PAI Western Asset Investment Grade Income Fund Inc

PROPOSAL 1

ELECTION OF DIRECTORS

Eleven Directors, if re-elected at the Annual Meeting, will serve until their successors have been duly elected and qualified, subject to prior death, resignation, retirement, disqualification or removal from office and applicable law. Information about each Nominee is set forth in the table below. All of the Nominees are presently Directors of the Fund.

The Fund’s Bylaws provide that the Board will consist of such number of Directors as may be fixed from time to time by a majority of the Directors, which number is currently eleven.

It is the intention of the persons designated as proxies in the proxy card, unless otherwise directed therein, to vote at the Annual Meeting for the election of each of Robert Abeles, Jr., Jane F. Dasher, Anita L. DeFrantz, Susan B. Kerley, Michael Larson, Ronald L. Olson, Avedick B. Poladian, William E. B. Siart, Jaynie Miller Studenmund, Peter J. Taylor and Jane E. Trust as Directors of the Fund. Each of the Nominees has agreed to serve if elected at the Annual Meeting. If any Nominee is unable or unavailable to serve, the persons named in the proxies will vote the proxies for such other person as the Board may recommend for the position of Director.

Required Vote. The Directors of the Fund will be elected by a majority vote of the shares of the Fund’s Common Stock entitled to be cast in the election of Directors.

The Directors unanimously recommend that stockholders vote to elect each of Robert Abeles, Jr., Jane F. Dasher, Anita L. DeFrantz, Susan B. Kerley, Michael Larson, Ronald L. Olson, Avedick B. Poladian, William E. B. Siart, Jaynie Miller Studenmund, Peter J. Taylor and Jane E. Trust to the Board of Directors as a Director.

Information Regarding the Nominees and Directors. Information about the Nominees and Directors is set forth below. Ms. Trust is the President and Chief Executive Officer of the Fund. No other Nominee serves as an officer of the Fund. The address of each Nominee is c/o Jane E. Trust, Franklin Templeton, 280 Park Avenue, 8th Floor, New York, New York 10017.

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Additional Information Concerning the Board of Directors. The Board believes that each Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Nominees lead to the conclusion that the Board possesses the requisite skills and attributes. The Board believes that the Nominees’ ability to review, critically evaluate, question and discuss information provided to them, to interact effectively with the Investment Adviser, Western Asset Management Company Limited (the “Subadviser”), other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties serves to support this conclusion. The Board also has considered the following experience, qualifications, attributes and/or skills, among others, of its members and the Nominees in reaching its conclusion: his or her character and integrity; such person’s length of service as a Board member of the Fund; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Director; and as to each Nominee other than Mr. Olson and Ms. Trust, his or her status as not being an “interested person” (as defined in the 1940 Act) of the Fund (such Directors or

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Nominees who are not interested persons of the Fund being referred to as the “Independent Directors”). In addition, the following specific experience, qualifications, attributes and/or skills apply as to each Nominee: Mr. Abeles, business, accounting and finance expertise and experience as a chief financial officer, board member and/or executive officer of various businesses and other organizations; Ms. Dasher, experience as a chief financial officer of a private investment company; Ms. DeFrantz, business expertise and experience as a president, board member and/or executive officer of various businesses and non-profit and other organizations; Ms. Kerley, investment consulting experience and background and mutual fund board experience; Mr. Larson, portfolio management expertise and experience as a board member of various businesses and other organizations; Mr. Poladian, business, finance and accounting expertise and experience as a board member of various businesses and/or as a partner of a multi-national accounting firm; Mr. Siart, business and finance expertise and experience as a president, chairperson, chief executive officer and/or board member of various businesses and non-profit and other organizations; Ms. Studenmund, business and finance expertise and experience as a president, board member and/or chief operating officer of various businesses; Mr. Taylor, business and finance expertise and experience as a chief financial officer, president and/or board member of various businesses and non-profit organizations; Mr. Olson, business and legal expertise and experience as a partner of a law firm and/or board member of various businesses and non-profit and other organizations; and Ms. Trust, investment management and risk oversight experience as an executive and portfolio manager and leadership roles within Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of the Directors and Nominees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

The Board is responsible for overseeing the management and operations of the Fund. Ms. Trust and Mr. Olson are interested persons of the Fund. Mr. Siart serves as Chairman of the Board. Mr. Siart is an Independent Director. Independent Directors constitute more than 75% of the Board. As described further below, the Board has four standing committees: the Audit Committee, the Executive and Contracts Committee (the “Contracts Committee”), the Governance and Nominating Committee (the “Governance Committee”), and the Investment and Performance Committee (the “Performance Committee”). Each of the Audit, Governance, Contracts and Performance Committees is chaired by an Independent Director and each (other than the Performance Committee) is composed entirely of Independent Directors. Where deemed appropriate, the Board constitutes ad hoc committees.

The Board has determined that its leadership structure is appropriate given the business and nature of the Fund. In connection with its determination, the Board considered that the Chairman of the Board is an Independent Director. The Chairman of the Board can play an important role in setting the agenda of the Board and also serves as a key point person for dealings between management and the other Independent Directors. The Independent Directors believe that the Chairman’s independence facilitates meaningful dialogue between fund management and the Independent Directors. The Board also considered that the chairperson of each Board committee is an Independent Director, which yields similar benefits with respect to the functions and activities of the various Board committees (e.g., each committee’s chairperson works with the Investment Adviser, the Subadviser and other service providers to set agendas for the meetings of the applicable Board committees). As noted above, through the committees the Independent Directors consider and address important matters involving the Fund, including those presenting conflicts or potential conflicts of interest for management. The Independent Directors also regularly meet outside the presence of management and are advised by independent legal counsel. The Board has determined that its committees help ensure that the Fund

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has effective and independent governance and oversight. The Board also believes that its leadership structure, in which the Chair of the Board is not affiliated with Legg Mason or Franklin Templeton, is appropriate. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Directors from management, including the Investment Adviser and Subadviser. The Board reviews its structure on an annual basis.

As an integral part of its responsibility for oversight of the Fund in the interests of stockholders, the Board oversees risk management of the Fund’s investment programs and business affairs. The function of the Board with respect to risk management is one of oversight and not active involvement in, or coordination of, day-to-day risk management activities for the Fund. The Board has emphasized to the Fund’s Investment Adviser and Subadviser the importance of maintaining vigorous risk management. The Board exercises oversight of the risk management process primarily through the Performance Committee, Audit Committee, Contracts Committee and through oversight by the Board itself.

The Fund faces a number of risks, such as investment risk, counterparty risk, valuation risk, reputational risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, stockholder services, investment performance or reputation of the Fund. Under the overall supervision of the Board or the applicable Committee, the Fund, the Investment Adviser, the Subadviser, and the affiliates of the Investment Adviser and the Subadviser, and other service providers to the Fund employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Fund’s and the Investment Adviser’s Chief Compliance Officer and the Investment Adviser’s chief risk officer, as well as various personnel of the Investment Adviser, the Subadviser and other service providers such as the Fund’s independent accountants, also make periodic reports to the Audit Committee, Contracts Committee, Performance Committee and/or to the Board from time to time with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. These reports and other similar reports received by the Directors as to risk management matters are typically summaries of the relevant information. The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.

Audit Committee. The Board has established an Audit Committee composed solely of Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund; the Investment Advisor or the Subadviser, consisting of Messrs. Abeles, Larson, Poladian, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. Each member of the Audit Committee is “independent,” as independence for audit committee members is defined in the currently applicable listing standards of the New York Stock Exchange, on which the Common Stock of the Fund is listed and traded. The Audit Committee provides oversight with respect to the accounting and financial reporting policies and procedures of the Fund and, among other things, considers the selection of the independent registered public accounting firm for the Fund and the scope of the audit and approves services proposed to be performed by the independent registered public accounting firm on behalf of the Fund and, under certain circumstances, the Investment Adviser, the Subadviser and certain of their

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affiliates. The Directors have adopted a written charter for the Audit Committee, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.

The Audit Committee has submitted the following report:

The Audit Committee has reviewed and discussed with management of the Fund the audited financial statements for the Fund’s last fiscal year. The Audit Committee has discussed with the Fund’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301 (“SAS No. 1301”). SAS No. 1301 requires the independent registered public accounting firm to communicate to the Audit Committee matters including, if applicable: (1) methods used to account for significant unusual transactions; (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; (3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the independent registered public accounting firm’s conclusions regarding the reasonableness of those estimates; and (4) disagreements with management over the application of accounting principles and certain other matters. The Audit Committee has received the written disclosures and the letter from the Fund’s independent registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526 (requiring the independent registered public accounting firm to make written disclosures to and discuss with the Audit Committee various matters relating to the independent registered public accounting firm’s independence), and has discussed with such independent registered public accounting firm the independence of such independent registered public accounting firm.

Based on the foregoing review and discussions, the Audit Committee recommended to the Directors the inclusion of the Fund’s audited financial statements for the last fiscal year in the Fund’s annual report to stockholders.

Robert Abeles, Jr. (Chairperson)

Jane F. Dasher

Anita L. DeFrantz

Susan B. Kerley

Michael Larson

Avedick B. Poladian

William E. B. Siart

Jaynie Miller Studenmund

Peter J. Taylor

Governance and Nominating Committee. The Board has established a Governance Committee composed solely of Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund, the Investment Adviser or the Subadviser, consisting of Mses. Dasher, DeFrantz (Chairperson), Kerley and Studenmund and Messrs. Abeles, Larson, Poladian, Siart and Taylor. The Governance Committee meets to select nominees for election as Directors of the Fund, and consider other matters of Board policy. The Directors have adopted a written charter for the Governance Committee, a copy of which is available on the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the Fund.

The Governance Committee may take into account a wide variety of factors in considering Director candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, (ii) relevant industry and related experience, (iii) educational

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background, (iv) financial expertise, (v) an assessment of the candidate’s ability, judgment and expertise and (vi) overall diversity of the Board’s composition.

The Governance Committee requires that Director candidates have a college degree or equivalent business experience. Further, as required by the Bylaws, to qualify as a nominee for election as a Director and to be elected as a Director, an individual, at the time of nomination and election (unless a majority of the Board then in office have determined by resolution that failure to satisfy a particular qualification requirement will not present undue conflicts or impede the ability of the individual to discharge the duties of a Director or the free flow of information among Directors or between the Fund’s investment adviser and any subadviser on the one hand and the Board on the other hand) must: (a) have at least five years’ experience in either investment management, economics, public accounting, business or law, or other relevant substantive expertise, experience or relationships (as determined by the Governance Committee or the Board); (b) at nomination or election, serve as a director of no more than five (5) companies having securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) or 1940 Act or treated as public reporting companies under any comparable regulatory regime; (c) not have been charged (unless such charges were dismissed or the individual was otherwise exonerated) with a criminal offense involving dishonesty or breach of trust, or have been convicted or have pled guilty or nolo contendere with respect to a felony under the laws of the United States or any state thereof; (d) not be and shall not have been subject to any censure, order, consent decree or adverse final action of any federal, state or foreign governmental or regulatory authority barring or suspending such individual from participation in or association with any investment-related business or restricting such individual’s activities with respect to any investment-related business, nor shall be subject to any “proceeding,” that could reasonably be expected to result in the nominee or Director being so barred, suspended or restricted; and (e) not be and must not have been the subject of any of the ineligibility provisions contained in Sections 9(a) or (b) of the 1940 Act.

The Governance Committee, or in the absence thereof, the entire Board, in its sole discretion, determines whether an individual satisfies the foregoing qualifications. Any individual who does not satisfy the foregoing qualifications will not be eligible for nomination or election as a Director.

Although the Governance Committee does not have, a formal policy with regard to the consideration of diversity in identifying Director nominees, as a matter of practice the Governance Committee typically considers the overall diversity of the Board’s composition when identifying nominees. Specifically, the Governance Committee considers the diversity of skill sets desired among the Board members in light of the Fund’s characteristics and circumstances and how those skill sets might complement each other. The Governance Committee also takes into account the personal background of current and prospective Directors in considering the composition of the Board. In addition, as part of its annual self-evaluation, the Directors have an opportunity to consider the diversity of the Board, both in terms of skill sets and personal background, and any observations made by the Board during the self-evaluation inform the Governance Committee in its decision making process.

The Governance Committee may consider candidates for Director recommended by the Fund’s current Directors, officers, Investment Adviser, Subadviser, stockholders or any other source deemed to be appropriate by the Governance Committee. Candidates properly submitted by stockholders (as described below) will be considered and evaluated on the same basis as candidates recommended by other sources.

The policy of the Governance Committee is to consider nominees recommended by stockholders to serve as Director, provided that any such recommendation is submitted in writing to the Secretary at the address of

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the principal executive offices of the Fund, not earlier than the 150^th day nor later than 5:00 p.m. Eastern Time on the 120^th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting containing the information about such nominee required by the Fund’s procedures for stockholders to submit nominee candidates, which are found in the Bylaws. The Governance Committee has full discretion to reject nominees recommended by stockholders, and there is no assurance that any such person so recommended and considered by the Governance Committee will be nominated for election to the Fund’s Board.

Executive and Contracts Committee. The Board has established a Contracts Committee consisting of Messrs. Abeles, Larson, Poladian, Siart (Chairperson), Taylor and Mses. Dasher, DeFrantz, Kerley and Studenmund. The Contracts Committee may meet from time to time between Board meetings in order to consider appropriate matters and to review the various contractual arrangements between the Fund and its affiliated persons.

Investment and Performance Committee. The Board has established a Performance Committee consisting of Messrs. Abeles, Larson, Poladian, Olson, Siart and Taylor and Mses. Dasher, DeFrantz, Kerley (Chairperson), Studenmund and Trust. The Performance Committee is charged with, among other things, reviewing investment performance.

Meetings. During the fiscal year ended December 31, 2022, the Board held six meetings, the Audit Committee held six meetings, the Governance Committee held three meetings, the Performance Committee held five meetings and the Contracts Committee held two meetings. Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees of the Board on which he or she served.

Stockholder Communications. The Board has adopted a process for stockholders to send communications to the Board. Stockholders may mail written communications to the attention of the Board, care of the Fund’s Secretary, at the principal executive offices of the Fund. The written communication must include the stockholder’s name, be signed by the stockholder, refer to the Fund, and include the class and number of shares of Common Stock held by the stockholder as of a recent date. 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.

Director Holdings. The following table states the dollar range of equity securities beneficially owned as of December 31, 2022 by each Nominee in the Fund and, on an aggregate basis, in any registered investment companies overseen or to be overseen by the Nominee in the same “family of investment companies.” As of December 31, 2022, all Directors and officers of the Fund as a group beneficially owned less than 1% of the outstanding shares of Common Stock on such date.

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Director Compensation. Directors of the Fund who are not Independent Directors receive no salary or fees from the Fund. For serving as a Director of the Fund, each Independent Director receives an annual retainer plus fees for attending each regularly scheduled meeting and special Board meeting he or she attends in person or by telephone. The Independent Directors are also reimbursed for all out-of-pocket expenses relating to attendance of such meetings. Those Independent Directors who serve in leadership positions of the Board or Board committees, receive additional compensation. Accordingly, the Chairperson of the Board, Audit Committee, Governance Committee, Performance Committee and Contracts Committee receives additional compensation from the Fund for serving in such capacity. The Fund pays its pro rata share of the fees and expenses of the Directors paid by its Fund Complex based upon asset size.

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For the fiscal year ended December 31, 2022, the Directors received the compensation set forth in the following table for serving as Directors of the Fund and as directors or trustees of other funds in the same “Fund Complex.”

During the fiscal year ended December 31, 2022, the Fund paid no remuneration to its officers, all of whom were also officers or employees of the Investment Adviser or one of its affiliates, although they may be reimbursed for reasonable out-of-pocket travel expenses for attending Board meetings.

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INFORMATION CONCERNING THE INVESTMENT

ADVISER AND SUBADVISER AND THE FUND’S OFFICERS

The Investment Adviser and the Subadviser are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”), a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. The address of Franklin Resources is One Franklin Parkway, San Mateo, California 94403. The Investment Adviser’s address is 385 East Colorado Boulevard, Pasadena, California 91101. The Subadviser’s address is 10 Exchange Square, London, England EC2A2EN. An affiliate of the Investment Adviser and Subadviser, LMPFA, 280 Park Avenue, 8th Floor, New York, New York 10017, serves as the Fund’s administrator. LMPFA is also an indirect, wholly-owned subsidiary of Franklin Resources.

Information regarding the executive officers of the Fund and their ownership of Common Stock is set forth below, except that information regarding Ms. Trust, a Nominee, Director and the President of the Fund, is provided in the table above with the Nominees and Directors. Unless otherwise noted, the address of each officer is c/o the Fund at 280 Park Avenue, 8th Floor, New York, New York 10017.

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