EX-99.(A)(22) 2 d690433dex99a22.htm ARTICLES SUPPLEMENTARY Articles Supplementary

WESTERN ASSET FUNDS, INC.

ARTICLES SUPPLEMENTARY

Western Asset Funds, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended, as an open-end management investment company (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to the authority vested in the Board of Directors of the Corporation (the “Board”) by Article VI of the charter of the Corporation (the “Charter”), and by Sections 2-105(c), 2-208 and 2-208.1 of the Maryland General Corporation Law, the Board, by resolutions adopted at a meeting duly called and held, has:

(a) increased the aggregate number of shares of common stock of the Corporation, $.001 par value per share (“Common Stock”), that the Corporation has authority to issue from thirty-seven billion two hundred million (37,200,000,000) shares of Common Stock, having an aggregate par value of thirty-seven million two hundred thousand dollars ($37,200,000) to forty-two billion seven hundred million (42,700,000,000) shares of Common Stock, having an aggregate par value of forty-two million seven hundred thousand dollars ($42,700,000);

(b) created and established one new share class of the Western Asset Total Return Unconstrained Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Total Return Unconstrained Fund

    500,000,000 Class A2 Shares

(c) created and established one new share class of the Western Asset Asian Opportunities Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Asian Opportunities Fund

    500,000,000 Class A2 Shares

(d) created and established one new share class of the Western Asset Enhanced Equity Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Enhanced Equity Fund

    500,000,000 Class A2 Shares

 

(e) created and established one new share class of the Western Asset Global Multi-Sector Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Global Multi-Sector Fund

    500,000,000 Class A2 Shares

(f) created and established one new share class of the Western Asset Intermediate Bond Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Intermediate Bond Fund

    500,000,000 Class A2 Shares

(g) created and established one new share class of the Western Asset Core Bond Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Core Bond Fund

    500,000,000 Class A2 Shares

(h) created and established one new share class of the Western Asset Core Plus Bond Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Core Plus Bond Fund

    500,000,000 Class A2 Shares

(i) created and established one new share class of the Western Asset High Yield Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset High Yield Fund

    500,000,000 Class A2 Shares

 

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(j) created and established one new share class of the Western Asset Inflation Indexed Plus Bond Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Inflation Indexed Plus Bond Fund

    500,000,000 Class A2 Shares

(k) created and established one new share class of the Western Asset Global Government Bond Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Global Government Bond Fund

    500,000,000 Class A2 Shares

(l) created and established one new share class of the Western Asset Macro Opportunities Fund series of the Corporation to be known as the “Class A2 Shares” and classified five hundred million (500,000,000) shares of Common Stock that the Corporation is newly authorized to issue as follows:

 

Designation

    Number of Shares

Western Asset Macro Opportunities Fund

    500,000,000 Class A2 Shares

SECOND: Each Class A2 share of Western Asset Asian Opportunities Fund, Western Asset Enhanced Equity Fund, Western Asset Global Multi-Sector Fund, Western Asset Intermediate Bond Fund, Western Asset Total Return Unconstrained Fund, Western Asset Core Bond Fund, Western Asset Core Plus Bond Fund, Western Asset High Yield Fund, Western Asset Inflation Indexed Plus Bond Fund, Western Asset Macro Opportunities Fund, Western Asset Global Government Bond Fund (each a “Series”) shall represent investment in the same pool of assets as every other share of the Series and shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of shares, except as provided in the Charter and as set forth below:

(1) The net asset value of Class A2 shares of each Series shall be calculated separately. In calculating the net asset values,

(a) Class A2 shares shall be charged with the transfer agency fees and Rule 12b-1 fees (or equivalent fees by any other name) attributable to that class, and not with the transfer agency fees and Rule 12b-1 fees (or equivalent fees by any other name) attributable to any other class;

 

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(b) Class A2 shares shall be charged separately with such other expenses as may be permitted by law, including U.S. Securities and Exchange Commission (“SEC”) rule or order, and as the Board shall deem appropriate; and

(c) All other fees and expenses applicable to the Series shall be charged to all classes of the Series, in the proportion that the net asset value of that class bears to the net asset value of the Series, except as may otherwise be required by applicable law.

(2) Dividends and other distributions shall be paid on Class A2 shares at the same time. The amounts of all dividends and other distributions shall be calculated separately for Class A2 shares. In calculating the amount of any dividend or other distribution,

(a) Class A2 shares shall be charged with the transfer agency fees and Rule 12b-1 fees (or equivalent fees by any other name) attributable to that class, and not with the transfer agency fees and Rule 12b-1 fees (or equivalent fees by any other name) attributable to any other class;

(b) Class A2 shares shall be charged separately with such other expenses as may be permitted by law, including SEC rule or order, and as the Board shall deem appropriate; and

(c) All other fees and expenses applicable to the Series shall be charged to each class of the Series, in the proportion that the net asset value of that class bears to the net asset value of the Series, except as may otherwise be required by applicable law.

(3) Each class of the Series shall vote separately on matters pertaining only to that class, as the Board shall from time to time determine. On all other matters, all classes of the Series shall vote together, and every share of the Series, regardless of class, shall have an equal vote with every other share of the Series.

THIRD: As of the filing of these Articles Supplementary, the Corporation has authority to issue forty-two billion seven hundred million (42,700,000,000) shares of Common Stock, having an aggregate par value of forty-two million seven hundred thousand dollars ($42,700,000). These shares are classified as follows:

 

Designation

   Number of Shares

Western Asset Asian Opportunities Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares
  500,000,000 Class A2 Shares

Western Asset Enhanced Equity Fund

   250,000,000 Class I Shares
  250,000,000 Class FI Shares

 

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   250,000,000 Class IS Shares
   250,000,000 Class A Shares
   250,000,000 Class C Shares
   250,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Money Market Portfolio

    250,000,000 Class I Shares
   250,000,000 Class FI Shares
   250,000,000 Class IS Shares

Western Asset U.S. Government Money Market Portfolio

    250,000,000 Class I Shares
   50,000,000 Class FI Shares
   250,000,000 Class IS Shares

Western Asset Global Multi-Sector Fund

    100,000,000 Class I Shares
   100,000,000 Class FI Shares
   100,000,000 Class IS Shares
   100,000,000 Class A Shares
   100,000,000 Class C Shares
   100,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Intermediate Bond Fund

    500,000,000 Class I Shares
   300,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Total Return Unconstrained Fund

    500,000,000 Class I Shares
   500,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Core Bond Fund

    1,000,000,000 Class I Shares
   500,000,000 Class FI Shares
   1,000,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class C1 Shares
   500,000,000 Class A2 Shares

 

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Western Asset Core Plus Bond Fund

    2,700,000,000 Class I Shares
   500,000,000 Class FI Shares
   2,700,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class C1 Shares
   500,000,000 Class A2 Shares

Western Asset High Yield Fund

    500,000,000 Class I Shares
   500,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Inflation Indexed Plus Bond Fund

    500,000,000 Class I Shares
   500,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class C1 Shares
   500,000,000 Class A2 Shares

Western Asset Macro Opportunities Fund

    500,000,000 Class I Shares
   500,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class A2 Shares

Western Asset Global Government Bond Fund

    500,000,000 Class I Shares
   500,000,000 Class FI Shares
   500,000,000 Class IS Shares
   500,000,000 Class A Shares
   500,000,000 Class C Shares
   500,000,000 Class R Shares
   500,000,000 Class A2 Shares

Western Asset Limited Duration Bond Fund

    500,000,000 Class R Shares
  

Common Stock
(without classification)

    100,000,000

 

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FOURTH: Immediately before filing these Articles Supplementary, the Corporation had authority to issue thirty-seven billion two hundred million (37,200,000,000) shares of Common Stock, having an aggregate par value of thirty-seven million two hundred thousand dollars ($37,200,000). These shares were classified as follows:

 

Designation

   Number of Shares

Western Asset Asian Opportunities Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares

Western Asset Enhanced Equity Fund

   250,000,000 Class I Shares
  250,000,000 Class FI Shares
  250,000,000 Class IS Shares
  250,000,000 Class A Shares
  250,000,000 Class C Shares
  250,000,000 Class R Shares

Western Asset Money Market Portfolio

   250,000,000 Class I Shares
  250,000,000 Class FI Shares
  250,000,000 Class IS Shares

Western Asset U.S. Government Money Market Portfolio

   250,000,000 Class I Shares
  50,000,000 Class FI Shares
  250,000,000 Class IS Shares

Western Asset Global Multi-Sector Fund

   100,000,000 Class I Shares
  100,000,000 Class FI Shares
  100,000,000 Class IS Shares
  100,000,000 Class A Shares
  100,000,000 Class C Shares
  100,000,000 Class R Shares

Western Asset Intermediate Bond Fund

   500,000,000 Class I Shares
  300,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares

 

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Western Asset Total Return Unconstrained Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares

Western Asset Core Bond Fund

   1,000,000,000 Class I Shares
  500,000,000 Class FI Shares
  1,000,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares
  500,000,000 Class C1 Shares

Western Asset Core Plus Bond Fund

   2,700,000,000 Class I Shares
  500,000,000 Class FI Shares
  2,700,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares
  500,000,000 Class C1 Shares

Western Asset High Yield Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares

Western Asset Inflation Indexed Plus Bond Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares
  500,000,000 Class C1 Shares

Western Asset Macro Opportunities Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares

 

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Western Asset Global Government Bond Fund

   500,000,000 Class I Shares
  500,000,000 Class FI Shares
  500,000,000 Class IS Shares
  500,000,000 Class A Shares
  500,000,000 Class C Shares
  500,000,000 Class R Shares

Western Asset Limited Duration Bond Fund

   500,000,000 Class R Shares
 

Common Stock
(without classification)

   100,000,000

FIFTH: These Articles Supplementary shall be effective as of 9:00 A.M. on April 28, 2014.

SIXTH: The undersigned President and Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned President and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

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IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Assistant Secretary on this 21st day of April, 2014.

 

ATTEST:     WESTERN ASSET FUNDS, INC.   

/s/ Richard M. Wachterman

     By:   

/s/ Kenneth D. Fuller

    (SEAL)
Richard M. Wachterman, Assistant Secretary     Kenneth D. Fuller, President and Chief Executive Officer   

 

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