| f. | To
amend the fundamental policy relating to commodities; |
BOARD
OF TRUSTEES RECOMMENDATION – “FOR”
| g. | To
amend the fundamental policy relating to concentration; |
BOARD
OF TRUSTEES RECOMMENDATION – “FOR”
| 5. | To
Authorize the Fund to rely on a Manager of Managers order; |
BOARD
OF TRUSTEES RECOMMENDATION – “FOR”
| For Internal Distribution
Only |
Page 1 |
ClearBridge
Value Trust
and
ClearBridge
Small Cap Fund
(each
a “Fund,” and together, the “Funds”)
PROPOSAL
1: To Approve a New Management Agreement with Franklin Templeton Fund Adviser, LLC;
PROPOSAL
2: To Approve a New Subadvisory Agreement with ClearBridge Investments, LLC;
PROPOSAL
3: To Approve a New Subadvisory Agreement with Western Asset Management Company, LLC;
What
is happening?
You
are being asked to approve new investment management and new subadvisory agreements for your Fund in order to align the Funds’
investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds.
What
are shareholders of each Fund being asked to approve?
Shareholders
of each Fund are being asked to vote on the following proposals to approve:
| 1. | a
new management agreement with Franklin Templeton Fund Adviser, LLC (“FTFA”)
whereby FTFA will provide overall management and administrative services to your Fund*; |
| 2. | a
new subadvisory agreement between FTFA and ClearBridge Investments, LLC (“ClearBridge”)
whereby ClearBridge will provide day-to-day portfolio management services to your Fund
as a subadviser to your Fund; and |
| 3. | a
new subadvisory agreement between FTFA and Western Asset Management Company, LLC (“Western
Asset”) whereby Western Asset will provide cash management services to your Fund
with respect to those assets that are allocated to Western Asset. |
Each
of ClearBridge, Western Asset, and FTFA are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
[*NOTE
TO CSRs: Prior to November 30, 2023, FTFA was known as Legg Mason Partners Fund Advisor, LLC.]
What
are the services currently provided to each Fund by ClearBridge, FTFA and Western Asset?
ClearBridge
is each Fund’s investment manager and provides day-to-day portfolio management of each Fund, except for cash and short-term
instruments that are allocated to Western Asset for management. FTFA serves as the sub-administrator to each Fund.
Why
are shareholders being asked to vote on new management and new subadvisory agreements?
Aligning
the Funds’ management and subadvisory agreements with those of other Legg Mason and Franklin Templeton funds would also
help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses, and delays
associated with obtaining shareholder approval, where shareholder approval would not otherwise be required. No such reorganizations
have been proposed to the Board or Fund shareholders.
| For Internal Distribution
Only |
Page 2 |
If
approved, will the management fee rate increase under the new management agreement?
Under
the new management agreement, the management fee rate payable by each Fund will be the same as (and, at higher asset levels for
ClearBridge Value Trust, lower than) the Fund’s current management fee rate, with some adjustments to expense reimbursements.
If
approved, will the sub-advisory fees increase under the new subadvisory agreements?
As
to each Fund, any subadvisory fee payable to ClearBridge or Western Asset will be paid by FTFA out of the overall management fee
it receives from the Fund, and not by the Fund.
How
will the overall services provided to each Fund be affected by approval of the new management agreement and new subadvisory agreement?
The
overall services provided to each Fund and the parties providing those services will be substantially the same as is currently
the case, with ClearBridge continuing to provide day-to-day portfolio management services, FTFA continuing to provide administrative
services, and Western Asset continuing to provide cash management services. In addition, FTFA as overall manager of the Fund will
provide overall supervision of the services provided by ClearBridge and Western Asset.
How
do the new management and subadvisory agreements differ from my Fund’s current agreements?
The
material terms of the new management agreement with FTFA are similar to the terms of the current management agreement between
each Fund and ClearBridge.
| ● | Under
the new management agreement, FTFA will continue to be responsible for certain administrative
services that it previously provided as sub-administrator. |
| ● | ClearBridge
will provide day-to-day portfolio management services for each Fund pursuant to a new
subadvisory agreement with FTFA. |
| ● | In
addition, Western Asset will provide cash management services for those assets allocated
to Western Asset pursuant to a new subadvisory agreement with FTFA that is substantially
similar to the current subadvisory agreement between Western Asset and ClearBridge. |
Will
the new management and subadvisory agreements result in any changes in the portfolio management or investment strategy of my Fund?
No.
The new agreements are not expected to result in any changes to the portfolio managers of your Fund or in your Fund’s investment
strategy.
What
happens if new management and new subadvisory agreements are not approved for my Fund?
If
shareholders do not approve a new management agreement or a new subadvisory agreement for your Fund, ClearBridge will continue
to serve as the Fund’s manager under the current management agreement, Western Asset will continue to serve as a subadviser
to the Fund under its current subadvisory agreement with ClearBridge, and FTFA will continue to serve as the Fund’s sub-administrator
under its current sub-administration agreement with ClearBridge.
| ● | Even
if shareholders approve a new subadvisory agreement with ClearBridge or Western Asset
with respect to your Fund, the new agreements will only take effect with respect to your
Fund if shareholders approve the new management agreement. |
| For Internal Distribution
Only |
Page 3 |
| ● | Similarly,
even if shareholders approve the new management agreement with respect to your Fund,
the new management agreement will only take effect with respect to your Fund if shareholders
approve the new subadvisory agreement with ClearBridge for your Fund. |
| ● | If
shareholders do not approve the new Subadvisory Agreement with Western Asset, but approve
the new management agreement with FTFA and the new subadvisory agreement with ClearBridge,
the current Western Asset subadvisory agreement will be terminated, and Western Asset
will not provide cash management services to the Funds. |
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSALS 1 - 3
PROPOSAL
4: To Amend the Fundamental Policies of the Fund;
OVERVIEW
What
is happening?
In
addition to the restructuring of the management and administrative arrangements, FTFA has also proposed certain changes to the
fundamental investment policies of the Funds in order to align them with other funds in the Legg Mason Funds complex. These changes
are not intended to change the investment objective or investment strategies of the Funds.
What
are fundamental investment policies?
The
Funds, like all mutual funds, are required by law to have policies governing certain of their investment practices that may only
be changed with shareholder approval. These policies are referred to as “fundamental.”
The
Board has reviewed each Fund’s current fundamental policies and has concluded that certain policies should be revised in
order to align them with other Legg Mason and Franklin Templeton funds. A comparison of each Fund’s current fundamental
policies with the fundamental policies that will apply to each Fund if each proposal is approved by shareholders of that Fund
appears in Appendix H of the joint proxy statement. At the Meeting, shareholders will be asked to approve the revised policies.
These changes are not intended to change the investment objective or investment strategies of the Funds.
What
are the reasons for the proposed changes to each Fund’s fundamental investment policies?
|  | provide
flexibility to respond to changing markets, new investment opportunities and future changes
in applicable law |
The
revised fundamental policies are intended to provide the Funds with flexibility to respond to changing markets, new investment
opportunities and future changes in applicable law. Accordingly, the policies are written and will be interpreted broadly.
| ● | For
example, many of the revised policies allow the investment practice in question to be
conducted to the extent permitted by the Investment Company Act of 1940, as amended (the
“1940 Act”). |
| ● | It
is possible that as the financial markets continue to evolve over time, the 1940 Act
and the related rules may be further amended to address changed circumstances and new
investment opportunities. It is also possible that the 1940 Act and the related rules
could change for other reasons. |
| For Internal Distribution
Only |
Page 4 |
| ● | For
flexibility, the revised policies will be interpreted to refer to the 1940 Act and the
related rules as they are in effect from time to time. This will allow the Funds to take
advantage of future changes in applicable law without seeking additional costly and time-consuming
shareholder approvals. |
| | refer
to interpretations or modifications of, or relating to, the 1940 act |
The
revised fundamental policies also refer to interpretations or modifications of, or relating to, the 1940 Act from the U.S. Securities
and Exchange Commission (the “SEC”) or members of its staff, as well as interpretations or modifications of other
authorities having jurisdiction over the Funds. These authorities could include courts.
| ● | From
time to time the SEC and members of its staff, and others, issue formal or informal views
on various provisions of the 1940 Act and the related rules, including through no-action
letters and exemptive orders. |
| ● | The
revised policies will be interpreted to refer to these interpretations or modifications
as they are given from time to time. Again, this will allow the Funds the flexibility
to take advantage of future changes in the thinking of regulators and others without
the expense and delay of seeking further shareholder approvals. |
Lastly,
when a revised policy provides that an investment practice may be conducted as permitted by the 1940 Act, the policy will be interpreted
to mean either that the 1940 Act expressly permits the practice or that the 1940 Act does not prohibit the practice.
| | these
changes are not intended to change the investment objective or investment strategies
of the funds |
These
changes are not intended to change the investment objective or investment strategies of the Funds. Although these changes are
not intended to change the investment objective or investment strategies of the Funds, if the Funds engage in new investment practices
in the future, the Funds may be subject to additional risks.
Before
a material change is made in a Fund’s investment practices in response to the revised policies, the Board will be consulted
and the Fund’s prospectus or statement of additional information will be revised to disclose the change and, as applicable,
any additional risks.
PROPOSALS
4a – 4g
see
pages 11-12 of fact sheet for comparison of fundamental policies
PROPOSAL
4a: To amend the fundamental policy relating to borrowing money;
What
is the wording of the proposed policy relating to borrowing?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the borrowing of money will be revised
to read as follows:
The
Fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4a
| For Internal Distribution
Only |
Page 5 |
PROPOSAL
4b: To amend the fundamental policy relating to underwriting;
What
is the wording of the proposed policy relating to underwriting?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the underwriting of securities of
other issuers will be revised to read as follows:
The
Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act, or
interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4b
PROPOSAL
4c: To amend the fundamental policy relating to lending;
What
is the wording of the proposed policy relating to lending?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the lending of money or other assets
will be revised to read as follows:
The
Fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC,
SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4c
PROPOSAL
4d: To amend the fundamental policy relating to issuing senior securities;
What
is the wording of the proposed policy relating to issuing senior securities?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the issuing of senior securities
will be revised to read as follows:
The
Fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC,
SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority.
What
are senior securities?
With
respect to the fundamental policy relating to issuing senior securities, “senior securities” are defined as fund obligations
that have a priority over the fund’s shares with respect to the payment of dividends or the distribution of fund assets.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4d
PROPOSAL
4e: To amend the fundamental policy relating to real estate;
What
is the wording of the proposed policy relating to real estate?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on real estate will be revised to read
as follows:
| For Internal Distribution
Only |
Page 6 |
The
Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or modifications by the
SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC,
SEC staff or other authority.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4e
PROPOSAL
4f: To amend the fundamental policy relating to commodities;
What
is the wording of the proposed policy relating to commodities?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on commodities will be revised to read
as follows:
The
Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act, or interpretations
or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4f
PROPOSAL
4g: To amend the fundamental policy relating to concentration;
What
is the wording of the proposed policy relating to concentration?
If
shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on concentration will be revised to
read as follows:
Except
as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction,
the Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry.
What
does the term “concentration” refer to?
With
respect to the fundamental policy relating to concentration, the 1940 Act does not define what constitutes “concentration”
in an industry. The SEC staff has taken the position that investment of 25% or more of a fund’s total assets in one or more
issuers conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible
that interpretations of concentration could change in the future.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 4g
Proposal
5: To Authorize the Fund to rely on a Manager of Managers order;
What
are shareholders being asked to approve?
Shareholders
are being asked to authorize their Fund’s use of a “manager of managers” structure that would permit FTFA, the
Funds’ manager, or any other entity under common control with FTFA that serves as an adviser to the Fund (together, the
“Manager”) subject to the approval of the Board of Trustees, to appoint subadvisers, and enter into, and materially
amend, subadvisory agreements for the Fund without further shareholder approval.
| For Internal Distribution
Only |
Page 7 |
Why
are shareholders being asked to approve the use of a “manager of managers” structure?
Currently,
in order for the Manager to appoint a subadviser or materially modify a subadvisory agreement, the Fund must call and hold a shareholder
meeting, create and distribute proxy materials, and solicit votes from its shareholders.
This
process is time-intensive, costly and slow. Without the delay inherent in holding shareholder meetings, the Fund would be able
to act more quickly to appoint a subadviser when the Board of the Fund and the Manager believe that the appointment would benefit
the Fund.
The
Board recommends that shareholders vote in favor of this proposal to allow the Manager the flexibility to provide its investment
management services to the Fund through one or more subadvisers and provide the Manager with the maximum flexibility to select,
supervise and evaluate subadvisers – without incurring the delay or expense of obtaining further shareholder approval –
because it will allow the Fund to operate more efficiently.
Why
does the proposal request shareholder approval “to rely on a Manager of Managers order”?
Provisions
of the 1940 Act require that shareholders of a mutual fund approve a subadvisory agreement with the subadviser and material amendments
to an existing subadvisory agreement. The SEC, however, has issued an exemptive order (the “exemptive order”) to the
Manager and any existing or future registered open-end investment company advised by the Manager that permits the Manager to appoint
and replace subadvisers for the Fund and to enter into and approve amendments to subadvisory agreements without first obtaining
shareholder approval (the “Manager of Managers Structure”).
The
exemptive order allows the Manager to hire, without shareholder approval, new subadvisers that are affiliated with the Manager
(e.g., the Manager and subadvisers are both indirectly wholly owned by the same corporate parent, Franklin Resources), and new
subadvisers that are not affiliated with the Manager in any way.
However,
the Board, including a majority of the Independent Trustees, must approve any new subadviser and any new or amended subadvisory
agreement for the Fund. In considering a new or existing subadvisory agreement, the Board is required to evaluate any material
conflicts that may be present in a subadvisory arrangement.
Before
a Fund may rely on the exemptive order, the Fund’s use of the Manager of Managers Structure must be approved by a “majority
of the outstanding voting securities” of the Fund, as defined in the 1940 Act.
Will
approval of the Manager of Managers Structure result in an increase in fees paid to subadvisers?
Approval
of this Proposal will not affect your Fund’s fees. The Manager of Managers Structure will not at any time entail an increase
in the investment management fees paid by your Fund. Further shareholder approval would be necessary to increase the investment
management fees that are payable by the Fund, which is not contemplated.
If
the proposal is approved, how would shareholders know if a new subadviser has been hired?
Under
the Manager of Managers Structure, upon receiving approval of the Board, including a majority of the Independent Trustees, subadvisers
selected by the Manager could immediately manage the Fund’s assets.
| For Internal Distribution
Only |
Page 8 |
The
Fund would, however, inform shareholders of the hiring of any new subadviser within 90 days after hiring the subadviser by providing
shareholders with an information statement that contains substantially the same relevant information about the subadviser and
the subadvisory agreement that the Fund would be required to send its shareholders in a proxy statement.
What
will happen if the proposal is not approved?
If
the shareholders of the Fund do not approve the use of a “manager of managers” structure, decisions regarding a proposed
subadviser for that Fund or a material change to a subadvisory agreement with respect to that Fund will continue to require shareholder
approval.
THE
BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” PROPOSAL 5
Who
is paying for the costs of the proxy solicitation?
The
cost of preparing, printing and mailing the proxy, accompanying notice and the Joint Proxy Statement and all other costs in connection
with the solicitation of proxies will be borne by FTFA or an affiliate, and not by the Funds.
| PHONE: |
To
cast your vote by telephone with a proxy specialist, call the toll-free number found on your proxy card. Representatives
are available to take your voting instructions Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time. |
| MAIL: |
To
vote your proxy by mail, check the appropriate voting box on the proxy card, sign and date the card and return it in the enclosed
postage-paid envelope. |
| TOUCH-TONE: |
To
cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on
your proxy card. |
| INTERNET: |
To
vote via the Internet, go to the website on your proxy card and enter the control number found on the proxy card. |
Proxy
Materials Are Available Online At:
https://vote.proxyonline.com/Franklin/docs/ClearBridgeProxy.pdf
EQ
Fund Solutions, LLC is identified in the Joint Proxy Statement as the proxy solicitor for the Funds.
| FUND
NAME |
CLASS |
TICKER |
CUSIP |
| ClearBridge
Value Trust |
C |
LMVTX |
524686615 |
| ClearBridge
Value Trust |
A |
LGVAX |
524686623 |
| ClearBridge
Value Trust |
F1 |
LMVFX |
524686565 |
| ClearBridge
Value Trust |
I |
LMNVX |
524686573 |
| ClearBridge
Value Trust |
IS |
CBVBX |
52471E126 |
| ClearBridge
Value Trust |
R |
LMVRX |
524686557 |
| For Internal Distribution
Only |
Page 9 |
| FUND
NAME |
CLASS |
TICKER |
CUSIP |
| ClearBridge
Small Cap Fund |
C |
LMASX |
524686474 |
| ClearBridge
Small Cap Fund |
A |
LMSAX |
524686482 |
| ClearBridge
Small Cap Fund |
F1 |
LGASX |
524686458 |
| ClearBridge
Small Cap Fund |
I |
LMNSX |
524686466 |
| ClearBridge
Small Cap Fund |
IS |
LISGX |
52471E316 |
| ClearBridge
Small Cap Fund |
R |
LMARX |
524686441 |
| For Internal Distribution
Only |
Page 10 |
| |
Current
Fundamental Policy |
Proposed
Fundamental Policy |
Borrowing |
The
Fund may not borrow money, except (1) in an amount not exceeding 33 1/3% of the Fund’s total assets (including the
amount borrowed) less liabilities (other than borrowings) or (2) by entering into reverse repurchase agreements or dollar
rolls.
|
The
Fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or
other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority. |
Underwriting |
The
Fund may not engage in the business of underwriting the securities of other issuers, except as permitted by the 1940 Act, and
the rules and regulations promulgated thereunder, as such statute, rules, and regulations are amended from time to time or are
interpreted from time to time by the SEC or SEC staff or to the extent that the Fund may be permitted to do so by exemptive order
or other relief from the SEC or SEC staff (collectively, “1940 Act Laws, Interpretations and Exemptions”). This restriction
does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of portfolio securities,
regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. |
The
Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act,
or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive
or other relief or permission from the SEC, SEC staff or other authority.
|
Lending |
The
Fund may not lend money or other assets, except to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
This restriction does not prevent the Fund from purchasing debt obligations in pursuit of its investment program, or for defensive
or cash management purposes, entering into repurchase agreements, loaning its portfolio securities to financial intermediaries,
institutions or institutional investors, or investing in loans, including assignments and participation interests. |
The
Fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC,
SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority. |
Senior
Securities |
The
Fund may not issue senior securities, except as permitted under the 1940 Act Laws, Interpretations and Exemptions.
|
The
Fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC,
SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC
staff or other authority. |
| For Internal Distribution
Only |
Page 11 |
| |
Current
Fundamental Policy |
Proposed
Fundamental Policy |
Real
Estate |
The
Fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction
does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in or hold real estate
or interests therein, investing in instruments that are secured by real estate or interests therein, or exercising rights under
agreements relating to such securities, including the right to enforce security interests. |
The
Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or modifications
by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission
from the SEC, SEC staff or other authority.
|
Commodities |
The
Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.
This restriction does not prevent the Fund from engaging in transactions involving foreign currency, futures contracts and options,
forward contracts, swaps, caps, floors, collars, securities purchased or sold on a forward commitment or delayed-delivery basis
or other similar financial instruments, or investing in securities or other instruments that are secured by physical commodities. |
The
Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act, or interpretations
or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or
permission from the SEC, SEC staff or other authority. |
Concentration |
The
Fund may not make any investment if, as a result, the Fund’s investments will be concentrated (as that term may be defined
or interpreted by the 1940 Act Laws, Interpretations and Exemptions) in any one industry. This restriction does not limit the
Fund’s investment in securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities and repurchase
agreements with respect thereto, or securities of municipal issuers. |
Except
as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction,
the Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry.
|
| For Internal Distribution
Only |
Page 12 |
 |
Alternative
Outreach Communications |
| Level
I AOC |
| (Start
of Campaign Call Guide) |
Hello.
This
call is regarding your investment with ClearBridge Value Trust or ClearBridge Small Cap Fund.
The
Special Meeting of Shareholders is scheduled to take place on March 1, 2024.
We
are calling to offer you a quick and convenient way of voting your proxy which will help ClearBridge Value Trust and ClearBridge
Small Cap Fund achieve the Shareholder Meeting objectives. To cast your vote with a live representative, please press 1.
(Pause
and listen 2 seconds)
This
process is simple and will only take a few moments of your time. To cast your vote, please press 1 now.
(Pause
and listen 2 seconds)
If
you have any questions about the Special Meeting or your vote, please press 2 now or for more information about your investment
with ClearBridge Value Trust or ClearBridge Small Cap Fund, please press 3 now.
(Pause
and listen 2 seconds)
[The
recording the shareholder will hear if they opt to press 3]
“As
of December 8, 2023, you owned one or more investments in ClearBridge Value Trust or ClearBridge Small Cap Fund. Please hold for
a representative who can provide additional information.”
To
repeat this message press 9 or for further assistance press 2 now to speak to a representative. To end this call press 5.
(Pause
and listen 2 seconds)
If
you received this message on your answering machine you may contact us toll free at 1-800-581-3783 Monday through Friday from
9am to 10pm Eastern Time.
ANSWERING
MACHINE Script for AOC
Hello.
We are calling on behalf of your investment with ClearBridge Value Trust or ClearBridge Small Cap Fund. The Special Meeting of
Shareholders is scheduled to take place on March 1, 2024 and our records indicate that your vote has not been registered.
To
conveniently vote your shares by phone, please contact us at your earliest convenience at 1-800-581-3783 Monday through Friday
between the hours of 9:00am and 10:00pm Eastern Time.
| FOR INTERNAL
DISTRIBUTION ONLY |
Updated
01-11-2024 |
|
Alternative
Outreach Communications |
| Level
I AOC |
| (Start
of Campaign Call Guide) |
Your
vote is very important and your time is greatly appreciated. Thank you and have a good day.
| FOR INTERNAL
DISTRIBUTION ONLY |
Updated
01-11-2024 |
| |
ClearBridge
Value Trust
ClearBridge
Small Cap Fund
Abstention
Call Guide
(ABSTAIN
FOR QUORUM)
|
Good
(morning, afternoon, evening). My name is (AGENT’S FULL NAME).
May
I please speak with (INVESTOR FULL NAME)?
(Re-Greet
If Necessary)
I
am calling on a recorded line regarding your current investment in ClearBridge Value Trust or ClearBridge Small Cap Fund.
I
apologize for any inconvenience; however, since I assume you are not able to attend the Special Meeting of Shareholders scheduled
to take place on March 1, 2024, I just wanted to confirm that you would like to vote Abstain?
(Pause
For Response)
(Review
Voting Options with Investor If Necessary)
If
we identify any additional accounts you hold in ClearBridge Value Trust or ClearBridge Small Cap Fund before the meeting takes
place, would you like us to vote those accounts in the same manner as well? (Pause For Response)
*CONFIRMATION:
I am recording your (Recap Voting Instructions). Today (Today’s Date & Time).
For
confirmation purposes:
| ● | Please
state your full name. (Pause) |
| ● | According
to our records, you reside in (city, state, zip code). (Pause) |
| ● | To
ensure that we have the correct address for the written confirmation, please state your
street address. (Pause) |
Thank
you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for
your records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________,
your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
| FOR
INTERNAL DISTRIBUTION ONLY
|
Updated
01-11-2024
|
| |
ClearBridge
Value Trust
ClearBridge
Small Cap Fund
Abstention
Call Guide
(ABSTAIN
FOR QUORUM)
|
REBUTTAL:
If
you are unsure how to vote, you can simply Abstain which is neither a favorable nor an against vote. Doing so will ensure that
your shares are represented at the upcoming Special Meeting which will help avoid further costly adjournments.
Would
you like to Abstain?
| FOR
INTERNAL DISTRIBUTION ONLY |
Updated
01-11-2024 |
|
ClearBridge
Value Trust |
| ClearBridge
Small Cap Fund |
| Level I Call Guide |
(CONFIRM
RECEIPT OF PROXY MATERIAL)
Good
(morning, afternoon, evening), my name is (AGENT’S FULL NAME).
May
I please speak with (SHAREHOLDER’S FULL NAME)?
(Re-Greet
If Necessary)
I
am calling on a recorded line regarding your current investment in ClearBridge Value Trust or ClearBridge Small Cap Fund.
You were recently sent proxy materials asking for your vote at the Special Meeting of Shareholders scheduled to take place on
March 1, 2024.
Have
you had the opportunity to review the information?
(Pause
for response)
If
“Yes” or positive response:
If
you’re not able to attend the meeting, I can record your voting instructions by phone.
Your
Board of Trustees has unanimously recommended a vote “For” the proposals.
If
“No” or negative response:
I
would be happy to review the meeting agenda with you and record your vote by phone; however, your Board of Trustees has unanimously
recommended a vote “For” the proposals.
Would
you like to vote with the Board’s recommendation?
(Pause
For Response)
(Review
Voting Options with Shareholder If Necessary)
If
we identify any additional accounts you own with ClearBridge Value Trust or ClearBridge Small Cap Fund before the meeting takes
place, would you like to vote those accounts in the same manner as well?
(Pause
For Response)
*Confirmation
– I am recording your (Recap Voting Instructions). Today (Today’s Date & Time).
For
confirmation purposes:
| ● | Please
state your full name. (Pause) |
| ● | According
to our records, you reside in (city, state, zip code). (Pause) |
| ● | To
ensure that we have the correct address for the written confirmation, please state your
street address. (Pause) |
| FOR INTERNAL
DISTRIBUTION ONLY |
Updated
01-11-2024 |
|
ClearBridge
Value Trust |
| ClearBridge
Small Cap Fund |
| Level I Call Guide |
(CONFIRM
RECEIPT OF PROXY MATERIAL)
Thank
you. You will receive written confirmation of your vote within 3 to 5 business days. Upon receipt, please review and retain for
your records. If you should have any questions please call the toll free number listed on the confirmation. Mr. /Ms. ___________,
your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
| FOR INTERNAL
DISTRIBUTION ONLY |
Updated
01-11-2024 |
| |
ClearBridge
Value Trust
ClearBridge
Small Cap Fund
Any
Vote Call Guide
(Any Vote)
|
Good
(morning, afternoon, evening), my name is (AGENT’S FULL NAME).
May
I please speak with (SHAREHOLDER’S FULL NAME)?
(Re-Greet
If Necessary)
I
am calling on a recorded line regarding your current investment in ClearBridge Value Trust or ClearBridge Small Cap Fund.
The
reason for my call is to inform you that the Special Meeting of Shareholders is scheduled to take place on March 1, 2024 and currently
our records indicate your vote has not been recorded.
The
Board is recommending a vote “In Favor” of the proposals, but you may also cast an “Against” or “Abstain”
vote.
Would
you like to vote “In Favor”, “Against” or “Abstain”?
(Pause
For Response)
(Review
Voting Options with Shareholder If Necessary)
If
we identify any additional accounts you own with ClearBridge Value Trust or ClearBridge Small Cap Fund before the meeting takes
place, would you like to vote those accounts in the same manner as well?
(Pause
For Response)
*Confirmation
– I am recording your (Recap Voting Instructions). Today (Today’s Date & Time).
For
confirmation purposes:
| ● | Please
state your full name. (Pause) |
| ● | According
to our records, you reside in (city, state, zip code). (Pause) |
| ● | To
ensure that we have the correct address for the written confirmation, please state your
street address. (Pause) |
Thank
you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for
your records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________,
your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
| FOR
INTERNAL DISTRIBUTION ONLY |
Updated
01-11-2024 |
ClearBridge
Funds
Level
1 Answering Machine Script
Hello.
I
am calling regarding your investment with ClearBridge Value Trust or ClearBridge Small Cap Fund.
The Special Meeting of Shareholders is scheduled to take place on March 1, 2024. All shareholders are being asked to consider
and vote on important matters. As of today, your vote has not been registered.
Please
contact us as soon as possible at 1-800-581-3783 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.
Your
vote is very important. Thank you and have a good day.
 |
Proxy Notice - Please Vote |
| |
Dear
First Name Last Name,
Your
fund listed below currently has a proxy that needs your vote. To view the proxy material and vote online, please click
the “Vote Now” below.
Your
vote is important no matter how many shares you own. Please take the time to read the proxy statement and cast your
proxy vote today!
Additional
information on this proxy:
● Special
Meeting of Shareholders of the ClearBridge Small Cap Fund and the ClearBridge Value Trust
● Meeting
Date: March 1, 2024
● For
shareholders of the fund as of December 8, 2023
If
for any reason the button above doesn’t work for you, please visit vote.proxyonline.com and enter your control number
below.
PROXY
CONTROL NUMBER: 123456789101
If
you have any questions about this proxy or to request a paper copy of these proxy materials, please call (800) 581-3783.1
To vote your proxy by phone rather than online, call (888) 227-9349. You will need to provide your control number
referenced above.
To
access electronic proxy materials, you may need Adobe Acrobat Reader software. This software is available for download
at no cost at http://www.adobe.com.
We
look forward to serving your investment needs in the years to come.
Sincerely,
Franklin
Templeton Investor Services, LLC
1
There is no cost to you for requesting a paper copy. Please make your request before February 16, 2024 to allow
for a timely delivery of the proxy materials.
You
are receiving this email because you have elected to receive proxy materials via electronic delivery.
|
| |
Visit
franklintempleton.com
to access account information, fund
performance, market commentary and
more. |
|
You may contact us with any questions
by email or call us at (800) 632-2301.
If you’d like to update your eDelivery options, sign in
to your account and select “Change Delivery Options.”
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asking our customers for private information such as Social Security numbers or account numbers. Any such request should be reported
to us immediately at (800) 632-2301. Learn more about email safety and online security.
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Copyright © 2024 Franklin Templeton. All rights
reserved.
