0001048703-20-000085.txt : 20200413 0001048703-20-000085.hdr.sgml : 20200413 20200413155103 ACCESSION NUMBER: 0001048703-20-000085 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200413 DATE AS OF CHANGE: 20200413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET INFLATION-LINKED INCOME FUND CENTRAL INDEX KEY: 0001254370 IRS NUMBER: 260066992 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81249 FILM NUMBER: 20788780 BUSINESS ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6268449400 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET/CLAYMORE INFLATION-LINKED SECURITIES & INCOME FUND DATE OF NAME CHANGE: 20090701 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET CLAYMORE INFLATION-LINKED SECURITIES & INCOME FUND DATE OF NAME CHANGE: 20070810 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET CLAYMORE US TREASURY INFLATION PRO SECU FUND DATE OF NAME CHANGE: 20030903 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Karpus Management, Inc. CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 5855864680 MAIL ADDRESS: STREET 1: 183 SULLY'S TRAIL CITY: PITTSFORD STATE: NY ZIP: 14534 FORMER COMPANY: FORMER CONFORMED NAME: KARPUS MANAGEMENT INC DATE OF NAME CHANGE: 19971029 SC 13D 1 WIAD0.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)


Western Asset Inflation - Linked Securities & Income Fund
(Name of Issuer)

Common Stock
(Title of Class of Securities)

95766Q106
(CUSIP Number)
 
Jodi Hedberg, Chief Compliance Officer
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680

Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 8, 2020
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  x.


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 
CUSIP NO. 95766Q106
 
1
NAME OF REPORTING PERSON
 
Karpus Investment Management
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
6,438,428
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
7,369,928
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
7,369,928
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
25.28%
14
TYPE OF REPORTING PERSON
 
IA

 


 
CUSIP NO. 95766Q106
 
1
NAME OF REPORTING PERSON
 
George W. Karpus
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
                WC, PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
25,525 *
8
SHARED VOTING POWER
 
163,600 *
9
SOLE DISPOSITIVE POWER
 
25,525 *
10
SHARED DISPOSITIVE POWER
 
163,600 *
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
189,125 *
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
*See Items 2 and 5.

 


 
CUSIP NO. 95766Q106
 
 
Item 1.
Security and Issuer.
 
This statement relates to the Common Stock of Western Asset Inflation - Linked Securities & Income Fund (the "Shares"), a Delaware Corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 385 East Colorado Boulevard, Pasadena, CA 91101.


 
CUSIP NO. 95766Q106
 
 
 
 
Item 2.
Identity and Background.
 
a) This statement is filed by:
    (i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"); and

    (ii) George W. Karpus, the President and CEO of Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation, Inc., and Karpus Investment Management Profit Sharing Plan Fund B- Conservative Bond Fund (collectively, the "Karpus Entities").

    Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

    Set forth on Schedule A annexed hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of the executive officers and directors of Karpus. To the best of the Reporting Persons' knowledge, except as otherwise set on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b) The address of the principal office of each of the Reporting Persons is 183 Sully's Trail, Pittsford, New York 14534.

(c) The principal business of Karpus is serving as a registered investment adviser who provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Mr. Karpus is serving as the President and CEO of Karpus.

(d) No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Karpus is organized under the laws of the State of New York. Mr. Karpus is a citizen of the United States of America.

 


 
CUSIP NO. 95766Q106
 
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Karpus, an independent registered investment advisor, has accumulated 7,369,928 Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents 25.28% of the outstanding Shares. All funds that have been utilized in making such purchases for the Accounts (which are open market purchases unless otherwise noted) are from such Accounts.
 
The aggregate purchase price of the 7,369,928 Shares beneficially owned by Karpus Investment Management is approximately $84,532,715, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
 
The aggregate purchase price of the 189,125 Shares held by Mr. Karpus and the Karpus Entities is approximately $2,167,394, excluding brokerage commissions. Such Shares were purchased with working capital (which may at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases except as otherwise noted.
 

 


 
CUSIP NO. 95766Q106
 
 
 
Item 4.
Purpose of Transaction.
 
Karpus, an indepependent registered investment advisor, with a specialty focus in closed-end funds, believes that the profile of the Issuer fit the investment guidelines for various Accounts. Shares have been acquired since August 16, 2017.

 


 
CUSIP NO. 95766Q106
 
 

Item 5.
Interest in Securities of the Issuer.
 
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 29,152,820 Shares outstanding, which is the total number of Shares outstanding as of March 25, 2020 as reported in the Issuer’s Schedule 14A Information on DEF-14A, filed with the Securities and Exchange Commission on March 30, 2020.
 
 
A ..
Karpus Investment Management
 
 
(a)
As of the close of business on April 8, 2020, Karpus Investment Management beneficially owned 7,369,928 Shares held in the Accounts.
 
Percentage: 25.28%
 
 
(b)
1. Sole power to vote or direct vote: 6,438,428
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 7,369,928
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
The transactions in the Shares by Karpus Investment Management over the last 60 days are set forth in Schedule B and incorporated herein by reference.
 
B ..
George W. Karpus
 
 
(a)
As of the close of business on April 8, 2020, George W. Karpus beneficially owned 25,525 Shares. In addition, George W. Karpus may be deemed to beneficially own the 163,600 Shares held in the Karpus Entities.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 25,525
 
2. Shared power to vote or direct vote: 163,600
 
3. Sole power to dispose or direct the disposition: 25,525
 
4. Shared power to dispose or direct the disposition: 163,600

 
(c)
George W. Karpus did not have any transactions in the Shares for the past 60 days. The transactions in the Shares by the Karpus Entities over the last 60 days are set forth in Schedule B and incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

 


 
CUSIP NO. 95766Q106
 
 

Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On April 8, 2020, the Reporting Person entered into a Joint Filing Agreement, among other things, the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of Issuer. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 


 
CUSIP NO. 95766Q106
 
 

Item 7.
Materials to be Filed as Exhibits..
 
Exhibit 99.2 Joint Filing Agreement dated April 8, 2020.


 
CUSIP NO. 95766Q106
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:   April 13, 2020

 
KARPUS MANAGEMENT, INC.
     
 
By:
/s/ Jodi Hedberg
   
Name:
Jodi Hedberg
   
Title:
Chief Compliance Officer

 


 
CUSIP NO. 95766Q106
 
 
 
SCHEDULE A
 
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
 
Name
Position & Present Principal Occupation
Business Address
Shares Owned
George W. Karpus
President, CEO, and Chairman of the Board
183 Sully’s Trail, Pittsford, New York 14534
See Above
Kathleen Finnerty Crane
Chief Financial Officer
183 Sully’s Trail, Pittsford, New York 14534
100 Shares
Dana R. Consler
Executive Vice President
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Thomas M. Duffy
Vice President
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Sharon L. Thornton
Executive Vice President
183 Sully’s Trail, Pittsford, New York 14534
0 Shares
Daniel L. Lippincott, CFA
Sr. Tax-Sensitive Manager and Director of Investment Personnel
183 Sully’s Trail, Pittsford, New York 14534
0 Shares

 
 

 
 
 
SCHEDULE B
 
Transactions in the Shares over the last 60 days.

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)

Purchase of Common Stock
56,200
$12.39
2/19/2020
Sale of Common Stock
(175)
$12.56
2/20/2020
Purchase of Common Stock
30,000
$12.42
2/27/2020
Purchase of Common Stock
140
$12.31
2/28/2020
Purchase of Common Stock
125,067
$12.29
3/2/2020
Purchase of Common Stock
3,400
$12.30
3/3/2020
Purchase of Common Stock
198,358
$12.42
3/5/2020
Purchase of Common Stock
9,000
$11.86
3/9/2020
Purchase of Common Stock
4,950
$11.40
3/10/2020
Purchase of Common Stock
1,050,850
$11.43
3/11/2020
Purchase of Common Stock
369,013
$11.11
3/12/2020
Purchase of Common Stock
26,145
$10.82
3/13/2020
Purchase of Common Stock
9,082
$10.35
3/16/2020
Purchase of Common Stock
30,520
$10.31
3/17/2020
Purchase of Common Stock
26,530
$10.07
3/18/2020
Purchase of Common Stock
53,696
$9.24
3/19/2020
Purchase of Common Stock
10,209
$9.45
3/20/2020
Purchase of Common Stock
36,803
$9.30
3/23/2020
Sale of Common Stock
(9,775)
$9.60
3/24/2020
Sale of Common Stock
(650)
$10.35
3/26/2020
Purchase of Common Stock
10,258
$10.57
3/27/2020
Purchase of Common Stock
45,354
$10.48
3/30/2020
Purchase of Common Stock
133,479
$10.51
3/31/2020
Purchase of Common Stock
22,265
$10.35
4/1/2020
Purchase of Common Stock
29,661
$10.32
4/2/2020
Purchase of Common Stock
100
$10.37
4/3/2020
Sale of Common Stock
(4,200)
$10.54
4/6/2020
Purchase of Common Stock
28,615
$10.60
4/7/2020
Purchase of Common Stock
500,000
$10.60
4/8/2020
 

 
 
 

 
 
SCHEDULE B
 
Transactions in the Shares over the last 60 days.

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

KARPUS ENTITIES
(THROUGH THE ACCOUNTS)

Purchase of Common Stock
9,900
$11.43
3/11/2020
Purchase of Common Stock
7,000
$11.12
3/12/2020


 
CUSIP NO. 95766Q106
 
 
 
EXHIBIT 99.2
 
Joint Filing Agreement
 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto), dated the date hereof, with respect to the shares of Common Stock of the Western Asset Inflation-Linked Securities & Income Fund. This Joint Filing Agreement shall be filed as an Exhibit to such statement.

April 8, 2020


 
KARPUS MANAGEMENT, INC.
     
 
By:
/s/ Jodi Hedberg
   
Name:
Jodi Hedberg
   
Title:
Chief Compliance Officer


 
/s/ George W. Karpus
 
GEORGE W. KARPUS