0001683863-20-009467.txt : 20200514 0001683863-20-009467.hdr.sgml : 20200514 20200514142459 ACCESSION NUMBER: 0001683863-20-009467 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200514 DATE AS OF CHANGE: 20200514 EFFECTIVENESS DATE: 20200514 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06444 FILM NUMBER: 20876982 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 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 VARIABLE EQUITY TRUST CENTRAL INDEX KEY: 0001176343 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-21128 FILM NUMBER: 20876980 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Legg Mason Partners Variable Portfolios IV DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MULTIPLE DISCIPLINE TRUST DATE OF NAME CHANGE: 20021004 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY MULTIPLE DISCIPLINE ACCOUNT TRUST DATE OF NAME CHANGE: 20020626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Legg Mason ETF Investment Trust CENTRAL INDEX KEY: 0001645194 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-23096 FILM NUMBER: 20876981 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 877-721-1926 MAIL ADDRESS: STREET 1: 620 EIGHTH AVE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Legg Mason ETF InvestmentTrust DATE OF NAME CHANGE: 20170221 FORMER COMPANY: FORMER CONFORMED NAME: Legg Mason ETF Equity Trust DATE OF NAME CHANGE: 20150615 0000880366 S000004161 ClearBridge Large Cap Growth Fund C000011719 Class A SBLGX C000011721 Class C SLCCX C000011722 Class I SBLYX C000039153 Class R LMPLX C000066224 Class IS LSITX C000086038 Class O LCMMX 0000880366 S000004162 ClearBridge Mid Cap Fund C000011723 Class A SBMAX C000011725 Class C SBMLX C000011726 Class I SMBYX C000011727 Class 1 SMCPX C000060700 Class R LMREX C000066225 Class IS LSIRX 0000880366 S000004163 QS S&P 500 Index Fund C000011728 Class A SBSPX C000011729 Class D SBSDX 0000880366 S000016235 ClearBridge Aggressive Growth Fund C000044856 Class A SHRAX C000044858 Class C SAGCX C000044859 Class I SAGYX C000044860 Class R LMPRX C000044861 Class FI LMPFX C000066226 Class IS LSIFX 0000880366 S000016238 ClearBridge Small Cap Value Fund C000044871 Class A SBVAX C000044873 Class C SBVLX C000044874 Class I SMCYX C000058932 Class R C000127028 Class IS LCBIX 0000880366 S000016241 ClearBridge Tactical Dividend Income Fund C000044883 Class A CFLGX C000044885 Class C SMDLX C000044886 Class I LADIX C000059788 Class R C000083424 Class A2 LBDAX C000127029 Class IS LCBDX 0000880366 S000016245 ClearBridge All Cap Value Fund C000044900 Class A SHFVX C000044902 Class C SFVCX C000044903 Class I SFVYX C000058934 Class R C000066227 Class IS LSISX 0000880366 S000016247 ClearBridge International Value Fund C000044909 Class A SBIEX C000044911 Class C SBICX C000044912 Class I SBIYX C000059794 Class R LIORX C000066228 Class IS LSIUX 0000880366 S000016651 ClearBridge Appreciation Fund C000046514 Class A SHAPX C000046516 Class C SAPCX C000046517 Class I SAPYX C000046518 Class R LMPPX C000046519 Class FI LMPIX C000063669 Class IS LMESX 0000880366 S000016652 QS Conservative Growth Fund C000046520 Class A SBBAX C000046522 Class C SCBCX C000046523 Class I LMEIX C000058251 Class R LLARX C000187872 Class IS LCGSX 0000880366 S000016653 QS Defensive Growth Fund C000046524 Class A SBCPX C000046526 Class C1 SBCLX C000046527 Class I LMGIX C000058254 Class R LMLRX C000089310 Class C LWLAX C000187873 Class IS LMGSX 0000880366 S000016654 QS Moderate Growth Fund C000046528 Class A SCGRX C000046530 Class C SCGCX C000046531 Class I LLAIX C000058256 Class R LLMRX C000187874 Class IS LLMSX 0000880366 S000016655 QS Growth Fund C000046532 Class A SCHAX C000046534 Class C SCHCX C000046535 Class I LANIX C000058258 Class R LLLRX C000187875 Class IS LLISX 0000880366 S000016663 ClearBridge Small Cap Growth Fund C000046565 Class A SASMX C000046567 Class C SCSMX C000046569 Class FI LMPSX C000046570 Class R LMPOX C000046571 Class I SBPYX C000046572 Class 1 LMPMX C000063670 Class IS LMOIX 0000880366 S000016665 ClearBridge Dividend Strategy Fund C000046577 Class A SOPAX C000046579 Class C SBPLX C000046580 Class I SOPYX C000063673 Class FI LBRIX C000063674 Class R LMMRX C000088432 Class IS LCBEX C000097989 Class 1 LCBOX 0000880366 S000016668 QS Global Equity Fund C000046590 Class A CFIPX C000046592 Class C SILLX C000046593 Class I SMYIX C000046594 Class 1 LMPEX C000062526 Class R C000183979 Class IS SMYSX 0000880366 S000016669 ClearBridge Large Cap Value Fund C000046595 Class A SINAX C000046597 Class C SINOX C000046599 Class I SAIFX C000063680 Class R LCBVX C000063682 Class IS LMLSX C000076733 Class A2 LIVVX C000127016 Class 1 LCLIX 0000880366 S000022091 QS U.S. Large Cap Equity Fund C000063384 Class A LMUPX C000063385 Class C LMUGX C000063386 Class FI LMUSX C000063387 Class R LMUOX C000063388 Class I LMTIX C000063389 Class IS LMISX 0000880366 S000029718 ClearBridge Mid Cap Growth Fund C000091376 Class A LBGAX C000091377 Class C LBGCX C000091379 Class R LCMRX C000091380 Class A2 LCBGX C000091381 Class I LBGIX C000091382 Class IS LCMIX 0000880366 S000029827 ClearBridge International Small Cap Fund C000091725 Class A LCOAX C000091726 Class C LCOCX C000091728 Class R C000091729 Class A2 LCRNX C000091730 Class I LCOIX C000091731 Class IS CBISX 0000880366 S000039065 ClearBridge Select Fund C000120103 Class A LCLAX C000120104 Class C LCLCX C000120105 Class FI LCBSX C000120106 Class R C000120107 Class IS LCSSX C000120108 Class I LBFIX C000204770 Class A2 LCLTX 0000880366 S000039864 QS Global Dividend Fund C000123679 Class A LGDAX C000123680 Class C LGDCX C000123681 Class FI LDIGX C000123682 Class R C000123683 Class I LTTMX C000123684 Class IS LDIFX C000154578 Class A2 LMQSX 0000880366 S000048737 ClearBridge Sustainability Leaders Fund C000153520 Class A CLSUX C000153521 Class A2 C000153522 Class C C000153523 Class FI LCSTX C000153524 Class R C000153525 Class I LCISX C000153526 Class IS LCILX 0001176343 S000008304 ClearBridge Variable Dividend Strategy Portfolio C000022693 Class II QLMETX C000047600 Class I QLMEIX 0001176343 S000016933 ClearBridge Variable Aggressive Growth Portfolio C000047115 Class I QLMGOX C000047116 Class II QLMGTX 0001176343 S000016935 ClearBridge Variable Large Cap Growth Portfolio C000047118 Class I QLMLOX C000047119 Class II LVLGX 0001176343 S000016937 ClearBridge Variable Mid Cap Portfolio C000047121 Class I QLMMIX C000047122 Class II QLMPTX 0001176343 S000017007 ClearBridge Variable Small Cap Growth Portfolio C000047262 Class I QLMSIX C000047263 Class II QLMSTX 0001176343 S000017009 QS Variable Conservative Growth C000047266 Class I QLMLFX C000183009 Class II QVCIIX 0001176343 S000017010 QS Variable Moderate Growth C000047267 Class I QLMLSX C000183010 Class II QVMIIX 0001176343 S000017011 QS Variable Growth C000047268 Class I QLMLTX C000183011 Class II QLMIIX 0001176343 S000017013 ClearBridge Variable Appreciation Portfolio C000047270 Class I QLMAOX C000053699 Class II CVAPX 0001176343 S000017019 ClearBridge Variable Large Cap Value Portfolio C000047279 Class I QLMVIX C000047280 Class II 0001176343 S000034620 QS Legg Mason Dynamic Multi-Strategy VIT Portfolio C000106566 Class I Shares QDMSIX C000106567 Class II Shares QDMSTX 0001645194 S000051686 Legg Mason Low Volatility High Dividend ETF C000162625 Legg Mason Low Volatility High Dividend ETF LVHD 0001645194 S000054583 Legg Mason International Low Volatility High Dividend ETF C000171451 Legg Mason International Low Volatility High Dividend ETF LVHI 0001645194 S000055902 Legg Mason Global Infrastructure ETF C000176067 Legg Mason Global Infrastructure ETF INFR 0001645194 S000057207 ClearBridge All Cap Growth ETF C000182102 ClearBridge All Cap Growth ETF CACG 0001645194 S000057700 ClearBridge Large Cap Growth ESG ETF C000186075 ClearBridge Large Cap Growth ESG ETF LRGE 0001645194 S000057702 ClearBridge Dividend Strategy ESG ETF C000186077 ClearBridge Dividend Strategy ESG ETF YLDE 0001645194 S000058077 Legg Mason Small-Cap Quality Value ETF C000190092 Legg Mason Small-Cap Quality Value ETF SQLV 0001645194 S000059365 Western Asset Total Return ETF C000194756 Western Asset Total Return ETF WBND 0001645194 S000064209 WESTERN ASSET SHORT DURATION INCOME ETF C000207671 WESTERN ASSET SHORT DURATION INCOME ETF WINC DEFA14A 1 f5659d1.htm LMP EQUITY BOARD

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

  

SCHEDULE 14A  

  

Proxy Statement Pursuant to Section 14(a) of the Securities 

Exchange Act of 1934  

  

Filed by the Registrant [X]  

Filed by a Party other than the Registrant [   ]  

  

Check the appropriate box:  

  

[   ]  Preliminary Proxy Statement  

[   ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  

[   ]Definitive Proxy Statement  

[X]Definitive Additional Materials  

[   ] Soliciting Material Pursuant to §240.14a-12 

  

LEGG MASON PARTNERS EQUITY TRUST 

LEGG MASON ETF INVESTMENT TRUST 

LEGG MASON PARTNERS VARIABLE EQUITY TRUST 

(Name of Registrant(s) as Specified In Its Charter)  

  

                                                                                               

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

  

Payment of Filing Fee (Check the appropriate box):  

  

[X]         No fee required.  

[   ]         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

  

                     1)    Title of each class of securities to which transaction applies:  

                 

 

  2)Aggregate number of securities to which transaction applies: 

 

                      3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):  

           

                      4)Proposed maximum aggregate value of transaction:  

           

 

5)Total fee paid: 

           

[  ]          Fee paid previously with preliminary materials.  

[  ]          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.  

  

        1)    Amount Previously Paid:  

           

        2)Form, Schedule or Registration Statement No.:  

           

         3)    Filing Party:  

           

         4)    Date Filed:  

  

LEGG MASON U.S. FUND SHAREHOLDERS: YOUR VOTE MATTERS – PLEASE VOTE!

Legg Mason has mailed proxy statements to shareholders in our U.S. funds in connection with the proposed sale of Legg Mason to Franklin Templeton. The sale will cause each fund's management and subadvisory agreements to terminate.

For operations to continue uninterrupted, shareholders of all Legg Mason open"end funds, closed"end funds, ETFs and variable annuity funds are being asked to vote in favor of new management and subadvisory agreements, which are identical to the funds' current agreements. Each fund's Board recommends that shareholders vote FOR each proposal applicable to their fund.

If approved by shareholders, the new agreements will take effect upon the closing of the sale of Legg Mason to Franklin Templeton. Each fund's investment manager and subadviser(s) will become subsidiaries of Franklin Templeton upon the closing of the sale.

Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities for growth.

Prior to the shareholder meeting, voting can be accomplished by Internet, telephone or mail. If you have questions, please call Computershare at 866"963"5819.

The votes of all shareholders, no matter how large or small their holdings, are important to completing the sale. If you are a Legg Mason fund shareholder, please read your fund's proxy statement and VOTE. It is important that you vote promptly. This will help avoid the need for further solicitation.

We thank you for your assistance in these important matters. We wish you and your families well in these challenging times and look forward to working with you towards a brighter future.

DO YOU INVEST IN OUR U.S. FUNDS? YOUR VOTE MATTERS!

Legg Mason has mailed proxy statements to fund shareholders in connection with the proposed sale of Legg Mason to Franklin Templeton. The sale will cause each fund's management and subadvisory agreements to terminate.

For operations to continue uninterrupted, shareholders in all of our open-end funds, closed-end funds, ETFs and variable annuity funds are being asked to vote in favor of new management and subadvisory agreements, which are identical to the funds' current agreements. Each fund's Board recommends that shareholders vote FOR each proposal applicable to their fund.

If approved by shareholders, the new agreements will take effect upon the closing of the sale of Legg Mason to Franklin Templeton. Each fund's investment manager and subadviser(s) will become subsidiaries of Franklin Templeton upon the closing of the sale.

Prior to the shareholder meetings, shareholders can vote by Internet, telephone or mail. If you have questions about a particular proxy statement, please call Computershare at 866-963-5819.

Completing this voting process gets us that much closer to setting the future company up for success with the potential for new and exciting growth.

We would like to thank the Legg Mason team that is working so hard on this effort in order to realize a major milestone for this transaction.

Dear Home Office Contact:

Legg Mason has mailed proxy statements to shareholders in our U.S. funds in connection with the proposed sale of Legg Mason to Franklin Templeton. This may cause clients who are shareholders in our funds to contact your financial advisors with questions. We ask for your help in encouraging or assisting your clients in the voting process.

The sale will cause each fund's management and subadvisory agreements to terminate. For operations to continue uninterrupted, shareholders of all of our open-end funds, closed-end funds, ETFs and variable annuity funds are being asked to vote in favor of new management and subadvisory agreements, which are identical to the funds' current agreements. Each fund's Board recommends that shareholders vote FOR each proposal applicable to their fund.

If approved by shareholders, the new agreements will take effect upon the closing of the sale of Legg Mason to Franklin Templeton. Each fund's investment manager and subadviser(s) will become subsidiaries of Franklin Templeton upon the closing of the sale.

Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities for growth.

The votes of all shareholders, no matter how large or small their holdings, are important to completing the sale. Prior to the shareholder meeting, voting can be accomplished by Internet, telephone or mail. Shareholders are urged to read the proxy statement and to vote promptly in order to help avoid the need for further solicitation.

If clients or members of your firm have questions, they may call Computershare at 866-963- 5819. Computershare can assist shareholders who hold fund shares directly or through brokerage accounts.

We thank you for your assistance in these important matters. We wish you and your families well in these challenging times and look forward to working with you towards a brighter future.

FOR HOME OFFICE USE ONLY. NOT FOR DISTRIBUTION TO FINANCIAL ADVISORS OR RETAIL INVESTORS.

(C)2020 Legg Mason Investor Services, LLC, Member FINRA, SIPC. Legg Mason Investor Services, LLC is a subsidiary of Legg Mason, Inc.

Dear Board Members

As we've been discussing, the proxy solicitation process is now underway in connection with the proposed acquisition of Legg Mason by Franklin Templeton. You may have already received proxies for funds in which you hold shares; if you haven't, you can expect to receive them shortly. If you hold your shares in a brokerage account, you should expect to receive proxy statements in the mail and/or a notice from your broker that proxies are available on-line for your review.

WE NEED YOUR HELP IN ACQUIRING THE NEEDED SHAREHOLDER

VOTES. Your vote matters, no matter how many or few shares you own, and we ask you to return your proxies promptly. We know some Board Members have already done so and we'd like to thank you for your quick responses.

Getting fund shareholders to vote is among the most labor-intensive processes in our efforts to satisfy the requirements needed to close the transaction. We are kicking off a communications effort that will reach out to the sales staff, Affiliates and Legg Mason employees to ensure that we make this happen. As shareholders, you can expect to see several reminders asking you to be sure and vote.

If you need any assistance in voting, please don't hesitate to reach out to Leah Mizer, who is leading the charge for Legg Mason. Leah's contact information is: +1 (410) 454- 3810 or LMizer@leggmason.com. And don't hesitate to contact me directly if you have any questions on our progress.

Best,

Jane

Jane Trust, CFA

Senior Managing Director

Head, Global Product Management

Legg Mason Global Asset Management

THIS DOCUMENT DOES NOT CONSTITUTE A SOLICITATION OF ANY VOTE OR APPROVAL. THE LEGG MASON"SPONSORED FUNDS HAVE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAVE MAILED TO SHAREHOLDERS OF RECORD DEFINITIVE PROXY STATEMENTS. THE PROXY STATEMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE FUNDS AND MATTERS RELATED TO THE PROPOSALS. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENTS CAREFULLY.

Information regarding Franklin Templeton/Legg Mason Change of Control Definitive Proxy Statements for Legg Mason U.S. Funds Listed on Schedule A (the "Funds")

May 13, 2020

Franklin Templeton/Legg Mason Transaction

Q. What is happening with Legg Mason?

A:In February 2020, Legg Mason entered into a definitive agreement (the "Transaction Agreement") with Franklin Templeton, under which Franklin Templeton will acquire Legg Mason (the "Transaction").

The Transaction is subject to approval by Legg Mason's shareholders and customary closing conditions, including receipt of regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the Transaction is expected to close in the third quarter of 2020.

As part of the Transaction, Franklin Templeton will maintain the investment autonomy of the Legg Mason affiliates that manage the investments of the Funds, including Brandywine Global, Clarion Partners, ClearBridge, ClearBridge RARE, Martin Currie, QS Investors, Royce Investment Partners, and Western Asset.

Regulatory Requirements for Legg Mason Funds

Q. Why are Fund shareholders being asked to approve new management agreements and new subadvisory agreements?

A:Legg Mason is the parent company of the investment managers and the subadvisers for the Funds. Upon completion of the Transaction, the Funds' investment managers and the subadvisers will become subsidiaries of Franklin Templeton.

The Transaction will result in what is commonly called a "change of control" of Legg Mason. This will cause the Funds' current management agreements and subadvisory agreements to terminate. Shareholders of the Funds are being asked to approve new management agreements and new subadvisory agreement(s). If approved by shareholders, each new agreement will take effect when the manager or applicable subadviser becomes a subsidiary of Franklin Templeton.

The Transaction will not be completed unless certain conditions are met. One of these conditions is advisory clients of Legg Mason investment affiliates representing a specified percentage of Legg Mason

revenue consent to the continuation of their advisory relationships at close. This includes Legg Mason Funds whose shareholders have approved new management agreements.

Information About the New Management Agreements and Subadvisory Agreements

Q. How do the new management and subadvisory agreements differ from the current agreements?

A:The new agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination.

Q. Will the Funds' contractual management fee rates go up?

A:No. The sale of Legg Mason will not result in any changes to the contractual management fee rates charged to the Funds, nor will the sale cause expense waiver and reimbursement arrangements to change.

Q. Will the new management and subadvisory agreements result in any changes in the portfolio management, investment objective or investment strategy of the Funds?

A:No. The new agreements are not expected to result in any changes to the portfolio managers of the Funds or to a Fund's investment objective or investment strategy.

Information About Other Service Providers

Q. Will there be changes to a Fund's custodian or other service providers as a result of the sale of Legg Mason?

A:No. There are not expected to be any changes to a Fund's custodian or other service providers as a result of the Transaction.

Q. Will Legg Mason Investor Services, LLC (LMIS) continue to serve as the principal underwriter for each Open"End Fund following the consummation of the Transaction?

A:LMIS is expected to continue to serve as the principal underwriter for each Open"End Fund following the consummation of the Transaction. LMIS also serves as a service agent of the Funds and is expected to continue to provide such services following the consummation of the Transaction.

Potential Benefits to Shareholders of the Funds as a Result of the Transaction

Q. How could the sale of Legg Mason potentially benefit shareholders of the Funds?

A:Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and

2

subadvisory agreements will provide continuity of the investment program shareholders of the Funds selected through their investment in the Funds and allow the Funds' operations to continue uninterrupted after the sale.

Additional Information About the Current Agreements and the New Agreements

Q. What happens if new management and new subadvisory agreements are not approved for a Fund?

A:The Board of each Fund has approved interim management and subadvisory agreements to provide for maximum flexibility for each Fund's future. The terms of the interim agreements are identical to those of the current agreements except for term and escrow provisions required by applicable law. If shareholders of a Fund do not approve a new management agreement, or a new subadvisory agreement or agreements, and the sale of Legg Mason to Franklin Templeton occurs, the Fund's current agreements will terminate, and the manager or subadviser will not be able to provide services to the Fund. If this should happen, the Board of the Fund will implement the interim management or subadvisory agreements for a period of no more than 150 days in order to determine appropriate action, which could include continuing to solicit approval of new management or subadvisory agreements.

Q. What will happen if the Transaction is not consummated?

A:If the Transaction is not consummated, the investment manager and subadviser(s) to each Fund will continue to serve their respective Funds pursuant to the terms of the current management and subadvisory agreements.

Information About the Shareholder Proxy Process

Q. How does each Fund's Board of Trustees/Directors recommend that shareholders vote?

A:After careful consideration, each Fund's Board recommends that shareholders vote FOR each proposal applicable to their Fund.

Q. How can shareholders vote their shares?

A:Shareholders can vote their shares in one of four ways:

∙By telephone: Call the toll"free number printed on the proxy card(s) that was mailed to them and follow the instructions.

∙By Internet: Access the website address printed on the proxy card(s) that was mailed to them and follow the directions on the website.

∙By mail: Complete, sign and date the proxy card(s) that was mailed to them and return in the self"addressed, postage"paid envelope.

3

∙At the meeting: Shareholders can vote their shares at the meeting scheduled on the date and time noted in the proxy statement and on the proxy card(s) mailed to them.

Q.When and where are the shareholder meetings scheduled to be held?

A:Each Fund's shareholder meeting is scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10019. The date and time of each meeting is included in their Fund's proxy statement and on the proxy card(s) mailed to them. Please see Schedule A.

However, as we are concerned about shareholders' health and safety during the coronavirus (COVID"19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold the meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release posted on our website (http://www.leggmason.com/virtualproxyfundsmeeting).

We encourage shareholders to check the website beforehand if they plan to attend the meeting. An announcement of any change will also be filed with the U.S. Securities and Exchange Commission via its EDGAR system.

Q: Why might a shareholder receive more than one proxy card?

A:If a shareholder owns shares in more than one Fund as of the Record Date, they may receive more than one proxy card. Even if a shareholder plans to attend the meeting, the proxy statement asks that they please sign, date and return EACH proxy card they received. If they provide voting instructions by telephone or over the Internet, shareholders are asked to please vote on the proposals with respect to EACH Fund they own.

Certain closed"end funds have investors that have sent solicitations in opposition to the proposals to approve new management and subadvisory agreements. These closed"end funds request that shareholders not sign or return or vote on any color proxy cards other than a WHITE proxy card.

Q. Who can shareholders call if they have questions?

A:They may call the proxy solicitor, Computershare, regardless of whether they hold shares directly with a particular fund or through their brokerage account, at 866"963"5819.

Q. What can shareholders do if they have lost their proxy card(s)?

A:Shareholders who have lost their proxy cards may call the proxy solicitor, Computershare, for assistance at 866"963"5819.

4

Q. Are the Funds paying for the proxy statements?

A:No. All costs of the proxy and the shareholder meetings, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statements, will be borne by Legg Mason.

***

Please see Schedule A for a list of proxy statements, record dates and scheduled shareholder meeting dates.

Shareholders of record at the close of business on the dates specified in Schedule A with respect to each fund are entitled to vote at the meetings.

5

Schedule A

Proxy Statement 1

Record date for all funds: April 1, 2020

Shareholder meeting date and time for all funds: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

ClearBridge Aggressive Growth Fund

ClearBridge Variable Aggressive Growth Portfolio

ClearBridge All Cap Value

ClearBridge Variable Appreciation Portfolio

ClearBridge Appreciation Fund

ClearBridge Variable Dividend Strategy Portfolio

ClearBridge Dividend Strategy Fund

ClearBridge Variable Large Cap Growth Portfolio

ClearBridge International Small Cap Fund

ClearBridge Variable Large Cap Value Portfolio

ClearBridge International Value Fund

ClearBridge Variable Mid Cap Portfolio

ClearBridge Large Cap Growth Fund

ClearBridge Variable Small Cap Growth Portfolio

ClearBridge Large Cap Value Fund

QS Legg Mason Dynamic Multi"Strategy VIT

ClearBridge Mid Cap Fund

Portfolio

ClearBridge Mid Cap Growth Fund

QS Variable Conservative Growth

ClearBridge Select Fund

QS Variable Growth

ClearBridge Small Cap Growth Fund

QS Variable Moderate Growth

ClearBridge Small Cap Value Fund

 

ClearBridge Sustainability Leaders Fund

 

ClearBridge Tactical Dividend Income Fund

 

QS Conservative Growth Fund

 

QS Defensive Growth Fund

 

QS Global Dividend Fund

 

QS Global Equity Fund

 

QS Growth Fund

 

QS Moderate Growth Fund

 

QS S&P 500 Index Fund

 

QS U.S. Large Cap Equity Fund

 

Legg Mason ETF Investment Trust

 

ClearBridge All Cap Growth ETF

 

ClearBridge Dividend Strategy ESG ETF

 

ClearBridge Large Cap Growth ESG ETF

 

Legg Mason Global Infrastructure ETF

 

Legg Mason International Low Volatility High

 

Dividend ETF

 

Legg Mason Low Volatility High Dividend ETF

 

Legg Mason Small"Cap Quality Value ETF

 

Western Asset Short Duration Income ETF

 

Western Asset Total Return ETF

 

 

6

Proxy Statement 2

Record date for all funds: April 15, 2020

Shareholder meeting dates and times:

∙All funds except Western Asset Investment Grade Income Fund Inc. and Western Asset Premier Bond Fund: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

∙Western Asset Premier Bond Fund: Scheduled for July 14, 2020 at 9:00 a.m. (Eastern time)

∙Western Asset Investment Grade Income Fund Inc.: Scheduled for June 12, 2020 at 9:00 a.m. (Eastern time)

Legg Mason Partners Income Trust

Western Asset Funds, Inc.

Western Asset Adjustable Rate Income Fund (to

Western Asset Core Bond Fund

be renamed WesternAsset Ultra"Short Income

Western Asset Core Plus Bond Fund

Fund on or about April 22, 2020)

Western Asset High Yield Fund

Western Asset California Municipals Fund

Western Asset Inflation Indexed Plus Bond Fund

Western Asset Corporate Bond Fund

Western Asset Intermediate Bond Fund

Western Asset Emerging Markets Debt Fund

Western Asset Macro Opportunities Fund

Western Asset Global High Yield Bond Fund

Western Asset Total Return Unconstrained Fund

Western Asset Income Fund

Legg Mason Partners Institutional Trust

Western Asset Intermediate Maturity California

Municipals Fund

 

Western Asset Intermediate Maturity New York

Western Asset Institutional Government Reserves

Municipals Fund

Western Asset Institutional Liquid Reserves

Western Asset Intermediate"Term Municipals

Western Asset Institutional U.S. Treasury

Fund

Obligations Money Market

Western Asset Managed Municipals Fund

Fund

Western Asset Massachusetts Municipals Fund

Western Asset Institutional U.S. Treasury

Western Asset Mortgage Total Return Fund

Reserves

Western Asset Municipal High Income Fund

Western Asset Premier Institutional Government

Western Asset New Jersey Municipals Fund

Reserves

Western Asset New York Municipals Fund

Western Asset Premier Institutional Liquid

Western Asset Oregon Municipals Fund

Reserves

Western Asset Pennsylvania Municipals Fund

Western Asset Premier Institutional U.S. Treasury

Western Asset Short Duration High Income Fund

Reserves

Western Asset Short Duration Municipal Income

Western Asset Select Tax Free Reserves

Fund

Western Asset SMASh Series C Fund

Western Asset Short"Term Bond Fund

Western Asset SMASh Series EC Fund

 

Western Asset SMASh Series M Fund

 

Western Asset SMASh Series TF Fund

Legg Mason Partners Money Market Trust

Legg Mason Partners Premium Money Market

Western Asset Government Reserves

Trust

 

Western Asset New York Tax Free Money Market

Western Asset Premium Liquid Reserves

Fund

Western Asset Premium U.S. Treasury Reserves

 

7

Western Asset Prime Obligations Money Market

Fund

Western Asset Tax Free Reserves

Western Asset U.S. Treasury Reserves

Master Portfolio Trust

Legg Mason Partners Variable Income Trust

Government Portfolio

Western Asset Core Plus VIT Portfolio

Liquid Reserves Portfolio

Western Asset Variable Global High Yield Bond

Tax Free Reserves Portfolio

Portfolio

U.S. Treasury Obligations Portfolio

 

U.S. Treasury Reserves Portfolio

 

Closed"End Funds

 

Western Asset Investment

 

Grade Income Fund Inc.

 

Western Asset Premier Bond

 

Fund

 

Proxy Statement 3

Record date for all funds: April 1, 2020

Shareholder meeting date and time for all funds: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

Legg Mason Global Asset Management Trust

BrandywineGLOBAL — Alternative Credit Fund

BrandywineGLOBAL — Diversified US Large Cap Value Fund

BrandywineGLOBAL — Dynamic US Large Cap Value Fund

BrandywineGLOBAL — Global Flexible Income Fund

BrandywineGLOBAL — Global High Yield Fund

BrandywineGLOBAL — Global Opportunities Bond Fund

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged)

BrandywineGLOBAL — Global Unconstrained Bond Fund

BrandywineGLOBAL — International Opportunities Bond Fund

ClearBridge International Growth Fund

ClearBridge Global Infrastructure Income Fund

ClearBridge Small Cap Fund

ClearBridge Value Trust

Martin Currie Emerging Markets Fund

Martin Currie International Unconstrained Equity Fund

Martin Currie SMASh Series EM Fund

8

QS Global Market Neutral Fund

QS International Equity Fund

QS Strategic Real Return Fund

QS U.S. Small Capitalization Equity Fund

Proxy Statement 4

Record date for all funds: March 9, 2020

Shareholder meeting date and time for all funds: Scheduled for June 5, 2020 at 9:00 a.m. (Eastern time)

BrandywineGLOBAL— Global Income Opportunities Fund Inc.

Clarion Partners Real Estate Income Fund Inc.

ClearBridge Energy Midstream Opportunity Fund Inc.

ClearBridge MLP and Midstream Fund Inc.

ClearBridge MLP and Midstream Total Return Fund Inc.

LMP Capital and Income Fund Inc.

Western Asset Corporate Loan Fund Inc.

Western Asset Emerging Markets Debt Fund Inc.

Western Asset Global Corporate Defined Opportunity Fund Inc.

Western Asset Global High Income Fund Inc.

Western Asset High Income Fund II Inc.

Western Asset High Income Opportunity Fund Inc.

Western Asset High Yield Defined Opportunity Fund Inc.

Western Asset Intermediate Muni Fund Inc.

Western Asset Investment Grade Defined Opportunity Trust Inc.

Western Asset Managed Municipals Fund Inc.

Western Asset Middle Market Debt Fund Inc.

Western Asset Middle Market Income Fund Inc.

Western Asset Mortgage Opportunity Fund Inc.

Western Asset Municipal Defined Opportunity Trust Inc.

Western Asset Municipal High Income Fund Inc.

Western Asset Municipal Partners Fund Inc.

Western Asset Variable Rate Strategic Fund Inc.

***

This document is provided for Internal Use Only and should not be distributed externally in electronic or hard copy form without explicit approval from LMIS Compliance. Doing so would violate LMIS policy.

9

LEGG MASON SALES DESK SUMMARY – U.S. FUNDS' PROXY STATEMENTS May 13, 2020

∙The sale of Legg Mason to Franklin Templeton will cause Legg Mason's U.S. funds' current management and subadvisory agreements to terminate.

∙For operations to continue uninterrupted, shareholders of all Legg Mason open-end funds, closed-end funds, ETFs and variable annuity funds are being asked to vote in favor of new management and subadvisory agreements, which are identical to the funds' current agreements.

∙The funds' Boards have recommended a vote FOR the new agreements.

∙Shareholders are urged to read the proxy statement and to vote promptly in order to help avoid the need for further solicitation.

∙Prior to the shareholder meeting, voting can be accomplished by Internet, telephone or mail.

∙Fund shareholders with questions may call Computershare at 866-963-5819. Computershare can assist shareholders who hold fund shares directly or through brokerage accounts.

∙If a shareholder owns shares in more than one fund as of the record date, they may receive more than one proxy card. Even if a shareholder plans to attend the meeting, the proxy statement asks that they please sign, date and return EACH proxy card they received. If they provide voting instructions by telephone or over the Internet, shareholders are asked to please vote on the proposals with respect to EACH fund they own.

∙Certain closed-end funds have investors that have sent solicitations in opposition to the proposals to approve new management and subadvisory agreements. These closed-end funds request that shareholders not sign or return or vote on any color proxy cards other than a WHITE proxy card.

∙Upon completion of the sale, each Fund's investment manager and subadvisers will become subsidiaries of Franklin Templeton.

∙Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities for growth.

This document is provided for Internal Use Only and should not be distributed externally in electronic or hard copy form without explicit approval from LMIS Compliance. Doing so would violate LMIS policy.