Western Asset Funds N-14 Registration statement for investment companies business combination

Exhibit 17(a)

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Your Proxy Vote is important!

And now you can Vote your Proxy on the PHONE or the INTERNET.

It saves Money! Telephone and Internet voting saves postage costs. Savings which can help minimize expenses.

It saves Time! Telephone and Internet voting is instantaneous – 24 hours a day.

It’s Easy! Just follow these simple steps:

1. Read your Proxy Statement and have it at hand.

2. Call toll-free 1-800-337-3503, or go to website: www.proxy-direct.com

3. Follow the recorded or on-screen directions.

4. Do not mail your Proxy Card when you vote by phone or Internet.

Please detach at perforation before mailing.

PROXY	WESTERN ASSET FUNDS, INC.	PROXY
	WESTERN ASSET INTERMEDIATE PLUS BOND PORTFOLIO
	PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2010

PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned holder of shares of Western Asset Intermediate Plus Bond Portfolio (the “Target Fund”), a series of Western Asset Funds, Inc. (the “Corporation”), hereby appoints Richard Wachterman and John Redding attorneys and proxies for the undersigned, each with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Target Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders (the “Special Meeting”) of the Target Fund to be held on December 10, 2010, at the offices of Legg Mason Partners Fund Advisor, LLC, 100 International Drive, Baltimore, Maryland 21202, at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement/Prospectus dated November [    ], 2010 and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Special Meeting or any adjournments or postponements thereof. A majority of the proxies present and acting at the Special Meeting in person or by substitute (or if only one shall be present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.

This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted “FOR” approval of the Proposal.

VOTE VIA THE TELEPHONE: 1-800-337-3503
VOTE VIA THE INTERNET: www.proxy-direct.com
999 9999 9999 999
Note: Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title. Receipt of the Notice and the Proxy Statement, dated November [    ], 2010, is hereby acknowledged.
Signature(s)
Title(s), if applicable
Date	LMP_21898__092910

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD

PROMPTLY USING THE ENCLOSED ENVELOPE.

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

PLEASE SIGN, DATE AND RETURN YOUR

PROXY TODAY

Please detach at perforation before mailing.

THIS PROXY IS SOLICITED ON BEHALF OF THE FUND’S BOARD OF DIRECTORS.

PLEASE MARK VOTE AS IN THIS EXAMPLE: ¢

	FOR	AGAINST	ABSTAIN
To Approve an Agreement and Plan of Reorganization, providing for the transfer of all of the assets of the Target Fund to Western Asset Intermediate Bond Portfolio (the “Acquiring Fund”), a series of the Corporation, in exchange for (i) the Acquiring Fund assuming all of the liabilities of the Target Fund and (ii) shares of the Acquiring Fund having an aggregate net asset value equal to the net assets of the Target Fund, to be distributed to the shareholders of the Target Fund in redemption of all of the outstanding shares of the Target Fund, and the subsequent termination of the Target Fund as a series of the Corporation.	¨	¨	¨

HAS YOUR ADDRESS CHANGED DO YOU HAVE ANY COMMENTS

YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

LMP_21898__092910