SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
11/12/13
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
333,485
8. SHARED VOTING POWER
260,190
9. SOLE DISPOSITIVE POWER
333,485
_______________________________________________________
10. SHARED DISPOSITIVE POWER
260,190
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
593,675 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.41%
14. TYPE OF REPORTING PERSON
IA, IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Western Asset Inflation Management Fund Inc.
("IMF" or the "Issuer").
The principal executive offices of IMF are located at
125 Broad Street
C/O Salomon Brothers Asset Management
New York, NY 10004
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons intend to communicate with management about measures to
address the disparity between the Fund's stock price and its net asset value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSRS filed on August 29, 2013, there were 7,062,862 shares of
common stock outstanding as of June 30, 2013. The percentages set forth herein
were derived using such number. Phillip Goldstein, Andrew Dakos and Steven
Samuels own Bulldog Investors, LLC, a registered investment advisor. As of
November 21, 2013, Bulldog Investors, LLC is deemed to be the beneficial owner
of 593,675 shares of IMF (representing 8.41% of IMF's outstanding shares)
solely by virtue of Bulldog Investors LLC's power to direct the vote of, and
dispose of, these shares. These 593,675 shares of IMF include 333,485 shares
(representing 4.72% of IMF's outstanding shares) that are beneficially owned
by the following entities over which Messrs. Goldstein, Dakos and Mr. Samuels
exercise control: Opportunity Partners LP, Calapasas West Partners, LP, Full
Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value
Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP
(collectively, "Bulldog Investors Funds"). Bulldog Investors Funds may be
deemed to constitute a group. All other shares included in the aforementioned
593,675 shares of IMF beneficially owned by Bulldog Investors, LLC (solely by
virtue of its power to sell or direct the vote of these shares) are also
beneficially owned by clients of Bulldog Investors, LLC who are not members
of any group. The total number of these "non-group" shares is 260,190 shares
(representing 3.69% of IMF's outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 333,485
shares. Bulldog Investors, LLC has shared power to dispose of and vote 260,190
shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially
own more than 5% of IMF's shares) share this power with Bulldog Investors, LLC.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors, LLC.
c) During the past 60 days the following shares of IMF were purchased:
Date: Shares: Price:
09/24/13 13,000 16.0490
09/25/13 2,437 16.1200
10/10/13 44,400 16.2912
10/28/13 17,991 16.4563
10/29/13 15,618 16.4560
10/30/13 10,346 16.4549
10/31/13 4,884 16.4200
11/01/13 5,223 16.4000
11/04/13 4,954 16.3500
11/05/13 614 16.2500
11/06/13 10,113 16.2195
11/07/13 6,954 16.2257
11/08/13 5,157 16.0616
11/11/13 5,227 16.0734
11/12/13 175,000 16.0700
11/12/13 7,095 16.0438
11/13/13 3,434 16.0700
11/13/13 13,464 16.0978
11/14/13 9,121 16.1498
11/15/13 4,900 16.1574
11/15/13 4,682 16.2000
11/18/13 4,919 16.3353
11/19/13 6,897 16.3862
11/20/13 18,108 16.3657
11/21/13 55,155 16.3894
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 11/22/2013
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Agreement to Make Joint Filing
Agreement made as of the 22nd day of November, 2013, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Western Asset Inflation
Management Fund Inc. (IMF), each of the parties to this Agreement is required
to file a statement containing the information required by Schedule 13D with
respect to the same holdings of IMF;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member