default swaps are subject to the following
provisions:
(I) For purposes of calculating Moody's Eligible
Assets, the underlying securities subject to a credit
default swap sold by the Trust will be subject to the
applicable Moody's Discount Factor (for corporate debt
securities in subsection (1) under the definition of
Moody's Discount Factor above or other securities as
applicable) for each security subject to the swap; and
(II) If the Trust purchases a credit default swap,
the Market Value of the credit default swap will be
included as a Moody's Eligible Asset subject to the
Moody's Discount Factor (for corporate debt securities in
subsection (1) under the definition of Moody's Discount
Factor above) assessed based on the counterparty rating.
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(iii) OTHER DERIVATIVES: If not otherwise provided for in
(a)(i)-(ii) above, derivative instruments shall be treated as follows:
Any derivative instruments will be valued pursuant to the Trust's
valuation procedures on a Valuation Date. The amount of the net
payment obligation and the cost of a closing transaction, if
applicable, on any derivative instrument on a Valuation Date will be
counted as a liability for purposes of determining the Preferred
Shares Basic Maintenance Amount. Any derivative instrument with
respect to which the Trust is owed payment on the Valuation Date that
is not based upon an individual security or securities that are
Moody's Eligible Assets will either have a mutually agreed upon
valuation by Moody's and the Trust for purposes of determining Moody's
Eligible Assets or will be excluded from Moody's Eligible Assets. Any
derivative instrument with respect to which the Trust is owed payment
on the Valuation Date that is based upon an individual security or
securities that are Moody's Eligible Assets (e.g., a purchased call
option on a bond that is in-the-money) will be valued as follows for
purposes of determining Moody's Eligible Assets: (A) For such
derivative instruments that are exchange traded, the value of the
in-the-money amount of the payment obligation to the Trust will be
reduced by applying the Moody's Discount Factor (as it would apply to
the underlying security or securities) and then added to Moody's
Eligible Assets; and (B) for such derivative instruments that are not
exchange traded, the value of the in-the-money amount of the payment
obligation to the Trust will be (1) reduced as described in (A) and
(2) further reduced by applying to the remaining amount the Moody's
Discount Factor determined by reference to the credit rating of the
derivative counterparty, with the remaining amount after these
reductions then added to Moody's Eligible Assets.
(iv) EXCHANGE-TRADED FUTURES, OPTION OR OPTION ON FUTURES
CONTRACTS BASED ON AN INDEX: If the Trust purchases or sells any
exchange-traded futures, option or option on futures contract based on
an index, it is subject to the following limitations (transactions
that are terminating contracts already held by the Trust at the time
of such transactions are exempt from such limitations):
(A) For financial futures contracts based on an index,
the total number of contracts held at any one time should not,
without the written consent of Moody's, exceed 10% of the average
open interest for the 30 days preceding the purchase of such
transaction as reported by The Wall Street Journal or other
respectable news source approved by Moody's;
(B) The Market Value of financial futures contracts based
on an index are limited to 80% of Moody's Eligible Assets or 50%
of the Trust's holdings, whichever is greater; and
(C) Financial futures contracts based on an index should
be limited to clearinghouses that are rated no lower than A by
Moody's (or, if
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not rated by Moody's but rated by S&P or Fitch, rated A by S&P or
Fitch).
(v) PROHIBITIONS: The Trust will not:
(A) Engage in options and futures transactions for
leveraging or speculative purposes without the written consent of
Moody's; or
(B) Write any call option or sell any financial futures
contracts for the purpose of hedging an anticipated purchase of
an asset without the written consent of Moody's.
(vi) FORWARD COMMITMENTS: For so long as any Preferred Shares
are rated by Moody's, the Trust will not enter into any contract to
purchase securities for a fixed price at a future date beyond
customary settlement time (other than such contracts that constitute
Moody's Hedging Transactions that are otherwise permitted under this
paragraph 10(a)), except that the Trust may enter into such contracts
to purchase newly issued securities on the date such securities are
issued ("Forward Commitments"), subject to the following limitations:
(A) The Trust will maintain in a segregated account with
its custodian cash, cash equivalents or short-term, fixed-income
securities rated P-1, MTG-1, MIG-1, or Baa or higher by Moody's
or, if not rated by Moody's, rated F-1 by Fitch, and maturing
prior to the date of the Forward Commitment with a Market Value
that equals or exceeds the amount of the Trust's obligations
under any Forward Commitment to which it is from time to time a
party or long-term fixed income securities with a Discounted
Value that equals or exceeds the amount of the Trust's
obligations under any Forward Commitment to which it is from time
to time a party; and
(B) The Trust will not enter into a Forward Commitment
unless, after giving effect thereto, the Trust would continue to
have Moody's Eligible Assets with an aggregate Discounted Value
equal to or greater than the Preferred Shares Basic Maintenance
Amount.
(vii) DISCOUNTED VALUE OF FORWARD COMMITMENTS: For purposes of
determining whether the Trust has Moody's Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount, the Discounted Value of all Forward
Commitments to which the Trust is a party and of all securities
deliverable to the Trust pursuant to such Forward Commitments shall be
zero.
(b) For so long as any shares of AMPS are rated by Fitch, the Trust
may buy or sell futures contracts, may write, purchase or sell options, may
enter into swaps and may engage in securities lending, and may engage in
other derivatives transactions
D-69
(collectively, "Fitch Hedging Transactions"), in each case without being
required to receive written confirmation from Fitch to engage in such
transactions; provided, however, that Fitch Hedging Transactions are
subject to the following limitations:
(i) SECURITIES LENDING: The Trust may engage in securities
lending in an amount not to exceed 15% of the Trust's total gross
assets or such other percentage as the Trust and Fitch may agree. For
purposes of calculating the Preferred Shares Basic Maintenance Amount,
such securities lent shall be included as Fitch Eligible Assets with
the appropriate Fitch Discount Factor (for Corporate Debt Securities)
applied to each such lent security. The obligation to return
collateral for such securities lent shall not be included as an
obligation/liability for purposes of calculating the Preferred Shares
Basic Maintenance Amount. Moreover, the Trust may reinvest cash
collateral for securities lent in conformity with its investment
objectives and policies and the provisions of these Bylaws in
securities that otherwise would qualify as Fitch Eligible Assets. As
collateral for securities lent, the Trust also may receive securities
that otherwise would qualify as Fitch Eligible Assets. In either such
event, to the extent that the securities lending collateral
constitutes Fitch Eligible Assets, if the value of such collateral
exceeds, whether due to appreciation or otherwise, the value of the
securities lent, in each case after applying the appropriate Fitch
Discount Factor, such excess shall be included as a Fitch Eligible
Asset. Conversely, if the discounted value of such securities lending
collateral is less than the discounted value of the securities lent,
such difference shall be included as an obligation/liability of the
Trust for purposes of calculating the Preferred Shares Basic
Maintenance Amount.
(ii) SWAPS (INCLUDING TOTAL RETURN SWAPS, INTEREST RATE SWAPS
AND CREDIT DEFAULT SWAPS):
(A) Total return swaps are subject to the following
provisions: Only the cumulative unsettled profit and loss from a
total return swap transaction will be calculated when determining
Fitch Eligible Assets. If the Trust has an unrealized gain from a
swap transaction on a Valuation Date, the gain will be included
as a Fitch Eligible Asset subject to the Fitch Discount Factor on
the counterparty to the swap transaction. If the Trust has an
outstanding liability from a swap transaction on a Valuation
Date, the Trust will subtract the outstanding liability from the
total Fitch Eligible Assets in calculating the Preferred Shares
Basic Maintenance Amount;
(B) Swaps other than total return swaps and credit
default swaps are subject to the following provisions: The Market
Value of the position (positive or negative) will be included as
a Fitch Eligible Asset. The aggregate notional value of all swaps
will not exceed the Liquidation Preference of the outstanding
shares of Preferred Shares without the
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written consent of Fitch. At the time a swap is executed, the
Trust will only enter into swap transactions where the
counterparty has at least a Fitch rating of A- or Moody's rating
of A3;
(C) Credit default swaps are subject to the following
provisions:
(I) For purposes of calculating Fitch Eligible
Assets, the underlying securities subject to a credit
default swap sold by the Trust will be subject to the
applicable Fitch Discount Factor (for Corporate Debt
Securities or other securities as applicable) for each
security subject to the swap; and
(II) If the Trust purchases a credit default swap,
the Market Value of the credit default swap will be
included as a Fitch Eligible Asset subject to the Fitch
Discount Factor (for Corporate Debt Securities) assessed
based on the counterparty rating.
(iii) OTHER DERIVATIVES: If not otherwise provided for in
(b)(i)-(ii) above, derivative instruments shall be treated as follows:
Any derivative instruments will be valued pursuant to the Trust's
valuation procedures on a Valuation Date. The amount of the net
payment obligation and the cost of a closing transaction, if
applicable, on any derivative instrument on a Valuation Date will be
counted as a liability for purposes of determining the Preferred
Shares Basic Maintenance Amount. Any derivative instrument with
respect to which the Trust is owed payment on the Valuation Date that
is not based upon an individual security or securities that are Fitch
Eligible Assets will either have a mutually agreed upon valuation by
Fitch and the Trust for purposes of determining Fitch Eligible Assets
or will be excluded from Fitch Eligible Assets. Any derivative
instrument with respect to which the Trust is owed payment on the
Valuation Date that is based upon an individual security or securities
that are Fitch Eligible Assets (e.g., a purchased call option on a
bond that is in-the-money) will be valued as follows for purposes of
determining Fitch Eligible Assets: (A) For such derivative instruments
that are exchange traded, the value of the in-the-money amount of the
payment obligation to the Trust will be reduced by applying the Fitch
Discount Factor (as it would apply to the underlying security or
securities) and then added to Fitch Eligible Assets; and (B) for such
derivative instruments that are not exchange traded, the value of the
in-the-money amount of the payment obligation to the Trust will be (1)
reduced as described in (A) and (2) further reduced by applying to the
remaining amount the Fitch Discount Factor determined by reference to
the credit rating of the derivative counterparty, with the remaining
amount after these reductions then added to Fitch Eligible Assets.
(iv) EXCHANGE-TRADED FUTURES, OPTION OR OPTION ON FUTURES
CONTRACTS BASED ON AN INDEX: If the Trust purchases or sells any
exchange-traded futures,
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option or option on futures contract based on an index, it is subject
to the following limitations (transactions that are terminating
contracts already held by the Trust at the time of such transactions
are exempt from such limitations):
(A) For financial futures contracts based on an index,
the total number of contracts held at any one time should not,
without the written consent of Fitch, exceed 10% of the average
open interest for the 30 days preceding the purchase of such
transaction as reported by The Wall Street Journal or other
respectable news source approved by Fitch;
(B) The Market Value of financial futures contracts based
on an index are limited to 80% of Fitch Eligible Assets or 50% of
the Trust's holdings, whichever is greater; and
(C) Financial futures contracts based on an index should
be limited to clearinghouses that are rated no lower than A by
Fitch (or, if not rated by Fitch but rated by S&P or Moody's,
rated A by S&P or Moody's).
(v) PROHIBITIONS: The Trust will not:
(A) Engage in options and futures transactions for
leveraging or speculative purposes without the written consent of
Fitch; or
(B) Write any call option or sell any financial futures
contracts for the purpose of hedging an anticipated purchase of
an asset without the written consent of Fitch.
(vi) FORWARD COMMITMENTS: For so long as any Preferred Shares
are rated by Fitch, the Trust will not enter into any contract to
purchase securities for a fixed price at a future date beyond
customary settlement time (other than such contracts that constitute
Fitch Hedging Transactions that are otherwise permitted under this
paragraph 10(b)), except that the Trust may enter into Forward
Commitments, subject to the following limitations:
(A) The Trust will maintain in a segregated account with
its custodian cash, cash equivalents or short-term, fixed-income
securities rated F-1 by Fitch or, if not rated by Fitch, rated
P-1, MTG-1, MIG-1, or Baa or higher by Moody's, and maturing
prior to the date of the Forward Commitment with a Market Value
that equals or exceeds the amount of the Trust's obligations
under any Forward Commitment to which it is from time to time a
party or long-term fixed income securities with a Discounted
Value that equals or exceeds the amount of the Trust's
obligations under any Forward Commitment to which it is from time
to time a party; and
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(B) The Trust will not enter into a Forward Commitment
unless, after giving effect thereto, the Trust would continue to
have Fitch Eligible Assets with an aggregate Discounted Value
equal to or greater than the Preferred Shares Basic Maintenance
Amount.
(vii) DISCOUNTED VALUE OF FORWARD COMMITMENTS: For purposes of
determining whether the Trust has Fitch Eligible Assets with an
aggregate Discounted Value that equals or exceeds the Preferred Shares
Basic Maintenance Amount, the Discounted Value of all Forward
Commitments to which the Trust is a party and of all securities
deliverable to the Trust pursuant to such Forward Commitments shall be
zero.
(c) For so long as any Preferred Shares are outstanding and Moody's
or Fitch is, or both are, rating such shares, the Trust will not, unless it
has received written confirmation from Moody's or Fitch or both, as
applicable, that any such action would not impair the rating then assigned
by such Rating Agency to such shares, engage in any one or more of the
following transactions:
(i) borrow money, except that the Trust may, without obtaining
the written confirmation described above, borrow money for the purpose
of clearing securities transactions if:
(A) the Preferred Shares Basic Maintenance Amount would
continue to be satisfied after giving effect to such borrowing,
and
(B) such borrowing:
(I) is privately arranged with a bank or other
person and is evidenced by a promissory note or other
evidence of indebtedness that is not intended to be
publicly distributed; or
(II) is for "temporary purposes," is evidenced by a
promissory note or other evidence of indebtedness and is
in an amount not exceeding 5% of the value of the total
assets of the Trust at the time of the borrowing (for
purposes of the foregoing, "temporary purposes" means that
the borrowing is to be repaid within sixty days and is not
to be extended or renewed);
(ii) except as provided in paragraph 4 of this Part I, issue
additional shares of any series of Preferred Shares or any class or
series of shares ranking prior to or on a parity with Preferred Shares
with respect to the payment of dividends or the distribution of assets
upon dissolutions, liquidation or winding up of the Trust, or reissue
any Preferred Shares previously purchased or redeemed by the Trust;
(iii) engage in any short sales of securities;
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(iv) merge or consolidate into or with any other corporation or
entity; or
(v) change the Pricing Service.
11. MISCELLANEOUS.
(a) AMENDMENT OF THIS SECTION TO ADD ADDITIONAL SERIES. Subject to
the provisions of paragraph 10(c)(ii) of this Part I, the Trustees may, by
resolution duly adopted, without shareholder approval (except as otherwise
provided by this Section 12.1 or required by applicable law), amend this
Section 12.1 to (1) reflect any amendments hereto which the Trustees are
entitled to adopt pursuant to the terms of this Section 12.1 without
shareholder approval or (2) add additional series of Preferred Shares or
additional shares of a series of Preferred Shares (and terms relating
thereto) to the series and Preferred Shares theretofore described thereon.
Each such additional series and all such additional shares shall be
governed by the terms of this Section 12.1.
(b) NO FRACTIONAL SHARES. No fractional shares of Preferred Shares
shall be issued.
(c) STATUS OF PREFERRED SHARES REDEEMED, EXCHANGED OR OTHERWISE
ACQUIRED BY THE TRUST. Preferred Shares which are redeemed, exchanged or
otherwise acquired by the Trust shall return to the status of authorized
and unissued preferred shares without designation as to series.
(d) BOARD MAY RESOLVE AMBIGUITIES. To the extent permitted by
applicable law, the Trustees may interpret or adjust the provisions of this
Section 12.1 to resolve any inconsistency or ambiguity or to remedy any
formal defect, and may amend this Section 12.1 with respect to any series
of Preferred Shares prior to the issuance of shares of such series.
(e) HEADING NOT DETERMINATIVE. The headings contained in this Section
12.1 are for convenience of reference only and shall not affect the meaning
or interpretation of this Section 12.1.
(f) NOTICES. All notices or communications, unless otherwise
specified in these Bylaws, shall be sufficiently given if in writing and
delivered in person or mailed by first-class mail, postage prepaid.
PART II.
1. ORDERS.
(a) Prior to the Submission Deadline on each Auction Date for shares
of a series of Preferred Shares:
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(i) each Beneficial Owner of shares of such series may submit
to its Broker-Dealer by telephone or otherwise information as to:
(A) the number of Outstanding shares, if any, of such
series held by such Beneficial Owner which such Beneficial Owner
desires to continue to hold without regard to the Applicable Rate
for shares of such series for the next succeeding Rate Period of
such shares;
(B) the number of Outstanding shares, if any, of such
series held by such Beneficial Owner which such Beneficial Owner
offers to sell if the Applicable Rate for shares of such series
for the next succeeding Rate Period of shares of such series
shall be less than the rate per annum specified by such
Beneficial Owner; and/or
(C) the number of Outstanding shares, if any, of such
series held by such Beneficial Owner which such Beneficial Owner
offers to sell without regard to the Applicable Rate for shares
of such series for the next succeeding Rate Period of shares of
such series;
and
(ii) one or more Broker-Dealers, using lists of Potential
Beneficial Owners, shall in good faith, for the purpose of conducting
a competitive Auction in a commercially reasonable manner, contact
Potential Beneficial Owners (by telephone or otherwise), including
Persons that are not Beneficial Owners, on such lists to determine the
number of shares, if any, of such series which each such Potential
Beneficial Owner offers to purchase if the Applicable Rate for shares
of such series for the next succeeding Rate Period of shares of such
series shall not be less than the rate per annum specified by such
Potential Beneficial Owner.
For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the
Auction Agent, of information referred to in clause (i)(A), (i)(B), (i)(C) or
(ii) of this paragraph 1(a) is hereinafter referred to as an "Order" and
collectively as "Orders," and each Beneficial Owner and each Potential
Beneficial Owner placing an Order with a Broker-Dealer, and such Broker-Dealer
placing an order with the Auction Agent, is hereinafter referred to as a
"Bidder" and collectively as "Bidders"; an Order containing the information
referred to in clause (i)(A) of this paragraph (a) is hereinafter referred to as
a "Hold Order" and collectively as "Hold Orders"; an Order containing the
information referred to in clause (i)(B) or (ii) of this paragraph (a) is
hereinafter referred to as a "Bid" and collectively as "Bids"; and an Order
containing the information referred to in clause (i)(C) of this paragraph (a) is
hereinafter referred to as a "Sell Order" and collectively as "Sell Orders."
D-75
(b) (i) A Bid by a Beneficial Owner or an Existing Holder of
shares of a series of Preferred Shares subject to an Auction on any Auction
Date shall constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series
specified in such Bid if the Applicable Rate for shares of such
series determined on such Auction Date shall be less than the
rate specified therein;
(B) such number or a lesser number of Outstanding shares
of such series to be determined as set forth in clause (iv) of
paragraph 4(a) of this Part II if the Applicable Rate for shares
of such series determined on such Auction Date shall be equal to
the rate specified therein; or
(C) the number of Outstanding shares of such series
specified in such Bid if the rate specified therein shall be
higher than the Maximum Rate for shares of such series, or such
number or a lesser number of Outstanding shares of such series to
be determined as set forth in clause (iii) of paragraph 4(b) of
this Part II if the rate specified therein shall be higher than
the Maximum Rate for shares of such series and Sufficient
Clearing Bids for shares of such series do not exist.
(ii) A Sell Order by a Beneficial Owner or an Existing Holder of
shares of a series of Preferred Shares subject to an Auction on any Auction
Date shall constitute an irrevocable offer to sell:
(A) the number of Outstanding shares of such series specified
in such Sell Order; or
(B) such number or a lesser number of Outstanding shares of
such series as set forth in clause (iii) of paragraph 4(b) of this
Part II if Sufficient Clearing Bids for shares of such series do not
exist; provided, however, that a Broker-Dealer that is an Existing
Holder with respect to shares of a series of Preferred Shares shall
not be liable to any Person for failing to sell such shares pursuant
to a Sell Order described in the proviso to paragraph 2(c) of this
Part II if (1) such shares were transferred by the Beneficial Owner
thereof without compliance by such Beneficial Owner or its transferee
Broker-Dealer (or other transferee person, if permitted by the Trust)
with the provisions of paragraph 6 of this Part II or (2) such
Broker-Dealer has informed the Auction Agent pursuant to the terms of
its Broker-Dealer Agreement that, according to such Broker-Dealer's
records, such Broker-Dealer believes it is not the Existing Holder of
such shares.
(iii) A Bid by a Potential Beneficial Holder or a Potential Holder of
shares of a series of Preferred Shares subject to an Auction on any Auction
Date shall constitute an irrevocable offer to purchase:
D-76
(A) the number of outstanding shares of such series specified
in such Bid if the Applicable Rate for shares of such series
determined on such Auction Date shall be higher than the rate
specified therein; or
(B) such number or a lesser number of Outstanding shares of
such series as set forth in clause (v) of paragraph 4(a) of this Part
II if the Applicable Rate for shares of such series determined on such
Auction Date shall be equal to the rate specified therein.
(c) No Order for any number of Preferred Shares other than whole
shares shall be valid.
2. SUBMISSION OF ORDERS BY BROKER-DEALERS TO AUCTION AGENT.
(a) Each Broker-Dealer shall submit in writing to the Auction Agent
prior to the Submission Deadline on each Auction Date all Orders for
Preferred Shares of a series subject to an Auction on such Auction Date
obtained by such Broker-Dealer, designating itself (unless otherwise
permitted by the Trust) as an Existing Holder in respect of shares subject
to Orders submitted or deemed submitted to it by Beneficial Owners and as a
Potential Holder in respect of shares subject to Orders submitted to it by
Potential Beneficial Owners, and shall specify with respect to each Order
for such shares:
(i) the name of the Bidder placing such Order (which shall be
the Broker-Dealer unless otherwise permitted by the Trust);
(ii) the aggregate number of shares of such series that are the
subject of such Order;
(iii) to the extent that such Bidder is an Existing Holder of
shares of such series:
(A) the number of shares, if any, of such series subject
to any Hold Order of such Existing Holder;
(B) the number of shares, if any, of such series subject
to any Bid of such Existing Holder and the rate specified in such
Bid; and
(C) the number of shares, if any, of such series subject
to any Sell Order of such Existing Holder; and
(iv) to the extent such Bidder is a Potential Holder of shares
of such series, the rate and number of shares of such series specified
in such Potential Holder's Bid.
D-77
(b) If any rate specified in any Bid contains more than three figures
to the right of the decimal point, the Auction Agent shall round such rate
up to the next highest one thousandth (.001) of 1%.
(c) If an Order or Orders covering all of the outstanding Preferred
Shares of a series held by any Existing Holder is not submitted to the
Auction Agent prior to the Submission Deadline, the Auction Agent shall
deem a Hold Order to have been submitted by or on behalf of such Existing
Holder covering the number of Outstanding shares of such series held by
such Existing Holder and not subject to Orders submitted to the Auction
Agent; provided, however, that if an Order or Orders covering all of the
Outstanding shares of such series held by any Existing Holder is not
submitted to the Auction Agent prior to the Submission Deadline for an
Auction relating to a Special Rate Period consisting of more than 91 Rate
Period Days, the Auction Agent shall deem a Sell Order to have been
submitted by or on behalf of such Existing Holder covering the number of
Outstanding shares of such series held by such Existing Holder and not
subject to Orders submitted to the Auction Agent.
(d) If one or more Orders of an Existing Holder are submitted to the
Auction Agent covering in the aggregate more than the number of Outstanding
Preferred Shares of a series subject to an Auction held by such Existing
Holder, such Orders shall be considered valid in the following order of
priority:
(i) all Hold Orders for shares of such series shall be
considered valid, but only up to and including in the aggregate the
number of Outstanding shares of such series held by such Existing
Holder, and if the number of shares of such series subject to such
Hold Orders exceeds the number of Outstanding shares of such series
held by such Existing Holder, the number of shares subject to each
such Hold Order shall be reduced pro rata to cover the number of
Outstanding shares of such series held by such Existing Holder;
(ii) (A) any Bid for shares of such series shall be considered
valid up to and including the excess of the number of Outstanding
shares of such series held by such Existing Holder over the number of
shares of such series subject to any Hold Orders referred to in clause
(i) above;
(B) subject to subclause (A), if more than one Bid of an
Existing Holder for shares of such series is submitted to the Auction
Agent with the same rate and the number of Outstanding shares of such
series subject to such Bids is greater than such excess, such Bids
shall be considered valid up to and including the amount of such
excess, and the number of shares of such series subject to each Bid
with the same rate shall be reduced pro rata to cover the number of
shares of such series equal to such excess;
(C) subject to subclauses (A) and (B), if more than one
Bid of an Existing Holder for shares of such series is submitted to
the Auction Agent
D-78
with different rates, such Bids shall be considered valid in the
ascending order of their respective rates up to and including the
amount of such excess; and
(D) in any such event, the number, if any, of such
Outstanding shares of such series subject to any portion of Bids
considered not valid in whole or in part under this clause (ii)
shall be treated as the subject of a Bid for shares of such
series by or on behalf of a Potential Holder at the rate therein
specified; and
(iii) all Sell Orders for shares of such series shall be
considered valid up to and including the excess of the number of
Outstanding shares of such series held by such Existing Holder over
the sum of shares of such series subject to valid Hold Orders referred
to in clause (i) above and valid Bids referred to in clause (ii)
above.
(e) If more than one Bid for one or more shares of a series of
Preferred Shares is submitted to the Auction Agent by or on behalf of any
Potential Holder, each such Bid submitted shall be a separate Bid, with the
rate and number of shares therein specified.
(f) Any Order submitted by a Beneficial Owner or a Potential
Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction
Agent, prior to the Submission Deadline on any Auction Date, shall be
irrevocable.
3. DETERMINATION OF SUFFICIENT CLEARING BIDS, WINNING BID RATE AND APPLICABLE
RATE.
(a) Not earlier than the Submission Deadline on each Auction Date for
shares of a series of Preferred Shares, the Auction Agent shall assemble
all valid Orders submitted or deemed submitted to it by the Broker-Dealers
in respect of shares of such series (each such Order as submitted or deemed
submitted by a Broker-Dealer being hereinafter referred to individually as
a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as
the case may be, or as a "Submitted Order" and collectively as "Submitted
Hold Orders," "Submitted Bids" or "Submitted Sell Orders," as the case may
be, or as "Submitted Orders") and shall determine for such series:
(i) the excess of the number of Outstanding shares of such
series over the number of Outstanding shares of such series subject to
Submitted Hold Orders (such excess being hereinafter referred to as
the "Available Preferred Shares" of such series);
(ii) from the Submitted Orders for shares of such series
whether:
(A) the number of Outstanding shares of such series
subject to Submitted Bids of Potential Holders specifying one or
more rates equal to or lower than the Maximum Rate for shares of
such series;
exceeds or is equal to the sum of:
D-79
(B) the number of Outstanding shares of such series
subject to Submitted Bids of Existing Holders specifying one or
more rates higher than the Maximum Rate for shares of such
series; and
(C) the number of Outstanding shares of such series
subject to Submitted Sell Orders
(in the event such excess or such equality exists (other than because
the number of shares of such series in subclauses (B) and (C) above is
zero because all of the Outstanding shares of such series are subject
to Submitted Hold Orders), such Submitted Bids in subclause (A) above
being hereinafter referred to collectively as "Sufficient Clearing
Bids" for shares of such series); and
(iii) if Sufficient Clearing Bids for shares of such series
exist, the lowest rate specified in such Submitted Bids (the "Winning
Bid Rate" for shares of such series) which if:
(A) (I) each such Submitted Bid of Existing Holders
specifying the Winning Bid Rate and (II) all other such Submitted
Bids of Existing Holders specifying lower rates were rejected,
thus entitling such Existing Holders to continue to hold the
shares of such series that are subject to such Submitted Bids;
and
(B) (I) each such Submitted Bid of Potential Holders
specifying the Winning Bid Rate and (II) all other such Submitted
Bids of Potential Holders specifying lower rates were accepted;
would result in such Existing Holders described in subclause (A) above
continuing to hold an aggregate number of Outstanding shares of such
series which, when added to the number of Outstanding shares of such
series to be purchased by such Potential Holders described in
subclause (B) above, would equal not less than the Available Preferred
Shares of such series.
(b) Promptly after the Auction Agent has made the determinations
pursuant to paragraph 3(a) of this Part II, the Auction Agent shall advise
the Trust of the Maximum Rate for shares of the series of Preferred Shares
for which an Auction is being held on the Auction Date and, based on such
determination, the Applicable Rate for shares of such series for the next
succeeding Rate Period thereof as follows:
(i) if Sufficient Clearing Bids for shares of such series
exist, that the Applicable Rate for all shares of such series for the
next succeeding Rate Period thereof shall be equal to the Winning Bid
Rate for shares of such series so determined;
(ii) if Sufficient Clearing Bids for shares of such series do
not exist (other than because all of the Outstanding shares of such
series are subject to
D-80
Submitted Hold Orders), that the Applicable Rate for all shares of
such series for the next succeeding Rate Period thereof shall be equal
to the Maximum Rate for shares of such series; or
(iii) if all of the Outstanding shares of such series are
subject to Submitted Hold Orders, that the Rate Period next succeeding
the Auction shall automatically be the same length as the immediately
preceding Rate Period and the Applicable Rate for all shares of such
series for the next succeeding Rate Period thereof shall be 90% of the
applicable Reference Rate.
4. ACCEPTANCE AND REJECTION OF SUBMITTED BIDS AND SUBMITTED SELL ORDERS AND
ALLOCATION OF SHARES.
Existing Holders shall continue to hold the Preferred Shares that are
subject to Submitted Hold Orders, and, based on the determinations made pursuant
to paragraph 3(a) of this Part II, the Submitted Bids and Submitted Sell Orders
shall be accepted or rejected by the Auction Agent and the Auction Agent shall
take such other action as set forth below:
(a) If Sufficient Clearing Bids for shares of a series of Preferred
Shares have been made, all Submitted Sell Orders with respect to shares of
such series shall be accepted and, subject to the provisions of paragraphs
4(d) and 4(e) of this Part II, Submitted Bids with respect to shares of
such series shall be accepted or rejected as follows in the following order
of priority and all other Submitted Bids with respect to shares of such
series shall be rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is higher than the Winning Bid Rate for
shares of such series shall be accepted, thus requiring each such
Existing Holder to sell the Preferred Shares subject to such Submitted
Bids;
(ii) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is lower than the Winning Bid Rate for shares
of such series shall be rejected, thus entitling each such Existing
Holder to continue to hold the Preferred Shares subject to such
Submitted Bids;
(iii) Potential Holders' Submitted Bids for shares of such
series specifying any rate that is lower than the Winning Bid Rate for
shares of such series shall be accepted;
(iv) each Existing Holder's Submitted Bid for shares of such
series specifying a rate that is equal to the Winning Bid Rate for
shares of such series shall be rejected, thus entitling such Existing
Holder to continue to hold the Preferred Shares subject to such
Submitted Bid, unless the number of Outstanding Preferred Shares
subject to all such Submitted Bids shall be greater than the number of
Preferred Shares ("remaining shares") equal to the excess of the
Available Preferred Shares of such series over the number of Preferred
Shares
D-81
subject to Submitted Bids described in clauses (ii) and (iii) of this
paragraph 4(a), in which event such Submitted Bid of such Existing
Holder shall be rejected in part, and such Existing Holder shall be
entitled to continue to hold Preferred Shares subject to such
Submitted Bid, but only in an amount equal to the number of Preferred
Shares of such series obtained by multiplying the number of remaining
shares by a fraction, the numerator of which shall be the number of
Outstanding Preferred Shares held by such Existing Holder subject to
such Submitted Bid and the denominator of which shall be the aggregate
number of Outstanding Preferred Shares subject to such Submitted Bids
made by all such Existing Holders that specified a rate equal to the
Winning Bid Rate for shares of such series; and
(v) each Potential Holder's Submitted Bid for shares of such
series specifying a rate that is equal to the Winning Bid Rate for
shares of such series shall be accepted but only in an amount equal to
the number of shares of such series obtained by multiplying the number
of shares in the excess of the Available Preferred Shares of such
series over the number of Preferred Shares subject to Submitted Bids
described in clauses (ii) through (iv) of this paragraph 4(a) by a
fraction, the numerator of which shall be the number of Outstanding
Preferred Shares subject to such Submitted Bid and the denominator of
which shall be the aggregate number of Outstanding Preferred Shares
subject to such Submitted Bids made by all such Potential Holders that
specified a rate equal to the Winning Bid Rate for shares of such
series.
(b) If Sufficient Clearing Bids for shares of a series of Preferred
Shares have not been made (other than because all of the Outstanding shares
of such series are subject to Submitted Hold Orders), subject to the
provisions of paragraph 4(d) of this Part II, Submitted Orders for shares
of such series shall be accepted or rejected as follows in the following
order of priority and all other Submitted Bids for shares of such series
shall be rejected:
(i) Existing Holders' Submitted Bids for shares of such series
specifying any rate that is equal to or lower than the Maximum Rate
for shares of such series shall be rejected, thus entitling such
Existing Holders to continue to hold the Preferred Shares subject to
such Submitted Bids;
(ii) Potential Holders' Submitted Bids for shares of such
series specifying any rate that is equal to or lower than the Maximum
Rate for shares of such series shall be accepted; and
(iii) Each Existing Holder's Submitted Bid for shares of such
series specifying any rate that is higher than the Maximum Rate for
shares of such series and the Submitted Sell Orders for shares of such
series of each Existing Holder shall be accepted, thus entitling each
Existing Holder that submitted or on whose behalf was submitted any
such Submitted Bid or Submitted Sell Order to sell the
D-82
shares of such series subject to such Submitted Bid or Submitted Sell
Order, but in both cases only in an amount equal to the number of
shares of such series obtained by multiplying the number of shares of
such series subject to Submitted Bids described in clause (ii) of this
paragraph (b) by a fraction, the numerator of which shall be the
number of Outstanding shares of such series held by such Existing
Holder subject to such Submitted Bid or Submitted Sell Order and the
denominator of which shall be the aggregate number of Outstanding
shares of such series subject to all such Submitted Bids and Submitted
Sell Orders.
(c) If all of the Outstanding shares of a series of Preferred Shares
are subject to Submitted Hold Orders, all Submitted Bids for shares of such
series shall be rejected.
(d) If, as a result of the procedures described in clause (iv) or (v)
of paragraph 4(a) or clause (iii) of paragraph 4(b) of this Part II, any
Existing Holder would be entitled or required to sell, or any Potential
Holder would be entitled or required to purchase, a fraction of a share of
a series of Preferred Shares on any Auction Date, the Auction Agent shall,
in such manner as it shall determine in its sole discretion, round up or
down the number of Preferred Shares of such series to be purchased or sold
by any Existing Holder or Potential Holder on such Auction Date as a result
of such procedures so that the number of shares so purchased or sold by
each Existing Holder or Potential Holder on such Auction Date shall be
whole Preferred Shares.
(e) If, as a result of the procedures described in clause (v) of
paragraph 4(a) of this Part II, any Potential Holder would be entitled or
required to purchase less than a whole share of a series of Preferred
Shares on any Auction Date, the Auction Agent shall, in such manner as it
shall determine in its sole discretion, allocate Preferred Shares of such
series for purchase among Potential Holders so that only whole shares of
Preferred Shares of such series are purchased on such Auction Date as a
result of such procedures by any Potential Holder, even if such allocation
results in one or more Potential Holders not purchasing Preferred Shares of
such series on such Auction Date.
(f) Based on the results of each Auction for shares of a series of
Preferred Shares, the Auction Agent shall determine the aggregate number of
shares of such series to be purchased and the aggregate number of shares of
such series to be sold by Potential Holders and Existing Holders and, with
respect to each Potential Holder and Existing Holder, to the extent that
such aggregate number of shares to be purchased and such aggregate number
of shares to be sold differ, determine to which other Potential Holder(s)
or Existing Holder(s) they shall deliver, or from which other Potential
Holder(s) or Existing Holder(s) they shall receive, as the case may be,
Preferred Shares of such series. Notwithstanding any provision of the
Auction Procedures to the contrary, in the event an Existing Holder or
Beneficial Owner of a series of Preferred Shares with respect to whom a
Broker-Dealer submitted a Bid to the Auction Agent for such shares that was
accepted in whole or in part, or submitted or is deemed to have submitted a
Sell Order for such shares that was accepted in whole or in part, fails to
instruct its Agent Member to deliver such shares against payment therefor,
partial deliveries of Preferred
D-83
Shares that have been made in respect of Potential Holders' or Potential
Beneficial Owners' submitted Bids for shares of such series that have been
accepted in whole or in part shall constitute good delivery to such
Potential Holders and Potential Beneficial Owners.
(g) Neither the Trust nor the Auction Agent nor any affiliate of
either shall have any responsibility or liability with respect to the
failure of an Existing Holder, a Potential Holder, a Beneficial Owner, a
Potential Beneficial Owner or its respective Agent Member to deliver
Preferred Shares of any series or to pay for Preferred Shares of any series
sold or purchased pursuant to the Auction Procedures or otherwise.
5. FORCE MAJEURE.
(a) Notwithstanding anything else set forth herein, if an Auction
Date is not a Business Day because the New York Stock Exchange is closed
for business due to an act of God, natural disaster, act of war, civil or
military disturbance, act of terrorism, sabotage, riots or a loss or
malfunction of utilities or communications services, or if the Auction
Agent is not able to conduct an Auction in accordance with the Auction
Procedures for any such reason, then the Applicable Rate for the next Rate
Period shall be the Applicable Rate determined on the previous Auction
Date.
(b) Notwithstanding anything else set forth herein, if a Dividend
Payment Date is not a Business Day because the New York Stock Exchange is
closed for business due to an act of God, natural disaster, act of war,
civil or military disturbance, act of terrorism, sabotage, riots or a loss
or malfunction of utilities or communications services, or if the dividend
payable on such date cannot be paid for any such reason, then:
(i) The Dividend Payment Date for the affected Dividend Period
shall be the next Business Day on which the Trust and the Auction
Agent are able to cause the dividend to be paid using commercially
reasonable best efforts;
(ii) The affected Dividend Period shall end on the day it would
have ended had such event not occurred and the Dividend Payment Date
had remained the scheduled date; and
(iii) The next Dividend Period will begin and end on the dates
on which it would have begun and ended had such event not occurred and
the Dividend Payment Date remained the scheduled date.
6. AUCTION AGENT.
For so long as any Preferred Shares are outstanding, the Auction Agent,
duly appointed by the Trust to so act, shall be in each case a commercial bank,
trust company or other institution independent of the Trust and its affiliates
(which, however, may engage or have engaged in business transactions with the
Trust or its affiliates), and at no time shall the Trust or any of its
affiliates act as the Auction Agent in connection with the Auction Procedures.
If the Auction
D-84
Agent resigns or for any reason its appointment is terminated during any period
that any Preferred Shares are outstanding, the Trustees shall attempt to appoint
another qualified commercial bank, trust company or institution to act as the
Auction Agent. The Auction Agent's registry of Existing Holders of a series of
Preferred Shares shall be conclusive and binding on the Broker-Dealers. A
Broker-Dealer may inquire of the Auction Agent between 3:00 p.m. on the Business
Day preceding an Auction for a series of Preferred Shares and 9:30 a.m. on the
Auction Date for such Auction to ascertain the number of shares of such series
in respect of which the Auction Agent has determined such Broker-Dealer to be an
Existing Holder. If such Broker-Dealer believes it is the Existing Holder of
fewer shares of such series than specified by the Auction Agent in response to
such Broker-Dealer's inquiry, such Broker-Dealer may so inform the Auction Agent
of that belief. Such Broker-Dealer shall not, in its capacity as Existing Holder
of shares of such series, submit Orders in such Auction in respect of shares of
such series covering in the aggregate more than the number of shares of such
series specified by the Auction Agent in response to such Broker-Dealer's
inquiry.
7. TRANSFER OF PREFERRED SHARES.
Unless otherwise permitted by the Trust, a Beneficial Owner or an Existing
Holder may sell, transfer or otherwise dispose of Preferred Shares only in whole
shares and only pursuant to a Bid or Sell Order placed with the Auction Agent in
accordance with the procedures described in this Part II or to a Broker-Dealer;
provided, however, that (a) a sale, transfer or other disposition of Preferred
Shares from a customer of a Broker-Dealer who is listed on the records of that
Broker-Dealer as the holder of such shares to that Broker-Dealer or another
customer of that Broker-Dealer shall not be deemed to be a sale, transfer or
other disposition for purposes of this paragraph 7 if such Broker-Dealer remains
the Existing Holder of the shares so sold, transferred or disposed of
immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other Person,
if permitted by the Trust) to whom such transfer is made shall advise the
Auction Agent of such transfer.
8. GLOBAL CERTIFICATE.
Prior to the commencement of a Voting Period, (i) all of the shares of a
series of Preferred Shares outstanding from time to time shall be represented by
one global certificate registered in the name of the Securities Depository or
its nominee and (ii) no registration of transfer of shares of a series of
Preferred Shares shall be made on the books of the Trust to any Person other
than the Securities Depository or its nominee.
D-85
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Included in Part A: Not applicable.
Included in Part B: Financial Statements.
Unaudited Statement of Assets and Liabilities as of April 16, 2004.
Unaudited Statement of Operations for the Period February 27, 2004
through April 16, 2004.
Unaudited Statement of Change in Net Assets for the Period February 27,
2004 through April 16, 2004.
Unaudited Statement of Cash Flows for the Period February 27, 2004
through April 16, 2004.
Unaudited Schedule of Investments as of April 16, 2004.
Unaudited Financial Highlights for the Period February 27, 2004 through
April 16, 2004.
Unaudited Notes to Financial Statements as of April 16, 2004.
The Registrant's audited Statement of Assets and Liabilities dated as of
February 10, 2004 and Statement of Operations for the one-day period
ending February 10, 2004, including notes thereto and the report of
PricewaterhouseCoopers LLP thereon, are incorporated by reference into
Part B from the Statement of Additional Information dated February 24,
2004 for the offering of the Registrant's common shares, which was filed
with the SEC on February 25, 2004 (File No. 333-111316).
2. Exhibits:
a. Agreement and Declaration of Trust dated October 27, 2003. (1)
b.1 Bylaws of Registrant dated October 27, 2003. (2)
b.2 Amended and Restated Bylaws of Registrant, filed herewith.
c. None.
d.1 Article III (Shares) and Article V (Shareholders' Voting Powers and
Meetings) of the Agreement and Declaration of Trust. (1)
d.2 Article 10 (Shareholders' Voting Powers and Meetings) of the Bylaws of
Registrant. (2)
1
d.3 Specimen Certificates representing Registrant's Taxable Auction Market
Preferred Shares of beneficial interest ("AMPS"), filed herewith.
e. Terms and Conditions of Dividend Reinvestment Plan. (3)
f. None.
g.1 Form of Investment Advisory Agreement between Registrant and Claymore
Advisors, LLC ("Claymore Advisors"). (3)
g.2 Form of Investment Management Agreement between Claymore Advisors and
Western Asset Management Company ("Western Asset"). (3)
h.1 Form of Underwriting Agreement for the AMPS, filed herewith.
h.2 Form of Expense Reimbursement and Underwriter Participation Agreement
among the Registrant, Western Asset, Claymore Advisors and Claymore
Securities, Inc. ("Claymore Securities"). (3)
i. None.
j. Form of Custodian Agreement between Registrant and State Street Bank and
Trust Company. (3)
k.1 Form of Transfer Agency and Service Agreement among Registrant, EquiServe
Trust Company, N.A. and EquiServe, Inc. (3)
k.2 Form of Administrative Services Agreement between Registrant and Legg
Mason Fund Adviser, Inc. (3)
k.3 Form of Auction Agency Agreement between the Registrant and the Auction
Agent as to the Registrant's AMPS, filed herewith.
k.4 Form of Broker-Dealer Agreement as to the Registrant's AMPS, filed
herewith.
k.5 Form of Depository Trust Company Representations Letter as to the
Registrant's AMPS, filed herewith.
k.6 Form of Financial Administration Agreement among the Registrant, State
Street Bank and Trust Company and Legg Mason Fund Adviser, Inc. as to the
Registrant's AMPS.(4)
k.7 Form of Preferred Shares Indemnification Agreement among the
Registrant, Western Asset, Claymore Advisors and Claymore Securities,
filed herewith.
l. Opinion and consent of Ropes & Gray LLP as to the Registrant's AMPS,
filed herewith.
m. None.
n. Consent of PricewaterhouseCoopers LLP.(4)
o. None.
2
p. Subscription Agreement of Western Asset. (3)
q. None.
r.1 Code of Ethics of Registrant and Western Asset. (2)
r.2 Code of Ethics of Claymore Advisors and Claymore Securities. (2)
r.3 Code of Ethics of Legg Mason Wood Walker, Incorporated. (2)
s.1 Power of Attorney for each of Mr. Dalmaso, Mr. Erichsen, Mr. Nyberg, Mr.
Toupin, Mr. Kohn, Mr. McShea, Ms. Karpinski, Ms. Morris and Mr. Hill,
dated March 8, 2004. (5)
s.2 Power of attorney for Mr. Sarhaddi, dated May 4, 2004, filed herewith.
----------
(1) Incorporated by reference to the Registrant's initial Registration
Statement on Form N-2, File No. 333-111316, filed on December 18,
2003.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's initial Registration Statement on Form N-2, File No.
333-111316, filed on January 27, 2004.
(3) Incorporated by reference to Pre-Effective Amendment No. 2 to the
Registrant's initial Registration Statement on Form N-2, File No.
333-111316, filed on February 24, 2004.
(4) Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registrant's initial Registration Statement on Form N-2 of
Registrant's AMPS, File No. 333-113551, filed on May 3, 2004.
(5) Incorporated by reference to the Registrant's initial Registration
Statement on Form N-2 of Registrant's AMPS, File No. 333-113551,
filed on March 12, 2004.
Item 25: Marketing Arrangements
See Exhibit h of this Registration Statement, including Sections 2,
3(a)(xi), 3(b), 6, 7 and 10, to be filed by amendment.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 51,947*
Printing and engraving expenses $ 50,000*
Legal fees $ 200,000*
Moody's registration fee $ 85,000*
Fitch Rating's registration fee $ 85,000*
Accounting expenses $ 30,000*
---------
Total $ 501,947*
* Estimated expenses.
3
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At April 16, 2004
TITLE OF CLASS NUMBER OF RECORD HOLDERS
-------------- ------------------------
Preferred Shares, no par value 0
Common Shares, no par value 66
Item 29: Indemnification
Reference is made to Article VIII, Sections 1 through 4, of the
Registrant's Agreement and Declaration of Trust, to Section 6(b) of the
Expense Reimbursement and Underwriter Participation Agreement, and to Section
5(b) of the Preferred Shares Indemnification Agreement each of which is
incorporated by reference herein.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to the
Registrant's Agreement and Declaration of Trust, its Bylaws or otherwise, the
Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is 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 trustees, officers or controlling
persons of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustees, officers or controlling persons 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 against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 30: Business and Other Connections of Investment Adviser and Investment
Manager
Claymore Advisors is an investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940. The following is
a list of other substantial business activities in which directors, officers or
partners of Claymore Advisors have been engaged as director, officer, employee,
partner or trustee.
Nicholas Dalmaso Senior Managing Director and General Counsel, Claymore Advisors, LLC
Manager, Claymore Fund Management Company, LLC
Member, Claymore Group, LLC
Senior Managing Director and General Counsel, Claymore Securities, Inc.
4
Anthony J. Dileonardi Senior Managing Director, Distribution, Claymore Advisors, LLC
Member, Claymore Group, LLC
Senior Managing Director, Claymore Securities, Inc.
David C. Hooten Chief Executive Officer, Claymore Advisors, LLC
Member, Claymore Group, LLC
Chief Executive Officer and Director, Claymore Securities, Inc.
Charles G. Millington Senior Managing Director, Chief Financial Officer & Chief
Operating Officer, Claymore Advisors, LLC
Member, Claymore Group, LLC
Senior Managing Director, Chief Financial Officer & Chief
Operating Officer, Claymore Securities, Inc.
Michael J. Rigert President, Claymore Advisors, LLC
Member, Claymore Group, LLC
President, Claymore Securities, Inc.
Western Asset is an investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940. The following is
a list of other substantial business activities in which directors, officers or
partners of Western Asset have been engaged as director, officer, employee,
partner or trustee.
Bruce D. Alberts Chief Financial Officer, Western Asset
Peter L. Bain Director, Western Asset
Director, Barrett
Director, Bartlett
Director, Berkshire
Manager, Brandywine
Director, LMAM
Director, LMFC
Executive Vice President, LMI
Director, LML
Director, LMP
Director, LMRES
Director, LMT
Director, PCM
Manager, President and CEO, PCMH
Manager, Royce
James W. Hirschmann III President, CEO and Director, Western Asset
Managing Director and Director, WAML
Gavin L. James Director of Global Client Services, Western Asset
5
S. Kenneth Leech Chief Investment Officer, Western Asset
Director, WAML
Gregory B. McShea Secretary and Head of Compliance, Western Asset
Edward A. Taber III Director, Western Asset
Executive Vice President, LMI
Manager, Brandywine
Director, Batterymarch
Director, LMCM
Director, WAML
Director, LMREI
Director, LMFA
Director, LMAM
Director, LM Canada
Stephen A. Walsh Deputy Chief Investment Officer, Western Asset
Addresses for Item 30:
Barrett Associates, Inc. ("Barrett")
565 Fifth Avenue
New York, NY 10017
Bartlett & Co. ("Bartlett")
36 East Fourth Street
Cincinnati, OH 45202
Batterymarch Financial Management, Inc. ("Batterymarch")
200 Clarendon Street
Boston, MA 02116
Berkshire Asset Management, Inc. ("Berkshire")
46 Public Square, Suite 700
Wilkes-Barre, PA 18701
Brandywine Asset Management, LLC ("Brandywine")
Three Christina Centre, Suite 1200
201 North Walnut Street
Wilmington, DE 19801
Claymore Advisors, LLC
210 N. Hale Street
Wheaton, IL 06187
Claymore Fund Management Company, LLC
6
210 N. Hale Street
Wheaton, IL 06187
Claymore Group, LLC
210 N. Hale Street
Wheaton, IL 06187
Claymore Securities, Inc.
210 N. Hale Street
Wheaton, IL 06187
Legg Mason Asset Management (Asia) Pte. Ltd ("LMAM")
Three Temasek Avenue, # 10-02, Centennial Tower
Singapore 039190
Legg Mason Canada, Inc. ("LM Canada")
Box 9, Suite 1400
320 Bay Street
Toronto, Ontario M5H 4A6
Legg Mason Capital Management, Inc. ("LMCM")
100 Light Street
Baltimore, MD 21202
Legg Mason Focus Capital, Inc. ("LMFC")
Two Town Center, Suite 200
Bryn Mawr, PA 19010
Legg Mason Fund Adviser, Inc. ("LMFA")
100 Light Street
Baltimore, MD 21202
Legg Mason, Inc. ("LMI")
100 Light Street
Baltimore, MD 21202
Legg Mason Limited ("LML")
155 Bishopsgate
London EC2M 3XG
England
Legg Mason Properties, Inc. ("LMP")
100 Light Street
Baltimore, Maryland 21202
Legg Mason Real Estate Investors, Inc. ("LMREI")
7
100 Light Street
Baltimore, MD 21202
Legg Mason Real Estate Services, Inc. ("LMRES")
Mellon Bank Center, 12th Floor
1735 Market Street
Philadelphia, PA 19103
Legg Mason Trust, fsb ("LMT")
100 Light Street
Baltimore, MD 21202
PCM Holdings, Inc. ("PCM")
8889 Pelican Bay Boulevard, Suite 500
Naples, FL 34108-7512
PCM Holdings II, LLC ("PCMH")
8889 Pelican Bay Boulevard, Suite 500
Naples, FL 34108-7512
Royce & Associates, LLC ("Royce")
1414 Avenue of the Americas
New York, NY 10019
Western Asset Management Company ("Western Asset")
385 East Colorado Boulevard
Pasadena, CA 91101
Western Asset Management Company Limited ("WAML")
155 Bishopsgate
London EC2M 3XG England
Item 31: Location of Accounts and Records
The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of
1940 and the Rules thereunder will be maintained at the offices of State
Street Bank and Trust Company, 150 Newport Avenue, AFB/4N, North Quincy,
Massachusetts 02171, Legg Mason Fund Adviser, Inc., 100 Light Street,
Baltimore, Maryland 21202 and/or EquiServe Trust Company, N.A., 150
Royall Street, Canton, Massachusetts 02021.
Item 32: Management Services
Not applicable.
8
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its AMPS until it
amends the prospectus filed herewith if (1) subsequent to the effective date of
its registration statement, the net asset value declines more than 10 percent
from its net asset value as of the effective date of the registration statement
or (2) the net asset value increases to an amount greater than its net proceeds
as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act of 1933 shall be deemed to be part of
this registration statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
9
Notice
A copy of the Agreement and Declaration of Trust of Western
Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2 (the
"Trust"), together with all amendments thereto, is on file with the Secretary of
the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trust by any officer or trustee of the
Trust as an officer or trustee and not individually and that the obligations of
or arising out of this instrument are not binding upon any of the Trustees of
the Trust or shareholders of the Trust individually, but are binding only upon
the assets and property of the Trust.
10
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pasadena, and State of California on the 5th day of
May, 2004.
WESTERN ASSET/CLAYMORE U.S. TREASURY
INFLATION PROTECTED SECURITIES FUND 2
By: /s/ Randolph L. Kohn*
-----------------------------------
Randolph L. Kohn
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME CAPACITY DATE
---- -------- ----
/s/ Randolph L. Kohn* President and Trustee May 5, 2004
--------------------------------------
Randolph L. Kohn
/s/ Peter Erichsen* Trustee May 5, 2004
--------------------------------------
Peter Erichsen
/s/ Ronald Nyberg* Trustee May 5, 2004
--------------------------------------
Ronald Nyberg
/s/ Ronald E. Toupin* Trustee May 5, 2004
--------------------------------------
Ronald E. Toupin
/s/ Nicholas Dalmaso* Trustee May 5, 2004
--------------------------------------
Nicholas Dalmaso
/s/ Marie K. Karpinski* Treasurer and Principal May 5, 2004
-------------------------------------- Financial and Accounting
Marie K. Karpinski Officer
/s/ Erin K Morris* Assistant Treasurer May 5, 2004
--------------------------------------
Erin K. Morris
/s/ Steven M. Hill* Assistant Treasurer May 5, 2004
--------------------------------------
Steven M. Hill
/s/ Richard Sarhaddi* Assistant Secretary May 5, 2004
--------------------------------------
Richard Sarhaddi
11
*By: /s/ Gregory B. McShea
------------------------------
Gregory B. McShea
Attorney-In-Fact
Date: May 5, 2004
12
INDEX TO EXHIBITS
EXHIBIT EXHIBIT NAME
------- ------------
b.2 Amended and Restated Bylaws of Registrant.
d.3 Specimen Certificates representing Registrant's AMPS.
h.1 Form of Underwriting Agreement for the AMPS.
k.3 Form of Auction Agency Agreement between the Registrant and the Auction
Agent as to the Registrant's AMPS.
k.4 Form of Broker-Dealer Agreement as to the Registrant's AMPS.
k.5 Form of Depository Trust Company Representations Letter as to the
Registrant's AMPS.
k.7 Form of Preferred Shares Indemnification Agreement among the
Registrant, Western Asset, Claymore Advisors and Claymore Securities.
l. Opinion and consent of Ropes & Gray LLP as to the Registrant's AMPS.
s.2 Power of attorney for Mr. Sarhaddi, dated May 4, 2004.