<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
</TABLE>
Western Asset Trust, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
-------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------
5) Total Fee Paid:
-------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------
3) Filing Party:
-------------------------------------------------------
4) Date Filed:
-------------------------------------------------------
<PAGE> 2
WESTERN ASSET TRUST, INC.
CORE PORTFOLIO
INTERMEDIATE PORTFOLIO
LIMITED DURATION PORTFOLIO
INTERNATIONAL SECURITIES PORTFOLIO
------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of
WESTERN ASSET TRUST, INC.
Core Portfolio
Intermediate Portfolio
Limited Duration Portfolio
International Securities Portfolio
A special meeting of the shareholders of the Core Portfolio,
Intermediate Portfolio, Limited Duration Portfolio and International Securities
Portfolio (each a "Fund" and collectively the "Funds") of Western Asset Trust,
Inc. (the "Company") will be held on September 11, 1997 at 9:00 a.m., Pacific
time, at the offices of the Company, 117 East Colorado Boulevard, Pasadena,
California to elect Directors of the Company and to transact such other business
as may properly come before the meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournment
thereof if you owned shares in the Fund at the close of business on August 14,
1997. If you attend the meeting, you may vote your shares in person. IF YOU DO
NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
August 18, 1997 By order of the Board of Directors
of the Company,
W. Curtis Livingston, III
President
================================================================================
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy, sign
and date it, and return it in the envelope provided. If you sign, date and
return the proxy but give no voting instructions, your shares will be voted
"FOR" the election of all nominees for Director named in the accompanying proxy
statement and in the judgment of the proxyholders as to any other business that
properly comes before the meeting. In order to avoid the additional expense of
further solicitation, we ask your cooperation in returning your proxy promptly.
================================================================================
<PAGE> 3
WESTERN ASSET TRUST, INC.
CORE PORTFOLIO
INTERMEDIATE PORTFOLIO
LIMITED DURATION PORTFOLIO
INTERNATIONAL SECURITIES PORTFOLIO
117 EAST COLORADO BOULEVARD
PASADENA, CALIFORNIA 91105
------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 11, 1997
-----------------
This proxy statement is furnished to the holders of shares in
the Core Portfolio, Intermediate Portfolio, Limited Duration Portfolio or
International Securities Portfolio (each a "Fund" and collectively the "Funds")
of Western Asset Trust, Inc. (the "Company") in connection with the solicitation
of proxies by and on behalf of the Board of Directors of the Company to be used
at a special meeting of such holders to be held at 9:00 a.m., Pacific time, on
Thursday, September 11, 1997, or any adjournment thereof (the "Meeting") at the
offices of the Company, 117 East Colorado Boulevard, Pasadena, California, for
the purpose of electing Directors of the Company. Shareholders of record at the
close of business on August 14, 1997 are entitled to be present and vote at the
meeting.
The persons named as proxyholders on the enclosed proxy will
vote in accordance with your directions when your proxy is returned properly
executed. If you sign, date and return the proxy but give no voting
instructions, your shares will be voted to elect the nominees named herein as
directors of the Company, and in the judgment of the proxyholders as to any
other business that properly comes before the Meeting. You may revoke a proxy by
giving another proxy to the Company. Such revocation, to be effective, must be
received prior to voting at the Meeting. In addition, if you attend the Meeting
in person you may, if you wish, vote by ballot at the Meeting, thereby canceling
any proxy previously given.
On the record date, August 14, 1997, there were: 4,846,797.977
shares of capital stock, $.001 par value per share, outstanding in the Core
Portfolio; 2,033,208.510 shares of capital stock, $.001 par value per share,
outstanding in the Intermediate Portfolio; 293,604.628 shares of capital stock,
$.001 par value per share, outstanding in the Limited Duration Portfolio; and
3,133,713.633 shares of capital stock, $.001 par value per share, outstanding in
the International Securities Portfolio, for a total of 10,287,324.748 shares of
capital stock, $.001 par value per share, outstanding in the Company. Each
holder of such shares is entitled to a number of votes equal to the number of
full and fractional shares in such holder's name on the books of the Funds on
the record date. The required quorum for the transaction of business at the
Meeting is the presence in person or by proxy of one-third of the shareholders
entitled to vote at the Meeting. Votes withheld for any nominee for director are
counted for purposes of determining the presence or absence of a quorum, but
have no other
<PAGE> 4
legal effect in the election of Directors. Similarly, broker non-votes will be
counted for purposes of obtaining the quorum necessary to hold the Meeting, but
are not counted in the votes for Directors.
It is estimated that proxy materials will be mailed to shareholders of record on
or about August 18, 1997. Copies of each Funds' most recent Annual and
Semi-Annual Report are available upon request, without charge, by writing to the
Company at 117 East Colorado Boulevard, Pasadena, California 91105, Attention:
Donna Barnes, or by calling at 1-626-844-9415.
ELECTION OF DIRECTORS
The purpose of the Meeting is to give shareholders of the Funds an opportunity
to elect the Company's Board of Directors.
The Company is not required to hold a meeting of shareholders each year and has
not held meetings in recent years, in an effort to avoid the expense involved in
a solicitation of proxies from its shareholders for routine purposes. A
shareholder meeting is required by law before a new Director of the Company may
be appointed by the Board of Directors, if after such appointment less than two
thirds of the members of the Board of Directors will have been elected by the
shareholders. The last shareholder meeting of the Company which included an
election of Directors was held on August 3, 1990. At that time, three of the
current Directors, William G. McGagh, Dr. Richard C. Gilman and Ronald L. Olson,
were elected by the shareholders. A fourth Director, Norman Barker, Jr., was
also elected by shareholders at the time, but resigned in April 1992 to comply
with laws regulating a bank on whose Board he also sat, and was reappointed by
the Board as a Director in February 1993 when those regulations became
inapplicable. The Board also appointed W. Curtis Livingston, III as a Director
in April 1992 to fill the seat vacated by Mr. Barker, and expanded the Board by
one seat to appoint Louis A. Simpson as a Director in November 1994. The Board
has nominated William E.B. Siart to fill a vacancy created by the retirement of
a director, and Ronald J. Arnault to fill a vacancy created by the expansion of
the Board to eight members. As mentioned above, these nominations, as well as
Mr. Simpson's appointment to the Board, require a meeting of shareholders to
elect the Board as proposed to be constituted.
As a result of those elections and appointments described above, less than
two-thirds of the Directors had been elected by shareholders after the
appointment of Mr. Simpson. A shareholders meeting should have been held at the
time. This Meeting is being held to rectify that oversight and, if Mr. Simpson
is elected at the Meeting, to ratify his appointment by the Board in 1994. Since
then, Mr. Simpson has functioned as a Director and attended all but one of the
meetings of the Board of Directors. This Meeting also provides the Fund's
shareholders an opportunity to vote upon the election of all of the Company's
other Directors and upon the nominations of Mr.
Siart and Mr. Arnault.
Pursuant to the Company's Bylaws, the Board has determined that the number of
Directors of the Company shall be fixed at eight. It is intended that the
persons named in the accompanying proxy will vote for the election to the Board
of Directors, for an indefinite
-2-
<PAGE> 5
term, of the following eight persons, unless such authority has been withheld in
the proxy: Ronald J. Arnault, Norman Barker, Jr., Dr. Richard C. Gilman, W.
Curtis Livingston, III, William G. McGagh, Ronald L. Olson, William E.B. Siart
and Louis A. Simpson. In the event that any of such named persons shall become
unable to serve (which event is not anticipated), proxies may be voted at the
meeting for the election of another person in his stead. All of the nominees
have consented to being named in this proxy statement and to serve on the Board
if elected. Each nominee elected as Director shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or
removal.
In the election of Directors, those eight nominees receiving the highest number
of votes cast at the Meeting, providing a quorum is present, shall be elected.
NOMINEES FOR DIRECTOR
Certain information about the eight persons nominated for election as Directors
of the Company is set forth in the following table. An asterisk (*) indicates
directors who are interested persons of the Funds as defined in the Investment
Company Act of 1940 (the "1940 Act").
<TABLE>
<CAPTION>
NAME AGE BUSINESS EXPERIENCE
- ---- --- -------------------
<S> <C> <C>
Ronald J. Arnault 54 President of RJA Consultants (energy industry financial
consulting); member, Board of Governors of The Music
Center of Los Angeles and the Center Theatre Group;
formerly Executive Vice President, Chief Financial Officer
and Director of ARCO; Director of Vastar Resources, Inc.,
ARCO Chemical Company, SunAmerica, Inc. and Brookings
Institution.
Norman Barker, Jr. 75 Director of Pacific American Income Shares, Inc., Bank
Plus (holding company for Fidelity Federal Bank), ICN
Pharmaceuticals, Inc. and TCW Convertible Securities Fund,
Inc. (management investment company); formerly Chairman of
the Board of First Interstate Bancorp. Mr. Barker was
elected as a Director in August of 1990, resigned in April
of 1992, and was reappointed in February of 1993.
Dr. Richard C. Gilman(2) 74 President Emeritus of Occidental College, 1988-present;
Director of Pacific American Income Shares, Inc.; formerly
President and Chief Executive Officer of Occidental
College. Elected as a Director in 1990.
</TABLE>
-3-
<PAGE> 6
<TABLE>
<S> <C> <C>
W. Curtis Livingston, III*(1) 54 President, Director and Chief Executive Officer of Western
Asset Management Company (investment management firm and
the investment adviser to the Funds), December
1980-present; President, Pacific American Income Shares,
Inc. Director of Legg Mason, Inc. Appointed as a
Director in 1993. Mr. Livingston also serves as President
of the Company.
William G. McGagh(1)(2) 68 Consultant, McGagh Associates (corporate financial
consulting), January 1989-present; Director of Pacific
American Income Shares, Inc.; formerly Senior
Vice-President, Chief Financial Officer and Director of
Northrop Corporation (military aircraft). Elected as a
Director in 1990. Mr. McGagh also serves as Chairman of
the Board.
Ronald L. Olson* (2)(3) 56 Senior Partner, Munger, Tolles & Olson LLP (a law
partnership); Director of Pacific American Income Shares,
Inc. Elected as a Director in 1990.
Louis A. Simpson* 60 President and CEO Capital Operations of Government
(1)(4) Employees Insurance Company (GEICO Corporation), May 1993
- present; Director of Pacific American Income Shares,
Inc., Potomac Electric Power Company, Potomac Capital
Investment Corporation, Thompson PBE, COHR, Inc., and
Salomon Inc.; formerly Vice Chairman of GEICO (1985-1993);
Senior Vice President and Chief Investment Officer of GEICO
(1979-1985); President and CEO of Western Asset
Management Company. Appointed as a Director in 1994.
William E.B. Siart 50 Director of Pacific American Income Shares, Inc.; Formerly
Chairman (1995-1996), Chief Executive Officer (1995-1996),
President (1990-1996) of First Interstate Bancorp. Member
of the Board of Trustees of the University of Southern
California.
</TABLE>
-4-
<PAGE> 7
(1) Member of the Executive Committee of the Board. When the full Board
is not in session, the Executive Committee may exercise all the powers held by
the Board in the management of the business and affairs of the Fund that may be
lawfully exercised by the full Board, except the power to declare a dividend
authorize the issuance of stock, recommend to stockholders any matter requiring
stockholders' approval, amend the By-Laws, or approve any merger or share
exchange which does not require shareholder approval. There was one meeting of
the Executive Committee during the fiscal year ended June 30, 1997.
(2) Member of the Audit Committee of the Board. The Audit Committee
meets with the Fund's independent accountants to review the financial statements
of the fund, the arrangements for special and annual audits, the adequacy of
internal controls, the Fund's periodic reporting process, material contracts
entered into by the Fund, the services provided by the accountants, any proposed
changes in accounting practices or principles and the independence of the
accountants and reports on such matters to the Board. There was one meeting of
the Audit Committee during the fiscal year ended June 30, 1997.
(3) Mr. Olson is an interested person because the law firm in which he
is a partner has provided certain services to the Fund and Western Asset
Management Company (the "Adviser").
(4) Because Mr. Simpson is a Director of Salomon Inc., the parent
company of a registered broker-dealer, Mr. Simpson may be an interested person.
During the fiscal year ended June 30, 1997, there were four meetings of
the Board of Directors.
The Fund has no nominating or compensation committee.
-5-
<PAGE> 8
EXECUTIVE OFFICERS
Certain information with respect to the executive officers of the
Company who are not also Directors is set forth in the following table:
<TABLE>
<CAPTION>
NAME, POSITION IN OFFICER
COMPANY, AND AGE SINCE BUSINESS EXPERIENCE
- ---------------- ------ -------------------
<S> <C> <C>
Kent E. Engel, Vice 1990 Director and Chief Investment Officer of Western Asset Management
President, 50 Company, 1969-present; Vice President and Portfolio Manager of Pacific
American Income Shares, Inc.
Scott F. Grannis, Vice 1990 Director and Economist, Western Asset Management Company, 1989-present;
President, 48 Vice President of Pacific American Income Shares, Inc.; formerly:
Vice-President, Leland-O'Brien Rubinstein (investment advisory
firm), 1986-1989.
Ilene S. Harker, Vice 1990 Director of Administration and Controls, Western Asset Management
President, 42 Company, 1978-present; Vice President, Pacific American Income Shares,
Inc., since April 1996; Formerly: Secretary of the Company and
Secretary, Pacific American Income Shares, Inc., 1993-1996.
Marie K. Karpinski, Vice 1990 Vice-President and Treasurer of nine Legg Mason funds (open-end
President and Treasurer, 48 investment companies); Assistant Treasurer of Pacific American Income
Shares, Inc.; Treasurer of Legg Mason Fund Adviser, Inc., March
1986-present; Vice President of Legg Mason Wood Walker, Inc.,
February 1992-present; Assistant Vice-President of Legg Mason Wood
Walker, Inc., March 1989-February 1992.
S. Kenneth Leech, 1990 Director of Portfolio Management, Western Asset Management Company,
Vice-President, 43 1990-present; formerly: Senior Trader of Greenwich Capital, 1988-1990;
Fixed Income Manager of The First Boston Corporation (holding
company; stock and bond dealers), 1985-1987.
Stephen A. Walsh, 1991 Director and Portfolio Manager, Western Asset Management Company,
Vice-President, 38 1991-present; formerly: Portfolio Manager and Trader of Security
Pacific Investment Managers, Inc. (investment management company),
1989-1991.
</TABLE>
-6-
<PAGE> 9
Each executive officer holds office until his or her successor is chosen by the
Board and qualified, or until his or her earlier death, resignation or removal.
Legg Mason Fund Adviser, Inc. (the "Administrator") serves as
the administrator for the Funds. Legg Mason Wood Walker, Inc. ("LMWW") and
Arroyo Seco, Inc. ("Arroyo Seco") (the "Distributors") act as distributors of
the shares of the Funds. The Administrator and LMWW are wholly owned
subsidiaries of Legg Mason, Inc., a financial services holding company. Arroyo
Seco is a wholly owned subsidiary of the Adviser.
COMPENSATION
Officers and Directors of the Company who are affiliated
persons of the Adviser, Administrator or Distributors receive no salary or fees
from the Company. Independent directors of the Company receive a fee of $2,000
annually for service as a director, and a fee of $500 per Fund for each meeting
of the Board of Directors attended by him. Mr. McGagh, the Chairman of the
Board, receives an additional $1,000 per year for serving in that capacity.
The following table provides certain information relating to
the compensation of the Company's directors and senior executive officers for
the fiscal year ended June 30, 1997.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION FROM FUNDS AND FUND COMPLEX PAID TO
NAME OF PERSON AND POSITION THE FUNDS* DIRECTORS**
========================================= ============================== =================================
<S> <C> <C>
William G. McGagh- Chairman of the Board
and Director $12,000.00 $20,400.00
- ----------------------------------------- ------------------------------ ---------------------------------
Dr. Richard C. Gilman - Director $10,500.00 $18,500.00
- ----------------------------------------- ------------------------------ ---------------------------------
Ronald L. Olson - Director $10,500.00 $18,600.00
- ----------------------------------------- ------------------------------ ---------------------------------
W. Curtis Livingston, III -
President and Director None None
- ----------------------------------------- ------------------------------ ---------------------------------
Norman Barker, Jr. - Director $10,000.00 $20,400.00
- ----------------------------------------- ------------------------------ ---------------------------------
Louis A. Simpson - Director $10,500.00 $18,600.00
- ----------------------------------------- ------------------------------ ---------------------------------
Kent E. Engel - Vice President and
Portfolio Manager None None
- ----------------------------------------- ------------------------------ ---------------------------------
Scott F. Grannis - Vice President None None
- ----------------------------------------- ------------------------------ ---------------------------------
Ilene S. Harker - Vice President None None
- ----------------------------------------- ------------------------------ ---------------------------------
Marie K. Karpinski - Vice
President and Treasurer None None
- ----------------------------------------- ------------------------------ ---------------------------------
S. Kenneth Leech - Vice President None None
- ----------------------------------------- ------------------------------ ---------------------------------
Stephen A. Walsh - Vice President None None
- ----------------------------------------- ------------------------------ ---------------------------------
</TABLE>
-7-
<PAGE> 10
* Represents fees paid to each director during the fiscal year
ended June 30, 1997.
** Represents aggregate compensation paid to each director during
the calendar year ended December 31, 1996.
The Directors and executive officers of the Company own no
shares in any Fund.
PRINCIPAL SHAREHOLDERS
On the record date, the following persons were known to
management of the Company to be beneficial owners of more than 5% of the
outstanding shares of each Fund.
CORE PORTFOLIO
<TABLE>
<CAPTION>
Name and Address of Number of Percent
Beneficial Owner Shares Owned of Class
- ---------------- ------------ --------
<S> <C> <C>
Newspaper & Mail Deliverers 355,992.15 7.84
41-1B 27th Street
Long Island City, NY 11101-3871
Thomson Consumer Electronics 355,637.44 7.34
10330 N. Meridan Street
Indianapolis, IN 46290
BHP Copper 323,256.01 6.67
7400 N. Oracle Road, Suite 200
Tucson, AZ 85704
Houghton Mifflin Co. 267,205.32 5.51
222 Berkley Street
Boston, MA 02116-3764
</TABLE>
-8-
<PAGE> 11
INTERMEDIATE PORTFOLIO
<TABLE>
<CAPTION>
Name and Address of Number of Percent
Beneficial Owner Shares Owned of Class
- ---------------- ------------ --------
<S> <C> <C>
Harnischfeger Industries 349,765.86 17.20
P.O. Box 554
Milwaukee, WI 53201-0554
M.A. Hanna Master Trust 303,461.56 14.93
200 Public Square, Suite 36-5000
Cleveland, OH 44114-2304
Allergan, Inc. 169,503.58 8.34
2525 Dupont Drive
P.O. Box 19534
Irving, CA 92719-9534
Anne Arundel County Maryland 241,556.25 11.88
Master Trust
The Anne Arundel Center
44 Calvert Street
Annapolis, MD 21401
Harvard Industries Inc. 160,385.06 7.89
Retirement Plan
2502 N. Rocky Point Drive, Suite 960
Tampa, FL 33807
</TABLE>
LIMITED DURATION PORTFOLIO
<TABLE>
<CAPTION>
Name and Address of Number of Percent
Beneficial Owner Shares Owned of Class
- ---------------- ------------ --------
<S> <C> <C>
Western Michigan University 164,981.05 56.19
1083 Seibert Administration Bldg.
Kalamazoo, MI 49008
Northwestern Trust Company 30,773.24 10.48
1201 3rd Avenue, Suite 2000
Seattle, WA 98101-3000
University Athletic 97,839.77 30.48
Association, Inc.
P.O. Box 14485
Gainesville, FL 32604-2485
</TABLE>
-9-
<PAGE> 12
INTERNATIONAL SECURITIES PORTFOLIO
<TABLE>
<CAPTION>
Name and Address of Number of Percent
Beneficial Owner Shares Owned of Class
- ---------------- ------------ --------
<S> <C> <C>
AT&T 337,046.46 10.82
One Oak Way
Berkeley Heights, NJ 07922
AT&T Long Distance 310,057.93 9.97
One Oak Way
Berkeley Heights, NJ 07922
IBM Western 302,872.55 9.73
3001 Summer St.
Stamford, CT 06905
Ameritech Blazerhold & Co. 256,617.98 8.24
225 W. Randolph St., HQ13A
Chicago, IL 80606
Lockheed Corp. Master Trust 230,981.41 7.42
4801 Rockledge Drive
Bethesda, MD 20817
Northwest Airlines - Western 230,025.85 7.39
Dept. A-4130
6104 Northwest Drive
St. Paul, MN 55111-3034
Florida Power & Light 186,830.01 6.00
Group Pension
700 Universe Blvd.
Juno Beach, FL 33408-0420
Annuity Board of Southern Baptist 183,098.97 5.88
2401 Cedar Springs Road
Dallas, TX 75221-2190
</TABLE>
MISCELLANEOUS
The solicitation of proxies will occur primarily by mail but
also may include telephone or oral communications by regular employees of the
Adviser. The costs of such solicitation will be borne by the Adviser.
-10-
<PAGE> 13
The principal executive offices of the Company, the Adviser
and Arroyo Seco are located at 117 East Colorado Boulevard, Pasadena, California
91105. The address of the Administrator and LMWW is 111 South Calvert Street,
Baltimore, MD 21202. Price Waterhouse LLP serves as independent public
accountants to the Funds. No representative of the firm of Price Waterhouse LLP
is expected to attend the Meeting.
SHAREHOLDER PROPOSALS
As allowed by Maryland law, the Funds do not intend to hold
annual shareholders' meetings except where the Act requires a shareholder vote
on certain matters. Under the Act, holders of 10% or more of the outstanding
shares in the Company have the right to call a special meeting of holders of
shares in the Company for the purpose of removing directors of the Company. In
addition, holders of 25% or more of the shares in the Company entitled to vote
at a meeting have the right under the Company's By-laws to call a special
meeting of holders of shares by submitting a written request to the Fund at 117
East Colorado Boulevard, Pasadena, California 91105, stating the purpose of the
proposed meeting and the matters to be acted upon.
Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their written
proposals to the attention of the Secretary of the Company at the above address.
A shareholder may include with the proposal a supporting statement which
(together with the proposal) should not exceed 500 words in length. Proposals
should be received by the Company a reasonable time before the proxy statement
for the meeting is mailed to shareholders. In order to curtail controversy as to
the date on which a shareholder proposal was received by the Company, it is
suggested that proponents submit proposals by Certified Mail - Return Receipt
Requested.
OTHER BUSINESS
Management knows of no business to be presented to the Meeting
other than the election of directors. Should any other matter arise requiring
the vote of holders of shares in any Fund, the proxyholders will vote on such
matter according to their best judgment in the interests of the Fund.
August 18, 1997 By order of the Board of Directors
of the Company,
W. Curtis Livingston, III
President
================================================================================
It is important that you execute, date, and return your proxy promptly.
================================================================================
-11-
<PAGE> 14
WESTERN ASSET TRUST, INC.:
CORE PORTFOLIO
INTERMEDIATE PORTFOLIO
LIMITED DURATION PORTFOLIO
INTERNATIONAL SECURITIES PORTFOLIO
PROXIES SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking any previous proxies, hereby
appoint(s) Donna E. Barnes, Ilene S. Harker, and W. Curtis Livingston, III, and
each of them, as attorneys, with full power of substitution, to vote all shares
of the Core Portfolio, Intermediate Portfolio, Limited Duration Portfolio and
International Securities Portfolio of Western Asset Trust, Inc. ("Company"),
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Company to be held at the offices of the Company at 117 East Colorado
Boulevard, Pasadena, California 91105 on September 11, 1997 at 9:00 a.m.,
Pacific time, and at any adjournment thereof. All powers may be exercised by a
majority of said proxyholders or substitutes voting or acting or, if only one
votes and acts, then by that one. This proxy shall be voted for the persons
described below as specified below. Receipt of the Notice of Special Meeting and
the accompanying Proxy Statement is hereby acknowledged.
Matters to be voted upon:
<TABLE>
<S> <C> <C>
To elect the eight nominees specified below as directors: [ ] FOR all nominees [ ] WITHHOLD
Ronald J. Arnault, Norman Barker, Jr., Dr. Richard C. Gilman, W. listed (except as authority to
Curtis Livingston, III, William G. McGagh, Ronald L. Olson, marked to the vote for all
William E.B. Siart and Louis A. Simpson. (INSTRUCTION: TO contrary below) nominees
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
- --------------------------------------------------------------------------------
IF NO SPECIFICATION IS MADE ABOVE, THE PROXY SHALL BE VOTED
FOR THE PERSONS LISTED ABOVE.
As to any other matter, said proxyholders shall vote in
accordance with his or her best judgment in the interests of the Company.
Date: ___________________, 1997 _____________________________
Name of Shareholder
By:__________________________
Its:_________________________
NOTE: Corporate and partnership proxies should be signed by an authorized person
indicating the person's title. When signing as officer, director, administrator,
trustee, attorney, guardian, etc., please so indicate.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
