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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the
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[X]
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Definitive Proxy Statement
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Commission Only (as permitted
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[ ]
|
Definitive Additional Materials
|
by Rule 14a-6(e)(2))
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[ ]
|
Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
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| [ ] | 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*
|
|
Michael Larson
|
Class I
|
2020 Annual Meeting
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*
|
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
|
|
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Office
|
Principal
|
Portfolios In
|
Other
|
Shares of
|
|
|
Position(s)
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and |
Occupations
|
Fund Complex* | Directorships |
the Fund
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|
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Held
|
Length
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During
|
Overseen by
|
Held by
|
Beneficially
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With
|
of Time
|
the Past
|
Trustee or
|
Trustee or
|
Owned on
|
|
Name and Age
|
Fund
|
Served
|
5 Years
|
Nominee
|
Nominee*
|
March 1, 2017 |
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Independent Trustees
|
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||||||
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Michael Larson
|
Nominee,
|
Term
|
Chief Investment
|
2
|
Republic Services,
|
4,547**
|
|
57
|
Trustee
|
expires at
|
Officer for
|
|
Inc. (2009-present);
|
|
|
|
and
|
Annual
|
William H.
|
|
Autonation, Inc.
|
|
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Chairperson
|
Meeting; |
Gates III
|
|
(2010-present);
|
|
|
|
of the
|
served
|
(1994–present).
(3)
|
|
Fomento Economico
|
|
|
|
Board of
|
since
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Mexicano, SAB
|
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Trustees
(1)(2)
|
September
|
|
|
(2011-present);
|
|
|
|
|
2004
|
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EcoLab, Inc.
|
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(2012-present).
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|
Formerly, Grupo
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Televisa, S.A.B.
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(2009-2014).
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|
||||||
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Ronald A.
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Trustee
(1)(2)
|
Term
|
Partner, Momkus
|
98
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Edward-Elmhurst
|
818
|
|
Nyberg
|
|
expires
|
McCluskey Roberts,
|
|
Healthcare System
|
|
|
63
|
|
in 2018;
|
LLC (2016-present).
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|
(2012-present).
|
|
|
|
|
served
|
Formerly, Partner,
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|
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since
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Nyberg & Cassioppi,
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|
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|
|
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January
|
LLC (2000-2016);
|
|
|
|
|
|
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2004
|
Executive Vice President,
|
|
|
|
|
General Counsel, and
Corporate Secretary of
Van Kampen Investments
|
||||||
|
|
|
|
(1982-1999).
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|
|
|
|
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||||||
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Ronald E.
|
Trustee
(1)(2)
|
Term
|
Portfolio Consultant
|
95
|
Formerly, Bennett
|
1,709 |
|
Toupin, Jr.
|
|
expires
|
(2010–present).
|
|
Group of Funds
|
|
|
58
|
|
in 2019;
|
Formerly, Vice President,
|
(2011-2013).
|
|
|
|
|
|
served
|
Manager and Portfolio
|
|
|
|
|
|
|
since
|
Manager of Nuveen Asset
|
|
|
|
|
|
|
January
|
Management (1998-1999),
|
|
|
|
|
|
|
2004
|
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).
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||||||
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||||||
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||||||
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||||||
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||||||
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||||||
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|
||||||
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||||||
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|
|
Term of
|
|
Number of
|
|
|
|
|
|
Office
|
Principal
|
Portfolios In
|
Other
|
Shares of
|
|
|
Position(s)
|
and |
Occupations
|
Fund Complex* | Directorships |
the Fund
|
|
|
Held
|
Length
|
During
|
Overseen by
|
Held by
|
Beneficially
|
|
|
With
|
of Time
|
the Past
|
Trustee or
|
Trustee or
|
Owned on
|
|
Name and Age
|
Fund
|
Served
|
5 Years
|
Nominee
|
Nominee*
|
March 1, 2017 |
|
Interested Trustee
|
|
|
|
|
|
|
|
|
||||||
|
Jane E. Trust
(4)
|
Nominee
|
Term
|
Managing Director
|
144
|
None
|
None
|
|
54
|
and
|
expires
|
of Legg Mason &
|
|
|
|
|
|
Trustee
|
in 2019;
|
Co., LLC (“Legg Mason &
|
|
|
|
|
|
|
served
|
Co.”) (2015-present);
|
|
|
|
|
|
|
since
|
Officer and/or
|
|
|
|
|
|
|
April
|
Trustee/Director of
|
|
|
|
|
|
|
2015
|
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).
|
|
|
|
| ** | As discussed below under “Share Ownership Information”, Mr. Larson disclaims beneficial ownership of the shares of the Fund beneficially owned by Cascade Investment, L.L.C. and William H. Gates III. |
|
|
|
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
|
$35,000
|
$0
|
$0
|
$69,500
|
|
Ronald A. Nyberg
|
$33,000
|
$0
|
$0
|
$439,500
|
|
Ronald E. Toupin, Jr.
|
$33,000
|
$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 and
|
Position(s) Held
|
and Length
|
During the
|
December 31,
|
|
Age
|
with Fund
|
of Time Served
(1)
|
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.
|
Chief Financial
|
Served since
|
Chief Financial
|
None
|
|
Sennett
|
Officer and
|
December 2011
|
Officer (2011-present)
|
|
|
46
|
Treasurer
|
|
and Treasurer (2013-present)
|
|
|
|
|
|
of certain mutual funds
|
|
|
100 International
|
|
|
associated with Legg Mason
|
|
|
Drive
|
|
|
& Co. or its affiliates;
|
|
|
Baltimore, MD
|
|
|
Managing Director of Legg
|
|
|
21202
|
|
|
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 and
|
Position(s) Held
|
and Length
|
During the
|
December 31,
|
|
Age
|
with Fund
|
of Time Served
(1)
|
Past 5 Years
|
2016
|
|
Todd F. Kuehl
|
Chief
|
Served since
|
Managing Director of
|
300
|
|
47
|
Compliance
|
February 2007
|
Legg Mason & Co.
|
|
|
|
Officer
|
|
(2011-present); Chief
|
|
|
100 International
|
|
|
Compliance Officer of
|
|
|
Drive
|
|
|
certain mutual funds
|
|
|
Baltimore, MD
|
|
|
associated with Legg
|
|
|
21202
|
|
|
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
|
|
|
Secretary of certain funds
|
|
|
Monroe Street
|
|
|
in the Guggenheim
|
|
|
Chicago, IL 60606
|
|
|
Funds complex.
|
|
|
|
Share
|
Percentage
|
|
Shareholder Name and Address
|
Holdings
|
Owned
|
|
Cascade Investment, L.L.C.
(1)(2)
|
13,499,452
|
22.10%
|
|
2365 Carillon Point,
|
|
|
|
Kirkland, WA 98033
|
|
|
|
Wells Fargo & Company
(3)
|
4,413,022
|
7.21%
|
|
Wells Capital Management Incorporated
|
|
|
|
420 Montgomery Street
|
|
|
|
San Francisco, CA 94104
|
|
|
|
First Trust Portfolios L.P.
(4)
|
3,356,638
|
5.49%
|
|
First Trust Advisors L.P.
|
|
|
|
The Charger Corporation
|
|
|
|
120 East Liberty Drive, Suite 400
|
|
|
|
Wheaton, IL 60187
|
|
|
|
1607 Capital Partners, LLC
(5)
|
3,059,688
|
5.00%
|
|
13 S. 13th Street
|
|
|
|
Suite 400
|
|
|
|
Richmond, VA 23219
|
|
|
|
Fiscal year/
|
Audit
|
Audit-Related
|
|
All Other
|
|
period ended
(1)
|
Fees
|
Fees
|
Tax Fees
|
Fees
|
|
|
||||
|
December 31, 2015
|
$43,626
|
$0
|
$4,850
|
$557
|
|
November 30, 2016
|
$34,884
|
$0
|
$4,900
|
$1,326
|
|
(1)
|
Effective November 30, 2016, the Fund’s Board of Trustees changed the Fund’s fiscal year end from December 31 to November 30.
|
|
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
|
|
To vote by Internet
1)
Read the Proxy Statement and have the proxy card below at hand.
2)
Go to website
www.proxyvote.com
3)
Follow the instructions provided on the website.
|
|
|
|
To vote by Telephone
1)
Read the Proxy Statement and have the proxy card below at hand.
2)
Call
1-800-690-6903
3)
Follow the instructions.
|
|
|
|
To vote by Mail
1)
Read the Proxy Statement.
2)
Check the appropriate box on the proxy card below.
3)
Sign and date the proxy card.
4)
Return the proxy card in the envelope provided.
|
|
|
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
E20611-P89531
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | 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 |
|---|