PROXY
STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting
to be Held on April 24, 2020:
The proxy statement is available at
https://www.proxy-direct.com/lmf-31220
The accompanying proxy is solicited by the Board of Trustees of Western Asset Inflation-Linked Income Fund (the Fund) for use at
the annual meeting of shareholders of the Fund, to be held on April 24, 2020 at 10:00 a.m., Eastern time (the Annual Meeting), and at any adjournment(s) or postponement(s) thereof. At the Annual Meeting, shareholders will be asked
to consider the election of Robert Abeles, Jr., Jane F. Dasher, Anita L. DeFrantz, Susan B. Kerley, Ronald L. Olson, Avedick B. Poladian, William E.B. Siart, Jaynie Miller Studenmund, Peter J. Taylor, and Jane E. Trust (collectively, the
Nominees) to the Board of Trustees of the Fund. The Nominees, together with current Fund Trustee Michael Larson, serve on Boards of Trustees/Directors of substantially all of the mutual funds within the Legg Mason fund complex that are
advised by Western Asset Management Company, LLC (Western Asset or the Investment Adviser). Current Fund Trustees Ron Nyberg and Ron Toupin have informed the Fund that they intend to step down from the Board in connection
with the election of the Nominees at the Annual Meeting.
This Proxy Statement and the accompanying form of proxy were first mailed to
shareholders on or about March 30, 2020. Please note that only one annual or semi-annual report or Proxy Statement may be delivered to two or more shareholders of the Fund who share an address, unless the Fund has received instructions to the
contrary. To request a separate copy of an annual or semi-annual report or the Proxy Statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents
are received, shareholders should contact the Fund at 620 Eighth Avenue, 49th Floor, New York, New York 10018 or by calling toll free at 1-888-777-0102.
The Board of Trustees has fixed the close of business on March 25, 2020 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting and any adjournment(s) or postponement(s) thereof. As of the close of business on that date, the Fund had issued and outstanding 29,152,820 common shares of beneficial interest, no par value (the
Shares). The Shares constitute the only outstanding voting securities of the Fund entitled to be voted at the Annual Meeting.
Shareholders of the Fund as of the close of business on March 25, 2020 will be entitled to one vote for each Share held, and a fractional
vote with respect to fractional Shares, with no cumulative voting rights. Thirty percent (30%) of the total Shares of the Fund entitled to vote at the Annual Meeting must be represented in person or by proxy to constitute a quorum for the
Annual Meeting. Each shareholder has the right to revoke his or her proxy at any time before it is voted. A proxy, including a proxy given by telephone or via the Internet, may be revoked by filing with the Secretary of the Fund a written revocation
or a properly executed proxy bearing a later date (including a proxy given by telephone or via the Internet) or by voting in person at the Annual Meeting. Any shareholder may attend the Annual Meeting, whether or not he or she has previously given a
proxy.
The solicitation of proxies for the Annual Meeting will be made primarily by mail. If necessary
to ensure satisfactory representation at the Annual Meeting, additional solicitation may take place in writing or by telephone or personal interview by officers of the Fund (or their designees), who will not receive compensation from the Fund for
such services. In addition, you may receive a telephone call from our proxy solicitor, Computershare, which has been retained to assist shareholders in the voting process. For aiding in the solicitation of proxies from financial intermediaries and
other shareholders, the distribution of proxy materials and providing voting and tabulation services, the Fund will pay Computershare a fee that is not expected to exceed $30,000. The Fund will reimburse brokers and other nominees, in accordance
with New York Stock Exchange approved reimbursement rates, for their expenses in forwarding solicitation material to the beneficial owners of Shares of the Fund. All expenses incurred in connection with the solicitation of proxies by the Board of
Trustees will be borne by the Fund.
Abstentions and broker non-votes (i.e., proxies signed and returned by brokers with
respect to Shares held by brokers or nominees as to which one or more votes is not indicated because (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter) will be counted as Shares present for purposes of determining whether a quorum is present, but will not be counted as having been voted on the matter in question. Assuming that a quorum would
otherwise be present, abstentions and broker non-votes will accordingly have no effect for the purpose of determining whether a Trustee has been elected.
Jane E. Trust, Jeanne M. Kelly, Robert I. Frenkel, Thomas C. Mandia, Tara E. Gormel, Angela N. Velez and Marc A. De Oliveira, the persons
named as proxies on the proxy card accompanying this Proxy Statement, were selected by the Board of Trustees to serve in such capacity. Messrs. Frenkel, Mandia, and De Oliveira and Mses. Trust, Kelly, Gormel, and Velez are officers of the Fund. Each
executed and returned proxy will be voted in accordance with the directions indicated thereon or, if no direction is indicated, such proxy will be voted for the election as a Trustee of the Fund, the nominee listed in this Proxy Statement. Other
proxies returned, including those that are unexecuted or are determined to be improperly completed, will not be voted and may be returned to the sender. Discretionary authority is provided in the proxy as to any matters not specifically referred to
therein. The Board of Trustees is not aware of any other matters which are likely to be brought before the Annual Meeting. However, if any such matters properly come before the Annual Meeting, the persons named in the proxy are fully authorized to
vote thereon in accordance with their judgment and discretion. Except when a different vote is required by any provision of law or the Funds Amended and Restated Agreement and Declaration of Trust (the Declaration of Trust) or
Bylaws, a plurality of the quorum of Shares necessary for the transaction of business at the Annual Meeting will decide any questions and a plurality of Shares voted shall elect a Trustee.
2
HOW TO SUBMIT A PROXY
Important Notice Regarding the Availability of Proxy Materials
for the Meeting to be Held on April 24, 2020
The proxy statement and related materials are available at
https://www.proxy-direct.com/lmf-31220
Shareholders of record may submit a proxy in respect of their Shares by using any of the following methods:
By Telephone. Submit a proxy by calling the toll-free telephone number printed on the proxy card. The proxy card should be in hand when
making the call. Easy-to-follow voice prompts allow the shareholder of record to authenticate his or her identity by entering the validation numbers printed on the enclosed proxy card, provide voting instructions for the Shares, and confirm that the
instructions have been properly recorded.
Please see the instructions on the enclosed card for telephone touch-tone proxy submission.
Shareholders will have an opportunity to review their voting instructions and to make any necessary changes before submitting their voting instructions and terminating their telephone call.
By Internet. Submit a proxy via the Internet by accessing the web address printed on the proxy card. The proxy card should be in hand
when accessing the web page. Easy-to-follow on screen instructions allow the shareholder of record to authenticate his or her identity by entering validation numbers printed on the enclosed proxy card, provide voting instructions for the Shares, and
confirm that the instructions have been properly recorded.
Please see the instructions on the enclosed proxy card for Internet proxy
submission. Shareholders will have the opportunity to review their voting instructions and to make any necessary changes before submitting their voting instructions.
By Mail. Shareholders of record may complete, sign, and date the proxy card and return it in the prepaid envelope provided.
3
PROPOSAL
ELECTION OF TEN TRUSTEES
In accordance with the Declaration of Trust, the Trustees were divided into the following three classes (each a Class) prior to the
initial public offering of the Shares: Class I, whose term will expire at the Funds 2022 annual meeting of shareholders; Class II, whose term will expire at the Funds 2023 annual meeting of shareholders; and Class III, whose term will
expire at the Funds 2021 annual meeting of shareholders. At each annual meeting, successors to the Class of Trustees whose term expires at that annual meeting will be nominated for a three-year term. In connection with the Annual Meeting and
nomination of the Nominees, the Board has approved an increase in the size of the Board from three Trustees to eleven Trustees. The increase in the size of the Board in connection with the Annual Meeting has been apportioned among the Classes so as
to maintain a number of Trustees in each Class as nearly equal as possible.
The following table sets forth the Nominees who will stand
for election at the Annual Meeting, the Class of Trustees to which they have been designated and the expiration of their terms if elected:
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NOMINEE
|
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CLASS
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EXPIRATION OF TERM IF ELECTED*
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Susan B. Kerley
Ronald L. Olson
Avedick B.
Poladian
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Class I
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2022 Annual Meeting
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Robert Abeles, Jr.
Jane F. Dasher
Anita L.
DeFrantz
Jane E. Trust
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Class II
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2023 Annual Meeting
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William E.B. Siart
Jaynie Miller Studenmund
Peter J.
Taylor
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Class III
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2021 Annual Meeting
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*
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Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his
or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.
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Under the Funds classified Board structure, ordinarily only the Trustee(s) in a single Class may be replaced in any one year, and it
would require a minimum of two years to change a majority of the Board of the Fund under normal circumstances.1 This structure, which may be regarded as an anti-takeover measure, may
make it more difficult for the Funds shareholders to change the majority of Trustees of the Fund and, thus, promotes the continuity of management. At this years Annual Meeting, Trustees for each Class are standing for election due to the
increase in the size of the Board approved by the Trustees in connection with the nomination of the Nominees and the Annual Meeting.
It
is the intention of the persons designated as proxies in the proxy card to vote as directed; unless otherwise directed in a proxy, the persons designated as proxies intend to vote at the Annual Meeting for the election of Messrs. Abeles, Olson,
Poladian, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley, Studenmund, and Trust. The Nominees
4
1
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At this years Annual Meeting shareholders will elect Trustees to all three Classes because, as described
above, the Board has approved an increase in the size of the Board and that increase as been apportioned among the Classes.
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have agreed to serve if elected at the Annual Meeting. If any of the Nominees are unable or for good cause will not serve, the persons named in the proxies will vote the proxies for such other
person as the Board of Trustees may recommend.
Information Regarding the Trustees and Nominees. Information about the Trustees,
and Nominees, including their years of birth, is set forth below. The address of each Trustee and Nominee is c/o the Fund at its principal business address (620 Eighth Avenue, 49th Floor, New
York, New York 10018). Each of the individuals listed below is a Nominee for election at the Annual Meeting, except for Messrs. Larson, Nyberg and Toupin. Messrs. Nyberg and Toupin have informed the Fund that they intend to step down from the Board
in connection with the election of the Nominees at the Annual Meeting. Ms. Trust is the President and Chief Executive Officer of the Fund. No other Nominee serves as an officer of the Fund.
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Name and
Year of Birth
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Position(s)
Held With
Fund
|
|
Term of
Office and
Length of
Time
Served*
|
|
Principal Occupations
During the Past 5 Years
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Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
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Other Directorships
Held by Trustee
or
Nominee**
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Shares of
the Fund
Beneficially
Owned on
December 31,
2019
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Independent Trustees and Nominees
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Robert Abeles, Jr.
Born 1945
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Nominee
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If elected, term expires in 2023; served since 2013.
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Senior Vice President Emeritus (since 2016) and formerly, Senior Vice President, Finance and Chief Financial Officer (2009 to 2016) at University of Southern California.
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55
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Board Member, Great Public Schools Now (since 2018); Board Member, Excellent Education Development (since 2012).
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None
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Michael Larson
Born 1959
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Trustee and current Chairperson of the Board of Trustees(1)(2)
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Term expires in 2022; served since 2004.
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Chief Investment Officer for William H. Gates III (since 1994)(3).
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57
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Republic Services, Inc. (since 2009); Fomento Economico Mexicano, SAB (since 2011); EcoLab Inc. (since 2012). Formerly, Autonation, Inc. (2010-2018).
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4,534***
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Jane F. Dasher
Born 1949
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Nominee
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If elected, term expires in 2023; served since 1999.
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Chief Financial Officer, Long Light Capital, LLC, formerly known as Korsant Partners, LLC (a family investment company) (since 1997).
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55
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Director, Visual Kinematics, Inc. (since 2018).
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None
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5
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Name and
Year of Birth
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Position(s)
Held With
Fund
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|
Term of
Office and
Length of
Time
Served*
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|
Principal Occupations
During the Past 5 Years
|
|
Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
|
|
Other Directorships
Held by Trustee
or
Nominee**
|
|
Shares of
the Fund
Beneficially
Owned on
December 31,
2019
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Anita L. DeFrantz
Born 1952
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Nominee
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If elected, term expires in 2023; served since 1998.
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President of Tubman Truth Corp. (since 2015); President Emeritus (since 2015) and formerly, President (1987 to 2015) and Director (1990 to 2015) of LA84 (formerly Amateur Athletic Foundation of Los Angeles); Member (since 1986),
Member of the Executive Board (since 2013) and Vice President (since 2017) of the International Olympic Committee.
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55
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None.
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None
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Susan B. Kerley
Born 1951
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Nominee
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If elected, term expires in 2022; served since 1992.
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Investment Consulting Partner, Strategic Management Advisors, LLC (investment consulting) (since 1990).
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55
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Director and Trustee (since 1990) and Chairman (since 2017 and 2005 to 2012) of
various series of MainStay Family of Funds (66 funds); formerly, Investment Company Institute (ICI) Board of Governors (2006 to 2014); ICI Executive Committee
(2011 to 2014); Chairman of the Independent Directors Council
(2012 to 2014).
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None
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6
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Name and
Year of Birth
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Position(s)
Held With
Fund
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|
Term of
Office and
Length
of
Time Served*
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Principal Occupations
During the Past 5 Years
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|
Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
|
|
Other Directorships
Held by Trustee
or
Nominee**
|
|
Shares of
the Fund
Beneficially
Owned on
December 31,
2019
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Ronald A. Nyberg
Born 1954
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Trustee(1)(2)
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Term expires at Annual Meeting(4); served since 2003.
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Partner, Momkus McCluskey, LLC (since 2016). Formerly, Partner, Nyberg & Cassioppi, LLC (2000-2016); Executive Vice President, General Counsel and Corporate Secretary of Van Kampen Investments (1982-1999).
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2
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Edward-Elmhurst Healthcare System (since 2012); Guggenheim Funds Group (since 2003); PPM Funds (since 2018). Formerly, Managed Duration Investment Grade Municipal Fund (2003-2016).
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811
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Avedick B. Poladian
Born 1951
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Nominee
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If elected, term expires in 2022; served since 2007.
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Director and Advisor (since 2017) and former Executive Vice President and Chief Operating Officer (2002 to 2016) of Lowe Enterprises, Inc. (privately held real estate and hospitality firm); formerly, Partner, Arthur Andersen, LLP
(1974 to 2002).
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55
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Occidental Petroleum Corporation (since 2008); California Resources Corporation (since 2014); and Public Storage (since 2010).
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None
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William E.B. Siart
Born 1946
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Nominee
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If elected, term expires in 2021; served since 1997.
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Chairman of Great Public Schools Now (since 2015); Chairman of Excellent Education Development (since 2000); formerly, Trustee of The Getty Trust (2005 to 2017); Chairman of Walt Disney Concert Hall, Inc. (1998 to 2006).
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55
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Member of Board of United States Golf Association, Executive Committee Member (since 2018).
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None
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7
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Name and
Year of Birth
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Position(s)
Held With
Fund
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Term of
Office and
Length
of
Time Served*
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Principal Occupations
During the Past 5 Years
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|
Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
|
|
Other Directorships
Held by Trustee
or
Nominee**
|
|
Shares of
the Fund
Beneficially
Owned on
December 31,
2019
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Jaynie Miller Studenmund
Born 1954
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Nominee
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If elected, term expires in 2021; served since 2004.
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Corporate Board Member and Advisor (since 2004); retired as Chief Operating Officer of Overture Services, Inc. (publicly traded internet company that created search engine marketing) (2001 to 2004); Executive vice president for
consumer and business banking for three national financial institutions (1984 to 1997).
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55
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Director of Pacific Premier Bancorp Inc. and Pacific Premier Bank (since 2019); Director of EXL (operations management and analytics company) (since 2018); Director of CoreLogic, Inc. (information, analytics and business services
company) (since 2012); formerly, Director of Pinnacle Entertainment, Inc. (gaming and hospitality company) (2012 to 2018); Director of LifeLock, Inc. (identity theft protection company) (2015 to 2017); Director of Orbitz Worldwide, Inc. (online
travel company) (2007 to 2014).
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None
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Peter J. Taylor
Born 1958
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Nominee
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If elected, term expires in 2021; served since 2019.
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President to ECMC Foundation (nonprofit organization) (since 2014); formerly, Executive Vice President and Chief Financial Officer for University of California system (2009 to 2014); Managing Director, Barclays Capital (investment
bank) (2008 to 2009); Managing Director, Lehman Brothers (investment bank) (1993 to 2008).
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55
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Member of the Board of Trustees of California State University system; Director of Pacific Mutual Holding Company,(5) Kaiser Family Foundation, Ralph M. Parson Foundation, and
Edison International.
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None
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8
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Name and
Year of Birth
|
|
Position(s)
Held With
Fund
|
|
Term of
Office and
Length
of
Time Served*
|
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Principal Occupations
During the Past 5 Years
|
|
Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
|
|
Other Directorships
Held by Trustee
or
Nominee**
|
|
Shares of
the Fund
Beneficially
Owned on
December 31,
2019
|
Ronald E. Toupin, Jr.
Born 1959
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Trustee(1)(2)
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Term expires in 2021(4); served since 2003.
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Portfolio Consultant (since 2010); Member, Governing Council (since 2013) and Executive Committee (2016-2018), Independent Directors Council; Governor, Board of Governors (since 2018), Investment Company Institute. Formerly, Vice
President, Manager and Portfolio Manager of Nuveen Asset Management (1998-1999); Vice President of Nuveen Investment Advisory Corporation (1992-1999); Vice President and Manager of Nuveen Unit Investment Trusts (1991-1999); Assistant Vice President
and Portfolio Manager of Nuveen Unit Investment Trusts (1988-1999), each of John Nuveen & Company, Inc. (1982-1999).
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2
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Guggenheim Funds Group (since 2003). Formerly, Managed Duration Investment Grade Municipal Fund (2003-2016).
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2,394
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Interested Nominee
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Ronald L. Olson
Born 1941
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Nominee(6)
|
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If elected, term expires in 2022; served since 2005.
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Partner of Munger, Tolles & Olson LLP (a law partnership) (since 1968).
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55
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Berkshire Hathaway, Inc.; formerly, Graham Holdings Company (formerly, The Washington Post Company) (2003 to 2017).
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None
|
9
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Name and
Year of Birth
|
|
Position(s)
Held With
Fund
|
|
Term of
Office and
Length
of
Time Served*
|
|
Principal Occupations
During the Past 5 Years
|
|
Number of
Portfolios
In Fund
Complex**
Overseen
by Trustee
or
Nominee
|
|
Other Directorships
Held by Trustee
or
Nominee**
|
|
Shares of
the Fund
Beneficially
Owned on
December 31,
2019
|
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Interested Nominee and Officer
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Jane E. Trust
Born 1962
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Nominee and President and Chief Executive Officer(7)
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If elected, term expires in 2023; served since 2015.
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Senior Managing Director of Legg Mason & Co., LLC (Legg Mason & Co.) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 145 funds associated with Legg Mason
Partners Fund Advisor, LLC (LMPFA) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital
Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007).
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142(8)
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None.
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None
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(1)
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Member of the Audit Committee of the Board of Trustees.
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(2)
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Member of the Governance and Nominating Committee of the Board of Trustees.
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(3)
|
Mr. Larson is the chief investment officer for William H. Gates III and in that capacity oversees all of
the non-Microsoft investments of Mr. Gates and all of the investments of the Bill and Melinda Gates Foundation Trust. Since 1997, Western Asset, the Funds investment adviser, has provided discretionary investment advice with respect to
one or more separate investment portfolios for Mr. Gates and the Bill and Melinda Gates Foundation Trust. Since the beginning of the last two completed fiscal years of the Fund, at no time did the value of those investment portfolios exceed
0.5% of Western Assets total assets under management. No changes to these arrangements are currently contemplated.
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(4)
|
Messrs. Nyberg and Toupin have informed the Fund that they intend to step down from the Board in connection
with the election of the Nominees at the Annual Meeting.
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10
(5)
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Western Asset and its affiliates provide investment advisory services with respect to registered investment
companies sponsored by an affiliate of Pacific Mutual Holding Company (Pacific Holdings). Affiliates of Pacific Holdings receive compensation from LMPFA or its affiliates for shareholder or distribution services provided with respect to
registered investment companies for which Western Asset or its affiliates serve as investment adviser.
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(6)
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Mr. Olson is considered to be an interested person (as defined in section 2(a)(19) of the
Investment Company Act of 1940, as amended (the 1940 Act)) of the Fund because his law firm has provided legal services to the Investment Adviser.
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(7)
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Ms. Trust is an interested person (as defined in section 2(a)(19) of the 1940 Act) of the Fund
because of her position with subsidiaries of, and ownership of shares of common stock of, Legg Mason, Inc., the parent company of the Investment Adviser.
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(8)
|
Ms. Trust is a Director/Trustee for 142 funds associated with Legg Mason & Co., LLC or its
affiliates. Legg Mason & Co., LLC is an affiliate of Western Asset.
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*
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Indicates the earliest year in which a Trustee or Nominee became a Board member for a Fund in the Fund complex.
If elected, each Nominee would oversee 57 funds in the Legg Mason Funds complex (other than Ms. Trust, who would oversee 144 funds as Trustee/Director).
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**
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Each current Trustee also serves as a Trustee of Western Asset Inflation-Linked Opportunities & Income
Fund (WIW), a closed-end investment company, which is considered part of the same Fund Complex as the Fund. Mr. Larson and each Nominee also serve as a member of the Boards of Western Asset Investment Grade Income Fund Inc.
(closed-end investment company) (PAI), Western Asset Premier Bond Fund (closed-end investment company) (WEA) and the portfolios of Western Asset Funds, Inc., Legg Mason Partners Income Trust, Legg Mason Partners Institutional
Trust, Legg Mason Partners Money Market Trust, Legg Mason Partners Premium Money Market Trust, Legg Mason Partners Variable Income Trust and Master Portfolio Trust (each an open-end investment company), which, together with WIW (the Western
Asset Funds), are all considered part of the same Fund Complex as the Fund. Western Asset serves as an investment adviser to a number of the Western Asset Funds. The Funds subadvisers, Western Asset Management Company Limited
(Western London), Western Asset Management Company Pte. Ltd. (Western Singapore) and Western Asset Management Company Ltd. (Western Japan) (each, a Subadviser and together, the
Subadvisers), each also serve as subadviser to one or more of the Western Asset Funds or a series thereto.
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***
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As discussed below under Share Ownership Information, Mr. Larson disclaims beneficial
ownership of the Shares beneficially owned by Cascade Investment, L.L.C. and William H. Gates III.
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Additional Information Concerning
the Board of Trustees
The Board believes that each Trustees and Nominees experience, qualifications, attributes or skills
on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Board possesses the requisite skills and attributes. The Board believes that the Trustees and Nominees ability to review
critically, evaluate, question and discuss information provided to them, to interact effectively with the Funds Investment Adviser, the Subadvisers, other service providers, counsel and independent auditors, and to exercise effective business
judgment in the performance of their duties, serves to support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others, of its members and the Nominees in reaching its
conclusion: his or her character and integrity; such persons length of service as a Board member of the
11
Fund; such persons willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; and as to each Nominee other than Mr. Olson and
Ms. Trust, his or her status as not being an interested person (as defined in the 1940 Act) of the Fund (an Independent Trustee). In addition, the following specific experience, qualifications, attributes and/or skills
apply as to each Trustee or Nominee:
Current Board Members:
Mr. Larson, portfolio management expertise and experience, including his current position as Chief Investment Officer for William H. Gates
III, with responsibility for all of Mr. Gatess non-Microsoft investments and all of the investments of the Bill & Melinda Gates Foundation Trust; prior significant experience overseeing fixed income investment strategies and
making fixed income investment decisions at various investment management companies, including Harris Investment Management, Putnam Management Company and ARCO Investment Management Company; and experience as a board member of various businesses and
other organizations; Mr. Nyberg, business and legal expertise and experience, including significant experience with the regulatory requirements and other legal matters applicable to the investment management industry and closed-end funds such
as the Fund as General Counsel for Van Kampen Investments; experience as a senior partner of a law firm; and experience serving on the boards of investment companies; and Mr. Toupin, portfolio management expertise and experience, including
significant experience overseeing fixed income investment strategies and making fixed income investment decisions for investment companies within the Nuveen Investments fund complex, and experience serving on the boards of investment companies.
The Nominees:
Mr. Abeles, business,
accounting and finance expertise and experience as a chief financial officer, board member and/or executive officer of various businesses and other organizations; Ms. Dasher, experience as a chief financial officer of a private investment
company; Ms. DeFrantz, business expertise and experience as a president, board member and/or executive officer of various businesses and non-profit and other organizations; Ms. Kerley, investment consulting experience and background and
mutual fund board experience; Mr. Poladian, business, finance and accounting expertise and experience as a board member of various businesses and/or as a partner of a multi-national accounting firm; Mr. Siart, business and finance
expertise and experience as a president, chairperson, chief executive officer and/or board member of various businesses and non-profit and other organizations; Ms. Studenmund, business and finance expertise and experience as a president, board
member and/or chief operating officer of various businesses; Mr. Olson, business and legal expertise and experience as a partner of a law firm and/or board member of various businesses and non-profit and other organizations; Mr. Taylor,
business and finance expertise and experience as a chief financial officer, president and/or board member of various businesses and non-profit organizations; and Ms. Trust, investment management and risk oversight experience as an executive and
portfolio manager and leadership roles within Legg Mason and affiliated entities.
References to the qualifications, attributes and skills
of the Trustees and Nominees above are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Trustee or Nominee 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 Board has determined that its leadership
structure is appropriate given the business and nature of the Fund. In connection with its determination, the Board considered that the Chairperson of the Board is an Independent Trustee.
12
The Chairperson of the Board can play an important role in setting the agenda of the Board and also serves as a key point person for dealings between management and the other Independent
Trustees. The Independent Trustees believe that the Chairpersons independence facilitates meaningful dialogue between Fund management and the Independent Trustees. The Board also considered that the chairperson of each Board committee is an
Independent Trustee, which yields similar benefits with respect to the functions and activities of the various Board committees (e.g., each committees chairperson works with the Investment Adviser, the Subadvisers and other service providers
to set agendas for the meetings of the applicable Board committees). Through the committees, the Independent Trustees consider and address important matters involving the Fund, including those presenting conflicts or potential conflicts of interest
for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its committees help ensure that the Fund has effective and independent
governance and oversight. The Board also believes that its leadership structure, in which the Chair of the Board is not affiliated with Legg Mason, is appropriate. The Board also believes that its leadership structure facilitates the orderly and
efficient flow of information to the Independent Trustees from management, including the Investment Adviser and the Subadvisers. The Board reviews its structure on an annual basis.
As an integral part of its responsibility for oversight of the Fund in the interests of shareholders, the Board oversees risk management of
the Funds investment programs and business affairs. The function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Fund. The Board
has emphasized to the Investment Adviser and the Subadvisers the importance of maintaining vigorous risk management. The Board exercises oversight of the risk management process primarily through the Audit Committee and through oversight by the
Board itself.
The Fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, reputational risk, risk of
operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations,
shareholder services, investment performance or reputation of the Fund. Under the overall supervision of the Board or the applicable Committee, the Fund, the Investment Adviser, the Subadvisers, the affiliates of the Investment Adviser or the
Subadvisers, and other service providers to the Fund employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects
of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Funds and Western Assets chief compliance officer
(CCO) and Western Assets chief risk officer, as well as various personnel of the Investment Adviser, the Subadvisers and other service providers such as the Funds independent accountants, report to the Audit Committee and/or
to the Board from time to time with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. These reports and other similar reports received by the Trustees as to risk management
matters are typically summaries of the relevant information. The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be
necessary to bear certain risks (such as investment-related risks) to achieve the Funds goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
Audit Committee. The Board of Trustees has established an Audit Committee composed solely of Trustees who are not interested
persons (as defined in the 1940 Act) of the Fund, the Investment Adviser or the Subadvisers. As of the date of this proxy statement, the Audit Committee consists of Messrs. Larson, Nyberg and Toupin (Chairperson). If
13
the Nominees are elected, the Board expects that the Audit Committee would consist of Messrs. Abeles, Larson, Poladian, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. Each
member of the Audit Committee is independent, as independence for audit committee members is defined in the currently applicable listing standards of the New York Stock Exchange, on which the Shares of the Fund are listed and traded. The
Audit Committee provides oversight with respect to the accounting and financial reporting policies and procedures of the Fund and, among other things, considers the selection of the independent registered public accounting firm for the Fund and the
scope of the audit and approves services proposed to be performed by the independent registered public accounting firm on behalf of the Fund and, under certain circumstances, the Investment Adviser, the Subadvisers and certain of their affiliates.
The Trustees have adopted a written charter for the Audit Committee, a copy of which is available on the Funds website at www.lmcef.com and click on the name of the Fund.
The Audit Committee of the Fund has submitted the following report:
The Audit Committee has reviewed and discussed with management of the Fund the audited financial statements for the Funds
last fiscal year. The Audit Committee has discussed with the Funds independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301 (SAS No. 1301). SAS
No. 1301 requires the independent registered public accounting firm to communicate to the Audit Committee matters including, if applicable: (1) methods used to account for significant unusual transactions; (2) the effect of
significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for
the independent registered public accounting firms conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of accounting principles and certain other matters. The Audit
Committee has received the written disclosures and the letter from the Funds independent registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526 (requiring the independent registered public accounting
firm to make written disclosures to and discuss with the Audit Committee various matters relating to the independent registered public accounting firms independence), and has discussed with such independent registered public accounting firm
the independence of such independent registered public accounting firm. Based on the foregoing review and discussions, the Audit Committee recommended to the Trustees the inclusion of the Funds audited financial statements for the last fiscal
year in the Funds annual report to shareholders.
Michael Larson
Ronald Nyberg
Ronald Toupin (Chairman)
Governance and Nominating Committee. The Board of Trustees has established a Governance Committee composed solely of Trustees who are
not interested persons (as defined in the 1940 Act) of the Fund, the Investment Adviser or the Subadvisers. As of the date of this proxy statement, the Governance Committee consists of Messrs. Larson, Nyberg (Chairperson) and Toupin. If
the Nominees are elected, the Board expects that the Governance Committee would consist of Messrs. Abeles, Larson, Poladian, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. The Governance Committee meets to select nominees for
election as Trustees of the Fund and consider other matters of Board policy. The Trustees have adopted a written charter for the Governance Committee, a copy of which is available on the Funds website at www.lmcef.com and click on the name of
the Fund. The
14
Governance Committee requires that Trustee candidates have a college degree or equivalent business experience, but has not otherwise established specific minimum qualifications that must be met
by an individual to be considered by the Governance Committee for nomination as a Trustee. The Governance Committee may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to:
(i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board of Trustees, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise,
(v) an assessment of the candidates ability, judgment and expertise and (vi) overall diversity of the Boards composition.
Although the Governance Committee does not have a formal policy with regard to the consideration of diversity in identifying Trustee nominees,
as a matter of practice the Governance Committee typically considers the overall diversity of the Boards composition when identifying nominees. Specifically, the Governance Committee considers the diversity of skill sets desired among the
Board members in light of the Funds characteristics and circumstances and how those skill sets might complement each other. The Governance Committee also takes into account the personal background of current and prospective Board members in
considering the composition of the Board. In addition, as part of its annual self-evaluation, the Trustees have an opportunity to consider the diversity of the Board, both in terms of skill sets and personal background, and any observations made by
the Board during the self-evaluation inform the Governance Committee in its decision making process.
The Governance Committee may
consider candidates for Trustee recommended by the Funds current Trustees, officers, Investment Adviser, Subadvisers, shareholders or any other source deemed to be appropriate by the Governance Committee. Candidates properly submitted by
shareholders (as described below) will be considered and evaluated on the same basis as candidates recommended by other sources.
The
policy of the Governance Committee is to consider nominees recommended by shareholders to serve as Trustee, provided that any such recommendation is submitted in writing to the Fund, to the attention of the Secretary, at the address of the principal
executive offices of the Fund, not less than one hundred and twenty calendar days nor more than one hundred and thirty-five calendar days prior to the date of the meeting at which the nominee would be elected and that such shareholder recommendation
contains the information about such nominee required by the Funds procedures for shareholders to submit nominee candidates, which are a part of the Governance Committees Charter. The Governance Committee has full discretion to reject
nominees recommended by shareholders, and there is no assurance that any such person so recommended and considered by the Governance Committee will be nominated for election to the Funds Board of Trustees.
Meetings. During the fiscal year ended November 30, 2019, the Board of Trustees held four meetings, the Audit
Committee held four meetings and the Governance Committee held three meetings. Each Trustee attended at least 75% of the aggregate of the total number of meetings of the Board of Trustees and the Committees of the Board of Trustees on which he or
she served. The Trustees did not attend the Funds annual shareholder meeting in May 2019.
Shareholder
Communications. The Board of Trustees provides a process for shareholders to send communications to the Board of Trustees. Shareholders may mail written communications to the attention of the Board of Trustees, care of the Funds Secretary,
at the Funds administrator, Legg Mason Partners Fund Advisor, LLC (LMPFA), 620 Eighth Avenue, 49th Floor, New York, New York 10018. The written communication must include the shareholders name, be signed by the shareholder,
refer to the Fund, and include the class and number of Shares held by the shareholder as of a
15
recent date. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel, and other advisers as appropriate, which shareholder communications will be
relayed to the Board.
Trustee and Nominee Holdings. The following table states the dollar range of equity securities
beneficially owned as of December 31, 2019, by each Trustee and Nominee in the Fund and, on an aggregate basis, in any registered investment companies overseen or to be overseen by the Trustee or Nominee in the same family of investment
companies.
|
|
|
|
|
|
|
|
|
Name of Trustee or Nominee
|
|
Dollar Range of Equity
Securities in the Fund
|
|
|
Aggregate Dollar Range of
Equity Securities in all
Funds Overseen or to be
Overseen by Trustee or
Nominee in Family
of
Investment Companies(1)
|
|
Independent Trustees and Nominees
|
|
|
|
|
|
|
|
|
Robert Abeles, Jr.
|
|
|
None
|
|
|
|
None
|
|
Jane F. Dasher
|
|
|
None
|
|
|
|
Over 100,000
|
|
Anita L. DeFrantz
|
|
|
None
|
|
|
|
10,001-50,000
|
|
Susan B. Kerley
|
|
|
None
|
|
|
|
Over 100,000
|
|
Michael Larson
|
|
|
50,001-100,000
|
|
|
|
Over 100,000
|
|
Ronald A. Nyberg
|
|
|
1-10,000
|
|
|
|
10,001-50,000
|
|
Avedick B. Poladian
|
|
|
None
|
|
|
|
Over 100,000
|
|
William E.B. Siart
|
|
|
None
|
|
|
|
None
|
|
Jaynie Miller Studenmund
|
|
|
None
|
|
|
|
Over 100,000
|
|
Peter J. Taylor
|
|
|
None
|
|
|
|
10,001-50,000
|
|
Ronald E. Toupin, Jr.
|
|
|
10,001-50,000
|
|
|
|
50,001-100,000
|
|
Interested Nominees
|
|
|
|
|
|
|
|
|
Ronald L. Olson
|
|
|
None
|
|
|
|
10,001-50,000
|
|
Jane E. Trust
|
|
|
None
|
|
|
|
Over 100,000
|
|
(1)
|
The term Family of Investment Companies means any two or more registered investment companies that share the
same investment adviser or hold themselves out as related companies for purposes of investment or investor services. Family of investment companies for these purposes includes the Western Asset Funds.
|
Trustee Compensation. Trustees of the Fund who are not Independent Trustees receive no salary or fees from the Fund. Each Independent
Trustee of the Fund receives a fee of $35,000 annually for serving as a Trustee of the Fund. The Chairperson of the Board of Trustees receives an additional $10,000 per year for serving in that capacity. The Audit Committee Chairperson and the
Governance Committee Chairperson each receive an additional $6,000 annually for serving in their respective capacities.
The Trustees and
Nominees received the compensation set forth in the following table for serving as Trustees of the Fund and as Trustees of the other funds in the same Fund Complex during the time periods indicated below.
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee or Nominee
|
|
Aggregate
Compensation
from the
Fund(1)
|
|
|
Pension or
Retirement Benefits
Accrued as Part of
Funds Expenses
|
|
|
Estimated
Annual
Benefits Upon
Retirement
|
|
|
Total Compensation
from the Fund and
its Fund Complex
Paid to Trustees(2)
|
|
Independent Trustees and Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert Abeles, Jr.
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
242,000
|
(3)
|
Jane F. Dasher
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
296,000
|
(4)
|
Anita L. DeFrantz
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
217,000
|
(3)
|
Susan B. Kerley
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
316,000
|
(4)
|
Michael Larson
|
|
$
|
29,684
|
|
|
|
$0
|
|
|
|
$0
|
|
|
$
|
90,000
|
|
Ronald A. Nyberg
|
|
$
|
27,046
|
|
|
|
$0
|
|
|
|
$0
|
|
|
$
|
82,000
|
|
Avedick B. Poladian
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
217,000
|
(3)
|
William E.B. Siart
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
257,000
|
(3)
|
Jaynie Miller Studenmund
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
217,000
|
(3)
|
Peter J. Taylor
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
$
|
108,165
|
(3)(5)
|
Ronald E. Toupin, Jr.
|
|
$
|
27,046
|
|
|
|
$0
|
|
|
|
$0
|
|
|
$
|
82,000
|
|
Interested Nominees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald L. Olson
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
(6)
|
Jane E. Trust
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
(6)
|
(1)
|
As of fiscal year ended November 30, 2019.
|
(2)
|
Represents aggregate compensation paid to each Trustee during the year ended December 31, 2019 for serving
as Trustees to the Fund and the Fund Complex as of December 31, 2019. Messrs. Larson, Nyberg and Toupin each also serve as Trustees to WIW, which is part of the same Fund Complex as the Fund. Mr. Larson and each of the Nominees are also
members of the Boards of the Western Asset Funds, which are part of the same Fund Complex as the Fund.
|
(3)
|
Includes amounts received in 2019 from Western Asset Funds, Inc., WEA and PAI which are considered part of the
same Fund Complex as the Fund.
|
(4)
|
Includes amounts received in 2019 from Legg Mason Partners Income Trust, Legg Mason Partners Institutional
Trust, Legg Mason Partners Money Market Trust, Legg Mason Partners Premium Money Market Trust, Legg Mason Partners Variable Income Trust and Master Portfolio Trust, which are considered part of the same Fund Complex as the Fund.
|
(5)
|
Includes amounts received in 2019 from WEA, PAI, and the portfolios of Western Asset Funds, Inc., which are
considered part of the same Fund Complex as the Fund. From March 1, 2019 to December 31, 2019, Mr. Taylor was retained to provide services to the Independent Board members of Western Asset Funds, Inc. with respect to their oversight
of Western Asset Funds, Inc. His compensation for these services, paid by Western Asset Funds, Inc., was set at an annual rate of $110,000.
|
(6)
|
Mr. Olson and Ms. Trust are not compensated by the Fund for their services as Trustees because of
their relationships with Western Asset and Western Assets parent company, respectively.
|
During the fiscal year
ended November 30, 2019, the Fund paid no remuneration to its officers, all of whom were also officers or employees of an investment manager, the Funds former servicing agent, or their respective affiliates.
17
Required Vote. A plurality of the Shares voted at the Annual Meeting with respect to a
particular Class of Trustees is required to elect a Trustee nominee as a member of that Class of Trustees. Thus, with respect to Class I, Class II and Class III, the Trustee nominees who receive the greatest number of votes properly cast (even if
such amount is less than fifty percent of the votes properly cast) will be elected as a Class I, Class II and Class III Trustees, as applicable. The Trustees unanimously recommend that shareholders vote to elect Messrs. Abeles, Olson, Poladian,
Siart and Taylor and Mses. Dasher, DeFrantz, Kerley, Studenmund, and Trust to the Board of Trustees as a Trustee of the Classes specified above.
INFORMATION CONCERNING THE INVESTMENT
MANAGERS AND THE FUNDS OFFICERS
Western Asset is an investment manager of the Fund and a subsidiary of Legg Mason, Inc., a holding company which, through its subsidiaries, is
engaged in providing investment advisory services to individuals and institutions. Franklin Resources, Inc. (Franklin Resources) and Legg Mason, Inc. (Legg Mason) announced that they have entered into a definitive agreement
for Franklin Resources to acquire Legg Mason, which, subject to approvals and the satisfaction of the other conditions, is expected to be consummated later this year. The following three non-U.S. affiliates of Western Asset also serve as investment
managers of the Fund: Western Asset Management Company Pte. Ltd. in Singapore, Reg. No. 200007692R, 1 George Street #23-01, Singapore 049145, Western Asset Management Company Limited in London, 10 Exchange Square, Primrose Street, London,
England EC2A 2EC and Western Asset Management Company Ltd in Japan, 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-Chome Chiyoda-Ku, Tokyo 100-6536, Japan. The address of Legg Mason is 100 International Drive, Baltimore, Maryland 21202. Western
Assets address is 385 East Colorado Boulevard, Pasadena, California 91101. An affiliate of the investment managers, LMPFA, 620 Eighth Avenue, New York, NY 10018, serves as the Funds administrator. LMPFA is also a subsidiary of Legg
Mason.
Information regarding the executive officers of the Fund, including their years of birth, and their ownership of Shares of the
Fund, is set forth below, except that information regarding Ms. Trust, a Nominee and the President of the Fund, is provided in the table above with the Nominees and Trustees. Unless otherwise noted, the address of each officer is c/o the Fund
at 620 Eighth Avenue, New York, NY 10018.
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office
and Length
of Time Served(1)
|
|
Principal Occupation(s) During the Past 5 Years
|
|
Shares of the
Fund Beneficially
Owned on
March 25, 2020
|
Christopher Berarducci
Born 1974
|
|
Principal Financial Officer and Treasurer
|
|
Served since 2019(2)
|
|
Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Director of Legg Mason & Co. (since 2015); formerly, Vice President of
Legg Mason & Co. (2011 to 2015); Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010).
|
|
None
|
18
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office
and Length
of Time Served(1)
|
|
Principal Occupation(s) During the Past 5 Years
|
|
Shares of the
Fund Beneficially
Owned on
March 25, 2020
|
Ted P. Becker
Born 1951
|
|
Chief Compliance Officer
|
|
Served since 2019(3)
|
|
Director of Global Compliance at Legg Mason, Inc. (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual
funds associated with Legg Mason & Co. or its affiliates (since 2006).
|
|
None
|
|
|
|
|
|
Robert I. Frenkel
Born 1954
100 First Stamford Place
Stamford, CT 06902
|
|
Secretary and Chief Legal Officer
|
|
Served as Secretary since 2018 and Chief Legal Officer since 2011
|
|
Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel of U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994);
Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006).
|
|
None
|
|
|
|
|
|
Jenna Bailey
Born 1978
100 First Stamford Place, 6th Floor, Stamford, CT 06902
|
|
Identity Theft Prevention Officer
|
|
Served since 2018
|
|
Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co.
(since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013).
|
|
None
|
|
|
|
|
|
Jeanne M. Kelly
Born 1951
|
|
Senior Vice President
|
|
Served since 2018
|
|
Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015);
Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015).
|
|
None
|
19
|
|
|
|
|
|
|
|
|
Name and Year of Birth
|
|
Position(s) Held
with Fund
|
|
Term of Office
and Length
of Time Served(1)
|
|
Principal Occupation(s) During the Past 5 Years
|
|
Shares of the
Fund Beneficially
Owned on
March 25, 2020
|
Thomas C. Mandia Born 1962
100 First Stamford
Place 6th Floor Stamford, CT 06902
|
|
Assistant Secretary
|
|
Served since 2018
|
|
Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with
Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (LMAS) (since 2002) and Legg Mason Fund Asset Management, Inc. (LMFAM) (since
2013) (formerly registered investment advisers).
|
|
None
|
(1)
|
Each officer holds office until his or her respective successor is chosen and qualified, or in each case until
he or she sooner dies, resigns, is removed with or without cause or becomes disqualified.
|
(2)
|
Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer of the
Fund.
|
(3)
|
Effective September 12, 2019, Mr. Becker became Chief Compliance Officer of the Fund.
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ANNUAL REPORT TO SHAREHOLDERS
The Funds Annual Report to Shareholders for the fiscal year ended November 30, 2019, contains financial and other information
pertaining to the Fund. The Fund will furnish without charge to each person whose proxy is being solicited, upon request of such person, a copy of the Annual Report to Shareholders. Requests for copies of the Annual Report to Shareholders should be
directed to Western Asset Inflation-Linked Income Fund, 620 Eighth Avenue, New York, NY 10018, or you may call 1-888-777-0102.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Trustees has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm of
the Fund for the fiscal year ending November 30, 2019, and the Board of Trustees, including a majority of the Trustees who are not interested persons (as defined in the 1940 Act) of the Fund, has unanimously ratified such selection.
PricewaterhouseCoopers LLPs service is subject to termination by the vote of a majority of the outstanding Shares of the Fund. Representatives of PricewaterhouseCoopers LLP are not currently expected to attend the Annual Meeting.
The following table presents fees billed in each of the Funds last two fiscal years for services rendered to the Fund by
PricewaterhouseCoopers LLP:
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Fiscal year ended
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Audit Fees
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Audit-Related Fees
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Tax Fees
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All Other Fees
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November 30, 2018
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$
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25,734
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$
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0
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$
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0
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$
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0
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November 30, 2019
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$
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42,206
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$
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0
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$
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0
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$
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0
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Audit Fees represents fees billed for each of the last two fiscal years for professional services
rendered for the audit of the Funds financial statements for those fiscal years and services that are normally provided by the accountant in connection with statutory or regulatory filings or engagements for that fiscal year.
Audit Related Fees represents fees billed for each of the last two fiscal years for assurance and related services reasonably
related to the performance of the audit of the Funds annual financial statements for those years.
Tax Fees represents
fees billed for each of the last two fiscal years for professional services related to tax compliance, tax advice and tax planning, including preparation of federal and state income tax returns and preparation of excise tax returns.
All Other Fees represents fees, if any, billed for other products and services rendered by PricewaterhouseCoopers LLP to the Fund
for the last two fiscal years.
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For the Funds fiscal year ended November 30, 2018 and fiscal year ended
November 30, 2019, PricewaterhouseCoopers LLP billed aggregate non-audit fees in the amounts of $678,000 and $405,307, respectively, to the Fund, the investment managers, and any entity controlling, controlled by or under common control with
the investment managers that provides ongoing services to the Fund.
Pre-Approval Policies of the Audit Committee. As noted above,
the Audit Committee is governed by the Audit Committee Charter, which includes pre-approval policies and procedures. Specifically, the Audit Committee Charter provides:
To carry out its purposes and responsibilities, the Audit Committee shall have the duty and power to:
...
(h) pre-approve, to the extent contemplated by applicable regulations, audit and non-audit services rendered to the Fund by the
auditors and non-audit services rendered to the Managers and certain of their affiliates by the auditors, and review the fees charged by the auditors for such services; provided, however, that the Audit Committee may implement policies and
procedures pursuant to which services are pre-approved other than by the full Audit Committee, subject to the requirement that the full Audit Committee be notified at its next meeting of each such service. The Audit Committee has delegated to its
Chairperson the authority, on behalf of the Audit Committee, to pre-approve audit and non-audit services rendered to the Fund and non-audit services rendered to the Managers and their affiliates by the auditors, in each case where the engagement has
estimated fees of $50,000 or less; provided that any such pre-approval is reported to the Audit Committee not later than its next meeting.
Since the Funds inception in September 2003, all audit and non-audit services performed by PricewaterhouseCoopers LLP for the Fund, and
all non-audit services performed by PricewaterhouseCoopers LLP for the investment manager and any entity controlling, controlled by or under common control with the investment manager that provides ongoing services to the Fund (a Service
Affiliate), to the extent that such services related directly to the operations and financial reporting of the Fund, have been pre-approved by the Audit Committee. No Audit-Related Fees, Tax Fees and Other
Fees set forth in the table above were waived pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.
No amounts were
billed to the investment manager or any Service Affiliates by PricewaterhouseCoopers LLP for non-audit services that required pre-approval by the Funds Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during
either of the Funds last two fiscal years. PricewaterhouseCoopers LLP did not bill any Tax Fees or All Other Fees that required pre-approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X during the Funds fiscal year ended November 30, 2018 and fiscal year ended November 30, 2019.
The Audit
Committee has considered whether the provision of the non-audit services rendered by PricewaterhouseCoopers LLP to the investment manager and any Service Affiliate that were not required to be pre-approved by the Audit Committee pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the independence of PricewaterhouseCoopers LLP.
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ADJOURNMENT
In the absence of a quorum at the Annual Meeting, or (even if a quorum is present) if sufficient votes in favor of a proposal set forth in the
Notice of Annual Meeting are not received by the time scheduled for the Annual Meeting, the persons named as proxies may propose one or more adjournments of the Annual Meeting after the date set for the original Annual Meeting, with no other notice
than announcement at the Annual Meeting, to permit further solicitation of proxies with respect to such proposal. In addition, if, in the judgment of the persons named as proxies, it is advisable to defer action on a proposal, the persons named as
proxies may propose one or more adjournments of the Annual Meeting with respect to such proposal for a reasonable time. Any adjournment(s) with respect to a proposal will require the affirmative vote of a plurality of the Shares of the Fund entitled
to vote thereon present in person or represented by proxy at the session of the Annual Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the
proposal in question. They will vote against any such adjournment those proxies required to be voted against such proposal. The costs of any additional solicitation and of any adjourned session will be borne by the Fund. Any proposals for which
sufficient favorable votes have been received by the time of the Annual Meeting may be acted upon and, if so, such action will be final regardless of whether the Annual Meeting is adjourned to permit additional solicitation with respect to any other
proposal.
Due to recommendations from public officials or public health and travel concerns arising from the coronavirus known as
COVID-19, it is possible that the Fund will change the date, time, location, or means of conducting the Annual Meeting. Any such change will be announced via press release, which will be posted on the Funds website at www.lmcef.com
prior to the Annual Meeting. An announcement of the change also would be filed with the Securities and Exchange Commission via its EDGAR system without the Fund delivering additional proxy materials to shareholders or amending its proxy statement.
Although no decision has been made, the Fund may impose additional procedures or limitations on attending the Annual Meeting. The Fund may enable attendance at or participation in the Annual Meeting by means of remote communication (for example, a
virtual or hybrid shareholder meeting).
OTHER BUSINESS
The Fund is not aware of any other matters to be presented for action at the Annual Meeting. However, if any such other matters are properly
presented, it is the intention of the persons designated in the enclosed proxy to vote in accordance with their best judgment.
By Order of the Board of Trustees
Robert I. Frenkel, Secretary
March 30, 2020
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EVERY SHAREHOLDERS VOTE IS IMPORTANT
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EASY VOTING OPTIONS:
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VOTE ON THE INTERNET
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Log on to:
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www.proxy-direct.com
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or scan the QR code
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Follow the on-screen instructions
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available 24 hours
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VOTE BY PHONE
Call
1-800-337-3503
Follow the recorded instructions
available 24 hours
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
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VOTE IN PERSON
Attend Shareholder Meeting
620 Eighth Avenue, 49th Floor
New York, New York*
on
April 24, 2020
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Please detach at perforation before
mailing.
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PROXY
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WESTERN ASSET INFLATION-LINKED INCOME FUND
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PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
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TO BE HELD ON APRIL 24, 2020
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