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|
[ ]
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Preliminary Proxy Statement
|
[ ]
|
Confidential, for Use of the
|
|
[X]
|
Definitive Proxy Statement
|
Commission Only (as permitted
|
|
|
[ ]
|
Definitive Additional Materials
|
by Rule 14a-6(e)(2))
|
|
|
[ ]
|
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
|
| [ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
NOMINEE
|
CLASS
|
EXPIRATION OF TERM IF ELECTED*
|
|
Ronald A. Nyberg
|
Class II
|
2020 Annual Meeting
|
|
*
|
Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
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|
Term of
|
Number of
|
|||||
|
Office
|
Principal
|
Portfolios In
|
Other
|
Shares of
|
||
|
and
|
Occupations
|
Fund Complex*
|
Directorships
|
the Fund
|
||
|
Position(s)
|
Length
|
During
|
Overseen by
|
Held by
|
Beneficially
|
|
|
Name
|
Held With
|
of Time
|
the Past
|
Trustee or
|
Trustee or
|
Owned on
|
|
and Age
|
Fund
|
Served
|
5 Years
|
Nominee
|
Nominee*
|
March 1, 2017
|
|
Independent Trustees
|
||||||
|
Michael Larson
|
Trustee and
|
Term
|
Chief Investment Officer
|
2
|
Republic Services,
|
4,534**
|
|
57
|
Chairperson
|
expires in
|
for William H. Gates III
|
Inc. (2009-present);
|
||
|
of the
|
2019;
|
(1994–present).
(3)
|
Autonation, Inc.
|
|||
|
Board of
|
served
|
(2010-present);
|
||||
|
Trustees
(1)(2)
|
since
|
Fomento Economico
|
||||
|
May 2004
|
Mexicano, SAB
|
|||||
|
(2011-present);
|
||||||
|
EcoLab, Inc. (2012-
|
||||||
|
present). Formerly,
|
||||||
|
Grupo Televisa,
|
||||||
|
S.A.B. (2009-2014).
|
||||||
|
Ronald A. Nyberg
|
Nominee
|
Term
|
Partner, Momkus
|
98
|
Edward-Elmhurst
|
811
|
|
63
|
and Trustee
|
expires at
|
McCluskey Roberts,
|
Healthcare System
|
||
|
(1)(2)
|
Annual
|
LLC (2016-present).
|
(2012-present).
|
|||
|
Meeting;
|
Formerly, Partner,
|
|||||
|
served
|
Nyberg & Cassioppi,
|
|||||
|
since
|
LLC (2000-2016);
|
|||||
|
August 2003
|
Executive Vice | |||||
|
President, General
|
||||||
|
Counsel, and Corporate
|
||||||
|
Secretary of Van
|
||||||
|
Kampen Investments
|
||||||
|
(1982-1999).
|
||||||
|
Ronald E.
|
Trustee
(1)(2)
|
Term
|
Portfolio Consultant
|
95
|
Formerly, Bennett
|
1,701
|
|
Toupin, Jr.
|
expires in
|
(2010-present).
|
Group of
|
|||
|
58
|
2018;
|
Formerly, Vice
|
Funds (2011-2013).
|
|||
|
served
|
President, Manager and
|
|||||
|
since
|
Portfolio Manager of
|
|||||
|
August
|
Nuveen Asset
|
|||||
|
2003
|
Management (1998-
|
|||||
|
1999), Vice President of
|
||||||
|
Nuveen Investment
|
||||||
|
Advisory Corporation
|
||||||
|
(1992-1999), Vice
|
||||||
|
President and Manager
|
||||||
|
of Nuveen Unit
|
||||||
|
Investment Trusts
|
||||||
|
(1991-1999), and
|
||||||
|
Assistant Vice President
|
||||||
|
and Portfolio Manager
|
||||||
|
of Nuveen Unit
|
||||||
|
Investment Trusts
|
||||||
|
(1988-1999), each of
|
||||||
|
John Nuveen &
|
||||||
|
Company, Inc.
|
||||||
|
(1982-1999).
|
|
Term of
|
Number of
|
|||||
|
Office
|
Principal
|
Portfolios In
|
Other
|
Shares of
|
||
|
and
|
Occupations
|
Fund Complex*
|
Directorships
|
the Fund
|
||
|
Position(s)
|
Length
|
During
|
Overseen by
|
Held by
|
Beneficially
|
|
|
Name
|
Held With
|
of Time
|
the Past
|
Trustee or
|
Trustee or
|
Owned on
|
|
and Age
|
Fund
|
Served
|
5 Years
|
Nominee
|
Nominee*
|
March 1, 2017
|
| Interested Trustee | ||||||
|
Jane E. Trust
(4)
|
Trustee
|
Term
|
Managing Director
|
144
|
None
|
None
|
|
54
|
expires
|
of Legg Mason &
|
||||
|
in 2018;
|
Co., LLC (“Legg Mason &
|
|||||
|
served since
|
Co.”) (2015-present);
|
|||||
|
April 2015
|
Officer and/or | |||||
|
Trustee/Director of
|
||||||
|
151 funds associated
|
||||||
|
with Legg Mason Partners
|
||||||
|
Fund Advisor, LLC
|
||||||
|
(“LMPFA”) or its
|
||||||
|
affiliates (2015-present);
|
||||||
|
President and Chief
|
||||||
|
Executive Officer of
|
||||||
|
LMPFA (2015-present);
|
||||||
|
formerly, Senior Vice
|
||||||
|
President of LMPFA
|
||||||
|
(2015); formerly, Director
|
||||||
|
of ClearBridge, LLC
|
||||||
|
(formerly, Legg Mason
|
||||||
|
Capital Management, LLC)
|
||||||
|
(2007-2014); formerly,
|
||||||
|
Managing Director of
|
||||||
|
Legg Mason Investment
|
||||||
|
Counsel & Trust Co.
|
||||||
|
(2000-2007).
|
|
|
|
Aggregate Dollar Range
|
|
|
|
of Equity Securities in all
|
|
|
|
Funds Overseen or to
|
|
|
Dollar Range
|
be Overseen by Trustee
|
|
Name of
|
of Equity
|
or Nominee in Family
|
|
Trustee or Nominee
|
Securities in the Fund
|
of Investment Companies
|
|
|
||
|
Independent Trustees
|
|
|
|
Michael Larson
|
$50,001-$100,000
|
Over $100,000
|
|
Ronald A. Nyberg
|
$1-$10,000
|
Over $100,000
|
|
Ronald E. Toupin, Jr.
|
$10,001-$50,000
|
Over $100,000
|
|
Interested Trustee
|
|
|
|
Jane E. Trust
|
None
|
None
|
|
|
|
|
|
Total
|
|
|
|
Pension or
|
|
Compensation
|
|
|
|
Retirement
|
Estimated
|
from the
|
|
|
Aggregate
|
Benefits
|
Annual
|
Fund and its
|
|
|
Compensation
|
Accrued as
|
Benefits
|
Fund Complex
|
|
Name of Trustee
|
from
|
Part of Fund’s
|
Upon
|
Paid to
|
|
or Nominee
|
the Fund
|
Expenses
|
Retirement
|
Trustees
(1)
|
|
|
||||
|
Independent Trustees
|
|
|
|
|
|
|
||||
|
Michael Larson
|
$34,500
|
$0
|
$0
|
$69,500
|
|
Ronald A. Nyberg
|
$32,500
|
$0
|
$0
|
$439,500
|
|
Ronald E. Toupin, Jr.
|
$32,500
|
$0
|
$0
|
$410,000
|
|
|
||||
|
Interested Trustee
|
|
|
|
|
|
|
||||
|
Jane E. Trust
|
$0
|
$0
|
$0
|
$0
|
|
|
|
|
|
Shares of
|
|
|
|
|
|
the Fund
|
|
|
|
|
Principal
|
Beneficially
|
|
|
|
Term of Office
|
Occupation(s)
|
Owned on
|
|
Name
|
Position(s) Held
|
and Length
|
During
|
December 31,
|
|
and Age
|
with Fund
|
of Time Served
(1)
|
the Past 5 Years
|
2016
|
|
Jane E. Trust
|
Trustee and
|
Served since
|
Managing Director of
|
None
|
|
54
|
President
|
April 2015
|
Legg Mason & Co., LLC
|
|
|
|
|
|
(“Legg Mason & Co.”)
|
|
|
|
|
|
(2016-present); Officer
|
|
|
|
|
|
and/or Trustee/Director of
|
|
|
|
|
|
151 funds associated with
|
|
|
|
|
|
Legg Mason Partners
|
|
|
|
|
|
Fund Advisor, LLC
|
|
|
|
|
|
(“LMPFA”) or its
|
|
|
|
|
|
affiliates (2015-present);
|
|
|
|
|
|
President and Chief
|
|
|
|
|
|
Executive Officer of
|
|
|
|
|
|
LMPFA (2015-present);
|
|
|
|
|
|
formerly, Senior Vice
|
|
|
|
|
|
President of LMPFA
|
|
|
|
|
|
(2015); formerly,
|
|
|
|
|
|
Director of ClearBridge,
|
|
|
|
|
|
LLC (formerly, Legg
|
|
|
|
|
|
Mason Capital
|
|
|
|
|
|
Management, LLC)
|
|
|
|
|
|
(2007-2014); formerly,
|
|
|
|
|
|
Managing Director of
|
|
|
|
|
|
Legg Mason Investment
|
|
|
|
|
|
Counsel & Trust Co.
|
|
|
|
|
|
(2000-2007).
|
|
|
Richard F. Sennett
|
Chief Financial
|
Served since
|
Chief Financial Officer
|
None
|
|
46
|
Officer and
|
December 2011
|
(2011–present) and
|
|
|
|
Treasurer
|
|
Treasurer (2013–present)
|
|
|
100 International Drive
|
|
of certain mutual funds
|
|
|
|
Baltimore, MD 21202
|
|
associated with Legg
|
|
|
|
|
|
|
Mason & Co. or its
|
|
|
|
|
|
affiliates; Managing
|
|
|
|
|
|
Director of Legg Mason &
|
|
|
|
|
|
Co. and Senior Manager
|
|
|
|
|
|
of the Treasury Policy
|
|
|
|
|
|
group for Legg Mason &
|
|
|
|
|
|
Co.’s Global Fiduciary
|
|
|
|
|
|
Platform (2011-present);
|
|
|
|
|
|
formerly, Chief
|
|
|
|
|
|
Accountant within the
|
|
|
|
|
|
SEC’s Division of
|
|
|
|
|
|
Investment Management
|
|
|
|
|
|
(2007-2011); formerly,
|
|
|
|
|
|
Assistant Chief
|
|
|
|
|
|
Accountant within the
|
|
|
|
|
|
SEC’s Division of
|
|
|
|
|
|
Investment Management
|
|
|
|
|
|
(2002-2007).
|
|
|
|
|
|
|
Shares of
|
|
|
|
|
|
the Fund
|
|
|
|
|
Principal
|
Beneficially
|
|
|
|
Term of Office
|
Occupation(s)
|
Owned on
|
|
Name
|
Position(s) Held
|
and Length
|
During
|
December 31,
|
|
and Age
|
with Fund
|
of Time Served
(1)
|
the Past 5 Years
|
2016
|
|
Todd F. Kuehl
|
Chief Compliance
|
Served since
|
Managing Director of
|
None
|
|
47
|
Officer
|
February 2007
|
Legg Mason & Co.
|
|
|
|
|
|
(2011-present); Chief
|
|
|
100 International Drive
|
|
Compliance Officer of
|
|
|
|
Baltimore, MD 21202
|
|
certain mutual funds
|
|
|
|
|
|
|
associated with Legg
|
|
|
|
|
|
Mason & Co. or its
|
|
|
|
|
|
affiliates (2006-present);
|
|
|
|
|
|
formerly, Chief
|
|
|
|
|
|
Compliance Officer of
|
|
|
|
|
|
Legg Mason Private
|
|
|
|
|
|
Portfolio Group (prior to
|
|
|
|
|
|
2010); Branch Chief,
|
|
|
|
|
|
Division of Investment
|
|
|
|
|
|
Management, U.S.
|
|
|
|
|
|
Securities and Exchange
|
|
|
|
|
|
Commission (2002-2006).
|
|
|
Mark E. Mathiasen
|
Secretary
|
Served since
|
Managing Director of
|
None
|
|
38
|
|
November 2010
|
Guggenheim Partners,
|
|
|
|
|
|
LLC (2012-present);
|
|
|
227 West Monroe Street
|
|
Secretary of certain other
|
|
|
|
Chicago, IL 60606
|
|
|
funds in the Fund complex.
|
|
|
|
Share
|
Percentage
|
|
Shareholder Name and Address
|
Holdings
|
Owned
|
|
Cascade Investment, L.L.C.
(1)(2)
|
6,947,852
|
23.84%
|
|
2365 Carillon Point
|
|
|
|
Kirkland, WA 98033
|
|
|
|
First Trust Portfolios L.P
(3)
|
2,813,051
|
9.65%
|
|
First Trust Advisors L.P.
|
|
|
|
The Charger Corporation
|
|
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
Wheaton, IL 60187
|
|
|
|
1607 Capital Partners, LLC
(4)
|
1,808,871
|
6.20%
|
|
13 S. 13th Street, Suite 400
|
|
|
|
Richmond, VA 23219
|
|
|
|
Wells Fargo & Company
(5)
|
1,547,220
|
5.31%
|
|
Wells Capital Management Incorporated
|
|
|
|
420 Montgomery Street
|
|
|
|
San Francisco, CA 94104
|
|
|
|
|
Audit
|
Audit-Related
|
|
All Other
|
|
Fiscal year/period ended
(1)
|
Fees
|
Fees
|
Tax Fees
|
Fees
|
|
|
||||
|
December 31, 2015
|
$40,446
|
$0
|
$4,850
|
$558
|
|
November 30, 2016
|
$32,442
|
$0
|
$4,900
|
$1,327
|
|
(1)
|
Effective November 30, 2016, the Fund’s Board of Trustees changed the Fund’s fiscal year end from December 31 to November 30.
|
|
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
|
|
To vote by Internet
1)
Read the Proxy Statement and have the proxy card below at hand.
2)
Go to website
www.proxyvote.com
3)
Follow the instructions provided on the website.
|
|
|
|
To vote by Telephone
1)
Read the Proxy Statement and have the proxy card below at hand.
2)
Call
1-800-690-6903
3)
Follow the instructions.
|
|
|
|
To vote by Mail
1)
Read the Proxy Statement.
2)
Check the appropriate box on the proxy card below.
3)
Sign and date the proxy card.
4)
Return the proxy card in the envelope provided.
|
|
|
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
E20588-P89530
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|