LEGG MASON PARTNERS EQUITY TRUST

0001193125-13-048923.txt : 20130211 0001193125-13-048923.hdr.sgml : 20130211 20130211170424 ACCESSION NUMBER: 0001193125-13-048923 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 EFFECTIVENESS DATE: 20130211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS EQUITY TRUST CENTRAL INDEX KEY: 0000880366 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06444 FILM NUMBER: 13592755 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 55 WATER STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 55 WATER STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10041 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT TRUST DATE OF NAME CHANGE: 20060407 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT TRUST DATE OF NAME CHANGE: 19950831 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INCOME TRUST DATE OF NAME CHANGE: 19931213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS EQUITY TRUST CENTRAL INDEX KEY: 0000880366 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-43446 FILM NUMBER: 13592756 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 55 WATER STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10041 BUSINESS PHONE: 800-451-2010 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 55 WATER STREET, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10041 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON PARTNERS INVESTMENT TRUST DATE OF NAME CHANGE: 20060407 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INVESTMENT TRUST DATE OF NAME CHANGE: 19950831 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INCOME TRUST DATE OF NAME CHANGE: 19931213

0000880366 S000004163 Legg Mason Batterymarch S&P 500 Index Fund

C000011728 Class A SBSPX

C000011729 Class D SBSDX

0000880366 S000016238 ClearBridge Small Cap Value Fund

C000044871 Class A SBVAX

C000044872 Class B SBVBX

C000044873 Class C SBVLX

C000044874 Class I SMCYX

C000058931 Class FI

C000058932 Class R

C000082536 Class R1

0000880366 S000016245 ClearBridge All Cap Value Fund

C000044900 Class A SHFVX

C000044901 Class B SFVBX

C000044902 Class C SFVCX

C000044903 Class I SFVYX

C000058933 Class FI

C000058934 Class R

C000066227 Class IS LSISX

C000082537 Class R1

0000880366 S000029827 ClearBridge International Small Cap Opportunity Fund

C000091725 Class A LCOAX

C000091726 Class C LCOCX

C000091727 Class FI

C000091728 Class R

C000091729 Class R1

C000091730 Class I LCOIX

C000091731 Class IS

485BPOS 1 d464782d485bpos.htm LEGG MASON PARTNERS EQUITY TRUST LEGG MASON PARTNERS EQUITY TRUST

As filed with the U.S. Securities and Exchange Commission on February 11, 2013

Securities Act File No. 33-43446

Investment Company Act File No. 811-06444

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT


*UNDER*
	*THE SECURITIES ACT OF 1933*	x
Pre-Effective Amendment No.
	Post-Effective Amendment No. 256	x
and/or
	REGISTRATION STATEMENT
*UNDER*
	*THE INVESTMENT COMPANY ACT OF 1940*	x
Amendment No. 256

(Check appropriate box or boxes)

Legg Mason Partners Equity Trust

(Exact Name of Registrant as Specified in Charter)


55 Water Street, New York, New York		10041
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, including Area Code (877) 721-1926

Robert I. Frenkel

Legg Mason Partners Equity Trust

100 First Stamford Place

Stamford, Connecticut 06902

(Name and Address of Agent for Service)

COPY TO:

Benjamin J. Haskin, Esq.

Willkie Farr & Gallagher LLP

1875 K Street, N.W.

Washington, D.C. 20006

Continuous

(Approximate Date of Proposed Offering)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)

on pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

This filing relates solely to Legg Mason Batterymarch S&P 500 Index Fund, ClearBridge All Cap Value Fund, ClearBridge Small Cap Value Fund and ClearBridge International Small Cap Opportunity Fund.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant, LEGG MASON PARTNERS EQUITY TRUST, hereby certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 11^th day of February 2013.

LEGG MASON PARTNERS EQUITY TRUST, on behalf of Legg Mason Batterymarch S&P 500 Index Fund, ClearBridge All Cap Value Fund, ClearBridge Small Cap Value Fund and ClearBridge International Small Cap Opportunity Fund.


By:		/s/ R. Jay Gerken
		R. Jay Gerken
		President and Chief Executive Officer

WITNESS our hands on the date set forth below.

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated below on February 11, 2013.


Signature		Title

/s/ R. Jay Gerken		President, Chief Executive Officer and Trustee
R. Jay Gerken

/s/ Richard F. Sennett		Principal Financial Officer
Richard F. Sennett

Paul R. Ades*		Trustee
Paul R. Ades

Andrew L. Breech*		Trustee
Andrew L. Breech

Dwight B. Crane*		Trustee
Dwight B. Crane

Frank G. Hubbard*		Trustee
Frank G. Hubbard

Howard J. Johnson*		Trustee
Howard J. Johnson

Jerome H. Miller*		Trustee
Jerome H. Miller

Ken Miller*		Trustee
Ken Miller

- 2 -


John J. Murphy*		Trustee
John J. Murphy

Thomas F. Schlafly*		Trustee
Thomas F. Schlafly

Jerry A. Viscione*		Trustee
Jerry A. Viscione


*By:		/s/ R. Jay Gerken
		R. Jay Gerken, as Agent

- 3 -

EXHIBIT INDEX


Index No.		Description of Exhibit

EX-101.INS		XBRL Instance Document

EX-101.SCH		XBRL Taxonomy Extension Schema Document

EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase

- 4 -

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accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 19 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 44 under the heading “Sales Charge Waivers and Reductions.” The fund no longer offers Class B shares and Class R1 shares for purchase by new or existing investors. Class B shares will continue to be available for dividend reinvestment and incoming exchanges. 815 673 The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC ("LMIS"), the fund's distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 19 under the heading "Sales charges" and in the fund's statement of additional information ("SAI") on page 59 under the heading "Sales Charge Waivers and Reductions." The fund no longer offers Class R1 shares for purchase by new or existing investors. Shareholder fees (fees paid directly from your investment) (%) Legg Mason Batterymarch S&P 500 Index Fund <a name="tx464790_1"></a>Investment objective <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualTotalReturnsClearBridgeInternationalSmallCapOpportunityFundBarChart column period compact * ~</div> The fund seeks to provide investment results that, before fees and expenses, correspond to the price and yield performance of the S&P 500® Index (the “Index”). <a name="tx464790_2"></a>Fees and expenses of the fund The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund. Shareholder fees (fees paid directly from your investment) 0.0575 0 0 0 0 0 0 0 Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes: <ul type="square"><li style="margin-left:-20px">        You invest $10,000 in the fund for the time periods indicated</li></ul><ul type="square"><li style="margin-left:-20px">        Your investment has a 5% return each year and the fund's operating expenses remain the same</li></ul><ul type="square"><li style="margin-left:-20px">        You reinvest all distributions and dividends without a sales charge</li></ul>Although your actual costs may be higher or lower, based on these assumptions your costs would be: Number of years you own your shares ($) 0.05 0.01 0 Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) (%) 0 0 0 0 Number of years you own your shares ($) Portfolio turnover. Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes: <ul type="square"><li style="margin-left:-20px">        You invest $10,000 in the fund for the time periods indicated</li></ul><ul type="square"><li style="margin-left:-20px">        Your investment has a 5% return each year and the fund's operating expenses remain the same</li></ul><ul type="square"><li style="margin-left:-20px">        You reinvest all distributions and dividends without a sales charge</li></ul>Although your actual costs may be higher or lower, based on these assumptions your costs would be: 15 15 15 0 0 0 Number of years you own your shares ($) 0 0 The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 7% of the average value of its portfolio. Number of years you own your shares ($) Principal investment strategies Portfolio turnover. The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 41% of the average value of its portfolio. 0 <a name="tx464790_4"></a>Certain risks <a name="tx464798_3"></a>Principal investment strategies Under normal circumstances, the fund will invest at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities of small capitalization companies or other investments with similar economic characteristics. The fund will invest substantially all its assets outside the United States. <a name="tx464798_4"></a>Certain risks Risk is inherent in all investing. There is no assurance that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The following is a summary description of certain risks of investing in the fund. Stock market and equity securities risk. The securities markets are volatile and the market prices of the fund's securities may decline generally. Securities fluctuate in price based on changes in a company's financial condition and overall market and economic conditions. If the market prices of the securities owned by the fund fall, the value of your investment in the fund will decline. The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. These market conditions may continue, worsen or spread, including in the United States, Europe and beyond. The withdrawal of this support, failure of efforts to respond to the crisis, or investor perception that such efforts are not succeeding could also negatively affect financial markets generally as well as the value and liquidity of certain securities. Whether or not the fund invests in securities of issuers located in or with significant exposure to countries experiencing economic and financial difficulties, the value and liquidity of the fund's investments may be negatively affected by the conditions in the countries experiencing the difficulties. In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Small capitalization company risk. The fund will be exposed to additional risks as a result of its investments in the securities of small capitalization companies. Small capitalization companies may fall out of favor with investors; may have limited product lines, operating histories, markets or financial resources; or may be dependent upon a limited management group. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times and at prices the portfolio managers believe appropriate and may offer greater potential for losses. Foreign investments risk. The fund's investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the fund may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of the fund's investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable government actions, and political or financial instability. Lack of information may also affect the value of these securities. The risks of foreign investments are heightened when investing in issuers in emerging market countries. Currency risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. Issuer risk. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. The fund may experience a substantial or complete loss on an individual security. Historically, the prices of securities of small and medium capitalization companies have generally gone up or down more than those of large capitalization companies, although even large capitalization companies may fall out of favor with investors. Liquidity risk. Some assets held by the fund may be difficult to sell, or illiquid, particularly during times of market turmoil. Illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. Valuation risk. The sales price the fund could receive for any particular portfolio investment may differ from the fund's valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair value methodology. Investors who purchase or redeem fund shares on days when the fund is holding fair-valued securities may receive fewer or more shares or lower or higher redemption proceeds than they would have received if the fund had not fair-valued the security or had used a different valuation methodology. Portfolio selection risk. The value of your investment may decrease if the subadviser's judgment about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements is incorrect. Risk of increase in expenses. Your actual costs of investing in the fund may be higher than the expenses shown in "Annual fund operating expenses" for a variety of reasons. For example, expense ratios may be higher than those shown if a fee limitation is changed or terminated or if average net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. These risks are discussed in more detail later in this Prospectus or in the SAI. Performance Risk is inherent in all investing. There is no assurance that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The following is a summary description of certain risks of investing in the fund. Index investing risk. As an index fund, the fund does not attempt to manage market volatility, use defensive strategies or reduce the effects of any long-term periods of poor stock performance. The fund’s expenses, changes in securities markets, changes in the composition of the Index and the timing of purchases and redemptions of fund shares may affect the correlation between fund and Index performance. The fund may not perform as well as other investments if, among other things, the Index declines or performs poorly relative to other related indexes or individual securities or the securities issued by companies that comprise the Index fall out of favor with investors. Stock market and equity securities risk. The securities markets are volatile and the market prices of the fund’s securities may decline generally. Securities fluctuate in price based on changes in a company’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the fund fall, the value of your investment in the fund will decline. The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts to respond to the crisis, or investor perception that such efforts are not succeeding could also negatively affect financial markets generally as well as the value and liquidity of certain securities. In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Issuer risk. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. The fund may experience a substantial or complete loss on an individual security. Historically, the prices of securities of small and medium capitalization companies have generally gone up or down more than those of large capitalization companies, although even large capitalization companies may fall out of favor with investors. Liquidity risk. Some assets held by the fund may be difficult to sell, or illiquid, particularly during times of market turmoil. Illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. Risk of increase in expenses. Your actual costs of investing in the fund may be higher than the expenses shown in “Annual fund operating expenses” for a variety of reasons. For example, expense ratios may be higher than those shown if a fee limitation is changed or terminated or if average net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. These risks are discussed in more detail later in this Prospectus or in the Statement of Additional Information (“SAI”). The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund's performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund's performance with the average annual total returns of an index or other benchmark. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. The fund makes updated performance information available at the fund's website, http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class), or by calling the fund at 1-877-721-1926. The fund's past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. Performance Total returns (before taxes) (%) The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. The fund makes updated performance information available at the fund’s website, http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class), or by calling the fund at 1-877-721-1926. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) (%) Shareholder fees (fees paid directly from your investment) Total returns (before taxes) (%) Average annual total returns (for periods ended December 31, 2012) (%) The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. 0.0074 0.0074 0.0074 0.0074 0.0074 0.0074 0.0074 0.0074 Calendar Years ended December 31 Best quarter (03/31/2012): 15.23 Worst quarter (09/30/2011): (16.85) 0.0025 0.01 0.01 0.0025 0.005 0.01 0 0 Average annual total returns (for periods ended December 31, 2012) (%) Calendar Years ended December 31 Best quarter (06/30/2009): 15.85 Worst quarter (12/31/2008): (22.14) 0.0139 0.0243 0.0198 0.0123 0.0148 0.0198 0.009 0.0078 The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. Total annual fund operating expenses have been restated to reflect current fees. December 31, 2014 0.07 You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark. 1-877-721-1926 http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class) The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. Best quarter 2009-06-30 0.0016 0.0024 0.0024 0.1585 0.0024 0.0024 0.0069 Worst quarter 0.004 2008-12-31 -0.2214 December 31, 2014 0.41 0.2795 0.1021 0.0419 You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC ("LMIS"), the fund's distributor. 0.152 0.0503 0.0004 -0.3747 25000 0.2606 0.1456 0.0149 0.1543 "Other expenses" for Class FI, Class R, Class R1 and Class IS shares are estimated for the current fiscal year. Actual expenses may differ from estimates. 0.1465 0.1003 0.16 You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. 0.0113 0.0048 0.0055 0.0166 Example The bar chart shows changes in the fund's performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund's performance with the average annual total returns of an index or other benchmark. 0.0652 0.0593 0.0536 0.071 1-877-721-1926 This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes: <ul type="square"><li style="margin-left:-20px">        You invest $10,000 in the fund for the time periods indicated</li></ul><ul type="square"><li style="margin-left:-20px">        Your investment has a 5% return each year and the fund's operating expenses remain the same</li></ul><ul type="square"><li style="margin-left:-20px">        You reinvest all distributions and dividends without a sales charge</li></ul>Although your actual costs may be higher or lower, based on these assumptions your costs would be: http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class) The fund's past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. Number of years you own your shares ($) 0.0676 The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Number of years you own your shares ($) 0.0133 Portfolio turnover. 0.1563 The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 15% of the average value of its portfolio. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. <a name="tx464782_3"></a>Principal investment strategies After-tax returns for classes other than Class A will vary from returns shown for Class A. The fund invests primarily in common stocks and common stock equivalents of companies the portfolio managers believe are undervalued in the marketplace. While the portfolio managers select investments primarily for their capital appreciation potential, secondary consideration is given to a company’s dividend record and the potential for an improved dividend return. The fund invests in securities of large, well-known companies but may also invest a significant portion of its assets in securities of small to medium capitalization companies when the portfolio managers believe smaller capitalization companies offer more attractive value opportunities. The fund may invest up to 25% of its net assets in equity securities of foreign issuers, either directly or through depositary receipts. <a name="tx464782_4"></a>Certain risks Best quarter 2012-03-31 0.1523 Worst quarter 2011-09-30 -0.1685 Risk is inherent in all investing. There is no assurance that the fund will meet its investment objectives. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The following is a summary description of certain risks of investing in the fund. Stock market and equity securities risk. The securities markets are volatile and the market prices of the fund’s securities may decline generally. Securities fluctuate in price based on changes in a company’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the fund fall, the value of your investment in the fund will decline. The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts to respond to the crisis, or investor perception that such efforts are not succeeding could also negatively affect financial markets generally as well as the value and liquidity of certain securities. In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Issuer risk. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. The fund may experience a substantial or complete loss on an individual security. Historically, the prices of securities of small and medium capitalization companies have generally gone up or down more than those of large capitalization companies, although even large capitalization companies may fall out of favor with investors. Liquidity risk. Some assets held by the fund may be difficult to sell, or illiquid, particularly during times of market turmoil. Illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. Dividend-paying stock risk. The fund’s emphasis on dividend-paying stocks involves the risk that such stocks may fall out of favor with investors and underperform the market. Also, a company may reduce or eliminate its dividend. Foreign investments risk. The fund’s investments in securities of foreign issuers or issuers with significant exposure to foreign markets involve additional risk. Foreign countries in which the fund may invest may have markets that are less liquid, less regulated and more volatile than U.S. markets. The value of the fund’s investments may decline because of factors affecting the particular issuer as well as foreign markets and issuers generally, such as unfavorable government actions, and political or financial instability. Lack of information may also affect the value of these securities. The risks of foreign investments are heightened when investing in issuers in emerging market countries. Currency risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. Value investing risk. The value approach to investing involves the risk that stocks may remain undervalued. Value stocks may underperform the overall equity market while the market concentrates on growth stocks. Although the fund will not concentrate its investments in any one industry or industry group, it may, like many value funds, weight its investments toward certain industries, thus increasing its exposure to factors adversely affecting issuers within those industries. Large capitalization company risk. Large capitalization companies may fall out of favor with investors. Small and medium capitalization company risk. The fund will be exposed to additional risks as a result of its investments tied to small and medium capitalization companies. Small and medium capitalization companies may fall out of favor with investors; may have limited product lines, operating histories, markets or financial resources; or may be dependent upon a limited management group. The prices of investments in small and medium capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small and medium capitalization companies may underperform large capitalization companies, may be harder to sell at times and at prices the portfolio managers believe appropriate and may offer greater potential for losses. Portfolio selection risk. The value of your investment may decrease if the subadviser’s judgment about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements is incorrect. Risk of increase in expenses. Your actual costs of investing in the fund may be higher than the expenses shown in “Annual fund operating expenses” for a variety of reasons. For example, expense ratios may be higher than those shown if a fee limitation is changed or terminated or if average net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. These risks are discussed in more detail later in this Prospectus or in the SAI. Performance The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark and an average. No performance is shown for Class IS shares because Class IS shares were fully redeemed during 2011. The table compares the fund’s performance with the average annual total returns of the Russell 3000 Value Index and the Lipper Large-Cap Value Fund Average, a total return performance average of funds tracked by Lipper, Inc. that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) above Lipper’s USDE (U.S. Diversified Equity) large-cap floor, which provides fund shareholders with a more meaningful comparison. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. The fund makes updated performance information available at the fund’s website, http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class), or by calling the fund at 1-877-721-1926. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. 0.0575 0 0 0 0 0 0 0 0 0 0 0 0.01 0 Total returns (before taxes) (%) Calendar Years ended December 31 Best quarter (06/30/2003): 21.97 Worst quarter (12/31/2008): (23.62) 15 15 0 0 0 0 0 Average annual total returns (for periods ended December 31, 2012) (%) 0.3895 0.0742 0.0399 0.1691 0.0045 -0.3749 0.2956 0.158 -0.0684 0.1436 0.0085 708 0.0085 746 0.0085 301 0.0085 125 0.0085 151 0.0085 201 0.0085 92 80 989 1057 621 390 468 621 288 250 1291 1395 1067 675 808 1067 500 434 2147 2508 2306 1487 1769 0.0025 2306 0.01 0.0025 1110 0.005 967 0 0 0.01 0.1543 0.0686 0.063 0.0662 0.0662 0.0662 0.0642 0.0667 0.074 0.0871 0.0772 0.0797 0.0847 0.0752 0.0727 -0.0595 -0.0651 -0.0627 -0.0627 -0.0627 -0.0632 -0.0617 0.011 0.012 0.022 0.017 0.0145 0.022 0.0145 246 201 757 621 1295 1067 714 323 148 173 223 122 112 2508 2306 708 125 151 201 92 80 989 390 468 621 288 250 1291 675 808 1067 500 434 2147 1487 1769 2306 1110 967 0.078 0.0707 0.0553 0.0817 0.1276 0.1492 0.1755 0.1531 -0.0119 -0.0163 -0.0124 -0.0109 -0.0055 0.0047 0.0083 -0.0005 0.0555 0.0495 0.0466 0.055 0.0552 0.0666 0.0754 0.0643 The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. <div style="display:none">~ http://www.leggmason.com/role/ScheduleShareholderFeesLeggMasonBatterymarchSP500IndexFund column period compact * ~</div> You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. 25000 <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualFundOperatingExpensesLeggMasonBatterymarchSP500IndexFund column period compact * ~</div> “Other expenses” for Class FI, Class R, Class R1 and Class IS shares are estimated for the current fiscal year. Actual expenses may differ from estimates. 0.15 You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark and an average. 1-877-721-1926 http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class) The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. <div style="display:none">~ http://www.leggmason.com/role/ScheduleExpenseExampleNoRedemptionTransposedLeggMasonBatterymarchSP500IndexFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualTotalReturnsLeggMasonBatterymarchSP500IndexFundBarChart column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAverageAnnualTotalReturnsTransposedLeggMasonBatterymarchSP500IndexFund column period compact * ~</div> Best quarter 2003-06-30 0.2197 Worst quarter 2008-12-31 -0.2362 <div style="display:none">~ http://www.leggmason.com/role/ScheduleExpenseExampleNoRedemptionTransposedClearBridgeAllCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleExpenseExampleTransposedLeggMasonBatterymarchSP500IndexFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualTotalReturnsClearBridgeAllCapValueFundBarChart column period compact * ~</div> 1704 1948 2124 1771 1905 1644 1589 3467 3548 3176 3276 3472 3090 2999 6553 7053 6519 6664 6937 6398 6254 714 223 148 173 223 122 112 1948 2124 1704 1771 1905 1644 1589 3176 3467 3548 3276 3472 3090 2999 6664 6519 7053 6553 6937 6398 6254 0.2083 0.1937 0.1408 0.2623 0.2851 0.2 0.0527 0.0393 0.038 0.0729 0.0835 0.0523 -0.1448 0.2815 Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) (%) 0.0575 0 0 0 0 0 0 0.0075 0.0075 0.0075 0.0075 0.0075 0.0075 0.0075 0.0025 0.01 0.01 0.0025 0.005 0.01 0 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 0.0002 695 949 1222 1999 730 1034 1365 2434 318 673 1154 2482 135 421 728 1600 2010-10-01 2010-10-01 2010-10-01 <div style="display:none">~ http://www.leggmason.com/role/ScheduleShareholderFeesClearBridgeSmallCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualFundOperatingExpensesClearBridgeSmallCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleExpenseExampleTransposedClearBridgeSmallCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAverageAnnualTotalReturnsTransposedClearBridgeSmallCapValueFund column period compact * ~</div> Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in equity securities, or other investments with similar economic characteristics, included in the Index. The fund generally is fully invested in stocks included in the Index. The fund holds a broadly diversified portfolio of common stocks that is comparable to the Index in terms of economic sector weightings, market capitalization and liquidity. Risk is inherent in all investing. There is no assurance that the fund will meet its investment objective. The value of your investment in the fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. The following is a summary description of certain risks of investing in the fund. Stock market and equity securities risk. The securities markets are volatile and the market prices of the fund’s securities may decline generally. Securities fluctuate in price based on changes in a company’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the fund fall, the value of your investment in the fund will decline. The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. In response to the crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts to respond to the crisis, or investor perception that such efforts are not succeeding could also negatively affect financial markets generally as well as the value and liquidity of certain securities. In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Small capitalization company risk. The fund will be exposed to additional risks as a result of its investments in the securities of small capitalization companies. Small capitalization companies may fall out of favor with investors; may have limited product lines, operating histories, markets or financial resources; or may be dependent upon a limited management group. The prices of securities of small capitalization companies generally are more volatile than those of large capitalization companies and are more likely to be adversely affected than large capitalization companies by changes in earnings results and investor expectations or poor economic or market conditions, including those experienced during a recession. Securities of small capitalization companies may underperform large capitalization companies, may be harder to sell at times and at prices the portfolio managers believe appropriate and may offer greater potential for losses. Value investing risk. The value approach to investing involves the risk that stocks may remain undervalued. Value stocks may underperform the overall equity market while the market concentrates on growth stocks. Although the fund will not concentrate its investments in any one industry or industry group, it may, like many value funds, weight its investments toward certain industries, thus increasing its exposure to factors adversely affecting issuers within those industries. Issuer risk. The value of a security can go up or down more than the market as a whole and can perform differently from the value of the market as a whole, often due to disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation against the issuer or changes in government regulations affecting the issuer or the competitive environment. The fund may experience a substantial or complete loss on an individual security. Historically, the prices of securities of small and medium capitalization companies have generally gone up or down more than those of large capitalization companies, although even large capitalization companies may fall out of favor with investors. Portfolio selection risk. The value of your investment may decrease if the subadviser’s judgment about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements is incorrect. Liquidity risk. Some assets held by the fund may be difficult to sell, or illiquid, particularly during times of market turmoil. Illiquid assets may also be difficult to value. If the fund is forced to sell an illiquid asset to meet redemption requests or other cash needs, the fund may be forced to sell at a loss. Risk of increase in expenses. Your actual costs of investing in the fund may be higher than the expenses shown in “Annual fund operating expenses” for a variety of reasons. For example, expense ratios may be higher than those shown if a fee limitation is changed or terminated or if average net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. These risks are discussed in more detail later in this Prospectus or in the SAI. 0.05 0.01 0 0 0 0 0 15 15 15 0 0 0 0 0.0023 0.0062 0.0038 0.0038 0.0125 0.0239 0.0215 0.0133 0.0158 0.0208 0.0115 0.0125 0.0227 0.0215 0.0133 0.0158 0.0208 0.0107 -0.0008 -0.0012 0.0031 0.0031 0.0031 161 211 109 499 652 358 861 1119 625 1879 2411 1391 695 230 218 161 211 109 949 734 673 499 652 358 1222 1265 1154 861 1119 625 1999 2434 2482 1600 1879 2411 1391 135 421 0.3744 0.208 0.066 0.1138 -0.0255 -0.3594 0.3287 0.2493 -0.0713 0.1529 0.0868 0.0868 0.0564 0.0907 0.1329 0.155 0.1805 0.0142 0.0103 0.0103 0.0173 0.0175 0.0295 0.0355 0.075 0.0654 0.0632 0.0757 0.095 0.0724 0.0914 2003-04-14 <div style="display:none">~ http://www.leggmason.com/role/ScheduleExpenseExampleNoRedemptionTransposedClearBridgeSmallCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.leggmason.com/role/ScheduleAnnualTotalReturnsClearBridgeSmallCapValueFundBarChart column period compact * ~</div> ClearBridge Small Cap Value Fund Investment objective The fund seeks long-term capital growth. <a name="tx464786_2"></a>Fees and expenses of the fund The accompanying table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. More information about these and other discounts is available from your financial intermediary, in this Prospectus on page 17 under the heading “Sales charges” and in the fund’s statement of additional information (“SAI”) on page 48 under the heading “Sales Charge Waivers and Reductions.” The fund no longer offers Class B shares and Class R1 shares for purchase by new or existing investors. Class B shares will continue to be available for dividend reinvestment and incoming exchanges. Shareholder fees (fees paid directly from your investment) Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) (%) Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes: <ul type="square"><li style="margin-left:-20px">        You invest $10,000 in the fund for the time periods indicated</li></ul><ul type="square"><li style="margin-left:-20px">        Your investment has a 5% return each year and the fund's operating expenses remain the same</li></ul><ul type="square"><li style="margin-left:-20px">        You reinvest all distributions and dividends without a sales charge</li></ul>Although your actual costs may be higher or lower, based on these assumptions your costs would be: Number of years you own your shares ($) Number of years you own your shares ($) Portfolio turnover. The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 23% of the average value of its portfolio. <a name="tx464786_3"></a>Principal investment strategies Under normal circumstances, the fund invests at least 80% of its net assets, plus borrowings for investment purposes, if any, in common stocks and other equity securities of small capitalization U.S. companies or in other investments with similar economic characteristics. The fund may invest up to 20% of its net assets in shares of companies with larger market capitalizations. <a name="tx464786_4"></a>Certain risks Performance The accompanying bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ. The fund makes updated performance information available at the fund’s website, http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class), or by calling the fund at 1-877-721-1926. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. Total returns (before taxes) (%) Calendar Years ended December 31 Best quarter (09/30/2009): 22.93 Worst quarter (12/31/2008): (27.47) Average annual total returns (for periods ended December 31, 2012) (%) The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. The after-tax returns are shown only for Class A shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class A will vary from returns shown for Class A. Sales charges are not reflected in the accompanying bar chart, and if those charges were included, returns would be less than those shown. The fund’s past performance (before and after taxes) is not necessarily an indication of how the fund will perform in the future. http://www.leggmason.com/individualinvestors/products/mutual-funds/annualized_performance (select share class) 1-877-721-1926 The bar chart shows changes in the fund’s performance from year to year for Class A shares. The table shows the average annual total returns of each class of the fund that has been in operation for at least one full calendar year and also compares the fund’s performance with the average annual total returns of an index or other benchmark. You may lose part or all of your investment in the fund or your investment may not perform as well as other similar investments. 0.23 “Other expenses” for Class FI, Class R and Class R1 shares are estimated for the current fiscal year. Actual expenses may differ from estimates. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $25,000 in funds sold by Legg Mason Investor Services, LLC (“LMIS”), the fund’s distributor. 25000 December 31, 2014 728 Best quarter 2009-09-30 0.2293 Worst quarter 2008-12-31 -0.2747 Total annual fund operating expenses do not correlate with the ratios of expenses to average net assets reported in the financial highlights tables contained in this Prospectus and in the fund’s shareholder reports, because the ratios in the financial highlights tables reflect the fund’s operating expenses and do not include acquired fund fees and expenses. If your shares are held in a direct account and the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the fund may charge you a fee of $3.75 per account that is determined and assessed quarterly (with an annual maximum of $15.00 per account). Direct accounts generally include accounts held in the name of the individual investor on the fund's books and records. "Other expenses" for Class FI, Class R, Class R1 and Class IS shares are estimated for the current fiscal year. Actual expenses may differ from estimates. The manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses) so that total annual operating expenses are not expected to exceed 1.45% for Class A shares, 2.20% for Class C shares, 1.45% for Class FI shares, 1.70% for Class R shares, 2.20% for Class R1 shares, 1.20% for Class I shares and 1.10% for Class IS shares. These arrangements cannot be terminated prior to December 31, 2014 without the Board of Trustees' consent. The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class' total annual operating expenses have fallen to a level below the limits described above. If your shares are held in a direct account and the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the fund may charge you a fee of $3.75 per account that is determined and assessed quarterly (with an annual maximum of $15.00 per account). Direct accounts generally include accounts held in the name of the individual investor on the fund’s books and records. Total annual fund operating expenses have been restated to reflect current fees. The manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses) so that total annual operating expenses are not expected to exceed 0.59% for Class A shares and 0.39% for Class D shares. These arrangements cannot be terminated prior to December 31, 2014 without the Board of Trustees’ consent. The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class’ total annual operating expenses have fallen to a level below the limits described above. Generally, If your shares are held in a direct account and the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the fund may charge you a fee of $3.75 per account that is determined and assessed quarterly (with an annual maximum of $15.00 per account). Direct accounts generally include accounts held in the name of the individual investor on the fund's books and records. "Other expenses" for Class FI, Class R and Class R1 shares are estimated for the current fiscal year. Actual expenses may differ from estimates. Total annual fund operating expenses do not correlate with the ratios of expenses to average net assets reported in the financial highlights tables contained in this Prospectus and in the fund's shareholder reports, because the ratios in the financial highlights tables reflect the fund's operating expenses and do not include acquired fund fees and expenses. The manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage, taxes, extraordinary expenses and acquired fund fees and expenses) so that total annual operating expenses are not expected to exceed 2.25% for Class B shares, 1.35% for Class FI shares, 1.60% for Class R shares, 2.10% for Class R1 shares and 1.05% for Class I shares. Total annual fund operating expenses after waiving fees and/or reimbursing expenses exceed the expense cap by 0.02% as a result of acquired fund fees and expenses. These arrangements cannot be terminated prior to December 31, 2014 without the Board of Trustees' consent. The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class' total annual operating expenses have fallen to a level below the limits described above. N/A For Class I shares, from the class' commencement of operations to December 31, 2012, the average annual total return of the Russell 2000 Value Index was 9.92%. 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