UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Western Asset Inflation Management Fund Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The Annual Meeting of Stockholders (the "Meeting") of Western Asset Inflation Management Fund Inc. (the "Fund") will be held at 620 Eighth Avenue, 49th Floor, New York, New York, on Friday, March 20, 2009 at 2:00 p.m., Eastern Standard Time, for the purposes of considering and voting upon the following:

2. If properly before the Meeting, a stockholder proposal regarding open-ending or liquidating the Fund (Proposal 2);

3. Any other business that may properly come before the Meeting or any adjournments or postponements thereof.

The Board recommends that you vote "FOR" Proposal 1 and "AGAINST" Proposal 2.

The close of business on December 29, 2008 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournments or postponements thereof.

To avoid the unnecessary expense of further solicitation, we urge you to indicate voting instructions on the enclosed proxy, date and sign it and return it promptly in the envelope provided, no matter how large or how small your holdings may be.

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

This proxy statement is furnished in connection with a solicitation by the Board of Directors of Western Asset Variable Rate Strategic Fund Inc. (the "Fund") of proxies to be used at the Annual Meeting of Stockholders of the Fund to be held at 620 Eighth Avenue, 49th Floor, New York, New York, on Friday, March 20, 2009 at 2:00 p.m., Eastern Standard Time, and at any adjournment or adjournments thereof (the "Meeting"), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.

This proxy statement and the accompanying materials are first being mailed to stockholders on or about February 9, 2009.

The Fund is organized as a Maryland corporation and is a registered investment company.

Stockholders of record at the close of business on December 29, 2008 (the "Record Date") are entitled to vote at the Meeting. Stockholders of the Fund are entitled to one vote for each share held.

At the close of business on December 29, 2008, 7,061,159,590 shares of the Fund were outstanding, and the net assets of the Fund as of that date were $108,328,185.

Legg Mason Partners Fund Advisor, LLC ("LMPFA"), whose principal business address is 100 Light Street, Baltimore, Maryland 21202, is the Fund's investment manager. Pursuant to a subadvisory agreement with LMPFA, Western Asset Management Company ("Western Asset") is the Fund's subadviser. Western Asset Management Company Limited ("WAML") is also a sub-adviser and provides certain advisory services to the Fund relating to currency transactions and investments in non-U.S. dollar-denominated securities. LMPFA, Western Asset and WAML are wholly-owned subsidiaries of Legg Mason, Inc. ("Legg Mason").

Even if you plan to attend the Meeting, please sign, date and return the enclosed proxy card, or provide voting instructions by telephone or over the Internet. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card. This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.

All properly executed proxies received prior to the Meeting will be voted at the Meeting. On the matters coming before the Meeting as to which a stockholder has specified a choice on that stockholder's proxy, the shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to one or more proposals, the shares will be voted "FOR" Proposal 1 and "AGAINST" Proposal 2. Stockholders who execute proxies or provide voting instructions by telephone or over the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the Fund a written notice of revocation (addressed to the Chairman of the Fund, c/o Legg Mason & Co., LLC, 620 Eighth Avenue, 49th Floor, New York, New York 10018), by delivering a duly executed proxy card bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold

shares through a bank, financial institution or other intermediary (each called a "service agent"), please consult your service agent regarding your ability to revoke voting instructions after such instructions have been provided.

Annual reports are sent to stockholders of record of the Fund following the Fund's fiscal year end. The Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the annual report, if any, to a stockholder upon request. Such requests should be directed to the Fund at 55 Water Street, New York, New York 10041 or by calling toll free at 888-777-0102. Copies of annual and semi-annual reports of the Fund are also available on the EDGAR Database on the Securities and Exchange Commission's Internet site at www.sec.gov.

Please note that only one annual or semi-annual report or proxy statement may be delivered to two or more stockholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report or the proxy statement, or for instructions as to how to request a separate copy of these documents or as to how to request a single copy if multiple copies of these documents are received, stockholders should contact the Fund at the address and phone number set forth above.

A quorum of stockholders is required to take action at the Meeting. A majority of the shares of the Fund entitled to vote at the Meeting, represented in person or by proxy, will constitute a quorum of stockholders at the Meeting.

Votes cast by proxy or in person at the Meeting will be tabulated by the inspector of election appointed for the Meeting. The inspector of election, who is an employee of the proxy solicitor engaged by the Fund, will determine whether or not a quorum is present at the Meeting. The inspector of election will treat abstentions and "broker non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum.

If you hold shares directly (not through a broker-dealer, bank or other financial intermediary) and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted "FOR" Proposal 1 and "AGAINST" Proposal 2.

Broker-dealer firms holding shares of the Fund in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Proposal before the Meeting. The New York Stock Exchange (the "NYSE") may take the position that a broker-dealer that is a member of the NYSE and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm's request for voting instructions may not vote such customer or client's shares with respect to Proposal 2. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner's shares should be voted on a proposal will be deemed an instruction to vote such shares in favor of Proposal 1 and against Proposal 2.

If you hold shares of the Fund through a service agent that has entered into a service agreement with the Fund, the service agent may be the record holder of your shares. At the Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a stockholder that does not specify how the stockholder's shares should be voted on a

proposal may be deemed to authorize a service agent to vote such shares in favor of Proposal 1 and against Proposal 2. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. This practice is commonly referred to as "echo voting."

If you beneficially own shares that are held in "street name" through a broker-dealer or that are held of record by a service agent and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

• Directors are elected by a plurality of the votes cast by the holders of shares of the Fund's common stock present in person or represented by proxy at a Meeting at which a quorum is present.

• For purposes of Proposal 1, abstentions and broker non-votes are not considered "votes cast" and, therefore, do not affect the plurality vote required for the election of Directors.

• If properly presented and if a quorum is present, a majority of the votes cast will decide Proposal 2.

• Approval of Proposal 2 will occur only if a sufficient number of votes at the Meeting are cast "FOR" that proposal. Abstentions and broker non-votes are not considered "votes cast" and, therefore, do not constitute a vote "FOR" Proposal 2. Any abstentions or broker non-votes would effectively be treated as a vote "AGAINST" Proposal 2.

Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on March 20, 2009

The proxy statement and related materials are available at http://materials.proxyvote.com.

In accordance with the Fund's charter, the Fund's Board of Directors is divided into three classes: Class I, Class II and Class III. At the Meeting, the holders of the Fund's common stock will be asked to elect three Class I Directors, each to hold office until the year 2012 Annual Meeting of Stockholders, or thereafter until his successor is duly elected and qualified. The terms of office of the remaining Class II and Class III Directors expire at the year 2010 and 2011 Annual Meetings of Stockholders, respectively, or thereafter until their respective successors are duly elected and qualified. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors.

The persons named in the proxy intend to vote at the Meeting (unless directed not to vote) "FOR" the election of the nominees named below. Each of the nominees is currently a member of the Fund's Board of Directors, has consented to be named in this proxy statement and has indicated that she or he will serve if elected. However, if any nominee should be unable to serve, the proxy will be voted for any other person determined by the persons named in the proxy in their discretion.

The following table provides information concerning the nominees for election as Directors of the Fund:

The following table provides information concerning the remaining Directors of the Fund:

* The term "Fund Complex" means two or more registered investment companies that:

(a) Hold themselves out to investors as related companies for purposes of investment and investor services; or

(b) Have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other registered investment companies.

** Mr. Gerken is an "interested person" as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), because he is an officer of LMPFA and certain of its affiliates.

The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of December 31, 2007:

(1) The dollar ranges are as follows: "A" = None; "B" = $1-$10,000; "C" = $10,001-$50,000; "D" = $50,001-$100,000; "E" = Over $100,000.

(2) The term "family of investment companies" means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.

At December 29, 2008, the nominees, Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund's common stock.

No Director or nominee for election as Director who is not an "interested person" of the Fund as defined in the 1940 Act, nor any of their immediate family members, to the best of the Fund's knowledge, had any interest in the Fund's investment adviser or any person or entity (other than the Fund) directly or indirectly controlling, controlled by or under common control with Legg Mason as of December 31, 2007.

Under the federal securities laws, and in connection with the Meeting, the Fund is required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by the Fund, as well as by the various other investment companies advised by LMPFA. The following table provides information concerning the compensation paid to each Director by the Fund during the fiscal year ended October 31, 2008 and the total compensation paid to each Director during the calendar year ended December 31, 2007. Certain of the Directors listed below are members of the Fund's Audit and Nominating Committees, as well as other committees of the boards of certain other investment companies advised by LMPFA. Accordingly, the amounts provided in the table include compensation for service on all such committees. The Fund does not provide any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended October 31, 2008 by the Fund to Mr. Gerken, who is an "interested person" as defined in the 1940 Act.

(1) "Fund Complex" means two or more Funds (a registrant or, where the registrant is a series company, a separate portfolio of the registrant) that hold themselves out to investors as related companies for purposes of investment and investor services or have a common investment adviser or have an investment adviser that is an affiliated person of the investment adviser of any of the other Funds.

The Board of Directors is responsible for ensuring that the Fund is managed in the best interest of its stockholders. The Directors oversee the Fund's business by, among other things, meeting with the Fund's management and evaluating the performance of the Fund's service providers, including LMPFA, Western Asset, the custodian and the transfer agent. As part of this process, the Directors consult with the Fund's independent auditors and with their own separate independent counsel.

The Board of Directors has four regularly scheduled meetings each year, and additional meetings are scheduled as needed. In addition, the Board has an Audit Committee and a Nominating Committee that meet periodically and whose responsibilities are described below.

During the fiscal year ended October 31, 2008, the Board of Directors held four regular meetings and one special meeting. Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees for which he or she was eligible. The Fund does not have a formal policy regarding attendance by Directors at annual meetings of stockholders. Mr. Gerken attended the Fund's 2008 Annual Meeting of Stockholders.

The Directors review the Fund's financial statements, performance and market price as well as the quality of the services being provided to the Fund. As part of this process, the Directors review the Fund's fees and expenses to determine if they are reasonable and competitive in light of the services being received and while also ensuring that the Fund continues to have access to high quality services in the future. Based on these reviews, the Directors periodically make suggestions to the Fund's management and monitor to ensure that responsive action is taken. The Directors also monitor potential conflicts of interest among the Fund, LMPFA, Western Asset and their affiliates and other funds and clients managed by LMPFA and Western Assest to ensure that the Fund is managed in a manner that is in the best interest of the Fund's stockholders.

The Fund's Audit Committee is composed of all Directors who have been determined not to be "interested persons" of the Fund, LMPFA, Western Asset or their affiliates within the meaning of the 1940 Act, and who are "independent" as defined in the NYSE listing standards. Currently, the Audit Committee is composed of Ms. Colman, Messrs. Cronin, Cucchi, Gelb, Hutchinson and Salacuse and Dr. Roett. The principal functions of the Audit Committee are to (a) oversee the scope of the Fund's audit, the Fund's accounting and financial reporting policies and practices and its internal controls and enhance the quality and objectivity of the audit function;

(b) approve, and recommend to the Independent Board Members (as such term is defined in the Audit Committee Charter) for their ratification, the selection, appointment, retention or termination of the Fund's independent registered public accounting firm, as well as approving the compensation thereof; and (c) approve all audit and permissible non-audit services provided to the Fund and certain other persons by the Fund's independent registered public accounting firm. This Committee met five times during the fiscal year ended October 31, 2008. The Audit Committee Charter states that no member of the Committee may serve on the audit committees of more than three public companies, including the Fund, unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to serve on the Committee effectively. The Board of Directors has determined that the service by Ms. Colman, Messrs. Cronin, Cucchi, Gelb, Hutchinson and Salacuse and Dr. Roett on the audit committees of more than two other public companies do not impair each of their ability to serve effectively on the Fund's Audit Committee. The Fund's Board of Directors adopted an amended Audit Committee Charter at a meeting held on November 17, 2006, a copy of which was filed as Annex A to the Proxy Statement dated January 25, 2007.

The Fund's Nominating Committee, the principal function of which is to select and nominate candidates for election as Directors of the Fund, is currently composed of Ms. Colman, Messrs. Cronin, Cucchi, Gelb, Hutchinson and Salacuse and Dr. Roett. Only Directors who are not "interested persons" of the Fund as defined in the 1940 Act and who are "independent" as defined in the NYSE listing standards are members of the Nominating Committee. The Nominating Committee may accept nominees recommended by stockholders as it deems appropriate. Stockholders who wish to recommend a nominee should send recommendations to the Fund's Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the stockholders. The Nominating Committee met once during the Fund's fiscal year ended October 31, 2008. The Fund's Board of Directors adopted a Nominating Committee Charter at a meeting held on January 20, 2004, a copy of which was filed as Annex B to the Proxy Statement dated January 25, 2007.

The Nominating Committee identifies potential nominees through its network of contacts, and may also engage, if it deems appropriate, a professional search firm. The Nominating Committee meets to discuss and consider such candidates' qualifications and then chooses a candidate by majority vote. The Nominating Committee does not have specific, minimum qualifications for nominees and has not established specific qualities or skills that it regards as necessary for one or more of the Fund's Directors to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, as set forth in the Nominating Committee Charter, in evaluating a person as a potential nominee to serve as a Director of the Fund, the Nominating Committee may consider the following factors, among any others it may deem relevant:

• whether or not the person is an "interested person" as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director of the Fund;

• whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment manager of the Fund, Fund service providers or their affiliates;

• whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes;

• whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Director of the Fund;

• the contribution which the person can make to the Board and the Fund (or, if the person has previously served as a Director of the Fund, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person's business and professional experience, education and such other factors as the Committee may consider relevant;

• whether or not the selection and nomination of the person would be consistent with the requirements of the Fund's retirement policies.

The Fund's executive officers are chosen each year at a regular meeting of the Board of Directors of the Fund, to hold office until their respective successors are duly elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, CEO and President, the executive officers of the Fund currently are:

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 30(h) of the 1940 Act in combination require the Fund's Directors and principal officers, persons who own more than 10% of the Fund's common stock, and LMPFA and Western Asset and their respective directors and principal officers, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "SEC") and the NYSE. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based solely on a review of those forms furnished to the Fund, the Fund believes that for the fiscal year ended October 31, 2008, all relevant persons have complied with applicable filing requirements.

Pursuant to a meeting of the Audit Committee on December 22, 2008, the Audit Committee reports that it has (i) reviewed and discussed the Fund's audited financial statements with management; (ii) discussed with KPMG LLP ("KPMG"), the independent registered public accounting firm of the Fund, the matters required to be discussed by Statement on Auditing Standards No. 61; and (iii) previously received written confirmation from KPMG that it is independent and written disclosures regarding such independence as required by Independence Standards Board Standard No. 1, and discussed with KPMG the independent registered public accounting firm's independence.

Pursuant to the Audit Committee Charter adopted by the Fund's Board, the Audit Committee is responsible for conferring with the Fund's independent registered public accounting firm, reviewing annual financial statements and recommending the selection of the Fund's independent registered public accounting firm. The Audit Committee advises the full Board with respect to accounting, auditing and financial matters affecting the Fund. The independent registered public accounting firm is responsible for planning and carrying out the proper audits and reviews of the Fund's financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are responsible for oversight. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the independent registered public accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles and policies, or internal controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not provide assurance that the audit of the Fund's financial statements has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund's annual report for the Fund's fiscal year ended October 31, 2008.

Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Leslie H. Gelb
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse
December 22, 2008

Directors are elected by a plurality of the votes cast by the holders of shares of the Fund's common stock present in person or represented by proxy at a meeting at which a quorum is present. For purposes of the election of Directors, abstentions will not be considered votes cast, and will not affect the plurality vote required for directors.

The Directors, including the Directors who are not "interested persons," unanimously recommend that the stockholders vote "FOR" each of the nominees for Director.

PROPOSAL 2: STOCKHOLDER PROPOSAL REGARDING OPEN-ENDING OR LIQUIDATING THE FUND

Mr. Walter S. Baer, 344 S. Canyon View Drive, Los Angeles, California 90049, has notified the Fund that he is the beneficial owner of an unspecified number of shares in your Fund and that he intends to introduce the proposal set forth below at the meeting:

RESOLVED: The shareholders ask the Board of Directors to take the steps necessary to open-end or liquidate the Western Asset Inflation Management Fund, Inc. (IMF).

SUPPORTING STATEMENT: Shares of IMF have traded at an average discount of more than 10% below net asset value since Legg Mason acquired the fund in 2005. Moreover, IMF's market and NAV performance have significantly lagged that of its benchmark U.S. TIPS index.

IMF has held several tender offers at close to NAV since Legg Mason assumed management of the fund, but they have been ineffective in reducing IMF's persistently high discount. Open-ending or liquidating the fund would be the most direct way to let shareholders realize the full value of their investment.

The Fund has not determined whether Mr. Baer holds a significant number of shares in the Fund. The Fund believes that Mr. Baer has submitted similar proposals to other closed-end funds in the past.

Your Board of Directors unanimously recommends that you vote "AGAINST" the stockholder proposal. The key reasons are:

• Changing your Fund's structure or liquidating in the midst of the current global financial crisis would mean selling your Fund's portfolio holdings at or near historic market lows. You should vote "AGAINST" the stockholder proposal if you do not want your Fund to sell portfolio holdings at depressed prices under current market conditions.

• As a closed-end fund, your Fund has certain inherent advantages over the open-end structure, including the ability to manage assets in a more opportunistic manner and utilize leverage.

• The closed-end fund structure is advantageous to your Fund's investments in inflation-protected securities.

• Liquidation is a process that may impair the value of your Fund's portfolio holdings, particularly under current market conditions.

• While your Fund's performance has been lower than its unmanaged benchmark, your Fund has outperformed its peer group for the one- and three-year periods ended October 31, 2008.

• Your Fund has taken actions to reduce the discount, including increasing its monthly distribution within the past year.

Changing your Fund' structure or liquidating in the midst of the current global financial crisis would mean selling your Fund's portfolio holdings at or near historic market lows. Converting to an open-end structure or liquidating the Fund would require sales of some or all Fund assets. Given the current market conditions,

portfolio holdings would be sold at depressed prices. The magnitude of the current financial crisis is unprecedented, and the twelve months ended October 31, 2008, may be characterized as the worst financial crisis since the Great Depression. Markets, including short-term and long-term Treasury yields, have experienced extreme volatility. The crisis hit a fever pitch in September with Freddie Mac and Fannie Mae being forced into conservatorship, Lehman Brothers declaring bankruptcy, insurance giant AIG borrowing $85 billion from the Federal Reserve, Morgan Stanley and Goldman Sachs applying for bank holding company status, Washington Mutual being seized by the FDIC, Wachovia being merged into Wells Fargo, and certain money market funds "breaking the buck." These events helped push virtually every asset class, with the exception of short-term Treasuries, to new lows. At the twelve months ended October 31, 2008, two- and 10-year Treasury yields were 1.56% and 4.01%, respectively. Accordingly, a change in your Fund's structure under these conditions would mean selling portfolio holdings at depressed prices.

As a closed-end fund, your Fund has certain inherent advantages over the open-end structure. The stockholder proposal seeks a fundamental change in the nature of your investment by converting your investment from a closed-end fund to an open-end fund. However, the stockholder proposal does not discuss the potential negative consequences of abandoning the closed-end structure. A closed-end fund is different from an open-end fund in meaningful ways, and investors often choose a closed-end fund for the very characteristics that distinguish it from an open-end fund.

• Your Fund has the ability to always be fully invested. Since stockholders cannot redeem their shares every day as they would in an open-end fund, a closed-end fund permits fuller investment of capital because there is no need to keep large allocations in cash to meet potential redemptions. This benefit becomes more pronounced during times of economic crisis when a closed-end fund can manage its assets in a much more opportunistic manner. In contrast, an open-end fund during times of crisis must focus on liquidity management because it may be forced to sell portfolio securities at inopportune times in response to redemption requests.

• Long-term stockholders of closed-end funds benefit from the cyclical nature of trading discounts by participating in dividend reinvestment plans such as that offered by your Fund. When the Fund's shares trade at a discount to net asset value, dividends owed to participants in the dividend reinvestment plan are used to purchase shares of the Fund on the open market at prevailing market prices. If the trading discount were to narrow in the future, participants in the dividend reinvestment plan have the potential to realize enhanced returns. At times, such as when the Fund's shares are trading at a premium over net asset value, dividend reinvestments are made in newly issued shares at the higher of 98% of net asset value or 95% of market price. Because open-end funds may not issue shares for less than full net asset value, if your Fund were to convert into an open-end fund, stockholders would no longer be able to reinvest their dividends at a price below net asset value.

• Closed-end funds have the ability to use leverage for the benefit of stockholders. Your Fund has used leverage strategically and has increased distributions to its stockholders as a result. Liquidation or conversion to an open-end fund would cause your Fund to lose this flexibility.

• Experience suggests that there are more redemptions in open-end funds near market bottoms, which often are good times to invest and not good times to sell portfolio securities because prices are depressed. Conversely, new money tends to be invested in open-end funds near market peaks, which are generally not good times for funds to invest. These factors have a tendency to increase investment volatility. Closed-end funds like your Fund, on the other hand, are able to maintain their investment strategy during these

peaks and troughs without their portfolio managers being forced to invest new money or liquidate portfolio holdings at times when sound investment practice could dictate otherwise and without generating unnecessary portfolio turnover and transaction costs.

The closed-end fund structure is advantageous to your Fund's investments in inflation-protected securities. The closed-end fund format is particularly advantageous for a fund that invests a substantial portion of its assets in inflation-protected securities issued by the U.S. Treasury ("TIPS"). This advantage stems from the fact that while the principal value of TIPS increases or decreases based on inflation rates, if held to maturity, TIPS will not return less than their original principal value. Thus, your Fund's structure as a closed-end fund is beneficial to you as your Fund is able to hold TIPS to maturity to collect the full principal amount, whereas an open-end fund may be forced to sell TIPS prior to maturity and at a decreased value in an effort to meet redemption requests. Similarly, liquidation may force the sale of TIPS prior to maturity and at a decreased value, which would cause a loss of net asset value in your shares that may have been avoided if your Fund had maintained its closed-end structure and thus the ability to hold the TIPS to maturity.

Liquidation is a process that may impair the value of your Fund's portfolio holdings. In the time it could take to properly liquidate the Fund, many market and/or economic events could occur that would result in a change in the value of the Fund's assets and net asset value per share, and in its stock price. In addition, the costs and expenses involved in liquidation would reduce the amount stockholders receive from the liquidation. Furthermore, the current global credit crisis and economic conditions in the United States make it an inopportune time in which to sell portfolio holdings. Western Asset has advised your Board of Directors that it believes, over time, the asset values of your Fund's portfolio holdings will increase.

While the Fund's performance is lower than that of its unmanaged benchmark, the Fund has outperformed its peer group. For the one- and three-year periods ended October 31, 2008, the Fund's performance was -11.87% and -1.71%, respectively. Over the same periods, the Fund's peer group, the Lipper Corporate Debt Funds BBB-Rated Closed-End Funds Category Average returned -16.85% and -2.59% respectively. The Fund's unmanaged benchmark, the Barclays Capital US Treasury, returned -4.11% and 1.64%, respectively, for the one- and three-year periods ended October 31, 2008.

Your Fund has increased its monthly distribution and undertaken tender offers within the past year to address the discount. Your Board, in conjunction with the Fund's manager and subadviser, considers on an ongoing basis the possible reasons for the discount from net asset value and possible approaches for reducing it. Within this past year, your Fund has taken action targeted at the discount, including increasing its monthly distribution in December 2007. Your Fund has also undertaken a series of tender offers at net asset value which has had the effect of reducing the discount at least temporarily and permitting investors to sell a portion of their shares at net asset value.

In summary, your Board of Directors believes that there is an important continuing service to be provided to you and to the investing public by maintaining the operations of your Fund under its current structure. Liquidation to eliminate the discount or conversion to an open-end structure would be at the expense of stockholders who have invested in and wish to continue to invest in the Fund for the longer term.

If a quorum is present, a majority of the votes cast will decide Proposal 2. Proposal 2 is not a stockholder vote to approve converting the Fund to an open-end fund or liquidating the Fund, but rather it proposes that the

stockholders ask the Directors to take action to effect such actions. If Proposal 2 passes at the Meeting, the Directors would continue to exercise their fiduciary duty to act in the interests of stockholders in investigating the details and potential benefits of the proposal transactions, but would not be obligated to recommend to stockholders that the Fund be converted to an open-end fund or liquidated. Neither a liquidation of the Fund nor the conversion into an open-end structure can occur without (i) the affirmative vote of 75% of the Fund's Board of Directors and (ii) the affirmative vote of 80% of the votes entitled to be cast thereon by stockholders of the Fund, provided however, that the foregoing vote shall not be required if the conversion to an open-end Fund or liquidation of the Fund is approved by (i) the affirmative vote of 75% of the Fund's continuing directors and (ii) a majority of the votes entitled to be cast thereon by stockholders of the Fund.

Audit Fees. The aggregate fees billed in the last two fiscal years ended October 31, 2007 and October 31, 2008 for professional services rendered by KPMG for the audit of the Fund's annual financial statements, or services that are normally provided in connection with the statutory and regulatory filings or engagements in those fiscal years were $53,500 and $55,500, respectively.

Audit Related Fees. There were no fees billed by KPMG for assurance and related services that are reasonably related to the performance of the audit of the Fund's financial statements, other than the Audit Fees described above, for the fiscal years ended October 31, 2007 and October 31, 2008, respectively.

In addition, there were no Audit Related Fees billed in the fiscal years ended October 31, 2007 and October 31, 2008 for assurance and related services by KPMG to LMPFA and any entity controlling, controlled by or under common control with LMPFA that provides ongoing services to the Fund (LMPFA and such other entities together, the "Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the fiscal years ended October 31, 2007 and October 31, 2008 (prior to May 6, 2003, such services provided were not subject to pre-approval requirements).

Tax Fees. The aggregate fees billed for professional services rendered by KPMG for tax compliance, tax advice and tax planning for the fiscal years ended October 31, 2007 and October 31, 2008 were $5,150 and $2,650, respectively. These services consisted of review or preparation of U.S. federal, state, local and excise tax returns; U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

There were no fees billed for tax services by KPMG to the Service Affiliates for the fiscal years ended October 31, 2007 and October 31, 2008 that were required to be approved by the Fund's Audit Committee.

All Other Fees. There were no other fees billed for other non-audit services rendered by KPMG to the Fund for the fiscal years ended October 31, 2007 and October 31, 2008.

There were no other non-audit services rendered by KPMG to the Service Affiliates in the fiscal years ended October 31, 2007 and October 31, 2008.

Generally, the Audit Committee must approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided to the Service Affiliates that relate directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Committee but has not yet done so.

For the Fund, the percentage of fees that were approved by the Audit Committee, with respect to: Audit Related Fees were 100% and 100% for the fiscal years ended October 31, 2007 and October 31, 2008; Tax Fees were 100% and 100% for the fiscal years ended October 31, 2007 and October 31, 2008; and for Other Fees paid were 100% and 100% for the fiscal years ended October 31, 2007 and October 31, 2008.

The Audit Committee shall not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. As of the date of the approval of the Audit

Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent registered public accounting firm, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Audit Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund and the Service Affiliates constitutes not more than 5% of the total amount of revenues paid to the Fund's independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) LMPFA and (c) any entity controlling, controlled by or under common control with LMPFA that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to the completion of the audit.

There were no non-audit fees billed by KPMG for services rendered to the Fund and Service Affiliates for the fiscal years ended October 31, 2007 and October 31, 2008, respectively.

The Audit Committee has considered whether the provision of non-audit services to the Service Affiliates that were not pre-approved by the Audit Committee (because they did not require pre-approval) is compatible with maintaining KPMG's independence. All services provided by KPMG to the Fund or to the Service Affiliates that were required to be approved by the Audit Committee were pre-approved.

A representative of KPMG, if requested by any stockholder, will be present via telephone at the Meeting to respond to appropriate questions from stockholders and will have an opportunity to make a statement if he or she chooses to do so.

At December 29, 2008, to the knowledge of management, the registered stockholders who owned of record or owned beneficially more than 5% of the Fund's capital stock outstanding is noted in the table below. As of the close of business on December 29, 2008, Cede & Co., a nominee for participants in the Depository Trust Company, held of record 7,059,090 shares, equal to approximately 99% of the Fund's outstanding shares, including the shares shown below.

(1) Based upon information obtained from Schedule 13G filed with SEC on September 18, 2008.

(2) Based upon information obtained from Schedule 13G/A filed with SEC on January 5, 2009.

All proposals by stockholders of the Fund that are intended to be presented at the 2010 Annual Meeting of Stockholders must be received by the Fund for inclusion in the Fund's proxy statement and proxy relating to that meeting no later than October 12, 2009. Any stockholder who desires to bring a proposal at the 2010 Annual Meeting of Stockholders without including such proposal in the Fund's proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to c/o Legg Mason, 100 First Stamford Place, 7th Floor, Stamford, CT 06902) during the period from December 20, 2009 to January 19, 2010. However, if the Fund's 2010 Annual Meeting of Stockholders is held earlier than February 18, 2010 or later than May 19, 2010, such written notice must be delivered to the Secretary of the Fund no earlier than 90 days before the date of the 2010 Annual Meeting of Stockholders and no later than the later of 60 days prior to the date of the 2010 Annual Meeting of Stockholders or 10 days following the public announcement of the date of the 2010 Annual Meeting of Stockholders. Stockholder proposals are subject to certain regulations under the federal securities laws.

The Fund's Audit Committee has also established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Fund's Chief Compliance Officer ("CCO"). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund's Audit Committee Chair (together with the CCO, "Complaint Officers"). Complaints may by submitted on an anonymous basis.

Legg Mason
Compliance Department
620 Eighth Avenue, 49th Floor
New York, NY 10022

Complaints may also be submitted by telephone at 800-742-5274. Complaints submitted through this number will be received by the CCO.

Western Asset Inflation Management Fund Inc.
Audit Committee Chair
c/o Robert K. Fulton, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103

Any stockholder who wishes to send any other communications to the Board of Directors should also deliver such communications to the Secretary of the Fund at the address listed above. The Secretary is responsible for determining, in consultation with other officers of the Fund, counsel and other advisers as appropriate, which stockholder communications will be relayed to the Board.

The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne by the Fund. These costs are estimated to be approximately $16,000. Proxies may also be solicited in-person, by telephone or by use of the mails by officers of the Fund, by regular employees of LMPFA, Western Asset or their affiliates or by other representatives of the Fund. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses. In addition, the Fund has retained Broadridge Financial Solutions, Inc. ("Broadridge"), 60 Research Road, Hingham, MA 02043, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $9,500 for such solicitation services (including reimbursements of out-of-pocket expenses), which costs are to be borne by LMPFA. Broadridge may solicit proxies personally and by telephone.

The Board of Directors of the Fund does not know of any other matter that may come before the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the proxy to vote the proxies in their discretion.

	EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
*PROXY TABULATOR*	PLEASE SIGN, DATE AND RETURN YOUR VOTING
*P.O. BOX 9112*	INSTRUCTIONS TODAY!
*FARMINGDALE, NY 11735*
	Your Proxy Vote is important! Now you can Vote your Proxy on the PHONE or on the INTERNET. Just follow these simple steps:

	To vote by Internet

	1)	Read the Proxy Statement and have the proxy card below at hand.
	2)	Go to website www.proxyvote.com
	3)	Follow the instructions provided on the website.

	To vote by Telephone

	1)	Read the Proxy Statement and have the proxy card below at hand.
	2)	Call 1-800-690-6903
	3)	Follow the instructions.

	To vote by Mail

	1)	Read the Proxy Statement.
	2)	Check the appropriate boxes on the proxy card below.
	3)	Sign and date the proxy card.
	4)	Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

WAIMF1		KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		DETACH AND RETURN THIS PORTION ONLY

WESTERN ASSET INFLATION

MANAGEMENT FUND INC.

The Board of Directors recommends a vote FOR the listed nominees in proposal 1 and AGAINST proposal 2.

For
All

Withhold
All

For All
Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.

A proposal to elect three Class I Directors to the

Fund’s Board of Directors:

Nominees:

01) Carol L. Colman

02) Daniel P. Cronin

03) Paolo M. Cucchi

For

Against

Abstain

A stockholder proposal regarding open-ending or liquidating the Fund.

To vote or otherwise represent the undersigned on any other matter which may properly come before the Annual Meeting or any adjournments or postponements thereof in the discretion of the proxy holder.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE

Please sign this proxy exactly as your name or names appear(s) hereon. If shares are held jointly, either party may sign, but the name of the party signing should conform exactly to the name shown on this proxy card. If shares are held by a corporation, partnership or similar account, the name and capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: “ABC Corp., John Doe, Treasurer.”

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement is available at www.proxyvote.com.

WAIMF2


	WESTERN ASSET INFLATION MANAGEMENT FUND INC.
	MARCH 20, 2009 AT 2:00 P.M.

	PROXY	PROXY

	PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned, holder of shares of Western Asset Inflation Management Fund Inc. (the “Fund”), hereby appoints R. Jay Gerken, Robert I. Frenkel and William J. Renahan, 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 Fund that the undersigned is entitled to vote at the Annual Meeting of Shareholders (the “Annual Meeting”) of the Fund to be held at 620 Eighth Avenue, 49th Floor, New York, NY 10018, on March 20, 2009, at 2:00 p.m., Eastern Daylight Time, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement dated February 9, 2009 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 Annual Meeting or any adjournments or postponements thereof. A majority of the proxies present and acting at the Annual 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 shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF PROPOSAL 1, AND AGAINST PROPOSAL 2.

	NOTE: YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED ON THE REVERSE SIDE

Registration				Valid Signature
Corporate Accounts

	(1	)	ABC Corp.	ABC Corp. (by John Doe, Treasurer)

	(2	)	ABC Corp.	John Doe, Treasurer

	(3	)	ABC Corp., c/o John Doe, Treasurer	John Doe

	(4	)	ABC Corp. Profit Sharing Plan	John Doe, Trustee

Trust Accounts

	(1	)	ABC Trust	Jane B. Doe, Trustee

	(2	)	Jane B. Doe, Trustee, u/t/d 12/28/78	Jane B. Doe

Custodial or Estate Accounts

	(1	)	John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA	John B. Smith

	(2	)	John B. Smith	John B. Smith, Jr., Executor

Name of Director	Aggregate Compensation from the Fund for Fiscal Year Ended 10/31/08		Total Compensation from the Fund and Fund Complex⁽¹⁾ for Calendar Year Ended 12/31/07		Directorships⁽²⁾
Carol L. Colman	$	4,177	$	326,113		22
Daniel P. Cronin	$	3,921	$	192,450		22
Paolo M. Cucchi	$	3,921	$	174,250		22
Leslie H. Gelb	$	4,083	$	178,250		21
Willian R. Hutchinson	$	4,348	$	368,240		22
Dr. Riordan Roett	$	4,038	$	180,250		21
Jeswald W. Salacuse	$	4,912	$	187,250		20

Percent			Name	Address
	16.11	%⁽¹⁾	Karpus Management, Inc., d/b/a Karpus Investment Management	183 Sully's Trail Pittsford, NY 14534
	11.66	%⁽²⁾	Sit Investment Associates, Inc.	3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402

Name of Director/Nominee	Dollar Range⁽¹⁾ of Equity Securities in the Fund	Aggregate Dollar Range⁽¹⁾ of Equity Securities in all Funds Overseen by Director/Nominee in Family of Investment Companies⁽²⁾
NON-INTERESTED DIRECTORS/NOMINEES

Carol L. Colman	A	E

Daniel P. Cronin	C	E

Paolo M. Cucchi	A	C

Leslie H. Gelb	A	A

William R. Hutchinson	C	E

Dr. Riordan Roett	A	C

Jeswald W. Salacuse	A	C

INTERESTED DIRECTOR

R. Jay Gerken	C	E