SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement [x]
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Western Asset Corporate Loan Fund Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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.:
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(4) Date Filed:
Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663 (201) 881-7111 // Fax: (201) 556-0097
// pgoldstein@bulldoginvestors.com
April 16, 2020
Dear Stockholder of Western Asset Corporate Loan Fund (TLI)
For the 5 years ending March 31, 2020, TLI's return based upon its
net asset value (NAV) is negative 0.88% per annum. That could be why
TLI's shares have usually traded at a double-digit discount to NAV.
Currently, a shareholder needing to sell shares would only be able to
do so at a discount of more than 11% from NAV.
Legg Mason, the sponsor of TLI, recently agreed to be acquired by
Franklin Resources for $50 per share, a 23% premium above where its
stock closed the day before the deal was announced. You can be sure
Legg Mason negotiated to get the highest price for its stockholders.
We think it is only fair that shareholders of TLI should also have an
opportunity to sell their shares at a price above the market price.
That is why we are soliciting a proxy to vote against a new management
agreement with Legg Mason Partners Fund Advisor, LLC. The Board of
Directors of TLI needs a wakeup call. A vote against the Proposal
would send a message to the Board that shareholders want an
opportunity to realize a price at or close to NAV for their shares,
e.g., by converting TLI to an open-end fund or liquidating it.
***
PLEASE RETURN THE ENCLOSED GREEN PROXY CARD TO VOTE AGAINST A NEW
MANAGEMENT AGREEMENT WITH LEGG MASON PARTNERS FUND ADVISOR, LLC. IF
YOUR SHARES ARE HELD IN STREET NAME, YOU MAY VOTE ONLINE AT
WWW.PROXYVOTE.COM OR BY TELEPHONE AT 1-800-454-8683. IF YOU HAVE
ALREADY RETURNED MANAGEMENT'S PROXY CARD, YOU CAN CHANGE YOUR VOTE
BY RETURNING OUR GREEN PROXY CARD.
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR PROXY, PLEASE CALL
INVESTORCOM AT 1-877-972-0090.
Very truly yours,
/s/Phillip Goldstein
Phillip Goldstein
Managing Member
Bulldog Investors, LLC
|
PROXY STATEMENT OF BULLDOG INVESTORS, LLC FOR A SPECIAL MEETING OF
SHAREHOLDERS OF WESTERN ASSET CORPORATE LOAN FUND INC.IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF DIRECTORS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy
statement and the enclosed GREEN proxy card to shareholders of record
as of March 9, 2020 of Western Asset Corporate Loan Fund Inc. (the
"Fund"). We are soliciting a proxy to vote your shares at a special
meeting of shareholders (the "Meeting") of the Fund scheduled for
June 5, 2020. Please refer to the Fund's proxy soliciting material
for detailed additional information concerning the Meeting and the
proposals to be considered by shareholders. This proxy statement
and the enclosed GREEN proxy card are first being sent to shareholders
on or about April 20, 2020.
INTRODUCTION
The Board of Directors of the Fund has determined to present a proposal
to approve a new management agreement with Legg Mason Partners Fund
Advisor, LLC (the "Proposal") and a proposal to approve a new
subadvisory agreement with Western Asset Management Company, LLC.
We are soliciting a proxy to vote your shares AGAINST the new
management agreement. Since Legg Mason is the parent company of
the subadvisor, we do not believe it is necessary to solicit a proxy
to vote your shares on the proposal to approve the subadvisory
agreement and we will not vote your shares on that proposal.
REASON FOR THE SOLICITATION
Over the past five years, the common shares of the Fund have generally
traded at a double-digit discount to their net asset value ("NAV"). We
believe that a vote against the Proposal would send a message to the
Board that shareholders of the Fund want an opportunity to realize a
price at or close to NAV for their shares, e.g., by converting the
Fund to an open-end fund or liquidating it.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you
direct otherwise, your shares will be voted AGAINST the new management
agreement and will not be voted on any other matter including the
proposal to approve the subadvisory agreement. In addition, if you
complete and return a GREEN proxy card to us, and unless you direct
otherwise, we may determine not to attend the Meeting if we believe
that the new management agreement is less likely to be approved if your
shares are not represented at the Meeting (by making it more difficult
for more than 50% of the outstanding shares to be present in person or
by proxy) than if they are represented at the Meeting.
VOTING REQUIREMENTS
A quorum for the Meeting will exist if the holders of a majority of the
Fund's shares entitled to vote at the Meeting (9,902,665 common shares)
are present or represented by proxy. The approval of the Proposal and
the proposal to approve the subadvisory agreement each requires the
affirmative vote by holders of the lesser of (a) 67% or more of the
shares of the Fund represented at the Meeting if more than 50% of the
outstanding shares are present in person or by proxy or (b) more than
50% of the Fund's outstanding shares. A shareholder whose shares are
represented at the meeting and abstains or does not vote on either
proposal will be considered present for purposes of determining the
existence of a quorum but such abstention or non-vote will have the
same effect as a vote against that proposal.
COMPLIANCE WITH SEC RULE 14a-4(e)
SEC Rule 14a-4(e) requires us, subject to reasonable specified conditions,
to vote the shares represented by your proxy at the Meeting. As noted
above, if you complete and return a GREEN proxy card to us, and unless
you direct otherwise, we may determine not to attend the Meeting if
we believe that the new management agreement is less likely to be
approved if your shares are not represented at the Meeting (by making
it more difficult for more than 50% of the outstanding shares to be
present in person or by proxy) than if they are represented at the Meeting.
We expect to get daily reports of the voting results and will make a
determination shortly before the Meeting as to whether or not we think
more than 50% of the outstanding shares will be present in person or by
proxy if your shares are not represented at the meeting. If you do not
believe the foregoing condition is reasonably specified, or you
unconditionally want your shares to be represented at the Meeting, you
should not check the "AUTHORIZE" box on the GREEN proxy card authorizing
us to determine to not have your shares represented at the meeting.
REVOCATION OF PROXIES
You may revoke your proxy by: (i) delivering a written revocation to us;
(ii) executing and delivering a later dated proxy to the inspector of
election; or (iii) voting in person at the Meeting. Attendance at the
Meeting will not by itself revoke a proxy. There is no limit on the number
of times you may revoke your proxy and only your most recent proxy will
be counted.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or
employed by us may assist us in the solicitation of proxies. Banks,
brokerage houses and other securities intermediaries will be requested
to forward this proxy statement and the enclosed GREEN proxy card to the
beneficial owners for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we and our clients will bear the expenses related to this proxy
solicitation. Because we believe that all shareholders will benefit from
our solicitation, we intend to seek, subject to any applicable regulatory
requirements, reimbursement of our reasonable expenses from the Fund.
Shareholders will not be asked to vote on the reimbursement of these
expenses, which we estimate will be $50,000.
PARTICIPANTS
As of March 9, 2020, Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, the soliciting stockholder, beneficially owned
912,923 common shares of the Fund which were purchased from December 14,
2018 to March 9, 2020.
April 20, 2020
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC FOR A SPECIAL MEETING
OF SHAREHOLDERS OF WESTERN ASSET CORPORATE LOAN FUND INC. IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Phillip Goldstein, Andrew Dakos and John
Grau and each of them, as the undersigned's proxies, with full power of
substitution, to attend the Special Meeting scheduled for June 5, 2020
and any adjourned or postponed Meeting, and to vote solely on the matter
set forth below the number of shares that the undersigned would be
entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark vote by placing an "x' in the appropriate [ ].)
1. TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH LEGG MASON PARTNERS
FUND ADVISOR, LLC.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. TO AUTHORIZE THE PROXYHOLDERS TO DECLINE TO ATTEND THE MEETING IF THEY
BELIEVE THAT PROPOSAL NO. 1 IS LESS LIKELY TO BE APPROVED IF YOUR SHARES
ARE NOT REPRESENTED AT THE MEETING (BY MAKING IT MORE DIFFICULT FOR MORE
THAN 50% OF THE OUTSTANDING SHARES TO BE PRESENT IN PERSON OR BY PROXY)
THAN IF THEY ARE REPRESENTED AT THE MEETING.
AUTHORIZE [ ] DO NOT AUTHORIZE [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted AGAINST Proposal 1, and, subject
to the aforementioned reasonably specified condition, SHALL AUTHORIZE the
proxyholders to decline to attend the Meeting. The undersigned hereby
acknowledges receipt of the proxy statement dated April 20, 2020 of
Bulldog Investors and revokes any proxy previously executed.
Signature(s) _____________________________ Dated: _____________
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