0001193805-20-001248.txt : 20201006 0001193805-20-001248.hdr.sgml : 20201006 20201006141741 ACCESSION NUMBER: 0001193805-20-001248 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201006 DATE AS OF CHANGE: 20201006 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81249 FILM NUMBER: 201226344 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/A 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/A 1 e619985_sc13da-wia.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D

 

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)

 

(Amendment No. 2)

 

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)

 

October 1, 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 ý.

 

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) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

6,937,547

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

7,829,047

 
    10   SHARED DISPOSITIVE POWER  
           
          0

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

7,829,047

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

26.86%

 
  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) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

PF; 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  
         
        USA

 
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

103,125 *

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0

 
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

103,125 *

 
    10   SHARED DISPOSITIVE POWER  
           
          0

 
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

103,125 *

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        IN

 

 

* See Item 2 and Item 5.

 

CUSIP NO. 95766Q106

 

  1   NAME OF REPORTING PERSON  
         
       

Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund

 
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  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   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         86,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          0

 
    10   SHARED DISPOSITIVE POWER  
           
          86,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
       

86,000

 
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%

 
  14   TYPE OF REPORTING PERSON  
         
        OO

 

 

CUSIP NO. 95766Q106

 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated to read as follows:

 

(a) This statement is filed by:

 

(i) Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The shares to which this Amendment No. 1 relates are owned directly by the accounts managed by Karpus;

 

(ii) George W. Karpus. Mr. Karpus owns Shares individually and may be deemed the beneficial owner of Shares held by The Karpus Family Foundation (the "Foundation"); and

 

(iii) Karpus Investment Management Profit Sharing Plan Fund B-Conservative Bond Fund (“Karpus Fund”).

 

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, except for Mr. Karpus, who will cease to be a Reporting Persons immediately following the filing of this Amendment No. 1 to the Schedule 13D. 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 Karpus, Karpus Fund and Mr. Karpus is 183 Sully's Trail, Pittsford, New York 14534.

 

(c) The principal business of Karpus is serving as a registered investment adviser that provides investment management for individuals, pension plans, profit sharing plans, corporations, endowments, trusts, and others. The principal occupation of Karpus Fund is investing in securities. The principal occupation George W. Karpus is serving as a consultant.

 

(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 and the Karpus Fund are organized under the laws of the State of New York. Messrs. Karpus, Regan and Robeson are citizens of the United States of America.

 

CUSIP NO. 95766Q106

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated to read as follows:

 

Karpus, an independent registered investment advisor, has accumulated 7,829,047 Shares on behalf of accounts that are managed by Karpus (the "Accounts") under limited powers of attorney, which represents 26.86% 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 7,829,047 Shares beneficially owned by Karpus is approximately $90,006,891, excluding brokerage commissions. The Shares purchased by Karpus 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 103,125 Shares beneficially owned by Mr. Karpus and the Foundation is approximately $1,177,430, excluding brokerage commissions. The shares purchased by Mr. Karpus and the Foundation were purchased with personal funds and 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 86,000 Shares beneficially owned by Karpus is approximately $989,964, excluding brokerage commissions. The Shares purchased by Karpus Fund 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.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a) – (c) are hereby amended and restated to read as follows:

 

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 May 31, 2020, as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on July 24, 2020.

 

A. Karpus

 

  (a) As of the close of business on October 2, 2020, Karpus beneficially owned the 7,829,047 Shares held in the Accounts.

 

Percentage: Approximately 26.86%

 

  (b) 1. Sole power to vote or direct vote: 6,937,547
  2. Shared power to vote or direct vote: 0
  3. Sole power to dispose or direct the disposition: 7,829,047
  4. Shared power to dispose or direct the disposition: 0
     
  (c) The transactions in the Shares by Karpus during the past sixty (60) days are set forth in Schedule B and incorporated herein by reference.

 

CUSIP NO. 95766Q106

 

B. George W. Karpus

 

  (a) As of the close of business on October 2, 2020, George W. Karpus directly beneficially owned 25,525 Shares. In addition, George W. Karpus may be deemed to beneficially own the 77,600 Shares held by the Foundation.

 

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 103,125
  2. Shared power to vote or direct vote: 0
  3. Sole power to dispose or direct the disposition: 103,125
  4. Shared power to dispose or direct the disposition: 0
 
  (c) Neither Mr. Karpus nor the Foundation has not entered into any transactions in the Shares during the past sixty (60) days.

 

C. Karpus Fund

 

   (a) As of October 2, 2020, Karpus Fund beneficially owned 86,000 Shares.

 

Percentage: Less than 1%

 

   (b) 1. Sole power to vote or direct vote: 0
   2. Shared power to vote or direct vote: 86,000
   3. Sole power to dispose or direct the disposition: 0
   4. Shared power to dispose or direct the disposition: 86,000

 

   (c) Karpus Fund did not have any transactions in the Shares during the past sixty (60) days.

 

The filing of this Schedule 13D shall not be deemed 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 securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With respect to the Issuer.

 

Item 6 is hereby amended to add the following:

 

On October 6, 2020, the Reporting Persons who will remain Reporting Persons after the Filing of this Amendment No. 1 to the Schedule 13D entered into a Joint Filing Agreement, pursuant to which the Reporting Persons who will remain 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.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended to add the following exhibit:

 

   99.1 Joint Filing Agreement by and between Karpus Management, Inc. and Karpus Investment Management Profit Sharing Plan Fund B – Conservative Bond Fund, dated October 6, 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: October 6, 2020

 

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

 

  /s/ George W. Karpus
  GEORGE W. KARPUS

 

KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND B – CONSERVATIVE BOND FUND

        
   By: /s/ Kathleen F. Crane
      Name: Kathleen F. Crane
      Title: Chief Financial Officer
of Karpus Investment Management

 

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
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
David D'Ambrosio Senior Vice President 183 Sully's Trail, Pittsford, New York 14534 1,925 Shares
Marijoyce Ryan Vice President of Fiduciary Services 183 Sully's Trail, Pittsford, New York 14534 4,450 Shares

 

CUSIP NO. 95766Q106

 

SCHEDULE B

 

Transactions in the Shares during the past sixty (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)

 

Sale of Common Stock (800) $10.06 08/12/2020
Purchase of Common Stock   23 $10.21 08/17/2020
Purchase of Common Stock   11,257 $10.10 08/18/2020
Purchase of Common Stock   960 $10.10 08/19/2020
Purchase of Common Stock   27,011 $10.12 08/20/2020
Purchase of Common Stock   3,936 $10.12 08/21/2020
Purchase of Common Stock   500 $10.08 09/03/2020
Sale of Common Stock (800) $10.06 08/12/2020
Purchase of Common Stock   23 $10.21 08/17/2020
Purchase of Common Stock   11,257 $10.10 08/18/2020
Purchase of Common Stock   21,646 $10.14 09/10/2020
Purchase of Common Stock   139 $10.12 09/11/2020
Sale of Common Stock (105) $10.16 09/14/2020
Purchase of Common Stock   521 $10.10 09/21/2020
Sale of Common Stock (175) $9.90 09/23/2020
Sale of Common Stock (105) $9.96 09/24/2020
Purchase of Common Stock   80 $9.70 09/25/2020
Purchase of Common Stock   1,933 $9.68 09/28/2020
Purchase of Common Stock   646 $9.69 09/29/2020
Purchase of Common Stock   9,000 $9.67 09/30/2020
Purchase of Common Stock   510 $9.65 10/01/2020
Sale of Common Stock   (19,592) $9.56 10/02/2020

  

EX-99.1 2 e619985_ex99-1.htm JOINT FILING AGREEMENT

 

EXHIBIT 99.1

 

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 Western Asset Inflation - Linked Securities & Income Fund. This Joint Filing Agreement shall be filed as an Exhibit to such statement.

 

Dated: October 6, 2020

 

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

 

KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN FUND B – CONSERVATIVE BOND FUND

        
   By: /s/ Kathleen F. Crane
      Name: Kathleen F. Crane
      Title: Chief Financial Officer
of Karpus Investment Management