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LEGG MASON PARTNERS EQUITY TRUST

EnTrustPermal Alternative Core FundLEGG MASON-SPONSORED FUNDS

620 Eighth Avenue, 49th Floor

New York, NY 10018

[    ], 2020

Dear Shareholder:

A special meeting of shareholders of your Fund will be held at the offices of Legg Mason, Inc. (“Legg Mason”) at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 11:00 a.m. (Eastern time), to vote on the proposals listed in the enclosed Joint Proxy Statement.

Special MeetingLegg Mason is the parent company of Shareholdersthe investment managers and the subadvisers of the Funds named in the Joint Proxy Statement. Legg Mason has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating as Franklin Templeton, under which Franklin Templeton will, subject to approval by Legg Mason’s shareholders and satisfaction of other conditions, acquire Legg Mason. The sale will cause the Funds’ current management and subadvisory agreements to terminate in accordance with applicable law. In order for each Fund’s operations to continue uninterrupted after the sale, we are asking the shareholders of each Fund to approve new agreements. Each Fund’s Board has approved the new agreements. It is important to note that your Fund’s management fee rates will remain the same under the new agreements, and the acquisition is not expected to result in any change in the portfolio managers of your Fund.

Your Fund’s Board recommends that you vote “FOR” each of the proposals applicable to your Fund.However, before you vote, please read the full text of the Joint Proxy Statement for an explanation of each of the proposals.

Your vote on these matters is important. Even if you plan to attend and vote in person at the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and returning it in the accompanying postage-paid return envelope. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy by July 13, 2020.

If you have any questions about the proposals to be voted on, please call [    ] at [    ].

Sincerely,

Jane E. Trust

President of the Funds

TABLE OF CONTENTS

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IMPORTANT NEWS FOR FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Joint Proxy Statement, for your convenience, we have provided a brief overview of the materials in this booklet.

Questions and Answers

Each new agreement will take effect when the manager or applicable subadviser becomes a subsidiary of Franklin Templeton.

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The sale will not result in any changes to the contractual management fee rates charged to the Funds, nor will the sale alter currently effective expense waiver and reimbursement arrangements. The sale also is not expected to result in any diminution in the investment management services provided to the Funds or any changes to the portfolio managers of any Fund.

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Please note that if you own shares of more than one Fund, you may receive more than one proxy card. Even if you plan to attend and vote in person at the meeting, please promptly follow the instructions to submit voting instructions by mail, telephone or over the internet.

It is important that you vote promptly. This will help avoid the need for further solicitation. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy by July 13, 2020.

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LEGG MASON-SPONSORED FUNDS

620 Eighth Avenue, 49th Floor

New York, NY 10018

[     ], 2020

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on January 5, 2018

October [●], 2017

Dear Shareholder:July 14, 2020

A special meeting (the “Meeting”) of the shareholders of the EnTrustPermal Alternative Core Fund (theLegg Mason-sponsored Funds (each, a “Fund”), a series of Legg Mason Partners Equity Trust (the “Trust”), identified below will be held at the offices of Legg Mason Partners Fund Advisor, LLC,at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020, at 10:11:00 a.m. Eastern Time, on January 5, 2018, or at any adjournment(s) or postponement(s) thereof.

At the Meeting, shareholders will be asked(Eastern time), to consider and vote on the following Proposals:proposals, as more fully described in the accompanying Joint Proxy Statement:

2-A    ClearBridge Investments, LLC

2-B    ClearBridge RARE Infrastructure (North America) Pty Limited

2-C    QS Investors, LLC

2-D     Western Asset Management Company, LLC

2-E     Western Asset Management Company Limited

2-F    Western Asset Management Company Ltd

2-G    Western Asset Management Company Pte. Ltd.

2-H      Royce & Associates, LP

(The specific proposal(s) on which your Fund is voting are identified in the Summary of Proposals in the accompanying Joint Proxy Statement.)

For the reasons explained in the accompanying Proxy Statement, LMPFA, EPOLP and theYour Fund’s Board recommendrecommends that you vote in favor of the Proposals. Approval of each of the Revised Restriction, the Proposed Management Agreement and the Proposed Subadvisory Agreement will be contingent on approval of the other Proposals.

As a shareholder of the Fund,“FOR” all proposals upon which you are being asked to vote on the Proposals. The Board has determined that each Proposal is in the best interests of the Fund and its shareholders, and recommends that you vote in favor of the Proposals.

To ensure that your vote is counted, please:

Sign and mail your Proxy Card promptly to:

Broadridge Financial Solutions, Inc.

Proxy Tabulator

P.O. Box 9112

Farmingdale, NY 11735

If you have any questions about the Proposals, please call1-855-723-7819 between the hours of 9:00 a.m. and 10:00 p.m. Eastern Time, Monday through Friday.

Sincerely,

Jane Trust

President and Chief Executive Officer

Legg Mason Partners Equity Trust

TABLE OF CONTENTS

OVERVIEW OF THE PROPOSALS – QUESTIONS & ANSWERS

Why did you send me this booklet?

You were sent this proxy statement (the “Proxy Statement”) because you are a shareholder of the EnTrustPermal Alternative Core Fund (the “Fund”), a series of Legg Mason Partners Equity Trust (the “Trust”). As such, you have the right to vote your shares of the Fund with respect to the Proposals described below, if your vote is properly submitted and received prior to the special meeting (the “Meeting”) of the shareholders of the Fund. The Meeting will be held at the offices of Legg Mason Partners Fund Advisor, LLC (“LMPFA” or the “Manager”), 620 Eighth Avenue, New York, New York 10018 at 10:00 a.m. Eastern Time, on January 5, 2018, or at any adjournment(s) or postponement(s) thereof.

Who is eligible to vote?

Shareholders of record of the Fund as of the close of business on September 15, 2017 are eligible to vote.

What is the purpose of the Meeting?

At a meeting of the Board of Trustees (the “Board”) of the Trust held on July25-26, 2017, the Board approved a proposal from LMPFA, the Fund’s investment manager, and EnTrustPermal Management LLC (“EnTrustPermal”), the Fund’s then-current subadviser, to change how the Fund’s investment strategy is implemented—specifically, from a“fund-of-funds” to a fund that will obtain greater exposure to asset classes and strategies through investment in exchange-traded funds (“ETFs”), securities and other instruments, rather than through investing more than 25% of its assets in mutual funds. In addition, the Board approved, subject to shareholder approval, a proposal to revise the Fund’s fundamental investment restriction (the “Revised Restriction”) relating to concentration of investments, under which the Fund would no longer be required to concentrate more than 25% of its assets in the mutual fund industry. Under the Revised Restriction, the Fund would not be permitted to concentrate (i.e., invest more than 25% of its assets) in any industry (subject to certain interpretations).

In connection with the changes described above, the Board also approved, subject to shareholder approval, an amended and restated management agreement between the Trust, on behalf of the Fund, and LMPFA (the “Proposed Management Agreement”) under which the management fee payable by the Fund would be increased from an annual rate of 0.65% of the Fund’s average daily net assets to an annual rate of 0.90% of the Fund’s average daily net assets up to and including $1 billion, declining to 0.85% on average daily net assets in excess of $1 billion and up to and including $2 billion and to 0.80% of average daily net assets in excess of $2 billion.

The Board also approved, subject to shareholder approval, an amended and restated subadvisory agreement between LMPFA and EnTrustPermal Partners Offshore LP (“EPOLP”) with respect to the Fund (the “Proposed Subadvisory Agreement”). On [date], 2017, the Fund changed its subadviser from EnTrustPermal to EPOLP. EPOLP, a Delaware limited partnership, is a registered investment adviser and the surviving entity in a consolidation of multiple investment management entities that are subsidiaries of EnTrustPermal LLC. Under the Proposed Subadvisory Agreement, the subadvisory fees payable by LMPFA to EPOLP would be higher than the fees payable by LMPFA to EPOLP under the current subadvisory agreement. LMPFA currently pays an aggregate subadvisory fee to EPOLP and Western Asset Management Company (“Western Asset”) (Western Asset manages the portion of the Fund’s cash and short-term instruments allocated to it) at the annual rate of

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0.450% of the Fund’s average daily net assets up to and including $250 million, declining to 0.400% of the Fund’s average daily net assets over $250 million and up to and including $750 million and to 0.350% of average daily net assets over $750 million. LMPFA also currently pays EPOLP a separate fee of 0.05% of the Fund’s average daily net assets related to implementation of portfolio investment decisions and provision of compliance and portfolio execution services to the Fund. Under the Proposed Subadvisory Agreement, LMPFA (not the Fund) would pay EPOLP and Western Asset an aggregate fee equal to 70% of the management fee paid to LMPFA, net of fee waivers and expense reimbursements.

A change in the fundamental concentration policy as well as increases in the management fee paid by the Fund to LMPFA and subadvisory fee paid by LMPFA to EPOLP with respect to a registered investment company require approval by a majority of the company’s outstanding voting securities under the Investment Company Act of 1940 (the “1940 Act”) before they go into effect. As a result, shareholders are being asked to vote on the following Proposals at the Meeting:

Approval of each of the Revised Restriction, Proposed Management Agreement and the Proposed Subadvisory Agreement will be contingent on approval of the other proposals. If the proposals are not approved, the Fund would continue to be managed according to its current investment policies.

What is the rationale for the Revised Restriction and the Proposed Agreements?

Management informed the Board that, as a result of the successful combination of EnTrust Capital and The Permal Group that resulted in EnTrustPermal having a stronger, more robust alternative investments platform, EnTrustPermal and Legg Mason, Inc. (“Legg Mason”) undertook an internal review to determine how to take advantage of this platform for the benefit of the Fund and its shareholders. As a result of this initiative, EnTrustPermal and Legg Mason recommended that the Fund invest to a greater extent directly in securities, ETFs and other instruments, which have been determined to be the primary contributors to Fund performance over the past three years. The Fund is currently a“fund-of-funds” and, as a fundamental policy, must invest more than 25% of its assets in the mutual fund industry. To enable the Fund to revise its investment strategy as recommended, the Board of Trustees approved the Revised Restriction, subject to shareholder approval.

Management informed the Board that removing this requirement will enable the Fund to have greater exposure to various asset classes and investment strategies through investments in ETFs, securities and other instruments, rather than through investing more than 25% of its assets in other mutual funds, and, as a result, should help reduce the Fund’s total expense ratio.

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In connection with the proposed revision to the manner in which the Fund’s investment strategy would be implemented, Management recommended that the annual management fee payable to LMPFA by the Fund be increased from 0.65% of average daily net assets to up to 0.90% of average daily net assets and that the fee payable to EPOLP by LMPFA also be increased. Management informed the Board of its belief that the proposed increases to the management and subadvisory fees should allow the subadviser to further extend the reach of the current portfolio management team and expand the resources to be dedicated to the management of the Fund’s portfolio. Management informed the Board that it anticipates that the new approach will be more research-intensive than the Fund’s current investment program and that the additional fees will facilitate greater investments in technology as well as in third party research services, and will permit the addition of new analysts, where needed, to help the Fund pursue its revised investment approach.

What are the features of the Revised Restriction?

The Fund’s current fundamental policy on concentration requires the Fund to concentrate (i.e., invest more than 25% of its assets) in the mutual fund industry. It is proposed that the Fund adopt the following fundamental policy on concentration:

“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.”

The revised policy on concentration would be accompanied by the following interpretation of the policy, which would not be part of the policy and would not be subject to shareholder vote:

“With respect to the fundamental policy relating to concentration set forth above, the 1940 Act does not define what constitutes ‘concentration’ in an industry. The staff of the Securities and Exchange Commission (the “SEC”) 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. A fund that invests a significant percentage of its total assets in a single industry may be particularly susceptible to adverse events affecting that industry and may be more risky than a fund that does not concentrate in an industry. The Fund intends to include its investments in securities of other industry-specific investment companies for purposes of calculating the Fund’s industry concentration, to the extent practicable. The policy above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country; however, the Fund understands that the SEC staff considers securities issued by a foreign government to be in a single industry for purposes of calculating applicable limits on concentration. The policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries.”

Under Section 8(b)(1)(E) of the 1940 Act, every investment company is required to disclose in its registration statement its policy with respect to concentrating its investments in a particular industry or group of industries. Section 13(a)(3) of the 1940 Act prohibits a fund from deviating from this concentration policy as recited in its registration statement unless authorized by a majority of its outstanding voting securities. As a

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result, shareholder approval is necessary to change the Fund’s current policy of concentrating more than 25% of its assets in the mutual fund industry. If the proposal is approved, the Fund would not be permitted to invest more than 25% of its assets in any industry. As noted above, the Fund, to the extent practicable, would include its investments in investment companies in calculating concentration in an industry to the extent that the investment company has an industry-specific focus.

What differences can I expect if the Fund is a multi-strategy fund instead of a“fund-of-funds”?

LMPFA and EnTrustPermal recommended revision of the policy to change how the Fund’s investment strategy is implemented – specifically, from a“fund-of-funds” to a multi-strategy fund that will obtain greater exposure to asset classes and strategies through investment in ETFs, securities and other instruments, rather than through investing more than 25% of its assets in mutual funds. It is anticipated that the ability to invest a greater portion of the Fund’s assets in ETFs as well as securities and other instruments will increase the flexibility to achieve the Fund’s investment objective of total return and enhance EPOLP’s risk management processes. It should also provide greater transparency to investors of the positions held by the Fund and enhance control of the Fund’s liquidity. Shifting to a multi-strategy fund that invests to a greater degree in ETFs, securities and other instruments from a“fund-of-funds” that invests more than 25% of its assets in mutual funds also increases the complexity around portfolio implementation due to enhanced screening processes, security selection, security basket construction and an increased use of derivatives, among other things.

Is the change from a“fund-of-funds” to a multi-strategy fund expected to reduce acquired fund fees and expenses?

Yes. While the Fund will no longer be a“fund-of-funds,” if the Revised Restriction is approved the Fund would continue to invest in other investment companies, principally ETFs. Investing in ETFs should enable the subadviser to target the Fund’s investment exposures with greater precision, since ETFs are required to make their portfolios public every day. Investing in ETFs would also likely lower the amount of “acquired fund fees and expenses” disclosed in the Fund’s prospectus fee table, since ETFs generally charge lower fees than comparable mutual funds (as described in more detail in the attached proxy statement).

What are the differences between the Current Agreements and the Proposed Agreements?

LMPFA is the Fund’s investment manager. The Fund currently pays a management fee to LMPFA at an annual rate of 0.65% of its average daily net assets. You will be asked to approve an amended and restated management agreement between the Trust, on behalf of the Fund, and LMPFA under which the management fee would increase to an annual rate of 0.90% on average daily net assets up to and including $1 billion, declining to 0.85% on average daily net assets in excess of $1 billion and up to and including $2 billion and to 0.80% of average daily net assets in excess of $2 billion.

EPOLP currently serves as subadviser to the Fund pursuant to an agreement between it and LMPFA. LMPFA currently pays an aggregate subadvisory fee to EPOLP and Western Asset at the annual rate of 0.450% of the Fund’s average daily net assets up to and including $250 million, declining to 0.400% of the Fund’s average daily net assets over $250 million and up to and including $750 million and to 0.350% of average daily net assets over $750 million. LMPFA also currently pays EPOLP a separate fee of 0.05% of the Fund’s average daily net assets related to implementation of portfolio investment decisions and provision of compliance and portfolio execution services to the Fund. Under the Proposed Subadvisory Agreement, LMPFA

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(not the Fund) would pay EPOLP an aggregate fee equal to 70% of the management fee paid to LMPFA for all services provided by EPOLP, net of fee waivers and expense reimbursements and the fee paid to Western Asset for management of the Fund’s cash and short-term investments.

In addition to the new subadvisory fee, the Proposed Subadvisory Agreement eliminates the specific provisions in the current agreement relating to implementation of portfolio investment decisions and provision of compliance and portfolio execution services by EPOLP.

At the July25-26, 2017 Board Meeting (the “July Board Meeting”), the Board, including the Independent Trustees, discussed and approved the Revised Restriction, the Proposed Management Agreement between LMPFA, the Fund’s investment manager, and the Trust, on behalf of the Fund, and the Proposed Subadvisory Agreement between LMPFA and EPOLP with respect to the Fund, pursuant to which LMPFA and EPOLP would continue to provideday-to-day management of the Fund’s portfolio, and agreed to recommend that shareholders of the Fund approve the Revised Restriction and the Proposed Agreements.

How does the Board recommend I vote?

The Board recommends that you voteFOR the Revised Restriction and each of the Proposed Agreements.

Why does the Board recommend that I vote for the Revised Restriction and each of the Proposed Agreements?

In summary, the Board considered a number of factors in making its recommendation, including Management’s informing the Board of the effect that the Revised Restriction would have on the Fund’s expense ratio and Management’s recommendation for enhanced portfolio management strategies and EPOLP’s commitment to providing resources necessary to assist the Fund’s portfolio managers in managing the Fund. The enclosed proxy statement discusses the Board’s considerations in depth.

Are there any other expected changes to the Fund’s investment strategies?

Yes. Management informed the Board that, unrelated to the Proposals and as a result of its review of the portfolio, the Fund will seek to maintain short positions through investments in derivative instruments, rather than short sales of securities.

What will be the effect on the Fund’s total expense ratio if the Fund maintains short positions through investments in derivative instruments, rather than through short sales of securities?

No dividend and interest expenses are incurred when the Fund takes short positions on securities using derivatives. Therefore, Management informed the Board that this change in strategy, which is unrelated to the Proposals, is expected to reduce the Fund’s total expense ratio by significantly reducing dividend and interest expenses on securities sold short.

Has Management agreed to cap expenses if the Proposals are implemented?

Yes. If the Proposals are approved by shareholders, the current expense limitations in effect would be replaced by LMPFA’s agreement to waive fees and/or reimburse Fund operating expenses (other than certain expenses as currently disclosed in the Fund’s prospectus), until December 31, 2019, so that total annual fund operating expenses do not exceed 1.45% for Class A, 2.20% for Class C, 1.45% for Class FI, 1.70% for Class R,

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1.10% for Class I and 1.00% for Class IS. In addition, total annual Fund operating expenses for Class IS shares would not exceed total annual Fund operating expenses for Class I shares.

Is the passage of one proposal contingent on the passage of the other proposals?

Yes. As noted above, approval of each Proposal is contingent on approval of each other Proposal, so that if any one of the Revised Restriction, Proposed Management Agreement and Proposed Subadvisory Agreement is not approved, none of the Proposals will be approved.

What happens if the Revised Restriction and the Proposed Agreements for the Fund are not approved?

If the Revised Restriction and Proposed Agreements are not approved, the current management agreement with LMPFA and subadvisory agreement with EPOLP would remain in effect, and the Fund would continue to be managed according to its current investment policies.

What if I have questions regarding the Proposals or the Meeting?

If you have any questions about the Proposals, please call1-855-723-7819 between the hours of 9:00 a.m. and 10:00 p.m. Eastern Time, Monday through Friday.

THE BOARD RECOMMENDS THAT YOU VOTE “FOR”

THE REVISED RESTRICTION, THE PROPOSED MANAGEMENT AGREEMENT

AND THE PROPOSED SUBADVISORY AGREEMENT.

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LEGG MASON PARTNERS EQUITY TRUST

EnTrustPermal Alternative Core Fund

620 Eighth Avenue

New York, New York 10018

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 5, 2018

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the shareholders of the EnTrustPermal Alternative Core Fund (the “Fund”), a series of Legg Mason Partners Equity Trust (the “Trust”), will be held at the offices of Legg Mason Partners Fund Advisor, LLC, 620 Eighth Avenue, New York, New York 10018 at 10:00 a.m. Eastern Time, on January 5, 2018, or at any adjournment(s) or postponement(s) thereof for the following purposes:

The Board of Trustees of the Trust (the “Board”) has set September 15, 2017 as the date (the “Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting. Shareholders of record at the close of business on the Record DateApril 1, 2020 are entitled to notice of, and to vote at the Meeting,Meetings and at any adjournments or postponements thereof, in connection with the Proposals. Athereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON JULY 14, 2020: The notice of special meeting of shareholders, Joint Proxy Statement is attachedand your form of proxy card are available at [    ].

If you own shares in more than one Fund as of the close of business on April 1, 2020, you may receive more than one proxy card. Please be certain to this Notice that describes the matter to be voted upon at the Meetingsign, date and return each proxy card you receive, or any adjournment(s) or postponement(s) thereof, and a Proxy Card is enclosed.

Your vote on the Proposals is important. Please vote your shares as soon as possible to save the expense of additional solicitations.You can vote quickly and easily by completing and mailing the enclosed Proxy Card, or by telephone or on the Internet. Please follow the instructions that appear on your enclosed Proxy Card to ensure your votes are properly and timely recorded.

Important Notice Regarding the Availability of Proxy MaterialsInternet for the Meeting: Theeach proxy statement and related materials are available at www.proxyvote.com.

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.card you receive.

By order of the BoardBoards of Trustees,

Robert I. Frenkel

Secretary

Legg Mason Partners Equity Trust

[October                     ], 20172020

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INSTRUCTIONS FOR SIGNING PROXY CARDSFunds Holding Special Meetings of Shareholders on July 14, 2020

THE FOLLOWING GENERAL RULES FOR SIGNING PROXY CARDS MAY BE OFNote: Each Fund is organized as a series of a Maryland statutory trust (a “Trust”). The Trusts are registered investment companies.

ASSISTANCE TO YOU AND AVOID THE TIME AND EXPENSE TO THE FUND IN VALIDATING

YOUR VOTE IF YOU FAIL TO SIGN YOUR PROXY CARD PROPERLY.

xivi

LEGG MASON PARTNERS EQUITY TRUST

EnTrustPermal Alternative Core FundLEGG MASON-SPONSORED FUNDS

620 Eighth Avenue, 49th Floor

New York, New YorkNY 10018

[    ], 2020

JOINT PROXY STATEMENT

This proxy statement (the “Proxy Statement”)Joint Proxy Statement is being furnished on behalf of the Board of Trustees (the “Board” and the members of which are referred to as “Trustees”) of Legg Mason Partners Equity Trust (the “Trust”) in connection with the solicitation by the Boards of Trustees (each, a “Board” and each Board member, a “Trustee” or a “Board Member”) of each of the Funds listed in the accompanying Notice of Special Meetings of Shareholders (each, a “Fund”) of proxies to be voted at special meeting (the “Meeting”)meetings of shareholders of EnTrustPermal Alternative Coreeach such Fund (the “Fund”), a series of the Trust, that willto be held on July 14, 2020 at the offices of Legg Mason Partners Fund Advisor, LLC,at 620 Eighth Avenue, 49th Floor, New York, New York 10018 (for each Fund, a “Meeting” and collectively, the “Meetings”) and at 10:any and all adjournments or postponements thereof. The Meetings, which are identified in the enclosed “Notice of Special Meeting of Shareholders,” will be held at 11:00 a.m. Eastern Time, on January 5, 2018, or at any adjournment(s) or postponement(s) thereof. This Proxy Statement and attached materials are being mailed on or about October 20, 2017.

(Eastern time). The purpose of the Meeting is for shareholders to consider and vote on the Proposals listed below and as more fully described herein:

Accompanying this Proxy Statement is a Proxy Card for shareholders to vote shares of their Fund at the Meeting. The Board has set September 15, 2017 as the record date (the “Record Date”)Meetings will be held for the determination of shareholders entitled to notice of and to vote at the Meeting.

Copies of the Fund’s most recent Annual Report and Semi-Annual Report to shareholders will be furnished without charge upon request by writing to the Fund at 100 First Stamford Place, Attn: Shareholder Services – 5th Floor, Stamford, Connecticut 06902 or by calling the following number:1-877-721-1926.

Important Notice Regarding the Availability of Proxy Materials for the Special Shareholder Meeting to be Held on January 5, 2018: The proxy statement and related materials are available at www.proxyvote.com.

Copies of the Fund’s most recent Annual Report and Semi-Annual Report to Shareholders are available on the Internet atwww.leggmason.com/mutualfundsliterature.

PROPOSALS

PROPOSAL 1: TO APPROVE A CHANGE TO THE FUND’S FUNDAMENTAL INVESTMENT RESTRICTION ON CONCENTRATION

PROPOSAL 2: TO APPROVE AN AMENDED AND RESTATED MANAGEMENT AGREEMENT BETWEEN THE TRUST AND LMPFA

PROPOSAL 3: TO APPROVE AN AMENDED AND RESTATED SUBADVISORY AGREEMENT BETWEEN LMPFA AND EPOLP

Background and Description of the Proposals

At a meeting of the Board of Trustees (the “Board”) of Legg Mason Partners Equity Trust (the “Trust”) held onJuly 25-26, 2017, the Board approved a proposal from Legg Mason Partners Fund Advisor, LLC (“LMPFA” or the “Manager”), the Fund’s investment manager, and EnTrustPermal Management LLC (“EnTrustPermal”), the Fund’s then-current subadviser, to change how the Fund’s investment strategy is implemented—specifically, from a“fund-of-funds” to a fund that will obtain greater exposure to asset classes and investment strategies through investment in exchange-traded funds (“ETFs”), securities and other instruments, rather than through investing more than 25% of its assets in mutual funds. In addition, the Board approved, subject to shareholder approval, a proposal to revise the Fund’s fundamental investment restriction (the “Revised Restriction”) relating to concentration of investments, under which the Fund would no longer be required to concentrate more than 25% of its assetspurposes set forth in the mutual fund industry. Under the Revised Restriction, the Fund would not be permitted to concentrate (i.e., invest more than 25%accompanying Notice of its assets) in any industry, subject to certain interpretations.

In connection with the changes described above, the Board also approved, subject to shareholder approval, an amended and restated management agreement between the Trust, on behalfSpecial Meeting of the Fund, and LMPFA (the “Proposed Management Agreement”) under which the management fee payable by the Fund would be increased from an annual rate of 0.65% of the Fund’s average daily net assets to an annual rate of 0.90% of the Fund’s average daily net assets up to and including $1 billion, declining to 0.85% on average daily net assets in excess of $1 billion and up to and including $2 billion and to 0.80% of average daily net assets in excess of $2 billion (the “Proposed Fee”).Shareholders.

The Board also approved, subject to shareholder approval, an amended and restated subadvisory agreement between LMPFA and EnTrustPermal Partners Offshore LP (“EPOLP”) with respect to the Fund (the “Proposed Subadvisory Agreement”). On [date], 2017, the Fund changed its subadviser from EnTrustPermal to EPOLP. EPOLP, a Delaware limited partnership, is a registered investment adviser and the surviving entity in a consolidation of multiple investment management entities that are subsidiaries of EnTrustPermal LLC. Under the Proposed Subadvisory Agreement, the subadvisory fees payable by LMPFA to EPOLP would be higher than the fees payable by LMPFA to EPOLP under the current subadvisory agreement. LMPFA currently pays an aggregate subadvisory fee to EPOLP and Western Asset Management Company (“Western Asset”) at the annual rate of 0.450% of the Fund’s average daily net assets up to and including $250 million, declining to 0.400% of the Fund’s average daily net assets over $250 million and up to and including $750 million and to 0.350% of average daily net assets over $750 million. LMPFA also currently pays EPOLP a separate fee of 0.05% of the Fund’s average daily net assets related to implementation of portfolio investment decisions and provision of compliance and portfolio execution services to the Fund. Under the Proposed Subadvisory Agreement, LMPFA

(not the Fund) would pay EPOLP and Western Asset an aggregate fee equal to 70% of the management fee paid to LMPFA, net of fee waivers and expense reimbursements.

A change in the fundamental concentration policy as well as increases in the management fee and subadvisory fee with respect to a registered investment company require approval by a majority of the company’s outstanding voting securities under the Investment Company Act of 1940 (the “1940 Act”) before they go into effect.

Approval of each ofFund has determined that the Revised Restriction, the Proposed Management Agreement and the Proposed Subadvisory Agreement will be contingent on approval of the other Proposals, so that if one of the Proposals is not approved, none of the Proposals will be approved. If the Proposals are not approved, the current management agreement with LMPFA and subadvisory agreement with EPOLP would remain in effect, and the Fund would continue to be managed according to its current investment policies.

The purposeuse of this Joint Proxy Statement is to solicit shareholder approval of the Proposals and to explain certain matters relating to the approval of the Proposals, including, but not limited to, the terms of the Revised Restriction as well as the terms of the Proposed Management Agreement and the Proposed Subadvisory Agreement (collectively, the “Proposed Agreements”), the factors considered by the Board in approving the Revised Restriction and the Proposed Agreements and the new fees to be paid to LMPFA under the Proposed Management Agreement and by LMPFA to EPOLP under the Proposed Subadvisory Agreement.

At thein-person Board meeting held on July25-26, 2017 (the “July Board Meeting”), LMPFA and EnTrustPermal Management LLC (“EnTrustPermal”), the Fund’s then-current subadviser, recommended revisions to the Fund’s fundamental investment restriction relating to concentration of investments and the approval of the Proposed Agreements in connection with the change to the fundamental investment restriction.

At the July Boardfor each Meeting the Board, including all the Trustees who are not “interested” persons of the Trust (the “Independent Trustees”), as defined in the 1940 Act, and who attended the meeting, approved the Revised Restriction and the Proposed Agreements, as well as the submission of the Revised Restriction and Proposed Agreements to the shareholders of the Fund for approval at the Meeting.

Proposal 1: Revised Restriction

The Fund’s current fundamental policy on concentration requires the Fund to concentrate (i.e., invest more than 25% of its assets) in the mutual fund industry. It is proposed that the Fund adopt the following fundamental policy on concentration:

“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.”

The revised policy on concentration would be accompanied by the following interpretation of the policy, which would not be part of the policy and would not be subject to shareholder vote:

“With respect to the fundamental policy relating to concentration set forth above, the 1940 Act does not define what constitutes ‘concentration’ in an industry. The staff of the Securities and Exchange Commission (the “SEC”) 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. A fund that invests a significant

percentage of its total assets in a single industry may be particularly susceptible to adverse events affecting that industry and may be more risky than a fund that does not concentrate in an industry. The Fund intends to include its investments in securities of other industry-specific investment companies for purposes of calculating the Fund’s industry concentration, to the extent practicable. The policy above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country; however, the Fund understands that the SEC staff considers securities issued by a foreign government to be in a single industry for purposes of calculating applicable limits on concentration. The policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries.”

Under Section 8(b)(1)(E) of the 1940 Act, every investment company is required to disclose in its registration statement its policy with respect to concentrating its investments in a particular industry or group of industries.
Section 13(a)(3) of the 1940 Act prohibits a fund from deviating from this concentration policy as recited in its registration statement unless authorized by a majority of its outstanding voting securities. As a result, shareholder approval is necessary to change the Fund’s current policy of concentrating more than 25% of its assets in the mutual fund industry. If the proposal is approved, the Fund would not be permitted to invest more than 25% of its assets in any industry.

LMPFA and EnTrustPermal recommended revision of the policy to change how the Fund’s investment strategy is implemented – specifically, from a“fund-of-funds” to a fund that will obtain greater exposure to asset classes and strategies through investment in exchange-traded funds (“ETFs”), securities and other instruments, rather than through investing more than 25% of its assets in mutual funds. It is anticipated that the ability to invest a greater portion of the Fund’s assets in ETFs as well as securities and other instruments will increase the flexibility to achieve the Fund’s investment objective of total return and enhance the subadviser’s risk management processes. It should also provide greater transparency to investors of the positions held by the Fund and enhance control of the Fund’s liquidity.

While the Fund will no longer be a“fund-of-funds,” if the Revised Restriction is approved the Fund would continue to invest in other investment companies, principally ETFs. Investing in ETFs should enable the subadviser to target the Fund’s investment exposures with greater precision, since ETFs are required to make their portfolios public every day. While the Fund will include investments in securities of industry-specific investment companies to the extent practicable when calculating its concentration in any industry, it does not intend to otherwise aggregate investments in investment companies. As a result, at times the Fund may have more than 25% of its assets invested in investment companies. Investing in ETFs would also likely lower the amount of “acquired fund fees and expenses” disclosed in the Fund’s prospectus fee table (as described in more detail below), since ETFs generally charge lower fees than comparable mutual funds.

Shareholder Approval

Approval of the Revised Restriction will require the affirmative vote of a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the voting power of the voting securities present at the

Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present at the Meeting or represented by proxy, or (b) more than 50% of the voting power of the outstanding voting securities of the Fund.

Approval of the Revised Restriction is contingent upon approval of each of the Proposed Agreements, so that if any one of them is not approved by shareholders, then none of them will be implemented. The Fund would continue to be managed according to its current investment policies.

Proposals 2 and 3: Proposed Management Agreement and Proposed Subadvisory Agreement

Information about the Fund, LMPFA and EPOLP

The Fund

The Fund is a series of the Trust, a Maryland statutory trust. The Trust entered into the current investment management agreement with LMPFA, on behalf of the Fund, on April 9, 2009.

LMPFA

LMPFA is a wholly-owned subsidiary of Legg Mason, a global asset management company. The current investment management agreement was approved by the Fund’s initial shareholder on April 9, 2009.

No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with LMPFA or its affiliates since the beginning of the Fund’s most recently completed fiscal year. Jane Trust, an interested trustee of the Trust, serves as President and Chief Executive Officer of LMPFA. The list of principal executive officers and directors of LMPFA and their principal occupations is set forth on Exhibit D.

EPOLP

Unrelated to this Proxy Statement, EPOLP became the Fund’s subadviser as of [DATE], 2017. EPOLP, a Delaware limited partnership with offices at 375 Park Avenue, New York, New York 10152, is a registered investment adviser and the surviving entity in a consolidation of multiple investment management entities that are subsidiaries of EnTrustPermal LLC, a holding company formed to administer the combined businesses of EnTrust Capital (“EnTrust”) and The Permal Group. EPOLP is a separate subsidiary of EnTrustPermal LLC, which is owned 65% by Legg Mason and 35% by Gregg S. Hymowitz and entities controlled by him.

The current subadvisory agreement with respect to the Fund between LMPFA and EPOLP was approved by the Trust’s Board at the July Board Meeting. The current subadvisory agreement is substantially similar, except for the name of the subadviser and the date of the agreement, to the prior subadvisory agreement between LMPFA and EnTrustPermal. The subadvisory agreement with EnTrustPermal was submitted to the Fund’s shareholders as a result of a change in control of EnTrustPermal (formerly known as Permal Asset Management LLC). The subadvisory agreement between LMPFA and EnTrustPermal was approved by shareholders at a meeting held on May 20, 2016.

No Trustee of the Trust has, or has had, any material interest in, or a material interest in a material transaction with EPOLP or its affiliates since the beginning of the Fund’s most recently completed fiscal year. No officers or Trustees of the Trust are officers, employees, directors or shareholders of EPOLP. The list of principal executive officers and partners of EPOLP and their principal occupations is set forth on Exhibit D.

Comparison of Current and Proposed Management Agreements

LMPFA serves as investment manager to the Fund pursuant to an investment management agreement (the “Current Management Agreement”). LMPFA provides administrative and certain oversight services to the Fund as part of its investment management services.

LMPFA has agreed, under the Current Management Agreement, subject to the supervision of the Fund’s Board, to provide the Fund with investment research, advice, management and supervision; furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objective, policies and restrictions; and place orders pursuant to its investment determinations. LMPFA is permitted to enter into contracts with subadvisers or subadministrators, subject to the Board’s approval. LMPFA has entered into subadvisory arrangements.

LMPFA performs administrative and management services as reasonably requested by the Fund necessary for the operation of the Fund, such as (i) supervising the overall administration of the Fund, including negotiation of contracts and fees with and the monitoring of performance and billings of the Fund’s transfer agent, shareholder servicing agents, custodian and other independent contractors or agents; (ii) providing certain compliance, Fund accounting, regulatory reporting and tax reporting services; (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders; (iv) maintaining the Fund’s existence; and (v) maintaining the registration and qualification of the Fund’s shares under federal and state laws.

The Proposed Management Agreement is substantially similar to the Current Management Agreement, except for the fees payable under the agreements and the dates of the agreements. For its services under the Current Management Agreement, LMPFA receives an investment management fee that is calculated daily and paid monthly at an annual rate of 0.65% of the Fund’s average daily net assets (including assets invested in its subsidiary).

Pursuant to the Proposed Management Agreement, the management fee would be calculated daily and paid monthly at the annual rate of 0.90% on the Fund’s average daily net assets (including assets invested in its subsidiary) up to and including $1 billion, declining to 0.85% on average daily net assets in excess of $1 billion and up to and including $2 billion and to 0.80% of average daily net assets in excess of $2 billion. As of June 30, 2017, the Fund’s assets were approximately $355 million, and as a result the Fund would not receive the benefit of the breakpoints in the Proposed Fee. The Proposed Management Agreement appears as Exhibit B of this Proxy Statement.

Current Fees and Expenses

The fee table below shows the Fund’s management fees, current distribution and/or service(12b-1) fees and other expenses for the semiannual period ended June 30, 2017. Acquired fund fees and expenses are estimated based on the Fund’s allocations as of June 30, 2017 to mutual funds, ETFs and other types of underlying funds and assume that the Fund has invested 25% of its assets in mutual funds as is currently required. Dividend and interest expenses on securities sold short represent the amount incurred as of June 30, 2017.

Shareholder fees (fees paid directly from your investment)
		Class A				Class C				Class FI				Class R				Class I				Class IS
Maximum sales charge (load) imposed on purchases (as a % of offering price)			5.75	1,2			None				None				None				None				None
Maximum deferred sales charge (load) as a % of the lower of net asset value at purchase or redemption)3			None	4			1.00				None				None				None				None
Small account fee5		$	15			$	15				None				None				None				None
Annual fund operating expenses (%) (expenses that you pay each year as a percentage of the value of your investment)
		Class A				Class C				Class FI				Class R				Class I				Class IS
Management fees			0.65				0.65				0.65				0.65				0.65				0.65
Distribution and/or service(12b-1) fees			0.25				1.00				0.25				0.50				None				None
Other expenses			0.24				0.22				0.24				0.31	6			0.20				0.16
Dividend and interest expenses on securities sold short			0.39				0.39				0.39				0.39				0.39				0.39
Acquired fund fees and expenses			0.40				0.40				0.40				0.40				0.40				0.40
Total annual Fund operating expenses7			1.93				2.66				1.93				2.25				1.64				1.60
Fees waived or expenses reimbursed8			—				—				—				(0.06	)			—				—
Total annual Fund operating expenses after waiving fees and/or reimbursing expenses			1.93				2.66				1.93				2.19				1.64				1.60

and expenses, dividend and interest expenses on securities sold short and extraordinary expenses) so that total annual Fund operating expenses will not exceed 1.15% for Class A shares, 1.90% for Class C shares, 1.15% for Class FI shares, 1.40% for Class R shares, 0.90% for Class I shares and 0.90% for Class IS shares, subject to recapture as described below. In addition, total annual Fund operating expenses for Class IS shares will not exceed total annual Fund operating expenses for Class I shares, subject to recapture as described below. Total annual Fund operating expenses after waiving fees and/or reimbursing expenses exceed the expense cap as a result of acquired fund fees and expenses, brokerage commissions on purchases and sales of ETFs and dividend and interest expense on securities sold short. These arrangements cannot be terminated prior to December 31, 2018 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 Fund operating expenses have fallen to a level below the limits described above. In no case will the Manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect.

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:

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Fees and Expenses if the Proposals Are Approved

The fee table below shows the distribution and/or service(12b-1) fees and other expenses for the period ended June 30, 2017. Management fees are shown as the Proposed Fee. Acquired fund fees and expenses are estimated based on the Fund’s proposed allocations to mutual funds, ETFs and other types of underlying funds and assume that the Fund is no longer required to invest more than 25% of its assets in mutual funds. Dividend and interest expenses on securities sold short represent the amount incurred as of June 30, 2017.

Shareholder fees (fees paid directly from your investment)
		Class A				Class C				Class FI				Class R				Class I				Class IS
Maximum sales charge (load) imposed on purchases (as a % of offering price)			5.75	1,2			None				None				None				None				None
Maximum deferred sales charge (load) as a % of the lower of net asset value at purchase or redemption)3			None	4			1.00				None				None				None				None
Small account fee5		$	15			$	15				None				None				None				None
Annual fund operating expenses (%) (expenses that you pay each year as a percentage of the value of your investment)
		Class A				Class C				Class FI				Class R				Class I				Class IS
Management fees			0.90				0.90				0.90				0.90				0.90				0.90
Distribution and/or service(12b-1) fees			0.25				1.00				0.25				0.50				None				None
Other expenses			0.24				0.22				0.24				0.31	6			0.20				0.16
Dividend and interest expenses on securities sold short7			0.39				0.39				0.39				0.39				0.39				0.39
Acquired fund fees and expenses8			0.11				0.11				0.11				0.11				0.11				0.11
Total annual Fund operating expenses9			1.89				2.62				1.89				2.21				1.60				1.56
Fees waived or expenses reimbursed10			—				—				—				(0.01	)			—				(0.06	)
Total annual Fund operating expenses after waiving fees and/or reimbursing expenses			1.89				2.62				1.89				2.20				1.60				1.50

8

“Acquired fund fees and expenses” are estimated to reflect that if the Proposals are approved by shareholders, the Fund will no longer invest more than 25% of its assets in the mutual fund industry. This estimate is based on the subadviser’s proposed allocations to mutual funds, ETFs and other underlying funds if the Proposals are approved by shareholders and is subject to change.

9

Total annual Fund operating expenses do not correlate with the ratios of expenses to average net assets reported in the consolidated financial highlights tables in the Fund’s Prospectus and in the Fund’s shareholder reports, which reflect the Fund’s operating expenses and do not include acquired fund fees and expenses.

10

If the Proposals are approved by shareholders, the Manager will agree to waive fees and/or reimburse operating expenses (other than interest, brokerage (including brokerage commissions on purchases and sales ofclosed-end funds, ETFs, exchange-traded notes and other assets), taxes, incentive or performance-based fees of underlying funds, acquired fund fees and expenses, dividend and interest expenses on securities sold short and extraordinary expenses) so that total annual Fund operating expenses will not 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, 1.10% for Class I shares and 1.00% for Class IS shares, subject to recapture as described below. In addition, total annual Fund operating expenses for Class IS shares will not exceed total annual Fund operating expenses for Class I shares, subject to recapture as described below. Total annual Fund operating expenses after waiving fees and/or reimbursing expenses are expected to exceed the expense cap as a result of acquired fund fees and expenses, brokerage commissions on purchases and sales of ETFs and dividend and interest expenses on securities sold short. If the Proposals are approved by shareholders, these arrangements will continue until December 31, 2019 and cannot be terminated without the Board of Trustees’ consent. The Manager would be permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year if the class’ total annual Fund operating expenses have fallen to a level below the limits described above. In no case would the Manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect.

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:

Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Unrelated to the Proposals, dividend and interest expenses on securities sold short are estimated to decrease to 0.10%. The Fund intends to increase its use of derivatives to take short positions, rather than selling securities short, and the Fund does not incur dividend and interest expenses on securities sold short when it takes short positions using derivatives. If dividend and interest expenses of 0.10% were reflected in the table above, total annual Fund operating expenses after waiving fees and/or reimbursing expenses would be 1.60% for Class A shares, 2.33% for Class C shares, 1.60% for Class FI shares, 1.91% for Class R shares, 1.31% for Class I shares and 1.21% for Class IS shares.

During the fiscal year ended December 31, 2016, the Fund paid $1,568,970 in gross management fees to LMPFA, of which $121,932 in fees were waived pursuant to the contractual expense limitation, for management fees net of the contractual limitation of $1,447,038 and an effective fee rate of 0.60% of the Fund’s average daily net assets. If the Proposed Management Agreement had been in effect during the fiscal year ended December 31, 2016, the gross management fees payable by the Fund to LMPFA would have been $2,172,420, of which $185,971 in fees would have been waived pursuant to the contractual expense limitation that will go into effect if the Proposals are approved, for management fees net of the contractual limitation of $1,986,449, representing an increase of 37% over the management fees net of the contractual expense limitation paid by the Fund. LMPFA also agreed to voluntarily waive additional fees during the Fund’s fiscal year. Voluntary waivers, unlike contractual expense limitations, may be terminated or continued at any time, solely at the discretion of the Manager.¹

Terms of the Proposed Management Agreement

The Proposed Management Agreement appears as Exhibit B of this Proxy Statement. The following summary of the terms of the Proposed Management Agreement is qualified in its entirety by reference to the attached Exhibit. The terms of the Proposed Management Agreement are not materially different from the terms of the Current Management Agreement, except for the fees payable under the agreements and the dates of the agreements.

The Proposed Management Agreement provides, among other things, that:

(i) Subject to the supervision of the Board, LMPFA shall regularly provide the Fund with investment research, advice, management and supervision and shall furnish a continuous investment program for the Fund’s portfolio of securities and other investments consistent with the Fund’s investment objective, policies and restrictions, as stated in the Fund’s current prospectus and statement of additional information;

(ii) The Fund shall compensate LMPFA for its services, as described above;

(iii) Subject to the direction and control of the Board, LMPFA is authorized to enter into contracts with one or more subadvisers or subadministrators;

(iv) Subject to the direction and control of the Board, LMPFA shall perform such administrative and management services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund;

(v) LMPFA is authorized to select the brokers or dealers to effect portfolio transactions for the Fund;

(vi) LMPFA shall oversee the maintenance of all books and records in accordance with all applicable federal and state laws and regulations, and shall surrender promptly to the Fund any of such records upon the Fund’s request; and

(vii) LMPFA, at its expense, shall supply the Board and officers of the Trust with all information and reports reasonably required by them and reasonably available to LMPFA.

If the Proposals are approved by Fund shareholders, the Proposed Management Agreement shall continue in effect for an initial term beginning upon the date of shareholder approval and continue in effect through two years from that date. Thereafter, the Proposed Management Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to the Proposed Management Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Proposed Management Agreement will terminate automatically upon its assignment by LMPFA and may not be assigned by the Trust without the consent of LMPFA. The Proposed Management Agreement may also be terminated without penalty by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on not more than 60 days’ nor less than 30 days’ written notice to LMPFA, or by LMPFA without penalty on 90 days’ written notice to the Trust.

Proposed Subadvisory Agreement

EPOLP currently serves as subadviser to the Fund pursuant to an agreement between it and LMPFA. LMPFA currently pays an aggregate subadvisory fee to EPOLP and Western Asset Management Company (“Western Asset”) at the annual rate of 0.450% of the Fund’s average daily net assets up to and including $250 million, declining to 0.400% of the Fund’s average daily net assets over $250 million and up to and including $750 million and to 0.350% of average daily net assets over $750 million. LMPFA also currently pays EPOLP a separate fee of 0.05% of the Fund’s average daily net assets related to implementation of portfolio investment decisions and provision of compliance and portfolio execution services to the Fund. Under the Proposed Subadvisory Agreement, LMPFA (not the Fund) would pay EPOLP an aggregate fee equal

to 70% of the management fee paid to LMPFA for all services provided by EPOLP, net of fee waivers and expense reimbursements and the fee paid to Western Asset for management of the Fund’s cash and short-term investments allocated to it.

The fees payable by LMPFA to EPOLP under the Proposed Subadvisory Agreement are higher than the fees payable by LMPFA under the current subadvisory agreement. During the fiscal year ended December 31, 2016, LMPFA paid $1,206,900 in gross subadvisory fees. If the Proposed Subadvisory Agreement had been in effect during the fiscal year ended December 31, 2016, the subadvisory fees payable by LMPFA to EPOLP would have been $1,520,694, representing an increase of 26% over the subadvisory fees paid during this period.

Comparison of Current and Proposed Subadvisory Agreements

The principal difference between the current subadvisory agreement and the Proposed Subadvisory Agreement is the Proposed Subadvisory Agreement does not specify that EPOLP will provide the Fund with implementation of portfolio investment decisions, trade placement services, certain compliance monitoring services and exercise of proxy voting rights and rights to corporate actions and receive a separate fee by LMPFA for those services. All of those services will continue to be provided by EPOLP and are included in the subadvisory fee.

Terms of the Proposed Subadvisory Agreement

The Proposed Subadvisory Agreement appears as Exhibit C of this Proxy Statement. The following summary of the terms of the Proposed Subadvisory Agreement is qualified in its entirety by reference to the attached Exhibit. The terms of the Proposed Subadvisory Agreement are not materially different from the terms of the Current Subadvisory Agreement, except for the fees payable under the agreements and the dates of the agreements, as well as the difference described above in “Comparison of Current and Proposed Subadvisory Agreements.”

The Proposed Subadvisory Agreement provides, among other things, that:

(i) Subject to the supervision of the Board and LMPFA, EPOLP shall regularly provide the Fund with respect to such portion of the Fund’s assets (including the assets of any subsidiary of the Fund) as shall be allocated to EPOLP by LMPFA from time to time (the “Allocated Assets”) with investment research, advice, management and supervision and shall furnish a continuous investment program for the Allocated Assets consistent with the Fund’s investment objective, policies and restrictions, as stated in the Fund’s current prospectus and statement of additional information;

(iii) LMPFA shall compensate EPOLP for its services, as described above;

(iv) EPOLP may delegate to any other one or more companies that EPOLP controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of EPOLP’s duties under the Proposed Subadvisory Agreement, provided that EPOLP will supervise the activities of each such entity or employees thereof, that such delegation will not relieve EPOLP of any of its duties or obligations under the Proposed Subadvisory Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act, exemptive relief thereunder or interpretive guidance of the SEC staff;

(v) EPOLP is authorized to select the brokers or dealers to effect portfolio transactions for the Fund;

(vi) EPOLP shall keep, and shall arrange for the preservation of, records relating to its services in accordance with all applicable laws and in compliance with the 1940 Act and applicable rules thereunder, and shall surrender promptly to the Fund any of such records upon the Fund’s request; and

(vii) EPOLP, at its expense, shall supply the Board, the officers of the Trust and LMPFA with all information and reports reasonably required by them and reasonably available to EPOLP relating to the services provided by EPOLP under the Proposed Subadvisory Agreement.

If the Proposals are approved by Fund shareholders, the Proposed Subadvisory Agreement shall continue in effect for an initial term beginning upon the date of shareholder approval and continue in effect through two years from that date. Thereafter, the Proposed Subadvisory Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i) by the Board or (ii) by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board members who are not interested persons of any party to the Proposed Subadvisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Proposed Subadvisory Agreement terminates automatically upon its assignment by EPOLP and may not be assigned by LMPFA without the consent of EPOLP. The Proposed Subadvisory Agreement may also be terminated without penalty by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on not more than 60 days’ nor less than 30 days’ written notice to EPOLP, or by EPOLP without penalty on 90 days’ written notice to the Trust, and will be terminated upon the mutual written consent of LMPFA and EPOLP.

Factors Considered by the Board of Trustees

At the July Board Meeting, the Board, including the Independent Trustees, discussed and approved the Revised Restriction, the Proposed Management Agreement between LMPFA, the Fund’s investment manager, and the Trust, on behalf of the Fund, and the Proposed Subadvisory Agreement between LMPFA and EPOLP with respect to the Fund, pursuant to which LMPFA and EPOLP would continue to provideday-to-day management of the Fund’s portfolio, and agreed to recommend that shareholders of the Fund approve the Revised Restriction and the Proposed Agreements.

Management informed the Board that, as a result of the successful combination of EnTrust Capital and The Permal Group that resulted in EnTrustPermal having a stronger, more robust alternative investments platform, EnTrustPermal and Legg Mason undertook an internal review to determine how to take advantage of this platform for the benefit of the Fund and its shareholders. As a result of this initiative, EnTrustPermal and Legg Mason recommended that the Fund invest to a greater extent directly in securities, ETFs and other instruments, which have been determined to be the primary contributors to Fund performance over the past three years. The Fund is currently a“fund-of-funds” and, as a fundamental policy, must invest more than 25% of its assets in the mutual fund industry. To enable the Fund to revise its investment strategy as recommended, the Board of Trustees approved the Revised Restriction, subject to shareholder approval.

Management informed the Board that removing this requirement will enable the Fund to have greater exposure to various asset classes and investment strategies through investments in ETFs, securities and other instruments, rather than through investing more than 25% of its assets in other mutual funds, and, as a result, should help reduce the Fund’s total expense ratio. It was noted that, by investing more than 25% of its assets in

other mutual funds, the Fund’s annual fund operating expenses disclosed in the prospectus has reflected Acquired Fund Fees and Expenses (“AFFE”) of 0.54% (as of December 31, 2016—the Fund’s fiscal year end) and up to 1.01% (as of the Fund’s fiscal year end in 2015). In addition, Management informed the Board that, unrelated to the Proposals and as a result of its review of the portfolio, the Fund will seek to maintain short positions through investments in derivative instruments, rather than short sales of securities. Management informed the Board that this change in strategy is also expected to reduce the Fund’s total expense ratio by significantly reducing dividend and interest expenses on securities sold short. Such expenses, which were 0.57% as of December 31, 2016, are expected to decrease to 0.10%.

In light of the proposed revision to the manner in which the Fund’s investment strategy would be implemented, Management recommended that the annual management fee payable to LMPFA by the Fund be increased from 0.65% of average daily net assets to up to 0.90% of average daily net assets and that the fee payable to EPOLP by LMPFA also be increased. Management informed the Board of its belief that the proposed increases to the management and subadvisory fees should allow the subadviser to further extend the reach of the current portfolio management team and expand the resources to be dedicated to the management of the Fund’s portfolio. Management informed the Board that it anticipates that the new approach will be more research-intensive than the Fund’s current investment program and that the additional fees will facilitate greater investments in technology as well as in third party research services, and will permit the addition of new analysts, where needed, to help the Fund pursue its revised investment approach.

The Board considered information presented to them as part of the annual agreement review process at theOctober 31-November 1, 2016 Board meeting (the “November Board Meeting”), as well as information about LMPFA and EPOLP received at the July Board Meeting. Management stated that there were no material changes to the information presented at the November Board Meeting relevant to the Board’s consideration of the Proposed Agreements, other than the information about EPOLP and the proposed revision to the manner in which the Fund’s investment strategy would be implemented and increases in the management and subadvisory fees. In connection with the July Board Meeting and in accordance with Section 15(c) of the 1940 Act, the Board requested, and LMPFA and EnTrustPermal provided, materials relating to LMPFA, EPOLP and the increase in advisory and subadvisory fees in connection with the Board’s consideration of whether to approve the Proposed Agreements. This included a description of LMPFA and EPOLP and their business activities, personnel and affiliates. The Board noted that the services provided under the Proposed Agreements will be substantially identical to those provided under the current management and subadvisory agreements, except for the fees. Management represented that under the Proposed Agreements there would be no diminution in services provided by LMPFA. The Board also considered the substance of discussions with representatives of LMPFA and EnTrustPermal at the July Board Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under the 1940 Act.

After due consideration, the Board of Trustees approved, subject to shareholder approval, the fee increases. If the Proposals are approved by shareholders, the current expense limitations in effect would be replaced by LMPFA’s agreement to waive fees and/or reimburse Fund operating expenses (other than certain expenses as currently disclosed in the Fund’s prospectus), until December 31, 2019, so that total annual Fund operating expenses do not exceed 1.45% for Class A, 2.20% for Class C, 1.45% for Class FI, 1.70% for Class R, 1.10% for Class I and 1.00% for Class IS. In addition, total annual Fund operating expenses for Class IS shares would not exceed total annual Fund operating expenses for Class I shares.

In voting to approve the Proposed Agreements, the Board considered whether the approval of the Proposed Agreements would be in the best interests of the Fund and its shareholders, an evaluation based on several factors including those discussed below. The Independent Trustees were separately represented by counsel that is independent of LMPFA, EnTrustPermal and EPOLP in connection with their consideration of approval of the Proposed Agreements. The factors discussed below were also considered separately by the Independent Trustees in executive sessions during which such independent counsel provided guidance to the Independent Trustees. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the Proposed Agreements. Based on their discussions and considerations, including those described below, the Board, including the Independent Trustees, approved the Proposed Agreements to become effective upon shareholder approval for atwo-year term. It is currently anticipated, however, that the Proposed Agreements will be reviewed by the Board as part of its annual review of advisory arrangements for the Fund in the fall of 2018.

Nature, Extent and Quality of the Services to be provided to the Fund under the Proposed Agreements

At the November Board Meeting, the Board received and considered information regarding the nature, extent and quality of services provided to the Fund by LMPFA and EnTrustPermal under the current management agreement and subadvisory agreement, respectively, during the past year. The Trustees also considered LMPFA’s supervisory activities over EnTrustPermal and Western Asset. In addition, the Independent Trustees received and considered other information regarding the administrative and other services rendered to the Fund and its shareholders by LMPFA. The Board noted information received at regular meetings throughout the year related to the services rendered by LMPFA in its management of the Fund’s affairs and by EnTrustPermal in theday-to-day management of the Fund’s portfolio, and LMPFA’s role in coordinating the activities of EnTrustPermal and Western Asset and the Fund’s other service providers. The Board’s evaluation of the services provided by LMPFA and EnTrustPermal took into account the Board’s knowledge and familiarity gained as Trustees of funds in the Legg Mason fund complex, including the scope and quality of the investment management and other capabilities of LMPFA and EnTrustPermal and the quality of LMPFA’s administrative and other services. The Board reviewed the qualifications, backgrounds and responsibilities of the Fund’s senior personnel and EnTrustPermal’s portfolio management team primarily responsible for theday-to-day portfolio management of the Fund. The Board observed that the scope of services provided by LMPFA had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Fund’s compliance programs. The Board reviewed information received from the Trust’s Chief Compliance Officer (“CCO”) regarding the Fund’s compliance policies and procedures established pursuant to Rule38a-1 under the 1940 Act.

At the July Board Meeting, the Board received and considered information regarding the fact that there would be no diminution in the nature, extent and quality of services to be provided to the Fund by LMPFA and EnTrustPermal (EPOLP) under the Proposed Agreements from that provided under the current agreements. In addition, the Board received and considered information demonstrating that the successful combination of EnTrust Capital and The Permal Group in 2016 resulted in EnTrustPermal having a stronger, more robust alternative investments platform and describing Management’s determination as to how to take advantage of this platform for the benefit of the Fund and its shareholders. The Trustees then discussed with Management the portfolio management strategies recommended, which proposed that the Fund invest to a greater extent directly in securities, ETFs and other instruments, noting information provided by Management indicating that these investments have been the primary contributors to Fund performance over the past three years. The

Trustees noted that EPOLP was committed to providing the resources necessary to assist the Fund’s portfolio managers in managing the Fund. The Board also considered, based on its knowledge of Legg Mason, the financial resources that will be available to LMPFA and EPOLP.

The Board concluded that, overall, it was satisfied with the nature, extent and quality of services expected to be provided under the Proposed Agreements.

Fund Performance

The Trustees considered the investment performance of the Fund as a factor in evaluating the Proposed Agreements during the July Board Meeting. At the November Board Meeting, the Board received and reviewed performance information for the Fund and for all retail and institutional alternative multi-strategy funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to determine the similarity of the Fund with the funds included in the Performance Universe. The Trustees noted that they also had received and discussed with Management at periodic intervals information on the investment performance of the Fund in comparison to similar mutual funds and benchmark performance indices. The information comparing the Fund’s performance to that of the Performance Universe was for theone-, three- and five-year periods ended June 30, 2016. The Fund performed better than the median performance of the funds in the Performance Universe for each period and was ranked in the first quintile of the funds in the Performance Universe for the three- and five-year periods. The Board also reviewed information prepared by Lipper comparing the Fund’s annualized total return for the three-year period ended June 30, 2016 in relation to the Fund’s standard deviation to that of the funds in the Performance Universe. At the July Board Meeting, the Board received and reviewed performance information for the Fund and the funds included in the Performance Universe. This information compared the Fund’s performance to that of the Performance Universe for theone-, three- and five-year periods ended May 31, 2017, among other periods. The Fund continued to perform better than the median performance of the funds in the Performance Universe for each period and was ranked in the first quintile of the funds in the Performance Universe for theone-, three- and five-year periods. Based on its reviews at the November Board Meeting and July Board Meeting, the Board was satisfied with the Fund’s performance.

The Trustees discussed with representatives of EnTrustPermal (EPOLP) the proposed change to how the Fund’s investment strategy would be implemented—specifically, from a“fund-of-funds” to a fund that will obtain greater exposure to asset classes and investment strategies through investment in ETFs, securities and other instruments, rather than through investing more than 25% of its assets in mutual funds, noting that these investments were determined by Management to have been the primary contributors to Fund performance over the past three years. The Trustees considered the fact that the persons responsible for portfolio management of the Fund under EPOLP were anticipated to remain the same. The Trustees noted that the Fund’s Performance Universe would not change as a result of the proposed revision to the manner in which the Fund’s investment strategy would be implemented.

Management Fees and Expense Ratios

At the November Board Meeting, the Board reviewed and considered the contractual management fee (the “Contractual Management Fee”) payable by the Fund to LMPFA pursuant to the Fund’s current management agreement and the fees payable by LMPFA to EnTrustPermal pursuant to the current subadvisory agreement in

light of the nature, extent and quality of the management and subadvisory services provided by LMPFA and EnTrustPermal, respectively. The Board noted that LMPFA, and not the Fund, pays the subadvisory fees to EnTrustPermal and, accordingly, that the retention of EnTrustPermal does not increase the fees and expenses incurred by the Fund. In addition, because of LMPFA’s fee waiver and/or expense reimbursement arrangement that was in effect for the Fund, which reduced the management fee paid to LMPFA, the Board also reviewed and considered the actual management fee rate (after taking into account waivers and reimbursements) (the “Actual Management Fee”). The Board received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee and the Fund’s overall expense ratio with those of a group of nine institutional actively and passively managed affiliated and unaffiliated alternative multi-strategy funds of funds selected by Lipper as comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Lipper consisting of all institutional actively and passively managed affiliated and unaffiliated alternative multi-strategy funds of funds (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee and Actual Management Fee were lower than the median of management fees paid by the funds in the Expense Group, but that the Fund’s Actual Management Fee was higher than the median of management fees paid by the funds in the Expense Universe. This information also showed that the Fund’s total expense ratio (including underlying fund expenses) was lower than the median of the total expense ratios of the funds in the Expense Group and the funds in the Expense Universe. The Trustees also noted LMPFA’s fee waiver and/or expense reimbursement arrangement. In addition, the Board determined that the fees charged by LMPFA and EnTrustPermal under the current management agreement and current subadvisory agreements, respectively, with respect to the Fund, were for services provided in addition to, and were not duplicative of, services provided under the advisory contracts of the underlying funds in which the Fund invested.

In light of the proposed revision to the manner in which the Fund’s investment strategy would be implemented, Management recommended at the July Board Meeting that the annual management fee payable to LMPFA by the Fund be increased and that the fee payable to EPOLP by LMPFA also be increased. Management informed the Board of its belief that the proposed increases to the management and subadvisory fees should allow the subadviser to further extend the reach of the current portfolio management team and expand the resources to be dedicated to the management of the Fund’s portfolio. Management informed the Board that it anticipates that the new approach will be more research-intensive than the Fund’s current investment program and that the additional fees will facilitate greater investments in technology as well as in third party research services, and will permit the addition of new analysts, where needed, to help the Fund pursue its revised investment approach. The Board received and considered information comparing the Fund’s proposed Contractual Management Fee and the Fund’s overall estimated expense ratio, assuming implementation of the revised investment strategy, with those of a group of twelve funds selected by Management from Morningstar’s Multi-alternative U.S. Funds Category as comparable to the Fund using the revised investment strategy (the “Revised Expense Group”). This information showed that the Fund’s proposed Contractual Management Fee was lower than the average management fee paid by the funds in the Revised Expense Group and that the Fund’s total estimated expense ratio (including underlying fund expenses) was also lower than the average of the total expense ratios of the funds in the Revised Expense Group. The Trustees also noted LMPFA’s fee waiver and/or expense reimbursement arrangement, if the Proposals are approved by shareholders, which could not be terminated prior to December 31, 2019 without the Board of Trustees’ consent.

Manager Profitability

At the November Board Meeting, the Board received and considered a profitability analysis of LMPFA and its affiliates in providing services to the Fund. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received information with respect to LMPFA’s allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed LMPFA’s methodology. The Board noted the profitability percentage ranges determined by appropriate court cases to be reasonable given the services rendered to investment companies. The Board determined that LMPFA’s profitability was not excessive in light of the nature, extentsimilar matters being considered and qualityvoted on by the shareholders of each Fund. The Meetings are being held together for convenience, but each Meeting is a separate meeting. This Joint Proxy Statement and the services providedaccompanying materials are being mailed by the Boards to the Fund. At the July Board Meeting, the Board took into consideration LMPFA’s fee waiver and/shareholders on or expense reimbursement arrangement, if the Proposals are approved by shareholders, and its potential effect on LMPFA’s profitability. The Board recognized that, because EnTrustPermal’s (EPOLP’s) feeabout [    ], 2020.

Each Fund is paid by LMPFA, and not the Fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the Management Agreement with LMPFA.

Economies of Scale

At the November Board Meeting, the Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets grow, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Board noted that to the extent the Fund’s assets increase over time, the Fund and its shareholders should realize economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Board noted that it appeared that the benefits of any economies of scale also would be appropriately shared with shareholders through increased investment in fund management and administration resources.

At the July Board Meeting, the Board noted that Management proposed breakpoints in the Fund’s Contractual Management Fee, reflecting the potential for reducing the Contractual Management Fee as the Fund’s assets grow. The Board noted that the Fund’s assets had not yet reached the specified asset level at which a breakpoint to its proposed Contractual Management Fee would be triggered under the Proposed Management Agreement. The Board noted, however, that the proposed Contractual Management Fee increases the potential for sharing economies of scale with shareholders to the extent the Fund’s assets grow than if no breakpoints were in place.

Other Benefits to LMPFA and EnTrustPermal (EPOLP)

At the November Board Meeting, the Board considered other benefits received by LMPFA and its affiliates, including EnTrustPermal,organized as a resultseries of their relationship with the Fund. In light of the costs of providing investment management and other services to the Fund and LMPFA’s and EnTrustPermal’s commitment to the Fund, any other ancillary benefits that they and their affiliates received were considered reasonable. At the July Board Meeting, the Board also determined that any such ancillary benefits to be received by LMPFA and its affiliates, including EPOLP, as a result of their relationship with the Fund were reasonable.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, including a majority of the Independent Trustees, approved, and recommends that shareholders approve, the Proposed Agreements for the Fund.

Shareholder Approval

Approval of the Proposals will require the affirmative vote of a majority of the outstanding voting securities of the Fund, as defined in the 1940 Act, with respect to each Proposal. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the voting power of the voting securities present at the Meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are present at the Meeting or represented by proxy, or (b) more than 50% of the voting power of the outstanding voting securities of the Fund.

As noted above, approval of each of the Proposed Agreements is contingent upon each other and upon approval of the change to the Fund’s current fundamental policy on concentration, so that if any one of them is not approved by shareholders, then none of them will be implemented.

Ownership of Shares

Information as to shareholders that owned or held of record 5% or more of the outstanding shares of a class of the Fund as of September 15, 2017 is set forth in Exhibit E.

Brokerage Commissions to Affiliates

The Fund did not pay brokerage commissions to affiliates for the fiscal year ended December 31, 2016.

Other Service Agreements

For the fiscal year ended December 31, 2016, the Fund paid an aggregate amount of $410,670 in distribution fees to Legg Mason Investment Services, LLC (“LMIS”), a wholly-owned broker/dealer subsidiary of Legg Mason. LMIS serves as the Fund’s sole and exclusive distributor and is located at 100 International Drive, Baltimore, Maryland 21202. LMIS will continue to provide services to the Fund upon the approval of the Revised Restriction and Proposed Agreements.

VOTING INFORMATION

General

The Trust is a Maryland statutory trust organized on October 4, 2006.(a “Trust”). The Trusts are registered investment companies. A Maryland statutory trust is an unincorporated business association that is established under, and governed by, Maryland law. Maryland law provides a statutory framework for the powers, duties, rights and obligationslist of the trustees and shareholders of the statutory trust, while the more specific powers, duties, rights and obligations of the trusteeseach Trust, and the shareholders are determined by the trustees asseries of each Trust, is set forth in the Trust’s declarationAppendix A.

Shareholders of trust. The Fund is a series of the Trust and is registered with the SEC under the 1940 Act as anopen-end management investment company.

Solicitation of Votes

This Proxy Statement is furnished in connection with a solicitation of proxies by the Fund’s Board to be exercisedrecord at the Meeting. This Proxy Statement, along withclose of business on April 1, 2020 (the “Record Date”) are entitled to vote at the NoticeMeetings.

Shareholders of Meeting and a Proxy Card,each Fund are first being mailedentitled to shareholdersone vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of that Fund. Shareholders of each Fund will vote as a single class on or about October 20, 2017 orthe proposals on which they are entitled to vote. Shareholders are not entitled to any appraisal rights as soon as practicable thereafter. Only shareholdersthe result of recordany proposal to be considered at the Meetings.

The number of shares of each Fund outstanding as of the close of business on April 1, 2020 and the net assets of each Fund as of that date are shown inAppendix B.

The Fund of which you are a shareholder is named on a proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund on the Record Date, willyou may receive more than one proxy card. Please complete EACH proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposals applicable to EACH Fund you own. If you vote by telephone or over the Internet, you may be entitledasked to notice of,enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.

All properly executed proxies received prior to vote at, thea Fund’s Meeting and at any adjournments or postponements thereof. If the enclosed Proxy Card is properly completed, signed and dated and returned in time towill be voted at the Meeting. On the matters coming before each Meeting the proxies named thereon will voteas to which a shareholder has specified a choice on that shareholder’s proxy, the shares represented bywill be voted accordingly.

If a proxy is properly executed and returned and no choice is specified with respect to one or more proposals, the Proxy Card in accordance with the instructions marked thereon. Unmarked but properly signed and dated Proxy Cardsshares will be voted “FOR” approval of the Proposals and in the discretion of the designated proxy holders on any other matter that properly comes before the Meeting. Please see page xi of this Proxy Statement foreach such proposal. Shareholders who execute proxies or provide voting instructions on how to sign your Proxy Card.

The costs of the solicitation will be borne by the Manager or its affiliates and not by the Fund. These costs include the cost of preparing, printing and mailing the Proxy Statement, Proxy Cards and other proxy materials and tabulating the votes. It is estimated that the total costs and expenses to be borne by the Manager or its affiliates will be approximately $129,330. This amount does not include theout-of-pocket costs, such as legal expenses, incurred in connection with the preparation of this Proxy Statement, which will also be borne by the Manager or its affiliates.

Votes are being solicited by mail. Additional solicitation may be made by letter or telephone by officers or employees of Legg Mason or its affiliates, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to the beneficial owner of shares of the Fund to obtain authorization for the execution of proxies. The Manager or its affiliates will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding the Proxy Statement and proxy materials to the beneficial owners of the Fund’s shares. The Manager, on behalf of the Fund, has retained Broadridge Financial Solutions, Inc. (“Broadridge”), a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that Broadridge will be paid approximately $61,799, which is included in the amount above, for such solicitation services, to be borne by the Manager or its affiliates as described above. Broadridge may solicit proxies personally and by mail, telephone or the Internet.

Submission of Voting Instructions

Shareholders have three options for submitting voting instructions:

The Trust encourages shareholders of the Fund to vote via the Internet or by telephone. Votes cast via the Internet or over the telephone are recorded immediately and there is no risk that postal delays will cause a Proxy Card to arrive late and therefore not be counted. A shareholder may revoke a proxythem with respect to any or all proposals at any time prior to its exercise atbefore a vote is taken on a proposal by filing with the Meeting by (1) submitting to the Fund a subsequently executed proxy, (2) delivering to theapplicable Fund a written notice of revocation (addressed to the Assistant Secretary of the Fund at the principal executive officeoffices of the Fund at the address shown atabove), by delivering a duly executed proxy bearing a later date or by attending the beginningMeeting and voting in person, in all cases prior to the

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exercise of this Proxy Statement) or (3) otherwise giving notice of revocation at the Meeting.authority granted in the proxy card. Merely attending the Meeting,Meetings, however, will not revoke any previously executed proxy. Unless revoked, all validIf you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

Photographic identification and executed proxiessatisfactory evidence of ownership of Fund shares, such as a copy of the proxy card included with this Joint Proxy Statement, will be votedrequired for admission to the Meetings.

Annual reports are sent to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth in accordance withAppendix A of this Joint Proxy Statement. Each Fund will furnish, without charge, a copy of its annual report and most recent semi-annual report succeeding the specifications thereonannual report, if any, to a shareholder upon request. Such requests should be directed to the Fund at 620 Eighth Avenue, 49th Floor, New York, New York 10018 or by calling toll free at [    ]. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.

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

The following table summarizes each proposal to be presented at the Meetings, and shareholders of which Funds are being asked to vote on each proposal. The enclosed proxy card(s) indicate the Fund(s) in which you hold shares and the absenceproposals on which you are being asked to vote.

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Summary of such specifications, for approvalProposals

3

4

Vote Required and Manner of Voting Proxies

A quorum of shareholders is required to take action at each Meeting. For each Fund that is a series of Legg Mason Partners Equity Trust or Legg Mason Partners Variable Equity Trust, a quorum consists of 30% of the Proposals. voting power of the shares of that Fund on the Record Date, based on each dollar of net asset value of the Fund represented by such shares. For each Fund that is a series of Legg Mason ETF Investment Trust and for ClearBridge Focus Value ETF, a quorum consists of 33 1/3% of the voting power of the shares of that Fund on the Record Date, based on each dollar of net asset value of the Fund represented by such shares.

For each Fund, a quorum of the shareholders for the particular Fund is required in order to take any action for that Fund with respect to Proposal 1 and Proposal 2, whether or not there is a quorum of the shareholders for the Trust as a whole.

Votes cast by proxy or in person at theeach Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. The inspectors of election will treat abstentions and “brokernon-votes” as present for purposes of determining a quorum. “Brokernon-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter.

Broker/dealerIf you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on a proposal, your shares will be voted “FOR” Proposal 1 and Proposal 2.

Broker-dealer firms holding shares of thea Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares with respect to approval of the Proposalson each Proposal before the Meeting. The New York Stock Exchange (the “NYSE”) takes the position that a broker/dealerMeetings. A broker-dealer that is a member of the NYSENew York Stock Exchange and that has not received instructions from a customer or client prior to the date specified in the broker/dealerbroker-dealer firm’s request for voting instructions may not vote such customer’s or client’s shares with respect to approval of the Proposals. A signed Proxy Card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on the Proposals will be deemed an instruction to vote such shares in favor of the Proposals.non-routine proposals, including Proposal 1 and Proposal 2.

If you hold shares of thea Fund through a broker-dealer, bank, insurance company or other financial institution or intermediary (called a service agent) that has entered into a service agreement with the Fund or thea distributor of the Fund, the service agent may be the record holder of your shares. At the Meeting,Meetings, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed Proxy Cardproxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on the Proposals willa Proposal may be deemed an instructionto authorize a service provider to vote such shares in favor of the Proposals.applicable Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the

service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

Shares of certain Funds are offered only to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies (the “Variable Annuity Funds”). The rights accompanying shares of certain of the Variable Annuity Funds are legally vested in the variable annuity contracts and variable life insurance products offered by the separate accounts of participating life insurance companies. However, in accordance with current law and interpretations thereof, participating insurance companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of variable annuity contracts and variable life insurance policies. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. Those persons who have a voting interest at the close of business on the Record Date will be entitled to submit instructions to their participating insurance company. Each participating insurance company will vote Variable Annuity Fund shares held in separate accounts for which no timely instructions are received from the

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holders of variable annuity contracts and variable life insurance policies, as well as shares it owns, in the same proportion as those shares for which such insurance company receives voting instructions. Because of this practice, a small number of holders of variable annuity contracts or variable life insurance policies could determine how a participating insurance company votes with respect to a Variable Annuity Fund, if other holders of variable annuity contracts and variable life insurance policies fail to vote. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.

If you beneficially own shares that are held in “street name” through a broker/dealerbroker-dealer or that are held of record by a service agent, or if you hold shares through a variable annuity contract or a variable life insurance policy and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. In particular, failure to vote may not be an effective way to oppose these proposals. Therefore, you are strongly encouraged to give your broker/dealerbroker-dealer, or service agent or participating insurance company specific instructions as to how you want your shares to be voted.

Photographic identification will be required for admission to the Meeting.Each ofProposal 1andProposal 2:

Shares Outstanding

Approval of each Proposal will occur only if a sufficient number of votes equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the Record Date.

Effect of Abstentions and Broker“Non-Votes”

For purposes of determining the presence of a quorum for the Fund for transacting business at the Meeting executed proxies marked as abstentions and “brokernon-votes” (i.e., proxies from brokers or nominees indicatingare cast “FOR” that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. Accordingly, abstentionsProposal.

Abstentions and brokernon-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposals. Any abstentions or brokernon-votes would effectively be treated as votes “AGAINST” Proposal 1 and Proposal 2.

Please note that even if shareholders of your Fund approve Proposal 1 and/or Proposal 2, it is possible that new management and subadvisory agreements for your Fund will havenot take effect. This is because the effectcompletion of the acquisition of Legg Mason by Franklin Templeton will not occur unless certain conditions are met. One of these conditions is that advisory clients of Legg Mason investment affiliates, which would include advisory clients that are not Funds, representing a specified percentage of Legg Mason revenue consent to the continuation of their advisory relationships after completion of the sale. If this does not take place, new management and subadvisory agreements will not take effect. On the other hand, the sale may take place even if shareholders of your Fund do not approve Proposal 1 and/or Proposal 2. If this should happen, the Board of your Fund would implement 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. The Board has approved interim management and subadvisory agreements to provide for maximum flexibility for your Fund’s future.

Adjournments and Postponements

The Meeting with respect to one or more Funds may, by action of the chair of the Meeting and without any action by shareholders, be adjourned from time to time with respect to one or more matters to be considered at the Meeting, whether or not a quorum is present with respect to such matter. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. The Meeting for any Fund may be postponed prior to the Meeting. If the

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Meeting is postponed, the Fund will give notice of the postponement to shareholders. In the event of any inconsistency between this proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.

PROPOSAL 1 — TO APPROVE A NEW MANAGEMENT AGREEMENT WITH YOUR FUND’S MANAGER

At the Meeting, you will be asked to approve a new management agreement between your Fund and Legg Mason Partners Fund Advisor, LLC (“LMPFA”), each Fund’s investment adviser (a “New Management Agreement”).¹ Shareholders of each Fund vote on Proposal 1.

Introduction

LMPFA is a wholly-owned subsidiary of Legg Mason. LMPFA is referred to herein as the “Manager.”

You are being asked to approve a New Management Agreement for your Fund because your Fund’s current management agreement will terminate upon the sale of Legg Mason to Franklin Templeton. The sale, which will result in a “change of control” of Legg Mason, is described in more detail below.

The Investment Company Act of 1940, as amended (the “1940 Act”), requires that an advisory agreement of an investment company provide for automatic termination in the event of its “assignment” (as defined in the 1940 Act). A sale of a vote against approvalcontrolling block of an investment adviser’s “voting securities” (as defined in the 1940 Act) generally is deemed to result in an assignment of the investment adviser’s advisory agreements. The consummation of the transaction described below will constitute a sale of a controlling block of voting securities of the Manager that will result in the automatic termination of the current management agreement between each Proposal forFund and the Fund. As a result,Manager (a “Current Management Agreement”).

If shareholders are urgedof your Fund approve the New Management Agreement prior to sign and date their Proxy Card and forward their voting instructions promptly.

Adjournments

the consummation of the transaction, it will be effective upon the consummation of the transaction. In the event that the transaction is not consummated, the Manager will continue to serve as investment adviser of your Fund pursuant to the terms of the Current Management Agreement.

There will be no increase in management fee rates as a quorumresult of the New Management Agreement for your Fund. The Transaction is not expected to result in any diminution in the nature, extent, or quality of the services provided by the Manager to your Fund.

The date of the Current Management Agreement for your Fund, the date on which the agreement was last approved by your Fund’s shareholders and the contractual investment management fees payable to the Manager as investment adviser to your Fund are set forth inAppendix C of this Joint Proxy Statement. Aggregate management fees paid to the Manager by your Fund during the last fiscal year are set forth inAppendix F of this Joint Proxy Statement. The date the Board last approved the continuation of the Current Management Agreement is set forth inAppendix Cof this Joint Proxy Statement.

Description of the Transaction

Legg Mason is the parent company of your Fund’s Manager and subadvisers. In February, 2020, Legg Mason entered into a definitive agreement (the “Transaction Agreement”) with Franklin Templeton, under which Franklin Templeton will acquire Legg Mason. Under the terms of the Transaction Agreement, Franklin Templeton will pay, in cash at closing, $50.00 per share of Legg Mason common stock and will assume

¹ The current manager of ClearBridge Focus Value ETF is Precidian Funds LLC. On January 21, 2020, Legg Mason provided Precidian Investments, LLC (“PI”), the parent of Precidian Funds LLC, with notice of its intention to convert its minority ownership interest in PI into a controlling interest (the “Conversion”). Upon the completion of the Conversion, LMPFA will assume responsibility for managing the Fund shall notpursuant to a management agreement (the “LMPFA Management Agreement”) that was approved by the Fund’s initial shareholder, Legg Mason. It is expected that the Conversion will be present atcompleted and LMPFA will assume responsibility for managing the Meeting or inFund prior to the event that a quorum is present but sufficient votes to approve the Proposals are not received, the chairmanconsummation of the Meeting or, if a

proposalsale of Legg Mason to adjourn is submitted to a vote of shareholders byFranklin Templeton, at which time the chairman, theLMPFA Management Agreement will terminate. Accordingly, shareholders of the Fund are being asked to approve the New Management Agreement with LMPFA.

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approximately $2 billion of Legg Mason’s outstanding debt (the “Transaction”). The total value of the Transaction is approximately $6.5 billion. Upon completion of the Transaction, your Fund’s Manager and the subadvisers will become wholly owned subsidiaries² of Franklin Templeton.

Consummation of the Transaction is subject to certain terms and conditions, including, among others: (i) approval of the Transaction by Legg Mason shareholders; (ii) receipt of applicable regulatory approvals; and (iii) consent by advisory clients of Legg Mason investment affiliates representing a specified percentage of the revenue attributable to the assets under management for those clients to continue their advisory relationships with the Legg Mason investment affiliates following the consummation of the Transaction. This includes approval by shareholders of Funds having sufficient assets of new management and subadvisory agreements to replace those that will terminate automatically upon consummation of the Transaction, as described below. Subject to satisfaction or waiver of the terms and 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 investment affiliates that manage the investments of your Funds, including ClearBridge, ClearBridge RARE, QS Investors, Royce Investment Partners and Western Asset. Legg Mason investment affiliates serve as subadvisers to the Funds.

Upon consummation of the Transaction, Franklin Templeton will be one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on its and Legg Mason’s assets under management as of January 31, 2020). The investment platform of the combined organization will be balanced between retail and institutional client assets under management. The combined organization will have greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and subadvisory agreements will assure continuity of the investment program you selected through your investment in the Funds and allow the Funds’ operations to continue uninterrupted after the sale.

Information Concerning the Parties to the Transaction

Legg Mason. Legg Mason, whose principal executive offices are at 100 International Drive, Baltimore, Maryland 21202, is a financial services holding company that provides asset management and financial services through its investment affiliates. Legg Mason’s investment affiliates, which include Brandywine Global, Clarion Partners, ClearBridge, ClearBridge RARE, Martin Currie, QS Investors, Royce Investment Partners and Western Asset, operate with investment independence and have specialized expertise across equity, fixed income, alternative and liquidity investments and markets around the globe. Legg Mason’s assets under management were approximately $806 billion as of January 31, 2020.

Franklin Templeton. Franklin Resources, Inc. (“FRI”), whose principal executive offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating, together with its subsidiaries, as Franklin Templeton. Through specialized teams, Franklin Templeton has expertise across all asset classes, including equity, fixed income, alternatives and custom multi-asset solutions. Franklin Templeton has more than 600 investment professionals, who are supported by Franklin Templeton’s integrated, worldwide team of risk management professionals and global trading desk network, and has employees in over 30 countries. The common stock of FRI is traded on the New York Stock Exchange under the ticker symbol “BEN” and is included in the Standard & Poor’s 500 Index.

Impact on the Investment Advisory Services Provided to Your Fund

The Transaction is not expected to result in any diminution in the nature, extent or quality of the services provided by the affirmativeManager to your Fund and its shareholders. The Transaction also is not expected to result in any diminution in the nature, extent or quality of the services provided by the subadviser or subadvisers to your Fund and its shareholders.

² Except for Royce & Associates, LP, which is currently a majority-owned subsidiary of Legg Mason and will become a majority-owned subsidiary of Franklin Templeton upon completion of the Transaction.

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In particular, the Transaction is not expected to result in any material changes in the manner in which the Manager or the subadvisers provide investment management services to your Fund. The Transaction also is not expected to result in changes in the personnel providing portfolio management services to your Fund. The Manager and the subadvisers will be able to draw upon the resources of the combined Franklin Templeton, which will be one of the world’s largest independent asset managers with a broad distribution footprint.

Comparison of New Management Agreement with Current Management Agreement

The terms of the New Management Agreement for your Fund are identical to the terms of your Fund’s Current Management Agreement, except for the dates of execution, effectiveness and termination. The contractual management fee rates to be paid by your Fund are identical under the applicable Current Management Agreement and the New Management Agreement.

Set forth below is a general description of the New Management Agreement and a comparison of its terms to those of the Current Management Agreement. Shareholders of each Fund other than ClearBridge Focus Value ETF should refer toAppendixI-1 for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixI-2 for a copy of the form of New Management Agreement. Shareholders of ClearBridge Focus Value ETF should refer toAppendixI-3 for a more detailed comparison of the terms of the New Management Agreement and their Fund’s Current Management Agreement, andAppendixI-4 for a copy of the form of New Management Agreement. In the event of any inconsistency between this Joint Proxy Statement and the agreements described herein, the agreements will control.

Fees.As noted above, the contractual management fee rates to be paid by your Fund and the method of calculation are identical under the applicable Current Management Agreement and the New Management Agreement. The management fee schedule payable by your Fund under both the Current Management Agreement and the New Management Agreement is set forth inAppendix C.

Investment Management Services. Each of the Current Management Agreement and the New Management Agreement provides that, subject to the supervision of the Fund’s Board, the Manager regularly provides the Fund with investment research, advice, management and supervision, and furnishes a continuous investment program for the Fund consistent with the Fund’s investment objectives, policies and restrictions. The Manager determines from time to time what securities and other investments will be purchased, retained or sold by the Fund and implements those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations of the Securities and Exchange Commission, other applicable federal and state law and any specific policies adopted by the Fund’s Board and disclosed to the Manager.

As noted above, under each of the Current Management Agreement and the New Management Agreement, the Fund’s Manager is authorized to place orders pursuant to its investment determinations for the Fund either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant or others selected by it. Subject to any policies and procedures of the Fund’s Board that may modify or restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions, brokers or dealers may be selected by the Manager who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) to the Funds and/or the other accounts over which the Manager or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for a Fund which is in excess of the amount of commission or spread another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed either in terms of that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion.

Each of the Current Management Agreement and the New Management Agreement provides that the Manager will perform other functions of investment management and supervision, in each case subject to the discretion of the Board. For certain Funds, each of the Current Management Agreement and the New Management Agreement also

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specifies that the Manager will exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities, subject to such direction as the Fund’s Board may provide.

Fund Administration Services. Each of the Current Management Agreement and the New Management Agreement provides that the Manager will also perform administrative, management or other services as may from time to time be reasonably requested by the Fund as necessary for the operation of the Fund, subject to the direction and control of the Fund’s Board. Such administrative services include (i) supervising the overall administration of the Fund, including maintaining the Fund’s books and records, (ii) providing certain compliance, fund accounting, regulatory reporting, and tax reporting services, (iii) preparing or participating in the preparation of Board materials, registration statements, proxy statements and reports and other communications to shareholders, (iv) maintaining the Fund’s existence, and (v) maintaining the registration and qualification of the Fund’s shares under federal and state laws.

Under each of the Current Management Agreement and the New Management Agreement, the Manager is also required to supply the Fund’s Board and officers with all information and reports reasonably required by them and reasonably available to the Manager. In addition, each of the Current Management Agreement and the New Management Agreement requires the Manager to furnish the Fund, at its own expense, with office facilities and all personnel reasonably necessary for the operation of the Fund. Under each of the Current Management Agreement and the New Management Agreement for ClearBridge Focus Value ETF, the Manager (or its designee) is also responsible for, among other things, the oversight of the calculation and dissemination of the verifiedintra-day indicative value.

Payment of Expenses. Each of the Current Management Agreement and the New Management (except for the agreements for the series of Legg Mason ETF Investment Trust) Agreement states that, except as specifically indicated therein, the Manager is not responsible for any of the Fund’s ordinary or extraordinary expenses. The Manager is required to bear all expenses, and furnish all necessary services, facilities and personnel, in connection with its responsibilities to provide the Fund with investment advisory and administrative services thereunder. Each of the Current Management Agreement and the New Management Agreement for the series of Legg Mason ETF Investment Trust provides that the Manager shall furnish all investment management, supervisory, administrative and other services reasonably necessary for the operation of the Fund, including certain distribution services, under a unitary fee structure.

Investment Subadvisers. Each of the Current Management Agreement and the New Management Agreement authorizes the Manager or the Fund to enter into contracts with investment subadvisers or subadministrators. These agreements permit subadvisers or subadministrators to be affiliates of the Manager. If the Manager contracts with a subadviser or subadministrator, as permitted under each of the Current Management Agreement and the New Management Agreement, the Manager would pay the subadvisory fees, unless the Fund’s Board agrees otherwise.

Potential Conflicts of Interest. Each Fund and its Manager have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. Certain of the Current Management Agreements and the New Management Agreements also contain provisions that address potential conflicts of interest. Among other things, these agreements provide that, if the purchase or sale of securities consistent with the investment policies of a Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by the Manager. In addition, if transactions of a Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with the Manager’s policies and procedures as presented to the Fund’s Board from time to time. Each of the Current Management Agreement and the New Management Agreement specifically provides that the Manager may engage in any other business or render services of any kind.

Limitation on Liability. Under each of the Current Management Agreement and the New Management Agreement, the Manager is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for a Fund. A Manager is not protected, however, for willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations

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and duties under the Agreement. The Current Management Agreements and New Management Agreements for certain Funds also clarify that the Manager assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Manager is not liable for any error of judgment or mistake of law, and that the Manager is not responsible for any action of the applicable Board in following or declining to follow the Manager’s advice or recommendations.

Term and Continuance. If approved by shareholders prior to the consummation of the Transaction, the Fund’s New Management Agreement will go into effect upon the consummation of the Transaction for atwo-year period. Thereafter, if not terminated, the New Management Agreement will continue in effect from year to year if such continuance is specifically approved at least annually (a) by the Board, or (b) by a vote of a majority of votes castthe outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board Members who are not interested persons of a party to the New Management Agreement, as required by the 1940 Act. The Current Management Agreements have similar provisions for their term and continuance, although the initial dates of the agreements differ and the initialtwo-year period has elapsed in most cases.

Termination.Each of the Current Management Agreement and the New Management Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Fund, upon written notice provided within the period specified by the Agreement. Each Management Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Management Agreements and New Management Agreements for certain Funds also limit the ongoing use of the name of the Manager following termination.

Additional Provisions. The Current Management Agreement for certain more recently established Funds identified inAppendixI-1 and AppendixI-2 includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Management Agreement for these Funds. The provisions described below apply only to the New Management Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current Management Agreement or New Management Agreement for any other Funds.

The New Management Agreement, like the Current Management Agreement, for these more recently established Funds provides that the Agreement does not create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors. In addition, the New Management Agreement for these Funds, like the Current Management Agreement, provides that any legal suit, action or proceeding related to, arising out of or concerning the agreement shall be brought only in the U.S. District Court for the Southern District of New York, or if such action may not be brought in that court, then such action shall be brought in the Supreme Court of the State of New York and submitted to the Commercial Division of that court (each, a “Designated Court”). The New Management Agreement for these Funds, like the Current Management Agreement, provides that each party to the agreement (a) consents to jurisdiction in the Designated Courts; (b) waives any objection to venue in either Designated Court and (c) waives any objection that either Designated Court is an inconvenient forum. The New Management Agreement for these Funds, like the Current Management Agreement, also provides that the Manager is not liable for any losses caused by natural disasters, failure or disruption of utilities, communications, computer or information technology and various circumstances beyond the Manager’s control.

Possible Interim Management Agreement

If the shareholders of your Fund do not approve the New Management Agreement and the Transaction is completed, an interim investment management agreement between your Fund’s Manager and your Fund (the “Interim Management Agreement”) will take effect upon the closing of the Transaction. The Board is expected to approve the Interim Management Agreement to allow the Fund’s Manager to continue providing services to the Fund while shareholder approval of the New Management Agreement continues to be sought. The terms of the Interim Management Agreement are identical to those of the Current Management Agreement, except for the term and escrow provisions described below. The Interim Management Agreement will continue in effect for a term ending on the adjournment,earlier of 150 days from the closing of the Transaction (the“150-day period”) or when shareholders of your Fund approve the New Management Agreement. Pursuant to Rule15a-4 under the

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1940 Act, compensation earned by the Manager under the Interim Management Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Management Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Management Agreement will be paid to the Manager. If shareholders of your Fund do not approve the New Management Agreement prior to the end of the150-day period, the Board of your Fund will consider what further action to take consistent with their fiduciary duties to the Fund, and the Manager will be paid the lesser of its costs incurred in performing its services under the Interim Management Agreement or the total amount of the escrow account, plus interest earned. Thereafter, the Board of your Fund would either negotiate a new investment advisory agreement with an advisory organization selected by the Board or make other appropriate arrangements.

Board Evaluation

Preliminary Note: As of the date of filing of this preliminary proxy statement, the Boards have not approved or disapproved any of the agreements referred to in this preliminary proxy statement. The disclosure below is provided in preliminary draft form to facilitate review by the Staff of the Securities and Exchange Commission, and will be superseded by definitive proxy materials to be filed at a later date.

On March 9, 2020, during a telephonic meeting of the Boards, members of the Boards discussed with Legg Mason management and certain Franklin Templeton representatives the Transaction and Franklin Templeton’s plans and intentions regarding the Funds and Legg Mason’s asset management business, including the preservation and continued investment autonomy of the investment advisory businesses conducted by Legg Mason’s separate investment advisory subsidiaries and the combination of Legg Mason’s and Franklin Templeton’s distribution resources. The Boards were advised that the Transaction, if completed, would constitute a change of control under the 1940 Act that would result in the termination of the Current Management Agreements and Current Subadvisory Agreements.

At meetings to be held on April 7, 2020, the Board of each Fund, including a majority of the Board Members who are not “interested persons” of the Funds or the Manager as defined in the 1940 Act (the “Independent Board Members”), will consider the New Management Agreement between the Fund and its Manager and each New Subadvisory Agreement between the Fund’s Manager and its Subadviser or Subadvisers relating to the Fund.³ (The New Management Agreement for a Fund and the New Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “New Agreements,” the Current Management Agreement for a Fund and the Current Subadvisory Agreement or Agreements for the Fund are referred to, collectively, as the “Current Agreements,” and the Manager and the Subadviser or Subadvisers for a Fund are referred to, collectively, as the “Advisers.”)

At these meetings, which included meetings of the full Board and separate meetings of the Independent Board Members, the Boards considered and will consider, among other things: whether it would be in the best interests of each Fund and its respective shareholders to approve the New Agreements, and the anticipated impacts of the Transaction on the Funds and their shareholders. To assist the Boards in their consideration of the New Agreements, Franklin Templeton provided materials and information about Franklin Templeton, including its financial condition and asset management capabilities and organization, and Franklin Templeton and Legg Mason provided materials and information about the proposed Transaction between Legg Mason and Franklin Templeton.

Before or during each of these meetings, the Boards sought additional information as they deemed necessary and appropriate. In this connection, the Independent Board Members worked with their independent legal counsel to prepare requests for additional information that were submitted to Franklin Templeton and Legg Mason. The Boards’ requests for information sought information relevant to the Boards’ consideration of the New Agreements, distribution arrangements, and other anticipated impacts of the Transaction on the Funds and

³ The meeting at which the New Agreements will be considered will be held telephonically in reliance on an exemptive order issued by the Securities and Exchange Commission on March 13, 2020. Reliance on the exemptive order is necessary and appropriate due to circumstances related to current or potential effects ofCOVID-19. All Board Members participating in the telephonic meeting will be able to hear each other simultaneously during the meeting.

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their shareholders. Franklin Templeton and Legg Mason provided documents and information in response to these requests for information. [Following their review of this information, the Independent Board Members submitted a supplemental due diligence request for additional information to Franklin Templeton and Legg Mason. Franklin Templeton and Legg Mason provided further information in response to this supplemental diligence request, which the Boards reviewed.] Senior management representatives from Franklin Templeton and Legg Mason participated in a portion of each of these meetings and addressed various questions raised by the Boards.

At each Board’s April 7, 2020 meeting, representatives of Legg Mason [and Franklin Templeton] will make presentations to, and respond to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members will meet in executive session with their counsel to consider the New Agreements.

Each Board’s evaluation of the New Agreements reflected the information provided specifically in connection with their review of the New Agreements, as well as, where relevant, information that was previously furnished to the Boards in connection with the most recent renewal of the Current Agreements atin-person meetings held on November 6, 2019 and at other Board meetings throughout the prior year.

Among other things, the Board Members are expected to consider:

(i) the reputation, experience, financial strength and resources of Franklin Templeton and its investment advisory subsidiaries;

(ii) that Franklin Templeton has informed the Boards that it intends to maintain the investment autonomy of the Legg Mason investment advisory subsidiaries;

(iii) that Franklin Templeton and Legg Mason have informed the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and other non-advisory services, and has represented that there are not expected to be any changes in the portfolio management personnel managing the Funds as a result of the Transaction;

(iv) that Franklin Templeton and Legg Mason have informed the Boards that they are putting in place retention arrangements for key personnel;

(v) that there will not be any changes to each Fund’s custodian or other service providers as a result of the Transaction;

(vi) that Franklin Templeton has informed the Boards that it has no present intention to alter currently effective expense waivers and reimbursements, and, while it reserves the right to do so in the future, it would consult with the applicable Boards before making any future changes;

(vii) that Franklin Templeton does not expect to propose any changes to the investment objective(s) of any Fund or any changes to the principal investment strategies of any Fund as a result of the Transaction;

(viii) the potential benefits to Fund shareholders from being part of a combined fund family with Franklin Templeton-sponsored funds and access to a broader array of investment opportunities;

(ix) that Franklin Templeton’s distribution capabilities, particularly with respect to retail investors, and significant network of intermediary relationships may provide additional opportunities for the Funds to grow assets and lower fees and expenses by spreading expenses over a larger asset base;

(x) that Franklin Templeton and Legg Mason will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that were being considered;

(xi) the fact that each Fund’s contractual advisory [and, where applicable, administrative] fee rates will remain the same and will not increase by virtue of the New Agreements;

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(xii) the terms and conditions of the New Agreements, including that each New Agreement is identical to its corresponding Current Agreement except for their respective dates of execution, effectiveness and termination;

(xiii) the support expressed by the current senior management team at Legg Mason for the Transaction and Legg Mason’s recommendation that the Boards approve the New Agreements;

(xiv) that the Current Agreements, except in the case of newer Funds, are the product of multiple years of review and negotiation and information received and considered by the applicable Boards in the exercise of their business judgment during those years, and that within the past year the Board of each Fund had performed a full review of and approved the Current Agreements as required by the 1940 Act and had determined in the exercise of the Board Members’ business judgment that each applicable Adviser had the capabilities, resources and personnel necessary to provide the services provided to each Fund, and that the management and subadvisory fees paid by or in respect of the Fund, taking into account any applicable agreed-upon fee reductions and breakpoints, represented reasonable compensation to the applicable Adviser in light of the services provided, the costs to the Adviser of providing those services, the fees and other expenses paid by similar funds, and such other matters as the Board Members considered relevant in the exercise of their business judgment, and represented an appropriate sharing between Fund shareholders and the Advisers of any economies of scale in the management of the Fund at current and anticipated asset levels (the date of each Board’s most recent full annual review of the Current Agreements is noted in Appendix C(Current Management Agreements) and Appendix D(Current Subadvisory Agreements));

(xv) that the Current Agreements were considered and approved as recently as November 2019, except in the case of a newer Fund under an initial agreement;

(xvi) that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements, including the legal costs associated with the proxy solicitation, regardless of whether the Transaction is consummated;

(xvii) [other considerations]; and

(xviii) that under the Transaction Agreement Franklin Templeton acknowledged that Legg Mason had entered into the Agreement in reliance upon the benefits and protections provided by Section 15(f) of the 1940 Act, and that, in furtherance of the foregoing, Franklin Templeton agreed to use reasonable best efforts to conduct its business so that (a) for a period of not less than three years after the closing of the Transaction no more than 25% of the members of the Board of any Fund shall be “interested persons” (as defined in the 1940 Act) of any investment adviser for the Fund, and (b) for a period of not less than two years after the closing, neither Franklin Templeton nor any of its affiliates shall impose an “unfair burden” (within the meaning of the 1940 Act, including any interpretations orno-action letters of the Securities and Exchange Commission) on the Fund as a result of the transactions contemplated by the Transaction Agreement or any express or implied terms, conditions or understandings applicable thereto.

Certain of these considerations are discussed in more detail below.

In their deliberations, the Board Members are expected to consider information received in connection with the most recent approval or continuation of each Current Agreement in addition to information provided by Franklin Templeton and Legg Mason in connection with their evaluation of the terms and conditions of the New Agreements. In connection with the most recent approval or continuation of each Current Agreement the Board Members did not identify any particular information that wasall-important or controlling, and each Board Member may have attributed different weights to the various factors. The Board Members are expected to evaluate all information available to them on aFund-by-Fund basis with respect to their consideration of the Current Agreements, and their determinations will be made separately in respect of each Fund.

The information provided and presentations made to each Board are expected to encompass each Fund and all other Funds for which the Board has responsibility. The discussion below for each Fund covers both the advisory and the administrative functions rendered by the Manager for the Fund, both of which functions are

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encompassed by the New Management Agreement for the Fund, as well as the advisory functions rendered by the Subadviser(s) pursuant to the New Subadvisory Agreement(s) for the Fund. The Independent Board Members of each Fund are expected to consider the New Management Agreement and the New Subadvisory Agreement(s) separately in the course of their review. In doing so, they are expected to consider the respective roles and compensation of the Manager and the Subadviser(s) in providing services to the Fund.

The Independent Board Members will have been advised by separate independent legal counsel throughout the process. Prior to voting, the Independent Board Members of each Fund will receive a memorandum from their independent legal counsel discussing the legal standards for their consideration of the New Agreements for the Fund. The Independent Board Members of each Fund are expected to review the proposed approval of the New Agreements for the Fund on multiple occasions with their independent legal counsel in private sessions at which no representatives of Franklin Templeton, Legg Mason, or the Manager or Subadviser(s) for the Fund will be present.

Nature, extent and quality of the services under the New Agreements

The Board of each Fund will receive and consider information regarding the nature, extent and quality of services provided to the Fund by the Manager and the Subadviser(s) under the Current Agreements. In evaluating the nature, quality and extent of the services to be provided by the Advisers under the New Agreements, the Board Members are expected to consider, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of each Adviser, and that Franklin Templeton and Legg Mason have advised the Boards that, following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance and othernon-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction. The Board has received information at regular meetings throughout the past year related to the services rendered by the Manager in its management of the Fund’s affairs and the Manager’s role in coordinating the activities of the Fund’s other service providers. The Board’s evaluation of the services provided by the Manager and the Subadviser(s) is expected to take into account the Board Members’ knowledge gained as Board Members of other Funds in the Legg Mason fund complex, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Manager and the Subadviser(s), and the quality of the Manager’s administrative and other services. The Board is expected to consider the scope of services provided by the Manager and the Subadviser(s), and of the undertakings required of the Manager and Subadviser(s) in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs and cybersecurity programs, and whether those services had expanded over time as a result of regulatory, market and other developments. The Board has received and reviewed on a regular basis information from the Manager and the Subadviser(s) regarding the Fund’s compliance policies and procedures established pursuant toRule 38a-1 under the 1940 Act, and is expected to take that information into account in its evaluation of the New Agreements. The Board also is expected to consider the risks associated with the Fund borne by the Advisers and their affiliates (such as entrepreneurial, operational, reputational, litigation and regulatory risk), as well as the risk management processes of the Manager and Subadviser(s).

The Board of each Fund is expected to consider information provided by Franklin Templeton regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition.

The Board is also expected to review the qualifications, backgrounds and responsibilities of the senior personnel of the Manager and the Subadviser(s) and the team of investment professionals primarily responsible for theday-to-day portfolio management of the Fund. The Board is also expected to consider the financial resources of Legg Mason and Franklin Templeton and the importance of having a Fund manager with, or with access to, significant organizational and financial resources.

The Board is also expected to consider the policies and practices of the Manager and the Subadviser[s] regarding the selection of brokers and dealers and the execution of portfolio transactions for the Fund.

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The Board will receive performance information for the Fund, as well as for a group of funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, based on classifications provided by Thomson Reuters Lipper (“Lipper”). The Board will be provided with a description of the methodology used to determine the similarity of the Fund with the funds included in the Performance Universe. In previous reviews, while the Board has found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the end date selected and that the results of the performance comparisons may vary depending on the selection of the peer group and its composition over time. The Board is likewise expected to assess the usefulness and limitations of the Broadridge performance data in this review. The Board has received and discussed with management information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and against the Fund’s peers. The Board is expected to take the information received throughout the year into account. In addition, the Board is expected to consider the Fund’s performance in light of overall financial market conditions. Where the Fund’s performance was below the median during one or more specified periods, the Board is expected to consider the explanations from the Advisers concerning the Fund’s relative performance versus the peer group for the various periods. [For new Funds, the Board expects to consider that the Fund had recently commenced operations and thus had a relatively limited performance history.]

Based on their review of the materials provided and the assurances they will have received from Franklin Templeton and Legg Mason, the Board Members are expected to determine whether the Transaction is expected to affect adversely the nature, extent and quality of services provided by each Adviser and whether the Transaction is expected to have a material adverse effect on the ability of the Advisers to provide those services, and the Board of each Fund is expected to consider whether, overall, the nature, extent and quality of services expected to be provided, including performance, under the New Agreements for the Fund are sufficient for approval.

Management fees and expense ratios

The Board is expected to consider that it had reviewed each Fund’s management fee and total expense ratio at the 2019 contract renewal meeting. The Board is expected to consider that the New Management Agreement does not change any Fund’s management fee rate or the computation method for calculating such fees, and that there is no present intention to alter expense waiver and reimbursement arrangements that are currently in effect.

The Board of each Fund will review and consider the contractual management fee and the actual management fees paid by the Fund to the Manager in light of the nature, extent and quality of the management and subadvisory services to be provided by the Manager and the Subadviser(s). The Board is expected to consider that the compensation paid to the Subadviser(s) is the responsibility and expense of the Manager, not the Fund. In addition, the Board will receive and consider information provided by Broadridge comparing the contractual management fee and the actual management fee for the Fund, and the Fund’s total actual expenses with those of funds in both the relevant expense group and a broader group of funds, each selected by Broadridge based on classifications provided by Lipper. In previous reviews, while the Board has found the Broadridge data generally useful they recognized its limitations, including that the data may vary depending on the selection of the peer group. The Board is likewise expected to assess the usefulness and limitations of the Broadridge fee and expense data in this review. The Board will also consider the overall management fee, the fees of each Subadviser [and the portion of the management fee retained by the Manager after payment of the subadvisory fees] in each case in light of the services rendered for those amounts. The Board also will receive an analysis of Legg Mason complex-wide management fees for Funds with a similar strategy provided by the Manager, which, among other things, will set out a framework of fees based on asset classes.

The Board of each Fund will review information regarding fees charged by the Manager and/or the Subadviser(s) to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, separate accounts. The Manager will review with the Board the differences in services provided to these different types of accounts, including that the Fund is provided with certain administrative services, office facilities, and Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by

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other Fund service providers. The Board is expected to consider the fee comparisons in light of the differences in management of these different types of accounts and the differences in associated risks borne by the Advisers.

In evaluating the costs of the services to be provided by the Advisers under the New Agreements, the Board Members are expected to consider, among other things, whether management fees or other expenses will change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from Franklin Templeton and Legg Mason, the Board Members of each Fund are expected to consider that the Transaction will not increase the total fees payable by the Fund for management services.

Taking all of the above into consideration, as well as the factors identified below, the Board of each Fund is expected to determine whether the management fee and the subadvisory fees for the Fund are reasonable in light of the nature, extent and quality of the services to be provided to the Fund under the New Agreements.

Profitability and economies of scale

The Board will receive and consider an analysis of the profitability of the Manager and its affiliates in providing services to the Fund. The Board will also receive profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board will receive information with respect to the Manager’s allocation methodologies used in preparing this profitability data. The allocation methodologies have been previously reviewed by an outside consultant. The Board is expected to consider the profitability of the Manager and its affiliates in light of the nature, extent and quality of the services provided to the Fund.

The Board of each Fund will receive and consider information concerning whether the Advisers realize economies of scale as the Fund’s assets grow. In conjunction with their most recent or prior deliberations concerning the Current Agreements, the Board Members have noted that advisory or management fee reductions and fee breakpoints had been implemented for certain Funds, as well as contractual expense limitations, and that after taking those reductions, breakpoints and expense limitations into account, the Board Members of the respective Funds had determined that the total fees for management and, as applicable, administrative services for many Funds were reasonable in light of the services provided, and that any economies of scale were being shared appropriately. The Boards are expected to consider that they will have the poweropportunity to adjournperiodicallyre-examine whether any economies of scale are being shared appropriately.

The Board Members are expected to consider that Franklin Templeton and Legg Mason expect to realize cost savings from the Transaction based on synergies of operations, as well as to benefit from possible growth of the Funds resulting from enhanced distribution capabilities. The Board Members are expected to consider these and other factors that could also affect profitability and potential economies of scale, and how the Transaction could affect the Advisers’ profitability from their relationship with the Funds or any possible future economies of scale. The Board Members are expected to consider whether future profitability and future economies of scale reasonably can be estimated at this time, and that they will have the opportunity to periodicallyre-examine such profitability and any economies of scale.

Other benefits to the Advisers

The Board of each Fund is expected to consider other benefits received by the Manager, the Subadviser(s) and their affiliates as a result of their relationship with the Fund, including the opportunity to offer additional products and services to Fund shareholders. In light of the costs of providing investment management and other services to the Fund and the ongoing commitment of the Manager and the Subadviser(s) to the Fund, the Board is expected to consider whether the ancillary benefits that the Manager, the Subadviser(s) and their affiliates receive are reasonable. In evaluating thefall-out benefits to be received by the Advisers under the New Agreements, the Board Members are expected to consider whether the Transaction will have an impact on thefall-out benefits received by virtue of the Current Agreements.

The Board of each Fund is expected to consider that Franklin Templeton may derive reputational and other benefits from its ability to use the Legg Mason name in connection with operating and marketing the Funds. The Board of each Fund is expected to consider that the Transaction, if completed, would significantly increase Franklin Templeton’s assets under management and expand Franklin Templeton’s investment capabilities.

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Conclusion

[To be completed following conclusion of Board deliberations.]

Section 15(f) of the 1940 Act

Section 15(f) provides anon-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a change of control of the investment adviser as long as two conditions are met. First, during the three-year period immediately following the sale of such interest, at least 75% of the investment company’s board of directors/trustees must not be “interested persons” of the investment adviser (or predecessor investment adviser, if applicable) within the meaning of the 1940 Act. Second, there may not be imposed an “unfair burden” on the investment company as a result of the sale of such interest, or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during thetwo-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services).

The Boards have not been advised by Legg Mason or Franklin Templeton of any circumstances arising from the Transaction that might result in the imposition of an “unfair burden” being imposed on the Fund. Moreover, Franklin Templeton has advised the Boards that it will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.

Information about the Manager, the Subadvisers and Affiliated Service Providers

Manager and Subadvisers