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WESTERN ASSET PREMIER BOND FUND

(WEA)
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WESTERN ASSET PREMIER BOND FUND : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/05/2020 | 09:20am EDT

Item 7.01 Regulation FD Disclosure.

Effective November 2, 2020, the Board of Trustees of the Western Asset Premier Bond Fund (the "Fund") amended and restated the Fund's bylaws (the "Bylaws") to, among other modifications, (i) include provisions (collectively, the "Control Share Acquisition Amendment") pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a "Control Share Acquisition" may exercise voting rights with respect to such shares generally only to the extent the authorization of such voting rights is approved by other shareholders of the Fund; (ii) modify the advance notice provisions for shareholder nominations of board members and other business proposals, including the required contents of such notices; (iii) change the vote required to elect board members from a plurality- to a majority-of-all-the votes entitled to be cast in the election of board members; (iv) clarify the procedure for cancelling or postponing a shareholder meeting; (v) clarify the rules for the organization of shareholder meetings and the procedural powers of the chairperson of such meetings; (vi) establish new board member qualifications for nomination and service as a board member; and (vii) include a new provision to aid with meetings of the Board of Trustees and taking action that may be necessary during emergencies that prevent a majority of board members from convening through normal means.

The Control Share Acquisition Amendment is intended to protect the interests of the Fund and its shareholders by limiting the risk that the Fund will become subject to undue influence by any person who makes a Control Share Acquisition of Fund shares. As described further below, the Control Share Acquisition Amendment does not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, it entrusts the Fund's other "non interested" shareholders with determining whether to approve the authorization of voting rights for the person making the Control Share Acquisition with respect to such shares.

Subject to various conditions and exceptions, the Bylaws define a "Control Share Acquisition" to include an acquisition of Fund shares that, but for the Control Share Acquisition Amendment, would entitle the beneficial owner, upon the acquisition of such shares, to vote or direct the voting of shares having voting power in the election of Fund board members within any of the following ranges:

(i) One-tenth or more, but less than one-fifth of all voting power;

(ii) One-fifth or more, but less than one-third of all voting power;

(iii) One-thirdor more, but less than a majority of all voting power; or

(iv) A majority or more of all voting power.

Shares acquired prior to November 2, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Subject to various conditions and procedural requirements set forth in the Bylaws, including the delivery of a "Control Share Acquisition Statement" to the Fund's Secretary setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next meeting of Fund shareholders, notice of which has not been given prior to the receipt by the Fund of the Control Share Acquisition Statement.

The Fund hereby furnishes the information in Exhibit 99.1, its Bylaws.

The above discussion is only a high-level summary of certain aspects of the Control Share Acquisition Amendment and certain other amendments, and is qualified in its entirety by reference to the Bylaws. Investors should refer to the Bylaws for more information.

The information disclosed under this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18 and shall not be deemed to be incorporated by reference into any filing of the Fund under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibit




  99.1 Amended and Restated Bylaws of the Fund, dated November 2, 2020



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