Shares Western Asset Middle Market Income Fund Inc.

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1 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS Subject to Completion Preliminary Prospectus dated July 25, 2014 Shares Western Asset Middle Market Income Fund Inc. Common Stock $1,000 per Share The Fund. Western Asset Middle Market Income Fund Inc. (the Fund ) is a non-diversified, non-traded limited term closed-end investment management company. Investment Objectives. The Fund s primary investment objective is to provide high income. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives. Investment Strategies. Western Asset Management Company ( Western Asset ) will employ an opportunistic strategy that invests in fixed-income securities issued by middle market companies. Under normal market conditions, at least 80% of the Fund s Managed Assets (as defined below) will consist of securities, including loans, issued by middle market companies. Managed Assets means the net assets of the Fund plus the (continued on the following page) Investing in the Fund s common stock, $.001 par value (the Common Stock ) involves certain risks. Investing in high yield or junk bonds of middle market companies is speculative and presents a high degree of risk. You could lose some or all of your investment. See Risks beginning on page 49 of this prospectus to read about the risks you should consider before buying the Fund s Common Stock, including the risk of leverage. You should not expect to be able to sell your shares of Common Stock regardless of how the Fund performs. If you are able to sell your shares of Common Stock, you may receive less than your original investment. The Fund has no operating history. The Fund s Common Stock will not be listed for trading on any securities exchange. Accordingly, no secondary market for the Fund s Common Stock is expected to exist, and an investment in the Fund s Common Stock should be considered illiquid. The Fund is designed primarily for long-term investors who are prepared to hold shares of Common Stock until the expiration of the Fund s term. Because our common stock will not be listed on a securities exchange, you may be unable to sell your shares of Common Stock and, as a result, you may be unable to reduce your exposure on any market downturn. You should consider that you may not have access to the money you invest until the expiration of the Fund s term, and may never recover your entire initial investment in the Fund. An investment in the Fund s Common Stock is not suitable for you if you need access to the money you invest. Securities of middle market issuers are typically considered below investment grade (also commonly referred to as junk bonds ). High-yield fixed-income securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer s capacity to pay interest and repay principal. There is no percentage limitation on the Fund s ability to invest in below investment grade securities. Beginning in 2016, the Fund intends, but is not obligated, to conduct quarterly tender offers for up to 2.5% of its Common Stock then outstanding in the sole discretion of its board of directors. The Fund does not expect to make a tender offer for its Common Stock during its first 18 months of operations. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Public offering price, exclusive of sales load... $1, $ Sales load(1)... $30.00 $ Proceeds, after expenses, to the Fund(2)... $ $ (notes continued on next page) Total

2 (notes continued from previous page) (1) The Common Stock will be sold at $1,000 per share plus a sales load. The sales load will be imposed by and paid to the party responsible for selling the Common Stock to an investor. The sales load will be 3.00% of the offering price. Legg Mason Partners Fund Advisor, LLC ( LMPFA ) (and not the Fund) has agreed to pay from its own assets a structuring fee to Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ) and Morgan Stanley & Co. LLC ( Morgan Stanley ) and may pay from its own assets certain qualifying dealers a structuring fee, additional compensation, or a sales incentive fee in connection with the distribution. In addition, the Fund has agreed to pay for certain expenses of LMIS and certain qualifying dealers in an amount not exceeding $ or $ per share of Common Stock as a partial reimbursement of expenses incurred in connection with the offering. See Plan of Distribution. (2) LMPFA has agreed to pay (i) all of the Fund s organizational expenses, which are estimated to be $80,000, and (ii) the Fund s offering expenses (other than the sales load but inclusive of the $ per share of Common Stock partial reimbursement of expenses for LMIS and certain qualifying dealers) to the extent offering expenses are in excess of $2.00 per share of Common Stock. The Fund s offering expenses are estimated to be $, of which $ will be borne by LMPFA. (continued from cover page) principal amount of any Borrowings (as defined below) and any Preferred Stock (as defined below) that may be outstanding. For investment purposes, middle market refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund. See The Fund s Investments Investment Strategies in this prospectus. The Fund may also invest up to 20% of its Managed Assets in non-middle market securities including, without limitation, (i) U.S. and foreign government debt securities, U.S. and foreign corporate debt securities rated investment grade or below investment grade and U.S. and foreign subordinated or unsubordinated debt securities and (ii) securities of issuers that are incidental to the Fund s purchase of fixed income securities, such as warrants. For more information on the Fund s investment strategy, see The Fund s Investments and Risks. The Offering. The Fund is offering, pursuant to this prospectus on a best efforts basis, Common Stock, at a purchase price equal to $1,000 per share of Common Stock plus a sales load of 3.00% of the offering price or $30.00 per share of Common Stock. The minimum required purchase by each investor is 25 shares of Common Stock or a minimum investment of $25,750 inclusive of the sales load ($1,030 per share of Common Stock). The termination date of the offering is expected to occur on or about August 26, Leverage. The Fund may seek to enhance the level of its current distributions to holders of Common Stock through the use of leverage. The Fund may use leverage through borrowings, including loans from certain financial institutions, the use of reverse repurchase agreements and/or the issuance of debt securities (collectively, Borrowings ) in an aggregate amount of up to % of the Fund s Managed Assets immediately after such Borrowings. Furthermore, the Fund may use leverage through the issuance of Preferred Stock in an aggregate amount of up to 50% of the Fund s Managed Assets immediately after such issuance. Preferred Stock means an equity interest in a company that generally entitles the holder to receive, in preference to the holders of common stock, dividends and a fixed share of the proceeds resulting from liquidation of the company. In addition, the Fund may enter into additional reverse repurchase agreements and use similar investment management techniques that may provide leverage, but which are not subject to the foregoing % limitation so long as the Fund has covered its commitments with respect to such techniques by segregating liquid assets, entering into offsetting transactions or owning positions covering its obligations. The Fund currently intends to utilize leverage principally through borrowing from certain financial institutions in an amount between 10% and 25% of its Managed Assets, but may utilize leverage up to the limits imposed by the Investment Company Act of 1940, as amended. Currently, the Fund has no intention to issue Preferred Stock in the next 12 months. See Use of Leverage, Description of Shares Preferred Stock and Risks Leverage Risk. Manager and Subadviser. LMPFA, the Fund s investment manager, will provide administrative and management services to the Fund. As of March 31, 2014, LMPFA s total assets under management were approximately $236.7 billion. Western Asset, the Fund s subadviser, will be responsible for the day-to-day portfolio management of the Fund, subject to the supervision of the Fund s Board of Directors and LMPFA. As of March 31, 2014, Western Asset and its supervised affiliates had approximately $468.7 billion in assets under management. In connection with Western Asset s service to the Fund, Western Asset Management Company Pte. Ltd. in Singapore ( Western Singapore ), Western Asset Management Company Ltd. in Japan ( Western Japan ) and Western Asset Management Company Limited in London ( Western Asset Limited and, together with Western Singapore and Western Japan, the Non-U.S. Subadvisers ) will act as subadvisers to the Fund and be ii

3 responsible, generally, for managing non-u.s. dollar fixed income investments. See Management of the Fund Non-U.S. Subadvisers. Distributor. Legg Mason Investor Services, LLC ( LMIS ), an affiliate of LMPFA and Western Asset, acts as principal underwriter and distributor for the Fund s Common Stock and serves in that capacity on a best efforts basis, subject to various conditions. The principal business address of LMIS is 100 International Drive, Baltimore, Maryland LMIS has appointed Merrill Lynch and Morgan Stanley as dealers and additional dealers may be appointed by LMIS (each, together with Merrill Lynch and Morgan Stanley, a Dealer ) to assist in the sale of the Fund s Common Stock on a best efforts basis. The sales load for any one stockholder is payable to either LMIS or a Dealer, as applicable, and is charged as a percentage of a prospective stockholder s purchase amount. The sales load represents a payment in addition to the stockholder s investment. The sales load will be subtracted from a prospective stockholder s purchase amount and will neither constitute an investment made by the stockholder in the Fund nor form part of the assets of the Fund. See Plan of Distribution. Limited Term. It is anticipated that the Fund will terminate on December 30, If the Fund s board of directors determines that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the termination date for one year, to December 29, 2023, without a stockholder vote. The Fund s termination date can be further extended beyond December 29, 2023 by an amendment to the charter (the Charter ) approved by 75% of the directors and 75% of the outstanding voting securities of the Fund. Beginning one year before the termination date (the wind-down period ), LMPFA and Western Asset may begin liquidating all or a portion of the Fund s portfolio through opportunistic sales. During the wind-down period the Fund may deviate from its investment strategy of investing at least 80% of its Managed Assets in securities, including loans, issued by middle market companies. The Fund s investment objectives and policies are not designed to seek to return to investors that purchase Common Stock in this offering their initial investment on the termination date or any other date, and such initial investors and any investors that purchase Common Stock after the completion of this offering may receive less than their original investment upon termination. Beginning in 2016, the Fund intends, but is not obligated, to conduct quarterly tender offers for up to 2.5% of its Common Stock then outstanding in the sole discretion of its board of directors. In a tender offer, the Fund repurchases outstanding shares of Common Stock at the Fund s net asset value or a percentage of the Fund s net asset value on the last day of the offer. In any given year, LMPFA and Western Asset may or may not recommend to the board of directors that the Fund conduct a tender offer. Accordingly, there may be years in which no tender offer is made, and it is possible that no tender offers will be conducted during the term of the Fund at all. The Fund does not expect to make a tender offer for its Common Stock during its first 18 months of operations. If a tender offer is not made, stockholders may not be able to sell their Common Stock as it is unlikely that a secondary market for the Common Stock will develop or, if a secondary market does develop, shareholders may be able to sell their Common Stock only at substantial discounts from net asset value. The Fund is designed primarily for long-term investors, who are prepared to hold the shares of Common Stock until the expiration of the Fund s term, and an investment in the Fund s Common Stock should be considered illiquid. You should read this prospectus, which contains important information about the Fund that you should know, before deciding whether to invest, and retain it for future reference. A Statement of Additional Information, dated, 2014, as it may be amended (the SAI ), containing additional information about the Fund, has been filed with the Securities and Exchange Commission (the SEC ) and is incorporated by reference in its entirety into this prospectus. You may request a free copy of the SAI (the table of contents of which is on page 86 of this prospectus), annual and semi-annual reports to stockholders (when available), and additional information about the Fund by calling (888) , by writing to the Fund at 620 Eighth Avenue, 49th Floor, New York, New York or visiting the Fund s website ( lmcef.com). The information contained in, or accessed through, the Fund s website is not part of this prospectus. You may also obtain a copy of the SAI (and other information regarding the Fund) from the SEC s Public Reference Room in Washington, D.C. Information relating to the Public Reference Room may be obtained by calling the SEC at (202) Such materials, as well as the Fund s annual and semi-annual reports (when available) and other information regarding the Fund, are also available on the SEC s website ( You may also requests for these documents to publicinfo@sec.gov or make a request in writing to the SEC s Public Reference Room, 100 F Street, N.E., Washington, D.C The Fund s Common Stock does not represent a deposit or obligation of, and is not guaranteed or endorsed by, any bank or other insured depository institution, and is not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. iii

4 TABLE OF CONTENTS Prospectus Summary... 1 Summary of Fund Expenses The Fund Use of Proceeds The Fund s Investments Use of Leverage Risks Management of the Fund Net Asset Value Distributions Dividend Reinvestment Plan Description of Shares Certain Provisions in the Charter and By-Laws Tender Offers Repurchase of Fund Shares Tax Matters Plan of Distribution Custodian and Transfer Agent Fiscal Year Independent Registered Public Accounting Firm Legal Opinions Table of Contents of the Statement of Additional Information You should rely only on the information contained in or incorporated by reference into this prospectus. The Fund has not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer of these securities in any jurisdiction where the offer is not permitted. Page

5 PROSPECTUS SUMMARY This is only a summary. This summary does not contain all of the information that you should consider before investing in the Fund s Common Stock. You should review the more detailed information contained elsewhere in this prospectus and in the Statement of Additional Information, especially the information under the heading Risks. The Fund... Western Asset Middle Market Income Fund Inc. (the Fund ) is a non-diversified, non-traded limited term closed-end investment management company. The Offering... TheFund is offering shares of common stock at $1,000 per share, plus a sales load of $30.00 per share, through Legg Mason Investor Services, LLC ( LMIS ). The shares of common stock are called Common Stock in this prospectus. You must purchase at least 25 shares of Common Stock in order to participate in this offering (a minimum investment inclusive of the sales load of $25,750 or $1,030 per share of Common Stock). See Plan of Distribution. Who May Want to Invest... Investorsshould consider their investment goals, time horizons and risk tolerance before investing in the Fund. The Fund s Common Stock will not be listed for trading on any securities exchange, and no secondary market for the Fund s Common Stock is expected to develop. An investment in the Fund should be considered illiquid, is not appropriate for all investors, and the Fund is not intended to be a complete investment program. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund may be an appropriate investment for investors who are prepared to hold shares of Common Stock until the Fund s expiration date and who are seeking: efficient access to a middle market debt portfolio; potential for high income, capital appreciation and overall portfolio diversification; and the credit research and security selection expertise of Western Asset Management Company ( Western Asset ), one of the world s leading fixed-income managers Legg Mason Partners Fund Advisor, LLC ( LMPFA ), the Fund s investment manager, and Western Asset, the Fund s subadviser, believe that current market conditions provide an opportunity to invest in a portfolio of middle market fixed-income securities with the potential for high current income, capital appreciation over the long term and overall portfolio diversification. Additionally, LMPFA and Western Asset believe that the Fund s closed-end structure allows the Fund to maintain a stable pool of assets, without the need to keep assets in low-yielding instruments like cash or cash equivalents or to liquidate assets, sometimes at inopportune times, to meet redemption requests. Market Opportunity... Middle market issuers are an integral part of the American economy, generating an estimated $4 trillion in annual revenue and providing millions of jobs to American workers. Since the credit crisis, 1

6 Investment Objectives... Investment Strategies... however, tighter lending conditions have made it difficult for middle market issuers to obtain financing from banks and other traditional capital sources. Bank lending standards have eased recently, but lending has not yet returned to pre-crisis levels. At the same time, the average size of high yield market issuance has increased, making it more difficult for middle market companies to access the traditional high yield market. Many middle market companies are now too small to access the public capital markets directly, despite the fact that many are considered good credits, typically having stronger fundamentals and lower leverage ratios than other borrowers that fall in the high yield category. Now, middle market companies often turn to alternative funding sources for the capital needed to invest in and expand their businesses. The result is a highly fragmented, inefficient market that allows an experienced investor like Western Asset to capture value. In Western Asset s view, it takes specialized resources to source, negotiate, close and monitor middle market investments. Western Asset believes that the debt securities of middle market companies offer an attractive alternative to traditional high yield bonds due to their: Potential for higher yields Shorter maturities, which may help mitigate the impact of rising interest rates Favorable lending terms and protective covenants Strong fundamentals, including lower leverage ratios TheFund s primary investment objective is to provide high income. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives. See The Fund s Investments. Western Asset will employ an opportunistic strategy that invests in fixed income securities issued by middle market companies. Under normal market conditions, at least 80% of the Fund s Managed Assets will consist of securities, including loans, issued by middle market companies. Managed Assets means the net assets of the Fund plus the principal amount of any Borrowings (as defined below) and any Preferred Stock (as defined below) that may be outstanding. For investment purposes, middle market refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund (changes in a company s revenues after time of purchase by the Fund will not disqualify such company from being considered middle market). See The Fund s Investments Investment Strategies. Securities of middle market issuers are typically considered high yield. High yield refers to below investment grade quality (also 2

7 commonly referred to as junk bonds ). Below investment grade fixed-income securities are rated below BBB- by Standard & Poor s Ratings Services, a division of The McGraw Hill Companies, Inc. ( S&P ), or Fitch Ratings, Inc. ( Fitch ), below Baa3 by Moody s Investors Service, Inc. ( Moody s ) or comparably rated by another nationally recognized statistical rating organization ( NRSRO ) or, if unrated, determined by Western Asset to be of comparable quality. High yield fixed income securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer s capacity to pay interest and repay principal. There is no percentage limitation on the Fund s ability to invest in below investment grade securities. The Fund may also invest up to 20% of its Managed Assets in nonmiddle market securities including, without limitation, (i) U.S. and foreign government debt securities, U.S. and foreign corporate debt securities rated investment grade or below investment grade and U.S. and foreign subordinated or unsubordinated debt securities and (ii) securities of issuers that are incidental to the Fund s purchase of fixed income securities, such as warrants. The non-middle market securities the Fund expects to invest in are corporate debt securities rated investment grade or below investment grade of U.S. and foreign (including emerging markets) issuers and U.S. government debt securities. Fixed income securities also include bonds, debentures, notes, senior secured floating rate and fixed rate loans ( Senior Loans ), second lien or other subordinated secured or unsecured floating rate and fixed rate loans ( Other Loans ), loan assignments, loan participations, commercial paper and other similar types of debt instruments, preferred stock, convertible securities, payment-in-kind securities, zero-coupon bonds, mortgage-backed securities, asset-backed securities, bank certificates of deposit, fixed time deposits and bankers acceptances. Corporate securities are those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities, and do not include securities issued by governments, agencies or supranational entities. Certain fixed income instruments, such as convertible securities, may also include the right to participate in equity appreciation, and Western Asset will generally evaluate those instruments based primarily on their debt characteristics. No more than 10% of the Fund s Managed Assets may be invested in any one issuer, except securities issued by the U.S. government and its agencies. The Fund may sell certain fixed income and equity securities short including, but not limited to, U.S. government debt securities, for hedging purposes. The Fund may invest all or a portion of its Managed Assets in illiquid securities, which are securities that cannot be sold within seven days in the ordinary course of business at approximately the value at which the Fund has valued the securities ( Illiquid Securities ). 3

8 Percentage limitations described in this prospectus are as of the time of investment by the Fund and may be exceeded on a going-forward basis as a result of market value fluctuations of the Fund s portfolio securities. See Risks Portfolio Liquidity Risk. The Fund currently intends to build a portfolio consisting primarily of fixed-income securities. The duration of the Fund s portfolio in its first year of operations is anticipated to be two to four years; however, the duration may change significantly at any time and is dependent on market conditions and investment opportunities available to the Fund. Duration is the measure of the price sensitivity of a fixed income security to an interest rate change of 1%. In general, if prevailing interest rates change by 1%, a fixed income instrument s value will change by 1% multiplied by each year of duration. For example, if a fixed income instrument has a duration of three years, its value can be expected to fall by about 3% if interest rates rise by 1%. Conversely, such instrument can be expected to rise by about 3% if interest rates fall by 1%. Calculation of duration is based on the weighted average of the present values for all cash flows. Duration differs from the maturity of a security, which is the date on which the issuer is obligated to repay the principal amount. Western Asset believes it has the global breadth, local depth and sector expertise to critically analyze both the systemic and idiosyncratic risks associated with various global markets and credits. Western Asset s investment management team specializes in fixedincome investing and has focused on credit-sensitive sectors since Western Asset employs an actively managed investment approach which utilizes the expertise of its large and experienced team of senior credit analysts, risk analysts and portfolio managers. Western Asset believes that the ability to integrate superior fundamental credit research with relative value analysis will drive performance in the Fund s portfolio. The key areas of focus are issuer selection, industry analysis, covenant analysis, transaction structure and debt terms. A team of investment professionals at Western Asset will have daily responsibility for the management of the portfolio and for the implementation of the investment process. Western Asset may allocate and reallocate the Fund s assets from time to time based on its analysis of economic and market conditions and the relative returns and risks then represented by each type of security. Western Asset may from time to time sell securities prior to their maturity at a loss when Western Asset believes it is appropriate to do so in light of this analysis. The Fund may depart from its principal investment strategy in response to adverse economic, market or political conditions. During such periods, the Fund may invest all or a portion of its assets in obligations of the U.S. government, its agencies or instrumentalities; investment grade fixed-income securities; investment grade commercial paper; certificates of deposit and bankers acceptances; repurchase agreements with respect to any of the foregoing investments or any other fixed-income securities that Western Asset considers consistent with this strategy. It is impossible to predict when, or for how 4

9 Leverage... long, the Fund will use these alternative strategies. There can be no assurance that such strategies will be successful. See The Fund s Investments Temporary Defensive Strategies; Ramp-Up Period; Wind- Down Period and Risks Temporary Defensive Strategies Risk in this prospectus and Investment Policies and Techniques in the SAI. TheFund may seek to enhance the level of its current distributions to holders of Common Stock ( Common Stockholders ) through the use of leverage. The Fund may use leverage through borrowings, including loans from certain financial institutions, the use of reverse repurchase agreements and/or the issuance of debt securities (collectively, Borrowings ) in an aggregate amount of up to % of the Fund s Managed Assets immediately after such Borrowings. Furthermore, the Fund may use leverage through the issuance of Preferred Stock in an aggregate amount of up to 50% of the Fund s Managed Assets immediately after such issuance. Preferred Stock means an equity interest in a company that generally entitles the holder to receive, in preference to the holders of common stock, dividends and a fixed share of the proceeds resulting from liquidation of the company. In addition, the Fund may enter into additional reverse repurchase agreements and use similar investment management techniques that may provide leverage, but which are not subject to the foregoing % limitation so long as the Fund has covered its commitments with respect to such techniques by segregating liquid assets, entering into offsetting transactions or owning positions covering its obligations. The Fund currently intends to utilize leverage principally through borrowing from certain financial institutions in an amount between 10% and 25% of its Managed Assets, but may utilize leverage up to the limits imposed by the Investment Company Act of 1940, as amended (the 1940 Act ). Managed Assets means the net assets of the Fund plus the principal amount of any Borrowings and any Preferred Stock that may be outstanding. Currently, the Fund does not intend to issue Preferred Stock in the next 12 months. The use of leverage will cause the Fund s net asset value to be more volatile than if leverage were not used. For example, a rise in shortterm interest rates, which are currently near or at historically low levels, will cause the Fund s net asset value to decline more than if the Fund had not used leverage. The use of leverage may also cause more volatility in the level of the Fund s distributions. Borrowings (and any Preferred Stock) will have seniority over Common Stock. Any Borrowings and Preferred Stock (if issued) will leverage your investment in Common Stock. Common Stockholders will bear the costs associated with any Borrowings, and if the Fund issues Preferred Stock, Common Stockholders will bear the offering costs of the Preferred Stock issuance. The Board of Directors of the Fund may authorize the use of leverage through Borrowings and Preferred Stock without the approval of the Common Stockholders. 5

10 Derivatives... During periods when the Fund is using leverage through Borrowings or the issuance of Preferred Stock, the fees paid to LMPFA and Western Asset for advisory services will be higher than if the Fund did not use leverage because the fees paid will be calculated on the basis of the Fund s Managed Assets, which includes the principal amount of the Borrowings and any assets attributable to the issuance of Preferred Stock. This means that LMPFA and Western Asset have a financial incentive to increase the Fund s use of leverage. See Use of Leverage, Description of Shares Preferred Stock and Risks Leverage Risk. Generally,derivativesarefinancialcontractswhosevaluedepends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency exchange rates, commodities, related indexes and other assets. The Fund may utilize a variety of derivative instruments primarily for hedging and risk management purposes, although the Fund may also use derivative instruments for investment purposes. Investment in derivative instruments is not a principal investment strategy of the Fund. Derivative instruments include, but are not limited to, options contracts, futures contracts, options on futures contracts, indexed securities, currency forwards, credit default swaps, interest rate swaps and other swap agreements. The Fund anticipates that its primary investments in derivatives will entail investments in futures, options, swaps and currency forwards, although the Fund may also invest in other forms of derivatives. The Fund may use derivative instruments to gain exposure to or hedge its exposure to middle market and high-yield securities primarily through the use of credit default swaps but may also use other derivative instruments, provided that the Fund s exposure to credit derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, the Fund may net derivatives with opposite exposure to the same underlying instrument. Notwithstanding the foregoing limitation, the Fund may invest in derivative instruments related to currencies and interest rates; provided that such currency and interest rate derivatives are used for hedging or duration management purposes only. To the extent that the security or index underlying the derivative is or is composed of middle market corporate fixed-income securities, the Fund will include such derivative for the purposes of the Fund s policy to invest at least 80% of its Managed Assets in securities, including loans, issued by middle market companies. Credit derivatives, by their design, have a high correlation to the underlying securities. Derivative instruments can be illiquid, may disproportionately increase losses, and may have a potentially large impact on Fund performance. In addition, because losses on certain derivative instruments arise from changes in the value of a reference security, such losses are theoretically unlimited. See The Fund s Investments- Portfolio Contents Derivatives and Risks Derivatives Risk. 6

11 Distributions... Manager... Subadviser... TheFund intends to distribute its net investment income on a quarterly basis and to distribute annually any realized capital gains. The initial distribution is expected to be declared approximately 60 to 90 days, and paid approximately 90 to 120 days, from the completion of this offering, depending upon market conditions. The initial distribution may be substantially lower than those the Fund anticipates making once the Fund has fully invested the proceeds of the offering in accordance with its investment objectives. Unless you elect to receive distributions in cash (i.e., opt out), all of your distributions, including any capital gains distributions on your Common Stock, will be automatically reinvested in additional shares of Common Stock under the Fund s Dividend Reinvestment Plan. See Distributions and Dividend Reinvestment Plan. LMPFA will be the Fund s investment manager. LMPFA, a wholly owned subsidiary of Legg Mason Inc. ( Legg Mason ), is a registered investment adviser and supervises the day-to-day management of the Fund s portfolio by Western Asset. In addition, LMPFA performs administrative and management services necessary for the operation of the Fund, such as (1) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund s transfer agent, stockholder servicing agents, custodian and other independent contractors or agents; (2) providing certain compliance, Fund accounting, regulatory reporting and tax reporting services; (3) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to stockholders; (4) maintaining the Fund s existence; and (5) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund s shares under federal and state laws. As of March 31, 2014, LMPFA s total assets under management were approximately $236.7 billion. Legg Mason is a global asset management firm. As of March 31, 2014, Legg Mason s asset management operation had aggregate assets under management of approximately $702 billion. LMPFA will receive an annual fee, payable monthly, in an amount equal to 1.25% of the Fund s average daily Managed Assets. LMPFA has agreed to pay (i) all of the Fund s organizational expenses and (ii) the Fund s offering expenses (other than the sales load but inclusive of the $ per share of Common Stock partial reimbursement of expenses for LMIS and certain qualifying dealers) in excess of $2.00 per share. See Summary of Fund Expenses and Management of the Fund. Western Asset will be the Fund s subadviser. Western Asset, a wholly owned subsidiary of Legg Mason, is a registered investment adviser and will be responsible for the day-to-day portfolio management of the Fund subject to the supervision of the Fund s Board of Directors and LMPFA. As of March 31, 2014, Western Asset and its supervised affiliates had approximately $468.7 billion in assets under management. 7

12 Western Asset will receive an annual subadvisory fee, payable monthly, from LMPFA in an amount equal to 90% of the management fee paid to LMPFA. No advisory fee will be paid by the Fund directly to Western Asset. See Management of the Fund. Non-U.S. Subadvisers... Limited Term... Tender Offers... Inconnection with Western Asset s service to the Fund, Western Singapore, Western Japan and Western Asset Limited will provide certain subadvisory services to the Fund pursuant to subadvisory agreements between Western Asset and each of Western Singapore, Western Japan and Western Asset Limited (collectively, the Non-U.S. Subadvisory Agreements ). Western Singapore, Western Japan and Western Asset Limited are generally responsible for managing non-u.s. dollar fixed income investments. Western Asset will pay each of Western Singapore, Western Japan and Western Asset Limited a fee for its services at no additional expense to the Fund. Each of Western Singapore, Western Japan and Western Asset Limited will receive a fee from Western Asset, payable monthly, in an amount equal to 100% of the management fee paid to Western Asset on the assets Western Asset allocates each such Non-U.S. Subadviser to manage. See Management of the Fund. It is anticipated that the Fund will terminate on December 30, If the Fund s board of directors determines that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the termination date for one year, to December 29, 2023, without a stockholder vote. The Fund s termination date can be further extended beyond December 29, 2023 by an amendment to the Fund s Charter approved by 75% of the directors and 75% of the outstanding voting securities of the Fund. Beginning one year before the termination date (the wind-down period ), LMPFA and Western Asset may begin liquidating all or a portion of the Fund s portfolio through opportunistic sales. During the wind-down period the Fund may deviate from its investment strategy of investing at least 80% of its Managed Assets securities, including loans, issued by middle market companies. The Fund s investment objectives and policies are not designed to seek to return to investors that purchase Common Stock in this offering their initial investment on the termination date, and such initial investors and any investors that purchase Common Stock after the completion of this offering may receive more or less than their original investment upon termination. The Fund s Common Stock will not be listed for trading on a securities exchange. In recognition that a secondary market for the Fund s Common Stock is unlikely to exist, beginning in 2016 the Fund intends, but is not obligated, to conduct quarterly tender offers for up to 2.5% of its Common Stock then outstanding in the sole discretion of its board of directors. The Fund does not expect to make a tender offer for its Common Stock during its first 18 months of operations. In any given year, LMPFA and Western Asset may or may not recommend to the board of directors that the Fund conduct a tender offer. For example, if adverse market conditions cause the 8

13 Distributor; Dealers, Sales Load... Custodian and Transfer Agent... Selected Risk Considerations... Fund s investments to become illiquid or trade at depressed prices or if LMPFA and Western Asset believe that conducting a tender offer for 2.5% or less of the Fund s Common Stock then outstanding would impose an undue burden on stockholders who do not tender compared to the benefits of giving stockholders the opportunity to sell all or a portion of their Common Stock at net asset value, the Fund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 2.5% of its Common Stock then outstanding. Accordingly, there may be years in which no tender offer is made, and it is possible that no tender offers will be conducted during the term of the Fund at all. If a tender offer is not made, stockholders may not be able to sell their Common Stock as it is unlikely that a secondary market for the Common Stock will develop or, if a secondary market does develop, stockholders may be able to sell their Common Stock only at substantial discounts from net asset value. If the Fund does conduct tender offers, it may be required to sell its more liquid, higher quality portfolio securities to purchase shares of Common Stock that are tendered, which may increase risks for remaining stockholders and increase fund expenses as a percent of assets. The Fund is designed primarily for long-term investors and an investment in the Fund s Common Stock should be considered illiquid. See Tender Offers. LMIS is the principal underwriter and distributor of the Common Stock and serves in that capacity on a best-efforts basis, subject to various conditions. Merrill Lynch, Pierce, Fenner & Smith Incorporated ( Merrill Lynch ) and Morgan Stanley & Co. LLC ( Morgan Stanley ) have been appointed as dealers by LMIS. Other dealers may be appointed by LMIS (each, together with Merrill Lynch and Morgan Stanley, a Dealer ) to assist in the sale of the Fund s Common Stock on a best efforts basis. The sales load for any one stockholder is payable to either LMIS or a Dealer, as applicable, and is charged as a percentage of a prospective stockholder s purchase amount. The sales load represents a payment in addition to the stockholder s investment. The sales load will be subtracted from a prospective stockholder s purchase amount and will neither constitute an investment made by the stockholder in the Fund nor form part of the assets of the Fund. See Plan of Distribution. Investments in the Fund are subject to a sales load of 3.00% of the amount invested or $30.00 per share of Common Stock. See Plan of Distribution. Dealers generally will receive all of the sales load with respect to the Common Stock purchased by their customers. State Street Bank and Trust Company LLC will serve as custodian of the Fund s assets. American Stock Transfer & Trust Company, LLC will serve as the Fund s transfer agent. See Custodian and Transfer Agent. Aninvestment in the Fund s Common Stock involves various material risks. The following is a summary of certain of these risks. It is not complete and you should read and consider carefully the more complete list of risks described below under Risks before purchasing our Common Stock in this offering. 9

14 Illiquidity of Shares Risk. The Fund is designed primarily for longterm investors who are prepared to hold the shares of Common Stock until the end of the Fund s term and an investment in the Fund s Common Stock should be considered to be illiquid. The Fund s Common Stock will not be listed for trading on a securities exchange. In recognition that a secondary market for the Fund s Common Stock is unlikely to exist, beginning in 2016 the Fund intends, but is not obligated, to conduct quarterly tender offers for up to 2.5% of its Common Stock then outstanding in the sole discretion of its Board of Directors. The Fund does not expect to make a tender offer for its Common Stock during its first 18 months of operations. In a tender offer, the Fund repurchases outstanding Common Stock at the Fund s net asset value or a percentage of the Fund s net asset value on the last day of the offer. In any given year, LMPFA and Western Asset may or may not recommend to the Board of Directors that the Fund conduct a tender offer. For example, if adverse market conditions cause the Fund s investments to become illiquid or trade at depressed prices or if LMPFA and Western Asset believe that conducting a tender offer for 2.5% or less of the Fund s Common Stock then outstanding would impose an undue burden on stockholders who do not tender compared to the benefits of giving stockholders the opportunity to sell all or a portion of their Common Stock at net asset value, the Fund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 2.5% of its Common Stock then outstanding. Accordingly, there may be years in which no tender offer is made, and it is possible that no tender offers will be conducted during the term of the Fund at all. If a tender offer is not made, stockholders may not be able to sell their Common Stock as it is unlikely that a secondary market for the Common Stock will develop or, if a secondary market does develop, stockholders may be able to sell their Common Stock only at substantial discounts from net asset value. If the Fund does conduct tender offers, it may be required to sell its more liquid, higher quality portfolio securities to purchase shares of Common Stock that are tendered, which may increase risks for remaining stockholders and increase fund expenses as a percent of net assets. In addition, while the Fund is permitted to borrow money to finance the repurchase of Common Stock pursuant to tender offers, there can be no assurance that the Fund will be able to obtain such financing if it attempts to do so. Moreover, if the Fund s portfolio does not provide adequate liquidity to fund tender offers, the Fund may extend the last day of any tender offer or choose to pay tendering stockholders with a promissory note, which will cause the stockholder to be paid at a later date than if the tender offer were not extended or if the promissory note were not issued. See Risks Illiquidity of Shares Risk. No History of Operations. The Fund is a non-diversified, non-traded limited term closed-end investment management company with no history of operations or public trading. As a result, prospective 10

15 investors have no track record or history on which to base their investment decision. See Risks No History of Operations. Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in Common Stock represents an indirect investment in the fixed-income securities and other assets owned by the Fund. The value of the Fund s portfolio securities may move up or down, sometimes rapidly and unpredictably. At any point in time, your Common Stock may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions. Before making an investment decision, a prospective investor should (i) consider the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) consider factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs. An investment in the Fund s Common Stock represents an indirect investment in the portfolio of loans and fixed-income instruments, short positions and other securities and derivative instruments owned by the Fund, and the value of these securities and instruments may fluctuate, sometimes rapidly and unpredictably, and such investment is subject to investment risks, including the possible loss of the entire principal amount invested. The Fund may also use leverage, which would magnify the Fund s investment, market and certain other risks. The Fund may be materially affected by market, economic and political conditions globally and in the jurisdictions and sectors in which it invests or operates, including conditions affecting interest rates, the availability of credit, currency exchange rates and trade barriers. These conditions are outside LMPFA s and Western Asset s control and could adversely affect the liquidity and value of the Fund s investments, and may reduce the ability of the Fund to make attractive new investments. See Risks Investment and Market Risk. Limited Term Risk. It is anticipated that the Fund will terminate on December 30, If the Fund s board of directors determines that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the termination date for one year, to December 29, 2023, without a shareholder vote. The Fund s termination date can be further extended beyond December 29, 2023 by an amendment to the Charter approved by 75% of the directors and 75% of the outstanding voting securities of the Fund. Beginning one year before the termination date (the wind-down period ); LMPFA and Western Asset may begin liquidating all or a portion of the Fund s portfolio through opportunistic sales. During the winddown period the Fund may deviate from its investment strategy of investing at least 80% of its Managed Assets in securities, including loans, issued by middle market companies. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money. 11

16 As the Fund approaches its termination date, the portfolio composition of the Fund may change as more of the Fund s original fixed income securities mature or are called or sold, which may cause the Fund s returns to decrease and the net asset value of the Common Stock to fall. The Fund may also shift its portfolio composition to securities LMPFA and Western Asset believe will provide adequate liquidity upon termination of the Fund, which may also cause the Fund s returns to decrease and the net asset value of the Common Stock to fall. Such investments may include corporate debt securities rated investment grade or below investment grade of issuers other than middle market companies. Rather than reinvesting the proceeds of its matured, called or sold fixed income securities, the Fund may distribute the proceeds in one or more liquidating distributions prior to the final liquidation, which may cause the Fund s fixed expenses to increase when expressed as a percentage of assets under management, or the Fund may invest the proceeds in lower yielding securities or hold the proceeds in cash, which may adversely affect the performance of the Fund. The board of directors may choose to terminate the Fund prior to the required termination date, which would cause the Fund to miss any market appreciation that occurs after the Fund is terminated. Conversely, the board of directors may decide against early termination, after which decision, market conditions may deteriorate and the Fund may experience losses. Upon its termination, it is anticipated that the Fund will have distributed substantially all of its net assets to stockholders, although securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period of time until they can be sold or pay out all of their cash flows. The Fund cannot predict the amount of securities that will be required to be placed in a liquidating trust. See Risks Limited Term Risk. Middle Market Companies Risk. Investing in middle market companies involves a number of significant risks, including but not limited to the following: middle market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that the Fund may hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Fund s realizing any guarantees the Fund may have obtained in connection with an investment; middle market companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors actions and changing market conditions, as well as general economic downturns; there is generally little public information about privately held middle market companies. Privately held middle market companies and their financial information generally are not subject to the 12

17 reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and other regulations that govern public companies, and we may be unable to uncover all material information about these companies, which may prevent LMPFA and Western Asset from making a fully informed investment decision and cause the Fund to lose money on its investments; middle market companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the issuer; middle market companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; changes in laws and regulations, as well as their interpretations, may adversely affect the business, financial structure or prospects of middle market companies; and middle market companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. See Risks Middle Market Companies Risk. Portfolio Liquidity Risk. The Fund may acquire its investments directly from the issuer in privately negotiated transactions. Substantially all of these securities may be subject to legal and other restrictions on resale or may otherwise be less liquid than publicly traded securities. The illiquidity of such investments may make it difficult or impossible for the Fund to sell such investments if the need arises, particularly in light of recent regulatory changes that have reduced the liquidity in the market by requiring banks and brokers to hold fewer corporate bonds, including Illiquid Securities. In addition, if Western Asset is required to liquidate all or a portion of the Fund s portfolio quickly, the Fund may realize significantly less than the value at which it had previously recorded its investments. In addition, Western Asset may face other restrictions on its ability to liquidate an investment to the extent that Western Asset or the Fund has material non-public information regarding the issuer. Securities purchased by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the securities, market events, economic conditions or investor perceptions. See Risks Portfolio Liquidity Risks. Valuation Risk. Unlike publicly traded common stock which trades on national exchanges, there is no central place or exchange for loans 13

18 or fixed-income securities to trade. Loans or fixed-income securities generally trade on an over-the-counter market, which may be anywhere in the world where the buyer and seller can settle on a price. Due to the lack of centralized information and trading, the valuation of loans or fixed-income securities may carry more uncertainties than that of common stock. Uncertainties in the conditions of the financial market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. LMPFA believes a portion of the Fund s investments (other than cash and cash equivalents) may be classified as Level 3 under ASC 820, Fair Value Measurements. This means that the Fund s portfolio valuations of Level 3 assets will be based on unobservable inputs and LMPFA s own assumptions about how market participants would price the asset. LMPFA expects that inputs into the determination of fair value of the Fund s portfolio investments will require significant judgment or estimation by LMPFA. Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments LMPFA makes. Additionally, valuations of private securities are inherently uncertain. As a result of the uncertainties associated with the valuation of loans and fixed-income securities, other market participants may value such securities differently than the Fund. The Fund s net asset value could be adversely affected if its determinations regarding the fair value of the Fund s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such securities. See Risks Valuation Risk. Below Investment Grade (High-Yield or Junk Bond) Securities Risk. Securities rated below investment grade are commonly referred to as high-yield securities or junk bonds and are regarded as having predominantly speculative characteristics with respect to the issuer s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. Securities rated C or lower by Moody s, CCC or lower by S&P or CC or lower by Fitch or comparably rated by another NRSRO or, if unrated, determined by Western Asset to be of comparable quality, are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default, to be unlikely to have the capacity to pay interest and repay principal when due in the event of adverse business, financial or economic conditions and/or to be in default or not current in the payment of interest or principal. Ratings may not accurately reflect the actual credit risk associated with a corporate security. 14

19 Securities rated below investment grade generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of below investment grade instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. The secondary market for high-yield securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on the Fund s ability to dispose of a particular security. There are fewer dealers in the market for high-yield securities than for investment grade obligations. The prices quoted by different dealers may vary significantly, and the spread between the bid and asked price is generally much larger for high-yield securities than for higher quality instruments. Under continuing adverse market or economic conditions, the secondary market for high-yield securities could contract further, independent of any specific adverse changes in the condition of a particular issuer, and these securities may become illiquid. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of below investment grade securities, especially in a market characterized by a low volume of trading. Default, or the market s perception that an issuer is likely to default, could reduce the value and liquidity of securities held by the Fund, thereby reducing the value of your investment in the Fund s Common Stock. In addition, default, or the market s perception that an issuer is likely to default, may cause the Fund to incur expenses, including legal expenses, in seeking recovery of principal or interest on its portfolio holdings, including litigation to enforce the Fund s rights. In any reorganization or liquidation proceeding relating to a portfolio company, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial condition of such issuer. Western Asset s judgment about the credit quality of an issuer and the relative value of its securities may prove to be wrong. In addition, not only may the Fund lose its entire investment, holders of Common Stock may also lose their entire investments in the Fund. Investments in below investment grade securities may present special tax issues for the Fund to the extent that the issuers of these securities default on their obligations pertaining thereto, and the U.S. federal income tax consequences to the Fund as a holder of such distressed securities may not be clear. See Risks Below Investment Grade (High-Yield or Junk Bond) Securities Risk. 15

20 Fixed-Income Securities Risk. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed-income securities, including high-yield securities, are also subject to certain risks, including: Issuer Risk. The value of fixed-income securities may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer s goods and services. Nonpayment Risk. The issuer of a fixed-income security may not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement. An issuer s willingness and ability to pay interest or to repay principal due in a timely manner may be affected by, among other factors, its cash flow. See Risks Credit Risk. Interest Rate Risk. The market price of the Fund s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed-income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. With current interest rates at or near historically low levels, the risk of rising interest rates is increased. The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer maturities. Although changes in prevailing interest rates can be expected to cause some fluctuations in the value of floating-rate securities held by the Fund (due to the fact that rates reset only periodically), the values of these securities tend to be less sensitive to changes in market interest rates than fixed-rate instruments. Fluctuations in the market price of the Fund s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund s exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful. Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund s income and distributions to stockholders. This is known as prepayment or call risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met ( call protection ). An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. Senior 16

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