LEGG MASON GLOBAL FUNDS PLC Riverside Two, Sir John Rogerson s Quay, Grand Canal Dock, Dublin 2, Ireland

Transcription

1 LEGG MASON GLOBAL FUNDS PLC Riverside Two, Sir John Rogerson s Quay, Grand Canal Dock, Dublin 2, Ireland 7 January 2015 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE. If you have sold or transferred all of your Shares in Legg Mason Western Asset Diversified Strategic Income Fund, a sub-fund of Legg Mason Global Funds plc, an investment company with variable capital incorporated with limited liability in Ireland (the Company ), please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. Capitalised terms used herein shall bear the same meaning as capitalised terms used in the Prospectus of the Company dated 30 June 2014, as supplemented on 29 September 2014 (the Prospectus ). Copies of the Prospectus, the Articles of Association and the annual and semiannual reports of the Company are available free of charge upon request during normal business hours from your distributor or the local representative or paying agent as listed in Schedule A. Please note that the Central Bank of Ireland has not reviewed this letter. The Directors of the Company accept full responsibility for the accuracy of the information contained in this notice and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement misleading. To the Shareholders in:- Legg Mason Western Asset Diversified Strategic Income Fund (the Fund ) Dear Shareholder, We are writing to propose material changes to the investment policies of the Fund, to enable the Fund to focus on investing in short duration, high yielding bonds. If these changes are approved, then we intend to change the Fund s name to the Legg Mason Western Asset Short Duration High Income Bond Fund. We believe that these proposed changes will give the Fund a better opportunity to fulfil its investment objective which is to achieve a high level of current income and will make the Fund more attractive to new investors. The Fund is currently limited to investing a maximum of 35 per cent of its Net Asset Value in high yielding, lower rated bonds. We propose changing the Fund s investment policies to require the Fund to invest a minimum of 80 per cent of its Net Asset Value in such bonds. The increased allocation to high yielding bonds has the potential to increase the income generated by the Fund. According to its current investment policies, the Fund is not restricted to investing in bonds of any particular duration. Duration is a measure of the expected life of a bond on a present value basis. We are proposing to add language to provide that it is expected that the Fund will maintain an average portfolio duration of between zero and three years depending on the Sub-Investment Managers forecast for interest rates and yields. The Fund will continue to be able to invest in individual Registered Office: as above Company Registration Number: An umbrella fund with segregated liability between sub-funds Directors: Brian Collins, Joseph Keane, Joseph LaRocque (U.S.A.), Robert Shearman (U.K.)

2 securities of any duration. A shorter portfolio duration will make the Fund less sensitive to future interest rate increases, should they occur. The attached notice includes a copy of the proposed resolution and full clean and marked versions of the proposed revised investment policies. You should consider the revised policies carefully, as they include changes not specifically mentioned in this letter. If the proposed investment policies are approved, although interest rate risk should generally decrease, the Fund will likely have more exposure to credit risk, which is the risk that it will not receive payments on the bonds it purchases. This is due to the fact that the Fund will more heavily invested in lower rated securities. Such lower rated securities may also be more difficult to sell, especially during times of market stress. Because the effect of the above changes, collectively, is material, the Shareholders of the Fund must vote whether to approve the changes, as required under paragraph 22 of the Central Bank of Ireland UCITS Notice 5.4. Notice of Meeting You will find attached a notice of an Extraordinary General Meeting ( EGM ) of the Fund which will be held at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland at 11:30 am (Irish time) on 25 February At the EGM, Shareholders will be asked to pass a resolution to approve the above changes to the investment policies. The resolution is an ordinary resolution and requires the approval of the Shareholders by way of a simple majority. This means that at least 50 per cent of the Shareholders present and voting in person or by proxy must vote in favour of the resolution for it to pass. Please note that the revisions to the investment policies are subject to further review by the Central Bank of Ireland (the Central Bank ). Should the Central Bank require further material amendments to the proposed revised investment policies, such amendments shall be brought to the attention of Shareholders at least 21 days prior to the date of the meeting and any revised meeting date shall be notified to Shareholders at that time. Proxy Form The form of proxy for the EGM is also enclosed. This form should be completed and returned in accordance with the instructions thereon, so as to be received by the Administrator as soon as possible and in any event not later than 48 hours before the time fixed for the holding of the meeting. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the EGM. Costs of the EGM The costs and expenses incurred which arise from or are incidental to the EGM will be borne by the Fund, including legal and administrative costs. Such costs are estimated to be US$16,500 and will be charged to the Fund. Actual costs may be higher or lower. Conclusion We believe that these changes are in the best interests of Shareholders as a whole and recommend that you vote to approve them. You will be notified of the outcome of the EGM on the website of the Irish Stock Exchange. If approved, these changes will take effect when the Prospectus is next revised, which is scheduled to occur sometime during the second quarter of 2015 as separately notified to Shareholders.

3 Should you have any questions relating to these matters, you should either contact us at the above address or alternatively you should contact your investment consultant. For Singapore investors: For Singapore shareholders investing through a distributor or other intermediary, instead of returning completed proxies to the Administrator, you will need to return the completed proxy form, either by post or by fax (or in any other method stipulated by your distributor or other intermediary) to your distributor or other intermediary no later than 5 p.m. (Singapore time) on 16 February Please feel free to contact the client service staff of Legg Mason Asset Management Singapore Pte. Limited (Registration Number (UEN): R) at telephone number (65) , or its authorised distributors, should you have any questions or concerns. Yours sincerely, Joseph LaRocque Director For and on behalf of Legg Mason Global Funds plc

4 FOR SWISS INVESTORS: REPRESENTATIVE AGENT First Independent Fund Services Ltd Klausstrasse 33 CH 8008 Zurich, Switzerland PAYING AGENT NPB Private Bank Ltd. Limmatquai 1/am Bellevue CH-8022 Zurich, Switzerland FOR UNITED KINGDOM INVESTORS: FACILITIES AGENT Legg Mason Investments (Europe) Limited 201 Bishopsgate London EC2M 3AB, United Kingdom FOR GERMAN INVESTORS: PAYING AND INFORMATION AGENT Marcard, Stein & Co. AG Ballindamm Hamburg, Germany FOR FRENCH INVESTORS: CENTRALISING CORRESPONDENT PAYING AGENT CACEIS Bank 1/3, Place Valhubert Paris, France FOR BELGIAN INVESTORS: PAYING AGENT JP Morgan Chase Bank, Brussels Branch Boulevard de Roi Albert II, 1210 Brussels, RC Brussels 626,253 FOR LUXEMBOURG INVESTORS: PAYING AGENT J.P. Morgan Bank Luxembourg S.A. European Bank & Business Centre 6, Route de Treves Schedule A Paying Agents and Local Representatives AND L-2338 Senningerberg, Grand Duchy of Luxembourg FOR SWEDISH INVESTORS: PAYING AGENT Skandinaviska Enskilda Banken AB (publ) Sergels Torg 2, SE Stockholm, Sweden FOR AUSTRIAN INVESTORS: PAYING AGENT UniCredit Bank Austria AG Schottengasse Vienna, Austria FOR SPANISH INVESTORS: REPRESENTATIVE AGENT Allfunds Bank, S.A. Calle Estafeta, 6 (La Moraleja) Edificio 3 Complejo Plaza de la Fuente Alcobendas Madrid, Spain FOR ITALIAN INVESTORS: CORRESPONDENT BANK BNP Paribas Securities Services (Milan) Via Ansperto 5, Milan Italy PAYING AGENT AND INVESTOR RELATIONS MANAGER Allfunds Bank S.A. Estafeta, 6 (La Moraleja) Complejo Plaza de la Fuente Edificio 3 C.P Alocbendas, Madrid Spain FOR SINGAPORE INVESTORS: REPRESENTATIVE AGENT Legg Mason Asset Management Singapore Pte. Limited 1 George Street, # Singapore

5 FOR TAIWAN INVESTORS: MASTER AGENT Legg Mason Investments (Taiwan) Ltd. 55th Floor-1, Taipei 101 Tower No. 7 Xin Yi Road Section 5, Taipei, 110 Taiwan FOR GREEK INVESTORS: PAYING AND REPRESENTATIVE AGENT Citibank International plc Greece Branch 54 Sygrou Avenue Athens, Greece

6 Legg Mason Global Funds plc An investment company with variable capital incorporated with limited liability in Ireland and operating as an umbrella fund with segregated liability between sub-funds (the Company ) Legg Mason Western Asset Diversified Strategic Income Fund (the Fund ) IMPORTANT: This notice requires your immediate attention. If you are in any doubt as to the action you should take you should seek advice from your stockholder, bank manager, solicitor, tax adviser, accountant or other independent financial adviser. If you have sold or transferred all your shares in the Fund, please forward this document and the accompanying proxy form to the purchaser or transferee, or to the stock broker, bank manager or other agent through whom the sale or transfer was effected. The directors of the Company (the Directors ) accept responsibility for the accuracy of the information contained in this notice. Notice of Extraordinary General Meeting of the Fund Notice is hereby given that the Extraordinary General Meeting of the Fund will be held at 11:30 am (Irish time) on 25 February 2015 at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland for the following purposes: SPECIAL BUSINESS To consider, and if thought fit, pass the following as an ordinary resolution: RESOLVED that the investment policies now produced to the meeting and marked X be and they are hereby adopted as the investment policies of the Legg Mason Western Asset Diversified Strategic Income Fund to the exclusion of all existing investment policies of the Fund. The attached appendix shows the proposed revised investment policies, in a version marked against the currently effective policies and in a clean version. Please note that these draft revised policies are subject to further review by the Central Bank of Ireland (the Central Bank ). Should the Central Bank require further material amendments to the draft, such amendments shall be brought to the attention of Shareholders at least 21 days prior to the date of the meeting and any revised meeting date shall be notified to Shareholders at that time. BY ORDER OF THE BOARD SIGNED: Joseph LaRocque Director Registered Office: Riverside Two

7 Dated this 7 January 2015 Sir John Rogerson s Quay Grand Canal Dock Dublin 2 NOTE Every member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote in his stead. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a member of the Company. Completed proxies should be lodged at the registered office of the Administrator of the Company, BNY Mellon Investment Servicing (International) Limited, at Rochestown, Drinagh, Wexford, Ireland, marked for the attention of Malo Roban, not later than 11:30 am on 23 February FOR BELGIAN INVESTORS Instead of returning completed proxies to the Administrator, such proxies may be returned to the Belgian agent, J.P. Morgan Chase Bank, Brussels Branch, Boulevard de Roi Albert II, 1210 Brussels, not later than 11:30 am on 23 February FOR SINGAPORE INVESTORS: For Singapore shareholders investing through a distributor or other intermediary, instead of returning completed proxies to the Administrator, you will need to return the completed proxy form, either by post or by fax (or in any other method stipulated by your distributor or other intermediary) to your distributor or other intermediary no later than 5 p.m. (Singapore time) on 16 February Please feel free to contact the client service staff of Legg Mason Asset Management Singapore Pte. Limited (Registration Number (UEN): R) at telephone number (65) , or its authorised distributors, should you have any questions or concerns.

8 APPENDIX Proposed Revised Policies (Marked Against Current Policies) Investment Policies: The Fund invests at least two-thirds80 per cent of its Net Asset Value in high-yielding debt securities that are (i) denominated in US Dollars and currencies of a variety of other Developed Countries and (ii) listed or traded on Regulated Markets as set out in Schedule III of this Prospectus. The Fund may invest in the following types of securities that are listed or traded on Regulated Markets: debt securities issued or guaranteed by the US government, its agencies or instrumentalities and political sub-divisions; debt securities issued or guaranteed by national governments of other countries, their agencies or instrumentalities and political sub-divisions; debt securities of supranational organisations such as freely transferable promissory notes, bonds and debentures;such high-yielding debt securities include: (i) corporate debt securities, including (a) freely transferable promissory notes, (b) debentures, (c) bonds (including zero coupon bonds), (d) convertible and non-convertible notes, (e) commercial paper, (f) certificates of deposits, and (g) bankers acceptances issued by industrial, utility, finance, commercial banking or bank holding company organisations; (ii) structured notes that are transferable securities, whose underlying exposure may be to fixed income securities; (iii) mortgage-backed securities; and (iv) asset-backed securities, provided that the Fund invests at least two thirds of its Net Asset Value in non-convertible debt securities. Such high-yielding debt securities are rated below Investment Grade, or unrated securities deemed to be of equivalent quality by the relevant Sub-Investment Manager. Debt securities rated below Investment Grade are deemed by NRSROs to be predominantly speculative with respect to the issuer s capacity to pay interest and repay principal and may involve major risk of exposure to adverse conditions. The Fund may invest in debt securities rated as low as D by S&P or the equivalent by another NRSRO, which ratings indicate that the obligations are highly speculative and may be in default or in danger of default as to principal and interest. The Sub-Investment Managers do not rely solely on the ratings of rated securities in making investment decisions but also evaluate other economic and business factors affecting the issuer. Investors should note that an investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. mortgage-backed and asset-backed securitiesthe Fund s remaining assets may be invested in the following types of securities that are listed or traded on Regulated Markets: debt securities rated Investment Grade, or unrated securities deemed by the Sub-Investment Managers to be of equivalent quality; preferred shares and other open ended collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations,; provided that the Fund invests at least two-thirds of its Net Asset Value in non-convertible debt securities. as well as cash and Money Market Instruments. As restrictions to the foregoing, the Fund may not invest more than 10 per cent of its Net Asset Value, respectively, in the following types of securities: (i) structured notes that are transferable securities; (ii) mortgage-backed securities; and (iii) asset-backed securities. Further, the Fund does not intend to invest more than 10 per cent of its Net Asset Value in debt securities issued by or guaranteed by any single sovereign issuer (including its government, public or local authority) which is rated below Investment Grade or unrated. The Fund is a global fund and is not confined to investing in any specific country or region. While not a major strategy of the Fund, the Sub-Investment Managers may, when opportunities arise that the Sub-Investment Managers determine will further the investment objective of the Fund, also invest up to 30 per cent of its Net Asset Value in debt securities of issuers domiciled in Emerging Market Countries. A maximum of 20 per cent of the Fund s Net Asset Value may be invested in units or shares of openended collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations. Corporate debt securities of non-us Issuers in which the Fund may invest will include

9 securities of companies, wherever organised, that have their principal business activities and interests outside the United States. A maximum of 25 per cent of the Fund s Net Asset Value may be invested in convertible notes. It is expected that the Fund will maintain an average portfolio duration of between zero and three years depending on the Sub-Investment Managers forecast for interest rates and yields. However, the Fund may invest in individual securities of any duration. The Fund may purchase unsecuritised participations in or assignments of floating rate mortgages or other commercial loans that are liquid and will provide for interest rate adjustments at least every 397 days and which may be secured by real estate or other assets. These participations may be interests in, or assignments of, the loan and may be acquired from banks or brokers that have made the loan or members of the lending syndicate. Such participations, combined with any other investments that are subject to Clause 2.1 in Schedule II,.A., will not exceed 10 per cent of the Net Asset Value of the Fund in the aggregate. The Fund will not invest in equity securities, including warrants, except for preferred shares, provided that not more than 10 per cent of the Fund s Net Asset Value may be invested in preferred shares. While not a major strategy of the Fund, the Sub-Investment Manager may, when opportunities arise that the Sub-Investment Manager determines will further the investment objective of the Fund, also invest in debt securities of issuers domiciled in Emerging Market Countries. The Fund may invest in certain types of derivatives, as described in the Investment Techniques and Instruments and Financial Derivative Instruments section herein, including, but not limited to, options, futures and options on futures, swaps and forward currency exchange contracts. The Fund may invest up to 35 per cent of its Net Asset Value in high yielding debt securities, which shall include securities rated Ba or lower by Moody s or BB or lower by S&P or in non-rated securities deemed by the Sub-Investment Manager to be of comparable quality. The Fund may invest in corporate debt securities rated as low as C by Moody s or D by S&P, or in non-rated securities deemed by the Sub-Investment Manager to be of comparable quality. Such ratings indicate that the obligations are highly speculative and may be in default or in danger of default as to principal and interest. See Schedule IV of this Prospectus for more information on the ratings of the various NRSROs. Investors should note that an investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The Fund typically will purchase a corporate debt security if the yield and, to a lesser extent, the potential for capital appreciation, of the debt security are sufficiently attractive in light of the risks of ownership of the debt security. In determining whether the Fund should invest in particular debt securities, the Fund s Sub-Investment Manager will consider factors such as: the price, coupon and yield to maturity; the Sub-Investment Manager s assessment of the credit quality of the issuer; the issuer s available cash flow and the related coverage ratios; the property, if any, securing the obligation; and the terms of the debt securities, including the subordination, default, sinking fund and early redemption provisions. The Sub-Investment Managers believe that inefficiencies exist in the debt market and create opportunities, which may include undervalued securities, out-of-favour securities and securities whose credit rating might be upgraded, that the Sub-Investment Managers seek to exploit. In determining whether the Fund should invest in a particular debt security, the Sub-Investment Managers will consider factors such as: price, coupon and yield to maturity; the Sub-Investment Managers assessment of the credit quality of the issuer; the issuer s available cash flow and the related coverage ratios; the property, if any, securing the debt obligation and the express terms of the obligation, including default and early redemption provisions. The Sub-Investment Managers also will review the ratings, if any, assigned to the securities by Moody s, S&P or other NRSRO. The Sub-Investment Manager s judgment as to credit quality of a debt security may differ, however, from that suggested by the ratings published by various NRSROs.

10 Investors attention is drawn to the section entitled Further Information on the Securities in Which the Funds May Invest.

11 Proposed Revised Policies (Clean) Investment Policies: The Fund invests at least 80 per cent of its Net Asset Value in high-yielding debt securities that are (i) denominated in US Dollars and currencies of a variety of other Developed Countries and (ii) listed or traded on Regulated Markets as set out in Schedule III of this Document. Such high-yielding debt securities include: (i) corporate debt securities, including (a) freely transferable promissory notes, (b) debentures, (c) bonds (including zero coupon bonds), (d) convertible and non-convertible notes, (e) commercial paper, (f) certificates of deposits, and (g) bankers acceptances issued by industrial, utility, finance, commercial banking or bank holding company organisations; (ii) structured notes that are transferable securities, whose underlying exposure may be to fixed income securities; (iii) mortgage-backed securities; and (iv) asset-backed securities, provided that the Fund invests at least two thirds of its Net Asset Value in non-convertible debt securities. Such high-yielding debt securities are rated below Investment Grade, or unrated securities deemed to be of equivalent quality by the relevant Sub-Investment Manager. Debt securities rated below Investment Grade are deemed by NRSROs to be predominantly speculative with respect to the issuer s capacity to pay interest and repay principal and may involve major risk of exposure to adverse conditions. The Fund may invest in debt securities rated as low as D by S&P or the equivalent by another NRSRO, which ratings indicate that the obligations are highly speculative and may be in default or in danger of default as to principal and interest. The Sub-Investment Managers do not rely solely on the ratings of rated securities in making investment decisions but also evaluate other economic and business factors affecting the issuer. Investors should note that an investment in the Fund should not constitute a substantial proportion of an investment portfolio and may not be appropriate for all investors. The Fund s remaining assets may be invested in the following types of securities that are listed or traded on Regulated Markets: debt securities rated Investment Grade, or unrated securities deemed by the Sub-Investment Managers to be of equivalent quality; preferred shares and other open ended collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations, as well as cash and Money Market Instruments. As restrictions to the foregoing, the Fund may not invest more than 10 per cent of its Net Asset Value, respectively, in the following types of securities: (i) structured notes that are transferable securities; (ii) mortgage-backed securities; and (iii) asset-backed securities. Further, the Fund does not intend to invest more than 10 per cent of its Net Asset Value in debt securities issued by or guaranteed by any single sovereign issuer (including its government, public or local authority) which is rated below Investment Grade or unrated. The Fund is a global fund and is not confined to investing in any specific country or region. While not a major strategy of the Fund, the Sub-Investment Managers may, when opportunities arise that the Sub-Investment Managers determine will further the investment objective of the Fund, also invest up to 30 per cent of its Net Asset Value in debt securities of issuers domiciled in Emerging Market Countries. A maximum of 20 per cent of the Fund s Net Asset Value may be invested in units or shares of openended collective investment schemes within the meaning of Regulation 68(1)(e) of the UCITS Regulations. It is expected that the Fund will maintain an average portfolio duration of between zero and three years depending on the Sub-Investment Managers forecast for interest rates and yields. However, the Fund may invest in individual securities of any duration. The Fund may purchase unsecuritised participations in or assignments of floating rate mortgages or other commercial loans that are liquid and will provide for interest rate adjustments at least every 397 days and which may be secured by real estate or other assets. These participations may be interests in, or assignments of, the loan and may be acquired from banks or brokers that have made the loan or

12 members of the lending syndicate. Such participations, combined with any other investments that are subject to Clause 2.1 in Schedule II.A., will not exceed 10 per cent of the Net Asset Value of the Fund in the aggregate. The Fund will not invest in equity securities, including warrants, except for preferred shares, provided that not more than 10 per cent of the Fund s Net Asset Value may be invested in preferred shares. The Fund may invest in certain types of derivatives, as described in the Investment Techniques and Instruments and Financial Derivative Instruments section herein, including, but not limited to, options, futures and options on futures, swaps and forward currency exchange contracts. The Fund typically will purchase a corporate debt security if the yield and, to a lesser extent, the potential for capital appreciation, of the debt security are sufficiently attractive in light of the risks of ownership of the debt security. The Sub-Investment Managers believe that inefficiencies exist in the debt market and create opportunities, which may include undervalued securities, out-of-favour securities and securities whose credit rating might be upgraded, that the Sub-Investment Managers seek to exploit. In determining whether the Fund should invest in a particular debt security, the Sub-Investment Managers will consider factors such as: price, coupon and yield to maturity; the Sub-Investment Managers assessment of the credit quality of the issuer; the issuer s available cash flow and the related coverage ratios; the property, if any, securing the debt obligation and the express terms of the obligation, including default and early redemption provisions. The Sub-Investment Managers also will review the ratings, if any, assigned to the securities by Moody s, S&P or other NRSRO. The Sub-Investment Managers judgment as to credit quality of a debt security may differ, however, from that suggested by the ratings published by various NRSROs. Investors attention is drawn to the section entitled Further Information on the Securities in Which the Funds May Invest.