Filed pursuant to Rule 424(b)(3)
Registration No. 333-279051
WESTERN ASSET MORTGAGE OPPORTUNITY FUND INC.
SUPPLEMENT DATED NOVEMBER 21, 2024 TO THE
STATEMENT OF ADDITIONAL
INFORMATION DATED AUGUST 28, 2024
Effective as of the date of this supplement, the following supplements and, to the extent inconsistent with, supersedes the section entitled “Management of the
Fund”” in the Fund’s Statement of Additional Information (“SAI”):
SAI
The information contained in the table under “Board of Directors” beginning on page 34 of the SAI is removed entirely and replaced as follows:
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Name, Address(1)
and Birth Year |
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Position(s) Held
with Fund |
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Term of Office
and Length
Time Served |
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Principal Occupations
During Past Five Years |
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Number of
Portfolios
in Fund
Complex(2)
Overseen
by Director |
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Other
Directorships
Held by
Director |
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| INTERESTED DIRECTORS*: |
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| Jane Trust, CFA Born
1962 |
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Director, President and Chief Executive Officer |
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Since 2015 Class
II |
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Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 127 funds associated with FTFA or its affiliates (since 2015); President and
Chief Executive Officer of FTFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of FTFA (2015) |
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116 |
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None |
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| NON-INTERESTED DIRECTORS: |
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| Robert D. Agdern Born
1950 |
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Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison |
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Since 2015 Class
III |
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Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002-2016); Deputy General Counsel responsible
for western hemisphere matters for BP PLC from 1999 to 2001; Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments from 1993 to 1998 (Amoco merged with British
Petroleum in 1998 forming BP PLC) |
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16 |
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None |
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Name, Address(1)
and Birth Year |
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Position(s) Held
with Fund |
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Term of Office
and Length
Time Served |
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Principal Occupations
During Past Five Years |
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Number of
Portfolios
in Fund
Complex(2)
Overseen
by Director |
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Other
Directorships
Held by
Director |
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| Carol L. Colman Born
1946 |
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Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee |
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Since 2010
Class I |
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President, Colman Consulting Co. (consulting) |
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16 |
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None |
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| Daniel P. Cronin Born
1946 |
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Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee |
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Since 2010
Class I |
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Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
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16 |
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None |
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| Paolo M. Cucchi Born
1941 |
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Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee |
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Since 2010
Class I |
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Emeritus Professor of French and Italian at Drew University (since 2014); formerly, Professor of French and Italian at Drew University (2009 to 2014); Vice President and Dean of College of
Liberal Arts at Drew University (1984 to 2009) |
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16 |
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None |
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| Anthony Grillo** Born
1955 |
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Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees |
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Since 2024
Class I |
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Retired; Founder, Managing Director and Partner of American Securities Opportunity Funds (private equity and credit firm) (2006 to 2018); formerly, Senior Managing Director of Evercore
Partners Inc. (investment banking) (2001 to 2004); Senior Managing Director of Joseph Littlejohn & Levy, Inc. (private equity firm) (1999 to 2001); Senior Managing Director of The Blackstone Group L.P. (private equity and credit firm) (1991
to 1999) |
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Formerly, Director of Oaktree Acquisition Corp. II (2020 to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021) |
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Name, Address(1)
and Birth Year |
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Position(s) Held
with Fund |
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Term of Office
and Length
Time Served |
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Principal Occupations
During Past Five Years |
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Number of
Portfolios
in Fund
Complex(2)
Overseen
by Director |
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Other
Directorships
Held by
Director |
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| Eileen A. Kamerick Born
1958 |
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Chair (since November 15, 2024) and Member of Nominating, Compensation, Pricing and Valuation Committee and Audit Committees |
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Since 2013 Class
III |
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Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship
Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College
of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan
Lokey Foundation (2010 to 2012) |
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Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated
Banc-Corp (financial services company) (since 2007); formerly, Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
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| Nisha Kumar Born
1970 |
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Director and Member of Nominating, Compensation and Pricing and Valuation Committees and Chair of Audit Committee |
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Since 2019 Class
II |
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Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011-2021); formerly, Chief Financial Officer and Chief Administrative
Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009). Member of the Council on Foreign Relations |
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Director of The India Fund, Inc. (since 2016); GB Flow Investment LLC; EDAC Technologies Corp.; Nordco Holdings, LLC; and SEKO Global Logistics Network, LLC; formerly, Director of Aberdeen
Income Credit Strategies Fund (2017-2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018) |
3
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Name, Address(1)
and Birth Year |
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Position(s) Held
with Fund |
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Term of Office
and Length
Time Served |
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Principal Occupations
During Past Five Years |
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Number of
Portfolios
in Fund
Complex(2)
Overseen
by Director |
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Other
Directorships
Held by
Director |
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| Peter Mason** Born
1959 |
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Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees |
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Since 2024 Class
III |
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Arbitrator and Mediator (self-employed) (since 2021); formerly, Global General Counsel of UNICEF (non-governmental organization) (1998-2021) |
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16 |
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Chairman of University of Sydney USA Foundation (since 2020); Director of the Radio Workshop (since 2023) |
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| Hillary A. Sale** Born
1961 |
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Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees |
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Since 2024 Class
II |
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Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance, Georgetown Law and Professor of Management, McDonough School of Business (since 2018); formerly, Associate
Dean for Strategy, Georgetown Law (2020-2023); National Association of Corporate Directors Board Faculty Member (since 2021); formerly, a Member of the Board of Governors of FINRA (2016-2022) |
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CBOE U.S. Securities Exchanges, CBOE Futures Exchange, and CBOE SEF, Director (Since 2022); Advisory Board Member of Foundation Press (academic book publisher) (since 2019); Chair of
DirectWomen Board Institute (since 2019); formerly, Member of DirectWomen (nonprofit) (2007-2022) |
| * |
Ms. Trust is an “interested person” as defined in the 1940 Act because she is an officer of FTFA and
certain of its affiliates. |
| ** |
Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason became Directors of the Fund.
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| (1) |
Unless otherwise indicated, the business address of the persons listed above is c/o Chairman of the Fund, Franklin
Templeton, 620 Eighth Avenue, 47th Floor, New York, NY 10018. |
| (2) |
The term “Fund Complex” means two or more registered investment companies that: |
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(a) |
hold themselves out to investors as related companies for purposes of investment and investor services; or
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(b) |
have a common investment adviser or that have an investment adviser that is an affiliated person of the investment adviser
of any of the other registered investment companies. |
The description of each Director’s attributes in the second paragraph on page 37 of the
SAI is removed entirely and replaced as follows:
In addition to the information provided in the table included above, each Director possesses the
following attributes: Mr. Agdern, experience in business and as a legal professional; Ms. Colman, experience as a consultant and investment professional; Mr. Cronin, legal and managerial experience; Mr. Cucchi, experience as a
college professor and leadership experience as an academic dean; Mr. Grillo, experience as a managing director of a private equity and credit firm and experience in investment banking; Ms. Kamerick, experience in business and finance,
including financial reporting, and experience as a board member of a highly regulated financial services company; Ms. Kumar, financial and accounting experience as the chief financial officer of other companies and experience as a board member
of private equity funds; Mr. Mason, legal and managerial experience; Ms. Sale, experience as a college professor and experience as a board member for financial and corporate institutions; and Ms. Trust possesses the following
attributes: investment management and risk oversight experience as an executive and portfolio manager and leadership roles within Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of the Directors
4
are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Director as having any special expertise or experience, and shall not impose any greater responsibility
or liability on any such person or on the Board by reason thereof.
The second paragraph on page 38 of the SAI under “Responsibilities of the Board of
Directors” is removed entirely and replaced as follows:
The Board of Directors is currently comprised of 10 directors, nine of whom are
Independent Directors. Eileen Kamerick serves as Chair of the Board. Ms. Kamerick is an Independent Director. The appointment of Ms. Kamerick as Chair reflects the Board’s belief that her experience in business and finance, including
financial reporting, and experience as a board member of a highly regulated financial services company, facilitates the efficient development of meeting agendas that address the Fund’s business, legal and other needs and the orderly conduct of
board meetings. The Chair develops agendas for Board meetings and presides at all meetings of the Board. The Chair also leads executive sessions of the Independent Directors, serves as a spokesperson for the Independent Directors and serves as a
liaison between the Independent Directors and the Fund’s management between Board meetings. The Independent Directors regularly meet outside the presence of management and are advised by independent legal counsel. The Board also has determined
that its leadership structure, as described above, is appropriate in light of the size and complexity of the Fund, the number of Independent Directors (who constitute a super-majority of the Board’s membership) and the Board’s general
oversight responsibility. The Board also believes that its leadership structure not only facilitates the orderly and efficient flow of information to the Independent Directors from management, including Western Asset and Western Asset Limited, the
Fund’s subadvisers, but also enhances the independent and orderly exercise of its responsibilities.
The information under “Audit Committee” on page
38 of the SAI is removed entirely and replaced as follows:
The Fund’s Audit Committee is composed entirely of all of the Independent Directors.
The members of the Audit Committee are Mses. Colman, Kamerick, Kumar and Sale and Messrs. Agdern, Cronin, Cucchi, Grillo and Mason. Ms. Kumar serves as the Chair of the Audit Committee and has been determined by the Board to be an “audit
committee financial expert.” The principal functions of the Audit Committee are: to (a) oversee the scope of the Fund’s audit, the Fund’s accounting and financial reporting policies and practices and its internal controls and
enhance the quality and objectivity of the audit function; (b) approve, and recommend to the Independent Directors (as such term is defined in the Audit Committee Charter) for their ratification, the selection, appointment, retention or
termination of the Fund’s independent registered public accounting firm, as well as approving the compensation thereof; and (c) approve all audit and permissible non-audit services provided to the
Fund and certain other persons by the Fund’s independent registered public accounting firm. The Audit Committee met five times during the fiscal year ended December 31, 2023. The Audit Committee operates under a written charter adopted and
approved by the Board, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of
the Fund.
The information under “Nominating Committee” on pages 38-39 of the SAI is removed entirely and replaced
as follows:
The Fund’s Nominating Committee, the principal function of which is to select and nominate candidates for election as Directors of
the Fund, is composed of all of the Independent Directors: Mses. Colman, Kamerick, Kumar and Sale and Messrs. Agdern, Cronin, Cucchi, Grillo and Mason. Mr. Cronin serves as the Chair of the Nominating Committee. The Nominating Committee may
consider nominees recommended by the stockholder as it deems appropriate. Stockholders who wish to recommend a nominee should send recommendations to the Fund’s Secretary that include all information relating to such person that is required to
be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the
stockholders. The Nominating Committee met four times during the fiscal year ended December 31, 2023. The Nominating Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Fund’s
website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.
5
The Nominating Committee identifies potential nominees through its network of contacts, and in its
discretion may also engage a professional search firm. The Nominating Committee meets to discuss and consider such candidates’ qualifications and then chooses a candidate by majority vote. The Nominating Committee has not established specific
qualities or skills that it regards as necessary for one or more of the Fund’s Directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, as set forth in the
Nominating Committee Charter, in evaluating a person as a potential nominee to serve as a Director of the Fund, the Nominee Committee may consider the following factors, among any others it may deem relevant:
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whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is
otherwise qualified under applicable laws and regulations to serve as a Director of the Fund; |
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whether or not the person has any relationships that might impair his or her independence, such as any business, financial
or family relationships with Fund management, the investment manager of the Fund, Fund service providers or their affiliates; |
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• |
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whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations
or their related mutual fund complexes; |
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whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the
duties of a Director of the Fund; |
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the contribution which the person can make to the Board and the Fund (or, if the person has previously served as a Director
of the Fund, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience, education and such other factors as the Committee
may consider relevant; |
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the character and integrity of the person; and |
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whether or not the selection and nomination of the person would be consistent with the requirements of the Fund’s
retirement policies. |
The Nominating Committee does not have a formal diversity policy with regard to the consideration of
diversity in identifying potential director nominees but may consider diversity of professional experience, education and skills when evaluating potential nominees for Board membership.
The information under “Pricing and Valuation Committee” on page 39 of the SAI is removed entirely and replaced as follows:
The Fund’s Pricing and Valuation Committee is composed of all of the Independent Directors. The members of the Pricing and Valuation Committee are
Mses. Colman, Kamerick, Kumar and Sale and Messrs. Agdern, Cronin, Cucchi, Grillo and Mason. Ms. Colman serves as Chair of the Fund’s Pricing and Valuation Committee. The principal function of the Pricing and Valuation Committee is to
assist the Board with its oversight of the process for valuing portfolio securities in light of applicable law, regulatory guidance and applicable policies and procedures adopted by the Fund. The Pricing and Valuation Committee met four times during
the fiscal year ended December 31, 2023.
The information under “Compensation Committee” on pages 39-40 of
the SAI is removed entirely and replaced as follows:
The Fund’s Compensation Committee is composed entirely of all of the Independent
Directors. The members of the Compensation Committee are Mses. Colman, Kamerick, Kumar and Sale and Messrs. Agdern, Cronin, Cucchi, Grillo and Mason. Mr. Cucchi serves as Chair of the Fund’s Compensation Committee. The principal function
of the Compensation Committee is to recommend the appropriate compensation of the Independent Directors for their service on the Board and the committees of the Board. The Compensation Committee met once during the fiscal year ended
December 31, 2023. The Compensation Committee operates under a written charter adopted and approved by the Board, a copy of which is available on the Fund’s website at
www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.
Capitalized terms not defined herein have the meanings assigned to them in the Prospectus.
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