Payment of Filing Fee (Check the appropriate box): | | | | | | | ☒ | | No fee required. | | | ☐ | | Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | | | | | | (1)1) | | Title of each class of securities to which transaction applies: | | | | | | (2)2) | | Aggregate number of securities to which transaction applies: | | | | | | (3)3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (Set (set forth the amount on which the filing fee is calculated and state how it was determined): | | | | | | (4)4) | | Proposed maximum aggregate value of transaction: | | | | | | (5)5) | | Total fee paid: | | | Total fee paid:
| ☐ | | Fee paid previously with preliminary materials. | | | ☐ | | Fee paid previously with preliminary materials. | | | ☐ | | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | | | | | | (1)1) | | Amount Previously Paid: | | | | | | (2)2) | | Form, Schedule or Registration Statement No.: | | | | | | (3)3) | | Filing Party: | | | | | | (4)4) | | Date Filed: | | | |
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
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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 Q. | Why did you send me this booklet? |
A. | This booklet contains a notice of meetings of shareholders of investment funds (each, a “Fund” and together, the “Funds”) sponsored by Legg Mason, Inc. (“Legg Mason”). The booklet also contains a proxy statement describing the matters to be considered at the shareholder meetings and giving information about them. You are receiving these proxy materials because you own, directly or through a broker-dealer, bank, insurance company or other intermediary, shares of one or more Funds. As such a shareholder, you have the right to vote on the proposals concerning your investment in the Fund or Funds in which you own shares. |
Q. | Who is asking for my vote? |
A. | The Board of Trustees (“Board”) of each Fund is asking you to vote at the meeting on the proposals applicable to your Fund. Your Fund’s Board oversees the business and affairs of your Fund and is required by law to act in what the Board believes to be the best interests of your Fund. |
Q. | How does my Fund’s Board recommend that I vote? |
A. | After careful consideration, your Fund’s Board recommends that you vote FOR each proposal applicable to your Fund. |
Q. | What am I being asked to vote “FOR” in this proxy? |
A. | You are being asked to vote in favor of proposals to: |
Approve a new management agreement for your Fund with your Fund’s manager. Approve a new subadvisory agreement with each of your Fund’s subadvisers. Each new agreement will take effect when the manager or applicable subadviser becomes a subsidiary of Franklin Templeton. Q. | Why am I being asked to vote on new management and new subadvisory agreements? |
A. | Legg Mason is the parent company of the Funds’ investment managers and the Funds’ subadvisers. 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 acquire Legg Mason. Upon completion of the sale, the Funds’ investment managers and the subadvisers will become subsidiaries of Franklin Templeton. The sale will result in what is commonly called a “change of control” of Legg Mason and will cause the Funds’ current management agreements and subadvisory agreements to terminate in accordance with applicable law. The sale will not be completed unless certain conditions are met. One of these conditions is that advisory clients of Legg Mason investment affiliates representing a specified percentage of Legg Mason revenue consent to the continuation of their advisory relationships after completion of the sale. This includes approval by shareholders of Funds having sufficient assets of new management agreements to be effective when the sale is completed. |
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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. Q. | How will the sale of Legg Mason potentially benefit me? |
A. | The combination of Legg Mason and Franklin Templeton will result in one of the world’s largest independent, specialized global investment managers with a combined $1.5 trillion in assets under management (based on Legg Mason and Franklin Templeton assets under management as of January 31, 2020). Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and 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. |
Q. | How do the new management and subadvisory agreements differ from my Fund’s current agreements? |
A. | The new agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination. |
Q. | Will my Fund’s contractual management fee rates go up? |
A. | No. Your Fund’s contractual management fee rates will not change as a result of the new agreements. |
Q. | Will the new management and subadvisory agreements result in any changes in the portfolio management, investment objective or investment strategy of my Fund? |
A. | No. The new agreements are not expected to result in any changes to the portfolio managers of your Fund or in your Fund’s investment objective or investment strategy. |
Q. | What happens if new management and new subadvisory agreements are not approved for my Fund? |
A. | If shareholders of your Fund do not approve a new management agreement, or a new subadvisory agreement or agreements, for your Fund, and the sale of Legg Mason to Franklin Templeton occurs, your Fund’s current agreements will terminate, and the applicable manager or subadviser will not be able to provide services to the Fund under the new agreement or agreements that have not been approved. 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. The terms of the interim agreements are identical to those of the current agreements except for term and escrow provisions required by applicable law. |
Q. | Will there be any changes to my Fund’s custodian or other service providers as a result of the sale of Legg Mason? |
A. | No. There will not be any changes to your Fund’s custodian or other service providers as a result of the sale of Legg Mason. |
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Q. | Is my Fund paying for this proxy statement? |
A. | No. All costs of the proxy and the shareholder meetings, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statement, will be borne by Legg Mason. |
Q. | Will my vote make a difference? |
A. | Yes. Your vote is needed to ensure that the proposals for your Fund can be acted upon. Your Fund’s Board encourages you to participate in the governance of your Fund. |
Q. | How do I vote my shares? |
A. | You may vote your shares in one of four ways: |
| • | | By telephone: Call the toll-free number printed on the enclosed proxy card(s) and follow the directions. |
| • | | By internet: Access the website address printed on the enclosed proxy card(s) and follow the directions on the website. |
| • | | By mail: Complete, sign and date the proxy card(s) you received and return in the self-addressed, postage-paid envelope. |
| • | | In person: At the meeting to be held at the offices of Legg Mason at 620 Eighth Avenue, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time). |
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. Q. | Why might I receive more than one Proxy Card? |
A. | If you own shares in more than one Fund on the Record Date, you may receive more than one proxy card. Even if you plan to attend the Meeting, please sign, date and return EACH proxy card you receive, or if you provide voting instructions by telephone or over the Internet, please vote on the proposal with respect to EACH Fund you own. |
Q. | Whom do I call if I have questions? |
A. | If you have any questions about the proposals, or how to vote your shares, please callat . |
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. iv
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:
| PROPOSAL 1. | To approve a change to the Fund’s fundamental investment restriction on concentration (the “Revised Restriction”);New Management Agreement with Legg Mason Partners Fund Advisor, LLC |
| PROPOSAL 2. | To approve an amended and restated management agreement betweenthe Trust, on behalf of the Fund, and Legg Mason Partners Fund Advisor, LLC (“LMPFA”) (the “Proposed Management Agreement”);a New Subadvisory Agreement with: |
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.) | PROPOSAL 3. | To approve an amended and restated subadvisory agreement between LMPFA and EnTrustPermal Partners Offshore LP (“EPOLP”) with respect to the Fund (the “Proposed Subadvisory Agreement”); and |
| 4. | To transact such other business as may properly come before the Meeting and any adjournments or any adjournment(s) or postponement(s)postponements thereof. |
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:
Mark your votes on the enclosed Proxy Card.
Sign and mail your Proxy Card promptly to:
Broadridge Financial Solutions, Inc.
Proxy Tabulator
P.O. Box 9112
Farmingdale, NY 11735
| • | | You may also vote by telephone by calling1-800-690-6903or on the Internet atwww.proxyvote.comvote.. |
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:
| PROPOSAL 1: | To approve a change to the Fund’s fundamental investment restriction on concentration (the “Revised Restriction”); |
| PROPOSAL 2: | To approve an amended and restated management agreement betweenthe Trust, on behalf of the Fund, and LMPFA, the investment manager to the Fund (the “Proposed Management Agreement”); |
| PROPOSAL 3: | To approve an amended and restated subadvisory agreement between LMPFA and EPOLP with respect to the Fund (the “Proposed Subadvisory Agreement”); and |
| PROPOSAL 4: | To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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:
PROPOSAL 1: | To approve a change to the Fund’s fundamental investment restriction on concentration (the “Revised Restriction”); |
PROPOSAL 2: | To approve an amended and restated management agreement betweenthe Trust, on behalf of the Fund, and Legg Mason Partners Fund Advisor, LLC (“LMPFA”) (the “Proposed Management Agreement”); |
PROPOSAL 3: | To approve an amended and restated subadvisory agreement between LMPFA and EnTrustPermal Partners Offshore LP (“EPOLP”) with respect to the Fund (the “Proposed Subadvisory Agreement”); and |
PROPOSAL 4: | To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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.
vii
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 viiiv
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.
| 1. | Individual Accounts:Sign your name exactly as it appears in the registration on the Proxy Card. |
| 2. | Joint Accounts:Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. |
| 3. | All Other Accounts:The capacity of the individual signing the Proxy Card should be indicated unless it is reflected in the form of registration. For example: |
| | | RegistrationLEGG MASON PARTNERS EQUITY TRUST
| ClearBridge Aggressive Growth Fund | | Valid SignatureQS Conservative Growth Fund
| Corporate AccountsClearBridge All Cap Value Fund
| | QS Defensive Growth Fund | ClearBridge Appreciation Fund | | QS Global Dividend Fund | ClearBridge Dividend Strategy Fund | | QS Global Equity Fund | ClearBridge International Small Cap Fund | | QS Growth Fund | ClearBridge International Value Fund | | QS Moderate Growth Fund | ClearBridge Large Cap Growth Fund | | QS S&P 500 Index Fund | ClearBridge Large Cap Value Fund | | QS U.S. Large Cap Equity Fund | ClearBridge Mid Cap Fund | | Legg Mason Adaptive Growth Fund | ClearBridge Mid Cap Growth Fund | | Legg Mason Defensive Fund | ClearBridge Select Fund | | Legg Mason High Growth Fund | ClearBridge Small Cap Growth Fund | | Legg Mason Income Fund | ClearBridge Small Cap Value Fund | | Legg Mason Low Volatility Fund | ClearBridge Sustainability Leaders Fund | | | ClearBridge Tactical Dividend Income Fund | | | | | | | (1) ABC CorpLEGG MASON ETF INVESTMENT TRUST
| ClearBridge All Cap Growth ETF | | ABC Corp. (by John Doe, Treasurer)Legg Mason Low Volatility High Dividend ETF | (2) ABC CorpClearBridge Dividend Strategy ESG ETF
| | John Doe, TreasurerLegg MasonSmall-Cap Quality Value ETF | (3) ABC Corp., c/o John Doe, TreasurerClearBridge Large Cap Growth ESG ETF
| | John DoeWestern Asset Short Duration Income ETF | (4) ABC Corp. Profit Sharing PlanLegg Mason Emerging Markets Low Volatility High Dividend ETF
| | John Doe, TrusteeWestern Asset Total Return ETF | Legg Mason Global Infrastructure ETF | | | Trust AccountsLegg Mason International Low Volatility High Dividend ETF
| | | | | | | (1) ABC TrustLEGG MASON PARTNERS VARIABLE EQUITY TRUST
| ClearBridge Variable Aggressive Growth Portfolio | | Jane B. Doe, TrusteeQS Variable Conservative Growth | (2) Jane B. Doe, Trustee, u/t/d 12/28/78ClearBridge Variable Appreciation Portfolio
| | Jane B. Doe | | QS Variable Growth | Custodial or Estate AccountsClearBridge Variable Dividend Strategy Portfolio
| | QS Variable Moderate Growth | ClearBridge Variable Large Cap Growth Portfolio | | Legg Mason/QS Aggressive Model Portfolio | ClearBridge Variable Large Cap Value Portfolio | | Legg Mason/QS Conservative Model Portfolio | ClearBridge Variable Mid Cap Portfolio | | Legg Mason/QS Moderately Aggressive Model Portfolio | ClearBridge Variable Small Cap Growth Portfolio | | Legg Mason/QS Moderately Conservative Model Portfolio | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | Legg Mason/QS Moderate Model Portfolio | | | | (1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA
| | John B. Smith | (2) John B. SmithACTIVESHARES® ETF TRUST
| | John B. Smith, Jr., ExecutorClearBridge Focus Value ETF |
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: | 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 betweenthe Trust, on behalf of the Fund, and Legg Mason Partners Fund Advisor, LLC (“LMPFA”); |
| PROPOSAL 3: | To approve an amended and restated subadvisory agreement between LMPFA and EnTrustPermal Partners Offshore LP (“EPOLP”) with respect to the Fund; and |
| PROPOSAL 4: | To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. |
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 | |
1 | The sales charge is waived for shareholders purchasing Class A shares through accounts where LMIS is the broker-dealer of record (“LMIS Accounts”). |
2 | Shareholders purchasing Class A shares through certain Service Agents or in certain types of accounts may be eligible for a waiver of the sales charge. |
3 | Maximum deferred sales charge (load) may be reduced over time. |
4 | You may buy Class A shares in amounts of $1,000,000 or more at net asset value (without an initial sales charge), but if you redeem those shares within 18 months of their purchase, you will pay a contingent deferred sales charge of 1.00%. |
5 | If your shares are held in a direct account and the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the Fund may charge you a fee of $3.75 per account that is determined and assessed quarterly (with an annual maximum of $15.00 per account). Direct accounts generally include accounts held in the name of the individual investor on the Fund’s books and records. |
6 | “Other expenses” for Class R shares are estimated for the period ended June 30, 2017. Actual expenses may differ from estimates. |
7 | 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. |
8 | The Manager has agreed 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 1.15% 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:
You invest $10,000 in the Fund for the time periods indicated
Your investment has a 5% return each year and the Fund’s operating expenses remain the same
You reinvest all distributions and dividends without a sales charge
The expenses of the underlying funds are reflected
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | | | | | | | | | | Number of years you own your shares ($) | | | | 1 year | | | 3 years | | | 5 years | | | 10 years | | Class A (with or without redemption at end of period) | | | 760 | | | | 1146 | | | | 1556 | | | | 2697 | | Class C (with redemption at end of period) | | | 369 | | | | 826 | | | | 1409 | | | | 2991 | | Class C (without redemption of end of period) | | | 269 | | | | 826 | | | | 1409 | | | | 2991 | | Class FI (with or without redemption at end of period) | | | 196 | | | | 606 | | | | 1042 | | | | 2254 | | Class R (with or without redemption at end of period) | | | 222 | | | | 698 | | | | 1200 | | | | 2581 | | Class I (with or without redemption at end of period) | | | 167 | | | | 517 | | | | 891 | | | | 1943 | | Class IS (with or without redemption at end of period) | | | 163 | | | | 505 | | | | 871 | | | | 1901 | |
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 | |
1 | The sales charge is waived for shareholders purchasing Class A shares through accounts where LMIS is the broker-dealer of record (“LMIS Accounts”). |
2 | Shareholders purchasing Class A shares through certain Service Agents or in certain types of accounts may be eligible for a waiver of the sales charge. |
3 | Maximum deferred sales charge (load) may be reduced over time. |
4 | You may buy Class A shares in amounts of $1,000,000 or more at net asset value (without an initial sales charge), but if you redeem those shares within 18 months of their purchase, you will pay a contingent deferred sales charge of 1.00%. |
5 | If your shares are held in a direct account and the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the Fund may charge you a fee of $3.75 per account that is determined and assessed quarterly (with an annual maximum of $15.00 per account). Direct accounts generally include accounts held in the name of the individual investor on the Fund’s books and records. |
6 | “Other expenses” for Class R shares are estimated for the period ended June 30, 2017. Actual expenses may differ from estimates. |
7 | 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. |
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:
You invest $10,000 in the Fund for the time periods indicated
Your investment has a 5% return each year and the Fund’s operating expenses remain the same
You reinvest all distributions and dividends without a sales charge
The expenses of the underlying funds are reflected
Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | | | | | | | | | | | | | | | | Number of years you own your shares ($) | | | | 1 year | | | 3 years | | | 5 years | | | 10 years | | Class A (with or without redemption at end of period) | | | 756 | | | | 1135 | | | | 1537 | | | | 2658 | | Class C (with redemption at end of period) | | | 365 | | | | 814 | | | | 1390 | | | | 2954 | | Class C (without redemption of end of period) | | | 265 | | | | 814 | | | | 1390 | | | | 2954 | | Class FI (with or without redemption at end of period) | | | 192 | | | | 594 | | | | 1021 | | | | 2212 | | Class R (with or without redemption at end of period) | | | 223 | | | | 690 | | | | 1183 | | | | 2542 | | Class I (with or without redemption at end of period) | | | 163 | | | | 505 | | | | 871 | | | | 1901 | | Class IS (with or without redemption at end of period) | | | 153 | | | | 487 | | | | 845 | | | | 1851 | |
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.
1 | During the fiscal year ended December 31, 2016, the management fee paid by the Fund to LMPFA net of the contractual and voluntary expense limitations was $610,919, for an effective fee rate of 0.25% of the Fund’s average daily net assets. |
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:
| 1. | Internet—the enclosed Proxy Card includes directions for shareholders to cast their votes via the Internet at a website designed for this purpose. The required control number is printed on each shareholder’s Proxy Card. Shareholders who cast their votes via the Internet do not need to mail their Proxy Card. |
| 2. | Telephone—the enclosed Proxy Card includes directions for shareholders to cast their votes over the telephone. The toll-free telephone number and required control number are printed on each shareholder’s Proxy Card. Shareholders who cast their votes over the telephone do not need to mail their Proxy Card. |
| 3. | Mail—shareholders also may cast their votes by executing the enclosed Proxy Card and mailing it in the envelope provided. The envelope is addressed for your convenience and needs no postage if mailed in the United States. |
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. 2
Summary of such specifications, for approvalProposals | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposal 1 – to approve a new management agreement with Legg Mason Partners Fund Advisor, LLC | | | Proposal 2 – to approve a new subadvisory agreement with: | | Name of Fund | | (a) ClearBridge Investments, LLC | | | (b) ClearBridge RARE Infrastructure (North America) Pty Limited | | | (c) QS Investors, LLC | | | (d) Western Asset Management Company, LLC | | | (e) Western Asset Management Company Limited | | | (f) Western Asset Management Company Ltd | | | (g) Western Asset Management Company Pte. Ltd. | | | (h) Royce & Associates, LP | | LEGG MASON PARTNERS EQUITY TRUST | | ClearBridge Aggressive Growth Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge All Cap Value Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Appreciation Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Dividend Strategy Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge International Small Cap Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge International Value Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Large Cap Growth Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Large Cap Value Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Mid Cap Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Mid Cap Growth Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Select Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Small Cap Growth Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Small Cap Value Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Sustainability Leaders Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Tactical Dividend Income Fund | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | QS Conservative Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Defensive Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Global Dividend Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Global Equity Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Moderate Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS S&P 500 Index Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS U.S. Large Cap Equity Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Adaptive Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Defensive Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason High Growth Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Income Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Low Volatility Fund | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | | LEGG MASON ETF INVESTMENT TRUST | | ClearBridge All Cap Growth ETF | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Dividend Strategy ESG ETF | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Large Cap Growth ESG ETF | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposal 1 – to approve a new management agreement with Legg Mason Partners Fund Advisor, LLC | | | Proposal 2 – to approve a new subadvisory agreement with: | | Name of Fund | | (a) ClearBridge Investments, LLC | | | (b) ClearBridge RARE Infrastructure (North America) Pty Limited | | | (c) QS Investors, LLC | | | (d) Western Asset Management Company, LLC | | | (e) Western Asset Management Company Limited | | | (f) Western Asset Management Company Ltd | | | (g) Western Asset Management Company Pte. Ltd. | | | (h) Royce & Associates, LP | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Global Infrastructure ETF | | Ö | | | | | | | | Ö | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason International Low Volatility High Dividend ETF | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason Low Volatility High Dividend ETF | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg MasonSmall-Cap Quality Value ETF | | Ö | | | | | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | Ö | | | Western Asset Short Duration Income ETF | | Ö | | | | | | | | | | | | | | | | Ö | | | | Ö | | | | Ö | | | | Ö | | | | | | | Western Asset Total Return ETF | | Ö | | | | | | | | | | | | | | | | Ö | | | | Ö | | | | Ö | | | | Ö | | | | | | | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | | ClearBridge Variable Aggressive Growth Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Appreciation Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Dividend Strategy Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Large Cap Growth Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Large Cap Value Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Mid Cap Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | ClearBridge Variable Small Cap Growth Portfolio | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Variable Conservative Growth | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Variable Growth | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | QS Variable Moderate Growth | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason/QS Aggressive Model Portfolio | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason/QS Conservative Model Portfolio | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason/QS Moderately Aggressive Model Portfolio | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason/QS Moderately Conservative Model Portfolio | | Ö | | | | | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | Legg Mason/QS Moderate Model Portfolio | | Ö | | | | | | | | Ö | | | | Ö | | | | | | | | | | | | | | | | | | | | | | | | ACTIVESHARES ETF TRUST | | ClearBridge Focus Value ETF | | Ö | | | | Ö | | | | | | | | | | | | Ö | | | | | | | | | | | | | | | | | | |
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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 5
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
Only shareholders of record of the Fund at the close of business on the Record Date are entitled to notice of and to vote at the Meeting and at any postponements or adjournments thereof. As of the close of business on the Record Date, the Fund had the number of shares outstanding as set forth in Exhibit A.
Quorum
The holders of outstanding shares of the Fund entitled to vote and present in person or by proxy representing 30% of the voting power of the Fund shall constituteRequires a quorum at the Meeting.
Required Vote
The affirmative vote of a majority“1940 Act Majority Vote” of the outstanding voting securities of the applicable Fund, is required to approve each Proposal, which under applicable lawvoting together as a single class.
A “1940 Act Majority Vote” of the outstanding voting securities of a Fund means the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the Fund that are present at the Meeting or represented by proxy if the holders of shares representing more than 50% of the voting power 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. Each whole share (or fractional share) outstanding on the Record Date shall entitle the holder thereof to 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 6
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.
7
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. 8
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 9
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 10
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 11
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. 12
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; 13
(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 14
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. 15
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 16
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. 17
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 LMPFA is a registered investment adviser and is a wholly owned subsidiary of Legg Mason. LMPFA, with offices at 620 Eighth Avenue, New York, New York 10018, provides investment management and/or administrative and certain oversight services to the Funds. As of December 31, 2019, LMPFA’s total assets under management were approximately $202.1 billion. LMPFA serves as the administrator or subadministrator for those Funds for which it is not the Manager and will continue to provide such services following the consummation of the Transaction. ClearBridge has offices at 620 Eighth Avenue, New York, New York 10018 and is an investment adviser that manages U.S. and international equity investment strategies for institutional and individual investors. ClearBridge has been committed to delivering long-term results through active management for more than 50��years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2019, ClearBridge’s total assets under management (including assets under management for ClearBridge, LLC, an affiliate of ClearBridge) were approximately $154.6 billion, including $25.0 billion for which ClearBridge providesnon-discretionary investment models to managed account sponsors. Western Asset Management Company, LLC (“Western Asset”), established in 1971, has offices at 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018. Western Asset Management Company Limited (“Western Asset London”) was founded in 1984 and has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) was founded in 1991 and has offices at 36F Shin-Marunouchi Building,5-1 Marunouchi1-ChomeChiyoda-Ku, Tokyo100-6536, Japan. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) was established in 2000 and has offices at 1 George Street#23-01, Singapore 049145. Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore act as investment advisers to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of December 31, 2019, the total assets under management of Western Asset and its supervised affiliates, including Western Asset London, Western Asset Japan and Western Asset Singapore, were approximately $456.3 billion. 18
ClearBridge RARE Infrastructure (North America) Pty Limited (formerly known as RARE Infrastructure (North America) Pty Ltd.) (“RARE”) has offices at Level 13, 35 Clarence Street, Sydney, NSW 2000 Australia. RARE and its affiliates manage assets for clients around the globe including government, corporate and industry pension funds, sovereign wealth funds, as well as retail funds in Australia and Canada. RARE is a wholly-owned subsidiary of RARE Infrastructure Limited (“RIL”), an Australian based investment manager. As of December 31, 2019, the total assets under management of RARE, RIL, and their supervised affiliates were approximately $4.9 billion. QS Investors, LLC (“QS Investors”) has offices at 880 Third Avenue, 7th Floor, New York, New York 10022. QS Investors provides asset management services primarily for institutional accounts, such as corporate pension and profit sharing plans; endowments and foundations; investment companies (including mutual funds); and state, municipal and foreign governmental entities. As of December 31, 2019, QS Investors had assets under management of $18.7 billion. Royce & Associates, LP (“Royce”) has offices at 745 Fifth Avenue, New York, NY 10151. Royce is a registered investment adviser. Royce is responsible for the management of their assets. Royce has been investing in smaller-company securities with a value approach for more than 40 years. As of December 31, 2019, Royce had assets under management of $13.7 billion. Affiliated Service Providers Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, MD 21202, a wholly-owned broker/dealer subsidiary of Legg Mason, serves as the principal underwriter for each Fund. LMIS will continue to act as the Funds’ principal underwriter following the consummation of the Transaction. LMIS also serves as a service agent of the Funds and is expected to continue to provide such services following the consummation of the Transaction. Additional Information about the Manager, the Subadvisers and Affiliated Service Providers The tables set forth in Appendix E show amounts paid to affiliates of the Manager and the Subadvisers during the Funds’ most recently completed fiscal year. There were no other material payments by the Funds to Legg Mason, the Manager, the Subadvisers or any of their affiliates during that period. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year. The names and principal occupations of the directors and principal executive officers (or persons performing similar functions) of the Manager and the Subadvisers are as set forth in AppendixF-1. The principal address of each individual as it relates to his or her duties at the applicable Manager/Subadviser is the same as that of the Manager/Subadviser. Each officer of the Funds, as well as Jane E. Trust, an interested Board Member of the Funds, is an employee of the Manager and/or Subadviser as set forth inAppendixF-2.No Independent Board Member of a Fund owns any securities of, or has any other material direct or indirect interest in, Legg Mason, Franklin Templeton or any of their respective affiliates, except as follows: Mr. Jerome Miller disclosed to the full Board that he owns shares of Franklin Templeton. Mr. Miller did not participate in the private discussions of the Independent Board Members regarding the Transaction and the Agreements. The Manager and the Subadvisers may provide investment advisory services to certain other funds that may have investment objectives and policies similar to those of the Funds. The table set forth in Appendix Glists other funds advised by the Manager or the Subadvisers, the net assets of those funds, and the management fees the Manager or the Subadvisers received from those funds during the fiscal years ended on the dates noted. Required Vote To become effective with respect to your Fund, the New Management Agreement with your Fund’s Manager must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of the Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.” 19
Your Fund’s Board recommends that you vote “FOR” this proposal. PROPOSAL 2—TO APPROVE A NEW SUBADVISORY AGREEMENT WITH EACH SUBADVISER OF YOUR FUND At the Meeting, you will be asked to approve a new subadvisory agreement (each a “New Subadvisory Agreement”) with respect to each of your Fund’s subadvisers (each, a “Subadviser,” and collectively, the “Subadvisers”). You are entitled to vote on a New Subadvisory Agreement with each Subadviser of your Fund. The name of your Fund appears below under the heading for each Subadviser of your Fund. Please also see the chart above in “Summary of Proposals.” PROPOSAL2-A: Approve a new subadvisory agreement with ClearBridge Investments, LLC Funds affected: | | | Legg Mason Partners Equity Trust | | | ClearBridge Aggressive Growth Fund | | ClearBridge Mid Cap Fund | ClearBridge All Cap Value Fund | | ClearBridge Mid Cap Growth Fund | ClearBridge Appreciation Fund | | ClearBridge Select Fund | ClearBridge Dividend Strategy Fund | | ClearBridge Small Cap Growth Fund | ClearBridge International Small Cap Fund | | ClearBridge Small Cap Value Fund | ClearBridge International Value Fund | | ClearBridge Sustainability Leaders Fund | ClearBridge Large Cap Growth Fund | | ClearBridge Tactical Dividend Income Fund | ClearBridge Large Cap Value Fund | | | | | | | | Legg Mason ETF Investment Trust | | | ClearBridge All Cap Growth ETF | | | ClearBridge Dividend Strategy ESG ETF | | | ClearBridge Large Cap Growth ESG ETF | | | | | | | | Legg Mason Partners Variable Equity Trust | | | ClearBridge Variable Aggressive Growth Portfolio | | ClearBridge Variable Large Cap Value Portfolio | ClearBridge Variable Appreciation Portfolio | | ClearBridge Variable Mid Cap Portfolio | ClearBridge Variable Dividend Strategy Portfolio | | ClearBridge Variable Small Cap Growth Portfolio | ClearBridge Variable Large Cap Growth Portfolio | | | | | | | | ActiveShares ETF Trust | | | ClearBridge Focus Value ETF | | | |
PROPOSAL2-B: Approve a new subadvisory agreement with ClearBridge RARE Infrastructure (North America) Pty Limited (formerly known as RARE Infrastructure (North America) Pty Ltd.) Fund affected: Legg Mason ETF Investment Trust Legg Mason Global Infrastructure ETF 20
PROPOSAL2-C: Approve a new subadvisory agreement with QS Investors, LLC Funds affected: | | | Legg Mason Partners Equity Trust | | | QS Conservative Growth Fund | | Legg Mason Adaptive Growth Fund | QS Defensive Growth Fund | | Legg Mason Defensive Fund | QS Global Dividend Fund | | Legg Mason High Growth Fund | QS Global Equity Fund | | Legg Mason Income Fund | QS Growth Fund | | Legg Mason Low Volatility Fund | QS Moderate Growth Fund | | | QS S&P 500 Index Fund | | | QS U.S. Large Cap Equity Fund | | | | | | | | Legg Mason ETF Investment Trust | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | Legg Mason Low Volatility High Dividend ETF | Legg Mason International Low Volatility High Dividend ETF | | | | | | | | Legg Mason Partners Variable Equity Trust | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | Legg Mason/QS Aggressive Model Portfolio | QS Variable Conservative Growth | | Legg Mason/QS Conservative Model Portfolio | QS Variable Growth | | Legg Mason/QS Moderately Aggressive Model Portfolio | QS Variable Moderate Growth | | Legg Mason/QS Moderately Conservative Model Portfolio | | | Legg Mason/QS Moderate Model Portfolio |
PROPOSAL2-D: Approve a new subadvisory agreement with Western Asset Management Company, LLC Funds affected: | | | Legg Mason Partners Equity Trust | | | ClearBridge Aggressive Growth Fund | | QS Conservative Growth Fund | ClearBridge All Cap Value Fund | | QS Defensive Growth Fund | ClearBridge Appreciation Fund | | QS Global Dividend Fund | ClearBridge Dividend Strategy Fund | | QS Global Equity Fund | ClearBridge International Small Cap Fund | | QS Growth Fund | ClearBridge International Value Fund | | QS Moderate Growth Fund | ClearBridge Large Cap Growth Fund | | QS S&P 500 Index Fund | ClearBridge Large Cap Value Fund | | QS U.S. Large Cap Equity Fund | ClearBridge Mid Cap Fund | | Legg Mason Adaptive Growth Fund | ClearBridge Mid Cap Growth Fund | | Legg Mason Defensive Fund | ClearBridge Select Fund | | Legg Mason High Growth Fund | ClearBridge Small Cap Growth Fund | | Legg Mason Income Fund | ClearBridge Small Cap Value Fund | | Legg Mason Low Volatility Fund | ClearBridge Sustainability Leaders Fund | | | ClearBridge Tactical Dividend Income Fund | | | | | |
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| | | Legg Mason ETF Investment Trust | | | ClearBridge All Cap Growth ETF | | Legg Mason Low Volatility High Dividend ETF | ClearBridge Dividend Strategy ESG ETF | | Legg MasonSmall-Cap Quality Value ETF | ClearBridge Large Cap Growth ESG ETF | | Western Asset Short Duration Income ETF | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | Western Asset Total Return ETF | Legg Mason Global Infrastructure ETF | | | Legg Mason International Low Volatility High Dividend ETF | | | | | | | | Legg Mason Partners Variable Equity Trust | | | ClearBridge Variable Aggressive Growth Portfolio | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | ClearBridge Variable Appreciation Portfolio | | QS Variable Conservative Growth | ClearBridge Variable Dividend Strategy Portfolio | | QS Variable Growth | ClearBridge Variable Large Cap Growth Portfolio | | QS Variable Moderate Growth | ClearBridge Variable Large Cap Value Portfolio | | Legg Mason/QS Aggressive Model Portfolio | ClearBridge Variable Mid Cap Portfolio | | Legg Mason/QS Conservative Model Portfolio | ClearBridge Variable Small Cap Growth Portfolio | | Legg Mason/QS Moderately Aggressive Model Portfolio | | | Legg Mason/QS Moderately Conservative Model Portfolio | | | Legg Mason/QS Moderate Model Portfolio | | | | | | ActiveShares ETF Trust | | | ClearBridge Focus Value ETF |
PROPOSAL2-E: Approve a new subadvisory agreement with Western Asset Management Company Limited Funds affected: | | | Legg Mason ETF Investment Trust | | | Western Asset Short Duration Income ETF | | Western Asset Total Return ETF |
PROPOSAL2-F: Approve a new subadvisory agreement with Western Asset Management Company Ltd Funds affected: | | | Legg Mason ETF Investment Trust | | | Western Asset Short Duration Income ETF | | Western Asset Total Return ETF |
PROPOSAL2-G: Approve a new subadvisory agreement with Western Asset Management Company Pte. Ltd. Funds affected: | | | Legg Mason ETF Investment Trust | | | Western Asset Short Duration Income ETF | | Western Asset Total Return ETF |
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PROPOSAL2-H: Approve a new subadvisory agreement with Royce & Associates, LP Fund affected: Legg Mason ETF Investment Trust Legg MasonSmall-Cap Quality Value ETF Introduction Each Subadviser except Royce &Associates, LP is a wholly-owned subsidiary of Legg Mason. Royce is a majority-owned subsidiary of Legg Mason. Information about the Subadvisers is provided in Proposal 1 above under “Information about the Manager, the Subadvisers and Affiliated Service Providers.” Your Fund’s Subadviser, the date of each Current Subadvisory Agreement with respect to your Fund, and the date on which it was last approved by shareholders and approved for continuance by the applicable Board are provided inAppendix D. Shareholders are being asked to approve a New Subadvisory Agreement with respect to each of your Fund’s Subadvisers because the consummation of the Transaction described above will constitute a change in control of your Fund’s Manager and Subadvisers and, therefore, will result in the automatic termination of each Current Subadvisory Agreement under the 1940 Act. If shareholders approve a New Subadvisory Agreement for a Fund prior to the consummation of the Transaction and that Fund’s New Management Agreement is approved by shareholders, that New Subadvisory Agreement will be effective upon the consummation of the Transaction. In the event that the Transaction is not consummated, the Subadviser will continue to serve your Fund pursuant to the terms of the Current Subadvisory Agreement. There will be no increase in the fees payable to a Subadviser as a result of a New Subadvisory Agreement, and each Subadviser will continue to provide the advisory services to a Fund under a New Subadvisory Agreement as were provided under the applicable Current Subadvisory Agreement. It is expected that advisory services will continue to be provided by the same Subadviser personnel under a New Subadvisory Agreement as under the applicable Current Subadvisory Agreement. The Fund’s Manager pays a portion of the fee it receives from the Fund to a Subadviser as compensation for the Subadviser’s advisory services to the Fund. In certain cases, a Fund’s Subadviser pays a portion of the fee it receives to other Subadvisers as compensation for such Subadvisers’ advisory services to the Fund. The terms of each New Subadvisory Agreement are identical to the terms of the applicable Current Subadvisory Agreement, except for the dates of execution, effectiveness and termination. The stated subadvisory fees to be paid with respect to your Fund are identical under the applicable Current Subadvisory Agreement and the New Subadvisory Agreement. Set forth below is a general description of the New Subadvisory Agreement and a comparison of its terms to those of the Current Subadvisory Agreement. Shareholders of each Fund other than ClearBridge Focus Value ETF should refer toAppendixJ-1 for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreement(s), andAppendixJ-2 for a copy of the form of New Subadvisory Agreement. Shareholders of ClearBridge Focus Value ETF should refer toAppendixJ-3 for a more detailed comparison of the terms of the New Subadvisory Agreement and their Fund’s Current Subadvisory Agreements, andAppendixJ-4 for a copy of the form of New Subadvisory Agreement. In the event of any inconsistency between this Joint Proxy Statement and the agreements described herein, the agreements will control. Comparison of Current Subadvisory Agreement and New Subadvisory Agreement Fees. There is no change in the fees payable to Subadvisers for investment subadvisory services as a result of the New Subadvisory Agreements. The Fund does not compensate a Subadviser for its services. That compensation is paid by the Manager or, in some cases, another Subadviser. The current contractual fees payable to the Subadvisers are set forth in Appendix D. 23
Investment Subadvisory Services. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement provides that, subject to the supervision of the Fund’s Board Members and its Manager, the Subadviser will regularly provide the Fund, with respect to that portion of a Fund’s assets allocated to the Subadviser by the Manager, with investment research, advice, management and supervision, will furnish a continuous investment program for the allocated assets consistent with the Fund’s investment objectives, policies and restrictions, will determine from time to time without noticewhat securities and other than announcement atinvestments will be purchased, retained or sold by the Meeting, untilFund, and will implement those decisions, all subject to the requisite number of shares entitled to vote at the Meeting shall be present. Unless a proxy provides otherwise, the persons named as proxies will vote upon such adjournment in their discretion. Any adjourned meeting may be held as adjourned without further notice, even if the date of such adjourned meeting is more than 120 days after the notice of the original meeting or the postponement thereof, was mailed or sent. Shareholder Reports
Copiesprovisions of the Fund’s most recent Annual Reportgoverning documents, the 1940 Act, the applicable rules and Semi-Annual Reportregulations of the SEC, and other applicable federal and state law, as well as any specific policies adopted by the Fund’s Board and disclosed to shareholdersthe Subadviser.
Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, the Subadviser is authorized to place orders pursuant to its investment determinations with respect to the allocated assets 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 Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided in the Agreement and described below, the Subadviser may select brokers or dealers who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Funds and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” The Subadviser 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 Subadviser 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 in terms of either that particular transaction or the overall responsibilities that the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. Each of the Current Subadvisory Agreement and New Subadvisory Agreement further provides that the Subadviser will exercise voting rights, rights to consent to corporate action and any other rights pertaining to its allocated portion of a Fund’s assets in accordance with the Subadviser’s policies and procedures, subject to such direction as a Fund’s Board may provide and will perform such other functions of investment management and supervision as may be furnished without charge upon requestdirected by writingthe Board. Under each of the Current Subadvisory Agreement and New Subadvisory Agreement, the Subadviser agrees that it will keep records relating to the services it provides the Fund in accordance with applicable laws. Payment of Expenses. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement requires the Subadviser to furnish the Fund, at its own expense, all necessary services, facilities and personnel in connection with its responsibilities under the Agreement. Except for these expenses, the Subadviser is not responsible for a Fund’s expenses. The Subadviser is required to bear all expenses in connection with the performance of its services under the Agreement. Potential Conflicts of Interest. Each Fund and its Manager and Subadvisers 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 Subadvisory Agreements and the New Subadvisory 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 Subadviser 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 Subadviser. 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 Subadviser’s policies and procedures as presented to the Board from time to time. Each of the Current Subadvisory Agreement and the New Subadvisory Agreement specifically provides that the Subadviser may engage in any other business or render services of any kind. 24
Each of the Current Subadvisory Agreement and the New Subadvisory Agreement also permits the Subadviser to delegate to an affiliate or employees of an affiliate certain of its duties under the Agreement, as long as the Subadviser supervises the affiliate or the employees. Any such arrangement must be entered into in accordance with the 1940 Act and does not relieve the Subadviser of any of its obligations under the Agreement. Limitation on Liability. Under each of the Current Subadvisory Agreement and the New Subadvisory Agreement, Subadviser 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 Subadviser 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 and duties under the Agreement. This same limitation of liability applies to affiliates of the Subadviser who may provide services to the Fund as contemplated by the Subadvisory Agreement. The Current Subadvisory Agreements and New Subadvisory Agreements for certain Funds also clarify that the Subadviser assumes no responsibility other than to render the services called for by the Agreement in good faith, and that the Subadviser is not liable for any error of judgment or mistake of law. Term and Continuance. If approved by shareholders prior to the consummation of the Transaction and the Fund’s New Management Agreement is approved by shareholders, the New Subadvisory Agreement will go into effect upon the consummation of the Transaction for an initialtwo-year period. Thereafter, if not terminated, the New Subadvisory Agreement will continue in effect from year to year if such continuance is specifically approved at 100 First Stamford Place, Attn: Shareholder Services – 5th Floor, Stamford, Connecticut 06902least annually (a) by the Board or (b) by callinga vote of a majority of the following number:1-877-721-1926. Please note that only one Annual or Semi-Annual Report or Proxy Statement may be delivered to two or more shareholdersoutstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board Members who share an address, unlessare not interested persons of any party to the New Subadvisory Agreement, as required by the 1940 Act. The Current Subadvisory 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 Subadvisory Agreement and the New Subadvisory 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, has received instructionsupon written notice provided within the period specified by the Agreement. Each Subadvisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act). The Current Subadvisory Agreements and New Subadvisory Agreements for certain Funds also limit the ongoing use of the name of the Subadviser following termination. Additional Provisions. The Current Subadvisory Agreement for certain more recently established Funds identified inAppendixJ-1 and AppendixJ-2includes additional provisions regarding third party beneficiaries and forum selection, which will also be included in the New Subadvisory Agreement for these Funds. The provisions described below apply only to the contrary. To requestNew Subadvisory Agreements for these Funds, and do not vary from the existing provisions for these Funds. These provisions are not included in the Current or New Subadvisory Agreements for any other Funds. The New Subadvisory Agreement, like the Current Subadvisory 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 Subadvisory Agreement for these Funds, like the Current Subadvisory 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 separate copy“Designated Court”). The New Subadvisory Agreement for these Funds, like the Current Subadvisory 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 Subadvisory Agreement for these Funds, like the Current Subadvisory Agreement, also provides that the Subadviser 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 Subadviser’s control. 25
Possible Interim Subadvisory Agreement(s) If the shareholders of your Fund do not approve a New Subadvisory Agreement and the Transaction is completed, an Annualinterim subadvisory agreement (an “Interim Subadvisory Agreement”) will take effect upon the closing of the Transaction. The Board is expected to approve the Interim Subadvisory Agreement to allow the Fund’s Subadviser to continue to providing services to the Fund while shareholder approval of the New Subadvisory Agreement continues to be sought. The terms of the Interim Subadvisory Agreement are identical to those of the Current Subadvisory Agreement, except for the term and escrow provisions described below. The Interim Subadvisory Agreement will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the“150-day period”) or Semi-Annual Reportwhen shareholders of your Fund approve the New Subadvisory Agreement. Pursuant to Rule15a-4 under the 1940 Act, compensation earned by a Subadviser under an Interim Subadvisory Agreement will be held in an interest-bearing escrow account. If shareholders of your Fund approve the New Subadvisory Agreement prior to the end of the150-day period, the amount held in the escrow account under the Interim Subadvisory Agreement will be paid to the Subadviser. If shareholders of your Fund do not approve the New Subadvisory 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 Subadviser will be paid the lesser of its costs incurred in performing its services under the Interim Subadvisory Agreement or the Proxy Statement,total amount of the escrow account, plus interest earned. Thereafter, the Manager and Board of your Fund would either negotiate a new subadvisory agreement with an advisory organization selected by the Manager and the Board or for instructions asmake other appropriate arrangements. Board Evaluation At the meetings held on April 7, 2020 at which the Board of your Fund will consider approval of your Fund’s New Management Agreement, the Board of your Fund, including the Independent Board Members, also will consider approving a New Subadvisory Agreement with respect to howeach of your Fund’s Subadvisers. Your Fund’s Board’s considerations regarding a New Subadvisory Agreement with respect to requesteach of your Fund’s Subadvisers are discussed in Proposal 1 above. Required Vote To become effective with respect to your Fund, each New Subadvisory Agreement with a separate copySubadviser of these documents or as to how to requestyour Fund must be approved by a single copy if multiple copies“1940 Act Majority Vote” of these documents are received, shareholders should contactthe outstanding voting securities of the Fund, atas such term is defined above in “Vote Required and Manner of Voting Proxies.” Your Fund’s Board recommends that you vote “FOR” this proposal. ADDITIONAL INFORMATION 5% Share Ownership As of March 18, 2020, the addresspersons listed in Appendix H owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix H. Security Ownership of Management As of March 18, 2020, the Board Members and phone number set forth above.officers of each Fund owned, in the aggregate, less than 1% of each Fund’s outstanding shares. Submission of Shareholder Proposals The Fund doesFunds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of thea Fund must be received at the offices of the Fund, 620 Eighth Avenue, 49th Floor, New York, New York 10018, in accordance with the time periods set forth for advance notice in the bylaws applicable to the Fund or, if no such time period is specified, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement. Other Business
LMPFA, EPOLP,
26
Shareholder Communications Shareholders who want to communicate with the Board or any individual Board Member should write their Fund to the attention of the Secretary of the Funds (addressed to c/o Legg Mason, 100 First Stamford Place, 6th Floor, Stamford, CT 06902). The letter should indicate that you are a Fund shareholder. If the communication is intended for a specific Board Member and so indicates it will be sent only to that Board Member. If a communication does not indicate a specific Board Member it will be sent to the chair of the nominating and governance committee and the outside counsel to the Independent Board Members for further distribution as deemed appropriate by such persons. Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Fund’s Chief Compliance Officer (“CCO”) at the offices of the Fund or atcompliance-fundscco@leggmason.com. Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the Audit Committee of the Board that oversees the Fund. Such letters may be submitted on an anonymous basis. Expense of Proxy Solicitation The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and the Trust knowJoint Proxy Statement and all other costs in connection with the solicitation of noproxies will not be borne by the Funds andwill be borne by Legg Mason. These costs will be borne by Legg Mason whether or not the proposals are successful. Solicitation may be made by letter or telephone by officers or employees of the Manager, or by dealers and their representatives. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies. Legg Mason will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding the Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, Legg Mason, on behalf of each Fund, has retained [ ], [address], a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that [ ] will be paid approximately $[ ] for such solicitation services (plus reimbursements ofout-of-pocket expenses), to be borne by [ ]. [ ] may solicit proxies personally and by telephone. Fiscal Year The fiscal year end of each Fund is as set forth in Appendix A. General Management does not intend to present and does not have reason to believe that any other items of business towill be presented at the MeetingMeetings. However, if other thanmatters are properly presented at the matters set forth in this Proxy Statement. Should any other matter requiring theMeetings for a vote, of shareholders arise, the proxies will vote thereon according tobe voted by the persons acting under the proxies upon such matters in accordance with their best judgment inof the best interests of the TrustFund. A list of shareholders entitled to be present and to vote at each Meeting will be available at the relevant Fund. By orderoffices of the BoardFunds, 620 Eighth Avenue, 49th Floor, New York, New York 10018, for inspection by any shareholder during regular business hours beginning ten days prior to the date of Trustees,the Meetings.
Please vote promptly by completing, signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to vote by telephone or over the Internet.
Robert I. Frenkel Secretary Legg Mason Partners Equity Trust
Dated: [October , 2017][date]
27
EXHIBITAppendix A
SHARES OUTSTANDING
As of the Record Date, the following number of shares of the Fund were outstandingTrusts and entitled to vote:Series; Fiscal Year Ends
| | | | | Trust | | Series | | Fiscal Year End | LEGG MASON PARTNERS EQUITY TRUST | | | | | ClearBridge Aggressive Growth Fund | | 8/31 | | | ClearBridge All Cap Value Fund | | 9/30 | | | ClearBridge Appreciation Fund | | 10/31 | | | ClearBridge Dividend Strategy Fund | | 12/31 | | | ClearBridge International Small Cap Fund | | 9/30 | | | ClearBridge International Value Fund | | 10/31 | | | ClearBridge Large Cap Growth Fund | | 11/30 | | | ClearBridge Large Cap Value Fund | | 10/31 | | | ClearBridge Mid Cap Fund | | 10/31 | | | ClearBridge Mid Cap Growth Fund | | 10/31 | | | ClearBridge Select Fund | | 10/31 | | | ClearBridge Small Cap Growth Fund | | 10/31 | | | ClearBridge Small Cap Value Fund | | 9/30 | | | ClearBridge Sustainability Leaders Fund | | 10/31 | | | ClearBridge Tactical Dividend Income Fund | | 10/31 | | | QS Conservative Growth Fund | | 1/31 | | | QS Defensive Growth Fund | | 1/31 | | | QS Global Dividend Fund | | 9/30 | | | QS Global Equity Fund | | 10/31 | | | QS Growth Fund | | 1/31 | | | QS Moderate Growth Fund | | 1/31 | | | QS S&P 500 Index Fund | | 9/30 | | | QS U.S. Large Cap Equity Fund | | 11/30 | | | Legg Mason Adaptive Growth Fund | | 9/30 | | | Legg Mason Defensive Fund | | 9/30 | | | Legg Mason High Growth Fund | | 9/30 | | | Legg Mason Income Fund | | 9/30 | | | Legg Mason Low Volatility Fund | | 9/30 | LEGG MASON ETF INVESTMENT TRUST | | | | | ClearBridge All Cap Growth ETF | | 9/30 | | | ClearBridge Dividend Strategy ESG ETF | | 11/30 | | | ClearBridge Large Cap Growth ESG ETF | | 11/30 | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | 10/31 | | | Legg Mason Global Infrastructure ETF | | 10/31 | | | Legg Mason International Low Volatility High Dividend ETF | | 10/31 | | | Legg Mason Low Volatility High Dividend ETF | | 10/31 | | | Legg MasonSmall-Cap Quality Value ETF | | 7/31 | | | Western Asset Short Duration Income ETF | | 7/31 | | | Western Asset Total Return ETF | | 12/31 | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | | | | | ClearBridge Variable Aggressive Growth Portfolio | | 12/31 | | | ClearBridge Variable Appreciation Portfolio | | 12/31 | | | ClearBridge Variable Dividend Strategy Portfolio | | 12/31 | | | ClearBridge Variable Large Cap Growth Portfolio | | 12/31 | | | ClearBridge Variable Large Cap Value Portfolio | | 12/31 | | | ClearBridge Variable Mid Cap Portfolio | | 12/31 | | | ClearBridge Variable Small Cap Growth Portfolio | | 12/31 | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | 12/31 | | | QS Variable Conservative Growth | | 12/31 | | | QS Variable Growth | | 12/31 | | | QS Variable Moderate Growth | | 12/31 | | | Legg Mason/QS Aggressive Model Portfolio | | 12/31 | | | Legg Mason/QS Conservative Model Portfolio | | 12/31 | | | Legg Mason/QS Moderately Aggressive Model Portfolio | | 12/31 | | | Legg Mason/QS Moderately Conservative Model Portfolio | | 12/31 | | | Legg Mason/QS Moderate Model Portfolio | | 12/31 | ACTIVESHARES ETF TRUST | | | | | ClearBridge Focus Value ETF | | 9/30 |
A-1
Appendix B Fund Information The following table lists, with respect to each Fund, the total number of shares outstanding and the net assets of the Fund on April 1, 2020, the record date for voting at the Meeting. Additionally, the table lists the quorum requirements for each Fund. For each Fund, a shareholder is entitled to vote based on the dollar value of shares held by the shareholder on the record date, so called “dollar-weighted” voting. | | | | | | | | | | | | | Fund | | Total Shares Outstanding | | Net Assets ($) | | | Quorum Requirement | LEGG MASON PARTNERS EQUITY TRUST | | | | | | | | | | | ClearBridge Aggressive Growth Fund | | | | | | | | 30% of voting power | | | ClearBridge All Cap Value Fund | | | | | | | | 30% of voting power | | | ClearBridge Appreciation Fund | | | | | | | | 30% of voting power | | | ClearBridge Dividend Strategy Fund | | | | | | | | 30% of voting power | | | ClearBridge International Small Cap Fund | | | | | | | | 30% of voting power | | | ClearBridge International Value Fund | | | | | | | | 30% of voting power | | | ClearBridge Large Cap Growth Fund | | | | | | | | 30% of voting power | | | ClearBridge Large Cap Value Fund | | | | | | | | 30% of voting power | | | ClearBridge Mid Cap Fund | | | | | | | | 30% of voting power | | | ClearBridge Mid Cap Growth Fund | | | | | | | | 30% of voting power | | | ClearBridge Select Fund | | | | | | | | 30% of voting power | | | ClearBridge Small Cap Growth Fund | | | | | | | | 30% of voting power | | | ClearBridge Small Cap Value Fund | | | | | | | | 30% of voting power | | | ClearBridge Sustainability Leaders Fund | | | | | | | | 30% of voting power | | | ClearBridge Tactical Dividend Income Fund | | | | | | | | 30% of voting power | | | QS Conservative Growth Fund | | | | | | | | 30% of voting power | | | QS Defensive Growth Fund | | | | | | | | 30% of voting power | | | QS Global Dividend Fund | | | | | | | | 30% of voting power | | | QS Global Equity Fund | | | | | | | | 30% of voting power | | | QS Growth Fund | | | | | | | | 30% of voting power | | | QS Moderate Growth Fund | | | | | | | | 30% of voting power | | | QS S&P 500 Index Fund | | | | | | | | 30% of voting power | | | QS U.S. Large Cap Equity Fund | | | | | | | | 30% of voting power | | | Legg Mason Adaptive Growth Fund | | | | | | | | 30% of voting power | | | Legg Mason Defensive Fund | | | | | | | | 30% of voting power | | | Legg Mason High Growth Fund | | | | | | | | 30% of voting power | | | Legg Mason Income Fund | | | | | | | | 30% of voting power | | | Legg Mason Low Volatility Fund | | | | | | | | 30% of voting power | LEGG MASON ETF INVESTMENT TRUST | | | | | | | | | | | ClearBridge All Cap Growth ETF | | | | | | | | 33 1/3% of voting power | | | ClearBridge Dividend Strategy ESG ETF | | | | | | | | 33 1/3% of voting power | | | ClearBridge Large Cap Growth ESG ETF | | | | | | | | 33 1/3% of voting power | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | | | | | | | 33 1/3% of voting power |
B-1
| | | | | | | | | | | | | Fund | | Total Shares Outstanding | | Net Assets ($) | | | Quorum Requirement | | | Legg Mason Global Infrastructure ETF | | | | | | | | 33 1/3% of voting power | | | Legg Mason International Low Volatility High Dividend ETF | | | | | | | | 33 1/3% of voting power | | | Legg Mason Low Volatility High Dividend ETF | | | | | | | | 33 1/3% of voting power | | | Legg MasonSmall-Cap Quality Value ETF | | | | | | | | 33 1/3% of voting power | | | Western Asset Short Duration Income ETF | | | | | | | | 33 1/3% of voting power | | | Western Asset Total Return ETF | | | | | | | | 33 1/3% of voting power | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | | | | | | | | | | | ClearBridge Variable Aggressive Growth Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Appreciation Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Dividend Strategy Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Large Cap Growth Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Large Cap Value Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Mid Cap Portfolio | | | | | | | | 30% of voting power | | | ClearBridge Variable Small Cap Growth Portfolio | | | | | | | | 30% of voting power | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | | | | | | | 30% of voting power | | | QS Variable Conservative Growth | | | | | | | | 30% of voting power | | | QS Variable Growth | | | | | | | | 30% of voting power | | | QS Variable Moderate Growth | | | | | | | | 30% of voting power | | | Legg Mason/QS Aggressive Model Portfolio | | | | | | | | 30% of voting power | | | Legg Mason/QS Conservative Model Portfolio | | | | | | | | 30% of voting power | | | Legg Mason/QS Moderately Aggressive Model Portfolio | | | | | | | | 30% of voting power | | | Legg Mason/QS Moderately Conservative Model Portfolio | | | | | | | | 30% of voting power | | | Legg Mason/QS Moderate Model Portfolio | | | | | | | | 30% of voting power | ACTIVESHARES ETF TRUST | | | | | | | | | | | ClearBridge Focus Value ETF | | | | | | | | 33 1/3% of voting power |
B-2
Appendix C Management Agreements Dates, Approvals and Fees | | | | | | | | | | | Fund | | Manager | | Date of Current Management Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Management Fee (as a percentage of average daily net assets unless noted otherwise) | ClassLEGG MASON PARTNERS EQUITY TRUST
| ClearBridge Aggressive Growth Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge All Cap Value Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.700% up to $1.5 billion of average daily net assets; 0.680% of average daily net assets between $1.5 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $2.5 billion; 0.600% of average daily net assets between $2.5 billion and $3.5 billion; 0.500% of average daily net assets exceeding $3.5 billion | | | | | | | ClearBridge Appreciation Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $250 million of average daily net assets; 0.70% of average daily net assets between $250 million and $500 million; 0.65% of average daily net assets between $500 million and $1 billion; 0.60% of average daily net assets between $1 billion and $2 billion; 0.55% of average daily net assets between $2 billion and $3 billion; 0.50% of average daily net assets exceeding $3 billion | | | | | | | ClearBridge Dividend Strategy Fund | | LMPFA | | 4/29/2008 | | 8/29/20081 | | 11/6/2019 | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge International Small Cap Fund | | LMPFA | | 8/5/2010 | | 8/5/20101 | | 11/6/2019 | | 0.80% up to $1 billion of average daily net assets; 0.75% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.65% of average daily net assets between $5 billion and $10 billion; 0.60% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge International Value Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Large Cap Growth Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion |
C-1
| | | | | | | | | | | Fund | | Manager | | Date of Current Management Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Management Fee (as a percentage of average daily net assets unless noted otherwise) | ClearBridge Large Cap Value Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.650% of assets up to and including $350 million; 0.550% of assets over $350 million and up to and including $500 million; 0.525% of assets over $500 million and up to and including $750 million; 0.500% of assets over $750 million and up to and including $1 billion; and 0.450% of assets over $1 billion | | | | | | | ClearBridge Mid Cap Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Mid Cap Growth Fund | | LMPFA | | 8/5/2010 | | 8/5/20101 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Select Fund | | LMPFA | | 11/28/2012 | | 11/28/20121 | | 11/6/2019 | | 0.95% | | | | | | | ClearBridge Small Cap Growth Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% | | | | | | | ClearBridge Small Cap Value Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% | | | | | | | ClearBridge Sustainability Leaders Fund | | LMPFA | | 3/31/2015 | | 3/31/20151 | | 11/6/2019 | | 0.650% of assets up to and including $1 billion; 0.625% of assets over $1 billion and up to and including $2 billion; and 0.600% of assets over $2 billion | | | | | | | ClearBridge Tactical Dividend Income Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion | | | | | | | QS Conservative Growth Fund | | LMPFA | | 12/1/2007 | | 4/13/20072 | | 11/6/2019 | | 0.00% | | | | | | | QS Defensive Growth Fund | | LMPFA | | 12/1/2007 | | 4/13/20072 | | 11/6/2019 | | 0.00% | | | | | | | QS Global Dividend Fund | | LMPFA | | 2/28/2013 | | 2/28/20131 | | 11/6/2019 | | 0.65% | | | | | | | QS Global Equity Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | QS Growth Fund | | LMPFA | | 12/1/2007 | | 4/13/20072 | | 11/6/2019 | | 0.00% | | | | | | | QS Moderate Growth Fund | | LMPFA | | 12/1/2007 | | 4/13/20072 | | 11/6/2019 | | 0.00% | | | | | | | QS S&P 500 Index Fund | | LMPFA | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 0.25% |
C-2
| | | | | | | | | | | Fund | | Manager | | Date of Current Management Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Management Fee (as a percentage of average daily net assets unless noted otherwise) | QS U.S. Large Cap Equity Fund | | LMPFA | | 4/28/2008 | | 4/28/20081 | | 11/6/2019 | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | Legg Mason Adaptive Growth Fund | | LMPFA | | n/a | | n/a | | n/a | | 0.35% | | | | | | | Legg Mason Defensive Fund | | LMPFA | | n/a | | n/a | | n/a | | 0.35% | | | | | | | Legg Mason High Growth Fund | | LMPFA | | n/a | | n/a | | n/a | | 0.35% | | | | | | | Legg Mason Income Fund | | LMPFA | | n/a | | n/a | | n/a | | 0.35% | | | | | | | Legg Mason Low Volatility Fund | | LMPFA | | n/a | | n/a | | n/a | | 0.35% | LEGG MASON ETF INVESTMENT TRUST | | | ClearBridge All Cap Growth ETF | | LMPFA | | 5/2/2017 | | 5/2/20171 | | 11/6/2019 | | 0.53% | | | | | | | ClearBridge Dividend Strategy ESG ETF | | LMPFA | | 5/19/2017 | | 5/15/20171 | | 11/6/2019 | | 0.59% | | | | | | | ClearBridge Large Cap Growth ESG ETF | | LMPFA | | 5/19/2017 | | 5/15/20171 | | 11/6/2019 | | 0.59% | | | | | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | LMPFA | | 11/14/2016 | | 11/3/20161 | | 11/6/2019 | | 0.50% | | | | | | | Legg Mason Global Infrastructure ETF | | LMPFA | | 12/28/2016 | | 12/20/20161 | | 11/6/2019 | | 0.45% | | | | | | | Legg Mason International Low Volatility High Dividend ETF | | LMPFA | | 7/26/2016 | | 7/5/20161 | | 11/6/2019 | | 0.40% | | | | | | | Legg Mason Low Volatility High Dividend ETF | | LMPFA | | 11/19/2015 | | 12/3/20151 | | 11/6/2019 | | 0.27% | | | | | | | Legg MasonSmall-Cap Quality Value ETF | | LMPFA | | 7/10/2017 | | 6/23/20171 | | 11/6/2019 | | 0.60% | | | | | | | Western Asset Short Duration Income ETF | | LMPFA | | 1/14/2019 | | 1/11/20191 | | 11/16/2018 | | 0.29% | | | | | | | Western Asset Total Return ETF | | LMPFA | | 10/1/2018 | | 2/2/20181 | | 11/6/2019 | | 0.49% | Shares Outstanding onLEGG MASON PARTNERS VARIABLE EQUITY TRUST
| | | ClearBridge Variable Aggressive Growth Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.75% up to $1 billion of average daily net assets; 0.725% of average daily net assets between $1 billion and $2 billion; 0.70% of average daily net assets between $2 billion and $5 billion; 0.675% of average daily net assets between $5 billion and $10 billion; 0.65% of average daily net assets exceeding $10 billion |
C-3
| | | | | | | | | | | Fund | | Manager | | Date of
Record Current Management Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Management Fee (as a percentage of average daily net assets unless noted otherwise) | ClearBridge Variable Appreciation Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.75% up to $250 million of average daily net assets; 0.70% of average daily net assets between $250 million and $500 million; 0.65% of average daily net assets between $500 million and $1 billion; 0.60% of average daily net assets between $1 billion and $2 billion; 0.55% of average daily net assets between $2 billion and $3 billion; 0.50% of average daily net assets exceeding $3 billion | | | | | | | ClearBridge Variable Dividend Strategy Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.700% up to $1 billion of average daily net assets; 0.680% of average daily net assets between $1 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $5 billion; 0.600% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Variable Large Cap Growth Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.700% up to $1 billion of average daily net assets; 0.680% of average daily net assets between $1 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $5 billion; 0.600% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Variable Large Cap Value Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.650% of assets up to and including $350 million; 0.550% of assets over $350 million and up to and including $500 million; 0.525% of assets over $500 million and up to and including $750 million; 0.500% of assets over $750 million and up to and including $1 billion; and 0.450% of assets over $1 billion | | | | | | | ClearBridge Variable Mid Cap Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.700% up to $1 billion of average daily net assets; 0.680% of average daily net assets between $1 billion and $2 billion; 0.650% of average daily net assets between $2 billion and $5 billion; 0.600% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Variable Small Cap Growth Portfolio | | LMPFA | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 0.75% | | | | | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | LMPFA | | 11/14/2011 | | 11/14/20111 | | 11/6/2019 | | 0.45% | | | | | | | QS Variable Conservative Growth | | LMPFA | | 12/1/2007 | | 4/27/20071 | | 11/6/2019 | | 0.00% | | | | | | | QS Variable Growth | | LMPFA | | 12/1/2007 | | 4/27/20071 | | 11/6/2019 | | 0.00% | | | | | | | QS Variable Moderate Growth | | LMPFA | | 12/1/2007 | | 4/27/20071 | | 11/6/2019 | | 0.00% | | | | | | | Legg Mason/QS Aggressive Model Portfolio | | LMPFA | | n/a | | n/a | | 2/5/2020 | | 0.13% of average daily net assets* up to and including $1 billion; 0.11% of average daily net assets over $1 billion and up to and including $1.5 billion; 0.09% of average daily net assets over $1.5 billion and up to and including $2 billion; 0.08% of average daily net assets over $2 billion and up to and including $3.5 billion; 0.07% of average daily net assets over $3.5 billion and up to and including $5 billion; 0.06% of average daily net assets over $5 billion *For purposes of determining the effective management fee rate for each Fund, the net assets of each Fund will be aggregated. |
C-4
| | | | | | | | | | | Fund | | Manager | | Date of Current Management Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Management Fee (as a percentage of average daily net assets unless noted otherwise) | Legg Mason/QS Conservative Model Portfolio | | LMPFA | | n/a | | n/a | | 2/5/2020 | | 0.13% of average daily net assets* up to and including $1 billion; 0.11% of average daily net assets over $1 billion and up to and including $1.5 billion; 0.09% of average daily net assets over $1.5 billion and up to and including $2 billion; 0.08% of average daily net assets over $2 billion and up to and including $3.5 billion; 0.07% of average daily net assets over $3.5 billion and up to and including $5 billion; 0.06% of average daily net assets over $5 billion *For purposes of determining the effective management fee rate for each Fund, the net assets of each Fund will be aggregated. | | | | | | | Legg Mason/QS Moderately Aggressive Model Portfolio | | LMPFA | | n/a | | n/a | | 2/5/2020 | | 0.13% of average daily net assets* up to and including $1 billion; 0.11% of average daily net assets over $1 billion and up to and including $1.5 billion; 0.09% of average daily net assets over $1.5 billion and up to and including $2 billion; 0.08% of average daily net assets over $2 billion and up to and including $3.5 billion; 0.07% of average daily net assets over $3.5 billion and up to and including $5 billion; 0.06% of average daily net assets over $5 billion *For purposes of determining the effective management fee rate for each Fund, the net assets of each Fund will be aggregated. | | | | | | | Legg Mason/QS Moderately Conservative Model Portfolio | | LMPFA | | n/a | | n/a | | 2/5/2020 | | 0.13% of average daily net assets* up to and including $1 billion; 0.11% of average daily net assets over $1 billion and up to and including $1.5 billion; 0.09% of average daily net assets over $1.5 billion and up to and including $2 billion; 0.08% of average daily net assets over $2 billion and up to and including $3.5 billion; 0.07% of average daily net assets over $3.5 billion and up to and including $5 billion; 0.06% of average daily net assets over $5 billion *For purposes of determining the effective management fee rate for each Fund, the net assets of each Fund will be aggregated. | | | | | | | Legg Mason/QS Moderate Model Portfolio | | LMPFA | | n/a | | n/a | | 2/5/2020 | | 0.13% of average daily net assets* up to and including $1 billion; 0.11% of average daily net assets over $1 billion and up to and including $1.5 billion; 0.09% of average daily net assets over $1.5 billion and up to and including $2 billion; 0.08% of average daily net assets over $2 billion and up to and including $3.5 billion; 0.07% of average daily net assets over $3.5 billion and up to and including $5 billion; 0.06% of average daily net assets over $5 billion *For purposes of determining the effective management fee rate for each Fund, the net assets of each Fund will be aggregated. | ACTIVESHARES ETF TRUST | ClearBridge Focus Value ETF | | LMPFA | | n/a | | n/a | | n/a | | 0.49% |
1 Approved by sole initial shareholder prior to public offering of the Fund. 2 Date management agreement for Fund approved by initial shareholder. Agreement was amended and restated on December 1, 2007 to lower management fee. C-5
Appendix D Subadvisory Agreements Dates, Approvals and Fees | | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Subadvisory Fee | LEGG MASON PARTNERS EQUITY TRUST | ClearBridge Aggressive Growth Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/4/2010 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge All Cap Value Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/4/2010 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Appreciation Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Dividend Strategy Fund | | ClearBridge | | 8/29/2008 | | 8/29/20081 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 8/29/20082 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge International Small Cap Fund | | ClearBridge | | 8/5/2010 | | 8/5/20101 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 5/5/2011 | | 8/5/20102 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge International Value Fund | | ClearBridge | | 7/1/2008 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Large Cap Growth Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Large Cap Value Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Mid Cap Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Mid Cap Growth Fund | | ClearBridge | | 8/5/2010 | | 8/5/2010 1 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 8/5/20102 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated |
D-1
| | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Subadvisory Fee | ClearBridge Select Fund | | ClearBridge | | 11/28/2012 | | 11/28/20121 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/28/2012 | | 11/28/20121 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Small Cap Growth Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Small Cap Value Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/14/2010 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Sustainability Leaders Fund | | ClearBridge | | 3/31/2015 | | 3/31/20151 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 3/31/2015 | | 3/31/20151 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Tactical Dividend Income Fund | | ClearBridge | | 4/13/2007 | | 4/13/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Conservative Growth Fund | | QS Investors | | 4/1/2016 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/28/2013 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Defensive Growth Fund | | QS Investors | | 4/1/2016 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Global Dividend Fund | | QS Investors | | 4/1/2016 | | 2/28/20132 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/4/2010 | | 2/28/20132 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Global Equity Fund | | QS Investors | | 4/1/2016 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Growth Fund | | QS Investors | | 4/1/2016 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 5/5/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Moderate Growth Fund | | QS Investors | | 4/1/2013 | | 4/13/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 5/5/2011 | | 4/13/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated |
D-2
| | | | | | | | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | | Date Last Submitted for Shareholder Approval | | | Date Last Approved by Directors/ Trustees | | | Subadvisory Fee | QS S&P 500 Index Fund | | QS Investors | | | 4/1/2016 | | | | 4/13/20072 | | | | 11/6/2019 | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 11/4/2010 | | | | 4/13/20072 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS U.S. Large Cap Equity Fund | | QS Investors | | | 4/1/2016 | | | | 4/28/20082 | | | | 11/6/2019 | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 2/2/2011 | | | | 4/28/20082 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Adaptive Growth Fund | | QS Investors | | | n/a | | | | n/a | | | | n/a | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | n/a | | | | n/a | | | | n/a | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Defensive Fund | | QS Investors | | | n/a | | | | n/a | | | | n/a | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | n/a | | | | n/a | | | | n/a | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason High Growth Fund | | QS Investors | | | n/a | | | | n/a | | | | n/a | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | n/a | | | | n/a | | | | n/a | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Income Fund | | QS Investors | | | n/a | | | | n/a | | | | n/a | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | n/a | | | | n/a | | | | n/a | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Low Volatility Fund | | QS Investors | | | n/a | | | | n/a | | | | n/a | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | n/a | | | | n/a | | | | n/a | | | 0.02% of the portion of the average daily net assets allocated | LEGG MASON ETF INVESTMENT TRUST | | | | | | | | | | | | | | | ClearBridge All Cap Growth ETF | | ClearBridge | | | 5/2/2017 | | | | 5/2/20171 | | | | 11/6/2019 | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 5/2/2017 | | | | 5/2/20171 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Dividend Strategy ESG ETF | | ClearBridge | | | 5/19/2017 | | | | 5/15/20171 | | | | 11/6/2019 | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 5/19/2017 | | | | 5/15/20171 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Large Cap Growth ESG ETF | | ClearBridge | | | 5/19/2017 | | | | 5/15/20171 | | | | 11/6/2019 | | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 5/19/2017 | | | | 5/15/20171 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | QS Investors | | | 11/14/2016 | | | | 11/3/20161 | | | | 11/6/2019 | | | 90% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | | 11/14/2016 | | | | 11/3/20161 | | | | 11/6/2019 | | | 0.02% of the portion of the average daily net assets allocated |
D-3
| | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Subadvisory Fee | Legg Mason Global Infrastructure ETF | | RARE | | 12/28/2016 | | 12/20/20161 | | 11/6/2019 | | 90% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 12/28/2016 | | 12/20/20161 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason International Low Volatility High Dividend ETF | | QS Investors | | 7/26/2016 | | 7/5/20161 | | 11/6/2019 | | 90% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 7/26/2016 | | 7/5/20161 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason Low Volatility High Dividend ETF | | QS Investors | | 11/19/2015 | | 12/3/20151 | | 11/6/2019 | | 90% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/19/2015 | | 12/3/20151 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg MasonSmall-Cap Quality Value ETF | | Royce | | 7/10/2017 | | 6/23/20171 | | 11/6/2019 | | 90% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 7/10/2017 | | 6/23/20171 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Western Asset Short Duration Income ETF | | Western Asset | | 1/14/2019 | | 1/11/20191 | | 11/16/2018 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset London | | 1/14/2019 | | 1/11/20191 | | 11/16/2018 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | | | Western Asset Japan | | 1/14/2019 | | 1/11/20191 | | 11/16/2018 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | | | Western Asset Singapore | | 1/14/2019 | | 1/11/20191 | | 11/16/2018 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Total Return ETF | | Western Asset | | 10/1/2018 | | 2/2/20181 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset London | | 10/1/2018 | | 2/2/20181 | | 11/6/2019 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | | | Western Asset Japan | | 10/1/2018 | | 2/2/20181 | | 11/6/2019 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | | | Western Asset Singapore | �� | 10/1/2018 | | 2/2/20181 | | 11/6/2019 | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | ClearBridge Variable Aggressive Growth Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Variable Appreciation Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated |
D-4
| | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Subadvisory Fee | ClearBridge Variable Dividend Strategy Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Variable Large Cap Growth Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Variable Large Cap Value Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Variable Mid Cap Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Variable Small Cap Growth Portfolio | | ClearBridge | | 4/27/2007 | | 4/27/20071 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Legg Mason DynamicMulti-Strategy VIT Portfolio | | QS Investors | | 4/1/2016 | | 11/14/20112 | | 11/6/2019 | | 22.2% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 11/15/2011 | | 11/14/20111 | | 11/6/2019 | | 0.10% of the Fund’s average daily net assets, plus 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Variable Conservative Growth | | QS Investors | | 4/1/2016 | | 4/27/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Variable Growth | | QS Investors | | 4/1/2016 | | 4/27/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Variable Moderate Growth | | QS Investors | | 4/1/2016 | | 4/27/20072 | | 11/6/2019 | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | 2/2/2011 | | 4/27/20072 | | 11/6/2019 | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason/QS Aggressive Model Portfolio | | QS Investors | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason/QS Conservative Model Portfolio | | QS Investors | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated |
D-5
| | | | | | | | | | | Fund | | Subadviser | | Date of Current Subadvisory Agreement | | Date Last Submitted for Shareholder Approval | | Date Last Approved by Directors/ Trustees | | Subadvisory Fee | Legg Mason/QS Moderately Aggressive Model Portfolio | | QS Investors | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason/QS Moderately Conservative Model Portfolio | | QS Investors | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Legg Mason/QS Moderate Model Portfolio | | QS Investors | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated | ACTIVESHARES ETF TRUST | ClearBridge Focus Value ETF | | ClearBridge | | n/a | | n/a | | n/a | | 70% of the management fee paid to LMPFA | | | | | | | | | Western Asset | | n/a | | n/a | | n/a | | 0.02% of the portion of the average daily net assets allocated |
1 Approved by sole initial shareholder prior to public offering of the Fund. 2 Date management agreement for the Fund approved by sole initial shareholder. Subadvisory agreement was entered into in connection with an internal reorganization in reliance on Rule2a-6 under the 1940 Act. D-6
Appendix E Fees Paid to Manager and Affiliates The following table indicates amounts paid by each Fund to its Manager or an affiliate of the Manager during the Fund’s last fiscal year. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year | | | | | | | | | | | | | Fund | | Aggregate Management Fee (after waivers, if any) ($) | | | Distribution Fees (after waivers, if any) ($) | | | Fiscal Year Ended | | LEGG MASON PARTNERS EQUITY TRUST | | | | | | | | | | | | | ClearBridge Aggressive Growth Fund | | | 61,207,896 | | | | 20,452,254 | | | | 8/31/2019 | | ClearBridge All Cap Value Fund | | | 10,635,537 | | | | 4,481,607 | | | | 9/30/2019 | | ClearBridge Appreciation Fund | | | 34,226,657 | | | | 13,565,403 | | | | 10/31/2019 | | ClearBridge Dividend Strategy Fund | | | 41,686,611 | | | | 10,980,212 | | | | 12/31/2019 | | ClearBridge International Small Cap Fund | | | 475,763 | | | | 100,543 | | | | 9/30/2019 | | ClearBridge International Value Fund | | | 2,233,913 | | | | 417,786 | | | | 10/31/2019 | | ClearBridge Large Cap Growth Fund | | | 82,435,620 | | | | 10,695,331 | | | | 11/30/2019 | | ClearBridge Large Cap Value Fund | | | 8,045,224 | | | | 2,157,020 | | | | 10/31/2019 | | ClearBridge Mid Cap Fund | | | 13,738,294 | | | | 3,595,766 | | | | 10/31/2019 | | ClearBridge Mid Cap Growth Fund | | | 424,252 | | | | 175,430 | | | | 10/31/2019 | | ClearBridge Select Fund | | | 4,494,183 | | | | 639,520 | | | | 10/31/2019 | | ClearBridge Small Cap Growth Fund | | | 27,533,151 | | | | 2,966,718 | | | | 10/31/2019 | | ClearBridge Small Cap Value Fund | | | 933,874 | | | | 450,369 | | | | 9/30/2019 | | ClearBridge Sustainability Leaders Fund | | | (130,085 | ) | | | 2,110 | | | | 10/31/2019 | | ClearBridge Tactical Dividend Income Fund | | | 2,647,749 | | | | 1,436,366 | | | | 10/31/2019 | | QS Conservative Growth Fund | | | (282 | ) | | | 838,403 | | | | 1/31/2019 | | QS Defensive Growth Fund | | | (2,255 | ) | | | 337,106 | | | | 1/31/2019 | | QS Global Dividend Fund | | | 2,242,572 | | | | 33,418 | | | | 9/30/2019 | | QS Global Equity Fund | | | 969,447 | | | | 385,855 | | | | 10/31/2019 | | QS Growth Fund | | | (364 | ) | | | 1,997,890 | | | | 1/31/2019 | | QS Moderate Growth Fund | | | (327 | ) | | | 1,316,384 | | | | 1/31/2019 | | QS S&P 500 Index Fund | | | 593,884 | | | | 492,671 | | | | 9/30/2019 | | QS U.S. Large Cap Equity Fund | | | 4,855,165 | | | | 129 | | | | 11/30/2019 | | Legg Mason Adaptive Growth Fund | | | n/a | | | | n/a | | | | n/a1 | | Legg Mason Defensive Fund | | | n/a | | | | n/a | | | | n/a1 | | Legg Mason High Growth Fund | | | n/a | | | | n/a | | | | n/a1 | | Legg Mason Income Fund | | | n/a | | | | n/a | | | | n/a1 | | Legg Mason Low Volatility Fund | | | n/a | | | | n/a | | | | n/a1 | | LEGG MASON ETF INVESTMENT TRUST | | | | | | | | | | | | | ClearBridge All Cap Growth ETF | | | 505,467 | | | | — | | | | 9/30/2019 | | ClearBridge Dividend Strategy ESG ETF | | | 29,342 | | | | — | | | | 11/30/2019 | | ClearBridge Large Cap Growth ESG ETF | | | 700,175 | | | | — | | | | 11/30/2019 | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | | 31,336 | | | | — | | | | 10/31/2019 | | Legg Mason Global Infrastructure ETF | | | 97,504 | | | | — | | | | 10/31/2019 | | Legg Mason International Low Volatility High Dividend ETF | | | 192,424 | | | | — | | | | 10/31/2019 | | Legg Mason Low Volatility High Dividend ETF | | | 1,777,914 | | | | — | | | | 10/31/2019 | | Legg MasonSmall-Cap Quality Value ETF | | | 43,522 | | | | — | | | | 7/31/2019 | | Western Asset Short Duration Income ETF | | | 35,168 | | | | — | | | | 7/31/2019 | | Western Asset Total Return ETF | | | 197,929 | | | | — | | | | 12/31/2019 | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | | | | | | | | | | | | | ClearBridge Variable Aggressive Growth Portfolio | | | 6,196,719 | | | | 460,012 | | | | 12/31/2019 | | ClearBridge Variable Appreciation Portfolio | | | 5,618,907 | | | | 246,062 | | | | 12/31/2019 | | ClearBridge Variable Dividend Strategy Portfolio | | | 3,098,288 | | | | 499,959 | | | | 12/31/2019 | | ClearBridge Variable Large Cap Growth Portfolio | | | 1,899,329 | | | | 325,995 | | | | 12/31/2019 | |
1 Fund has not yet commenced operations. E-1
| | | | | | | | | | | | | Fund | | Aggregate Management Fee (after waivers, if any) ($) | | | Distribution Fees (after waivers, if any) ($) | | | Fiscal Year Ended | | ClearBridge Variable Large Cap Value Portfolio | | | 1,793,626 | | | | — | | | | 12/31/2019 | | ClearBridge Variable Mid Cap Portfolio | | | 1,497,525 | | | | 344,728 | | | | 12/31/2019 | | ClearBridge Variable Small Cap Growth Portfolio | | | 2,643,878 | | | | 232,421 | | | | 12/31/2019 | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | | 5,820,559 | | | | 104,225 | | | | 12/31/2019 | | QS Variable Conservative Growth | | | — | | | | 18,702 | | | | 12/31/2019 | | QS Variable Growth | | | — | | | | — | | | | 12/31/2019 | | QS Variable Moderate Growth | | | (31,021 | ) | | | — | | | | 12/31/2019 | | Legg Mason/QS Aggressive Model Portfolio | | | n/a | | | | n/a | | | | n/a2 | | Legg Mason/QS Conservative Model Portfolio | | | n/a | | | | n/a | | | | n/a2 | | Legg Mason/QS Moderately Aggressive Model Portfolio | | | n/a | | | | n/a | | | | n/a2 | | Legg Mason/QS Moderately Conservative Model Portfolio | | | n/a | | | | n/a | | | | n/a2 | | Legg Mason/QS Moderate Model Portfolio | | | n/a | | | | n/a | | | | n/a2 | | ACTIVESHARES ETF TRUST | | | | | | | | | | | | | ClearBridge Focus Value ETF | | | n/a | | | | n/a | | | | n/a3 | |
2 Fund has not yet commenced operations. 3 [Fund has not yet commenced operations.]/[Fund commenced operations on [ ].] E-2
AppendixF-1 Directors and Principal Officers of Manager and Subadvisers | | | Legg Mason Partners Fund Advisor, LLC | | | Class AName
| | Position with Legg Mason Partners Fund Advisor, LLC | Legg Mason, Inc. | | Sole Member | Jane E. Trust | | President and Chief Executive Officer | Peter H. Nachtwey | | Manager | Amy M. Olmert | | Manager | Jeanne M. Kelly | | Senior Vice President | Ted P. Becker | | Chief Compliance Officer | Thomas C. Mandia | | Secretary | ClearBridge Investments, LLC | | | [ Name | ] | Position with ClearBridge Investments, LLC | Class CLegg Mason ClearBridge Holdings, LLC
| | Managing Member | Terrence J. Murphy | | President, Chief Executive Officer and Director | Harry D. Cohen | | Co-Chief Investment Officer | Scott K. Glasser | | Co-Chief Investment Officer & Director | Cynthia K. List | | Chief Financial Officer & Director | Barbara Brooke Manning | | General Counsel & Chief Compliance Officer | John R. Haller | | Chief Administrative Officer | Brian M. Eakes | | Director | Terrence M. Johnson | | Director | Jane E. Trust | | Director | Laura A. Boydston | | Director | ClearBridge RARE Infrastructure (North America) Pty Limited | Name | | Position with ClearBridge RARE Infrastructure (North America) Pty Limited | RARE Infrastructure Limited | | Company | Nicholas J. Langley | | Director | Richard P. Elmslie | | Director | Terrence J. Murphy | | Director | Brian M. Eakes | | Director | Terrence M. Johnson | | Director | Jane E. Trust | | Director | Laura A. Boydston | | Director | Annette K. Golden | | Head of Legal, Risk & Compliance, Chief Compliance Officer & Company Secretary | QS Investors, LLC | Name | | Position with QS Investors, LLC | QS Investors Holdings, LLC | | Direct Owner | Adam J. Petryk | | President & Chief Executive Officer | Robert Y. Yang | | Chief Operating Officer & Head of Portfolio Management | Janet C. Campagna | | Director | Jeffrey A. Nattans | | Director | Thomas C. Merchant | | Director | Edward S. Venner | | Director | Brian M. Eakes | | Director | Steven R. Ducker | | Chief Compliance Officer |
F-1-1
| | | Western Asset Management Company, LLC | Name | | Position with Western Asset Management Company, LLC | Legg Mason, Inc. | | Sole Shareholder | James W. Hirschmann | | Director, Chief Executive Officer & President | Jennifer W. Murphy | | Director, Chief Operating Officer | Bruce D. Alberts | | Chief Financial Officer | Marzo N. Bernardi | | Director of Client Service & Marketing | Dennis McNamara | | Director of Portfolio Operations | Charles A. Ruys de Perez | | General Counsel & Secretary | Kevin Ehrlich | | Chief Compliance Officer | Thomas C. Merchant | | Non-Employee Director | John D. Kenney | | Non-Employee Director | Peter H. Nachtwey | | Non-Employee Director | Western Asset Management Company Limited | Name | | Position with Western Asset Management Company Limited | Western Asset Management (Cayman) Holdings Limited | | Joint Shareholder | Michael B. Zarouf | | Director & Senior Executive Officer | Charles A. Ruys de Perez | | General Counsel & Director | Jelena N. Petrovic | | Chief Compliance Officer | Ann Duong | | Finance Officer | Thomas C. Merchant | | Non-Executive Director | Western Asset Management Company Ltd | Name | | Position with Western Asset Management Company Ltd | Legg Mason, Inc. | | Sole Shareholder | Naoya Orime | | Representative Director | Takashi Komatsu | | Director, Head of Legal & Compliance; Chief Compliance Officer | Maki Yoshida | | Operation Officer | Yasuaki Sudo | | Finance Officer | Charles A. Ruys de Perez | | Non-Employee Director | Laura A. Boydston | | Non-Executive Director | Western Asset Management Company Pte. Ltd. | | | [ Name | ] | Position with Western Asset Management Company Ltd | Class FILM International Holding LP
| | Sole Shareholder | Michael Dale | | Chief Executive Officer and Executive Director | Alvin L.S. Lee | | Executive Director & Chief Compliance Officer | Shirleen H.K. Thor | | Finance Manager | Charles A. Ruys de Perez | | Non-Executive Director | Laura A. Boydston | | Non-Executive Director | Royce & Associates, LP | | | [ Name | ] | Position with Western Asset Management Company Ltd | Class RRoyce & Associates GP, LLP
| | General Partner | Legg Mason Royce Holdings, LLC | | Limited Partner | Christopher D. Clark | | Member of Board of Managers, President & Chief Executive Officer & Limited Partner | Charles M. Royce | | Member of Board of Managers, Portfolio Manager & Limited Partner | Peter H. Nachtwey | | Member of Board of Managers | Patricia Lattin | | Member of Board of Managers | Laura A. Boydston | | Member of Board of Managers | John E. Denneen | | Member of Board of Managers, Secretary & Chief Counsel & Chief Compliance Officer and Limited Partner |
F-1-2
AppendixF-2 Officers of the Funds | | | | | Name | | Position(s) with Funds | | Positions(s) with Manager and/or Subadviser | Jane E. Trust | | President and Chief Executive Officer | | Senior Managing Director of Legg Mason; President and Chief Executive Officer of LMPFA | Jeanne M. Kelly | | Senior Vice President | | Senior Vice President of LMPFA; Managing Director of Legg Mason & Co. | Ted Becker | | Chief Compliance Officer | | Global Compliance Director, Managing Director of Legg Mason | Susan Kerr | | Chief Anti-Money Laundering Officer | | Assistant Vice President of Legg Mason & Co. and LMIS; Anti-Money Laundering Compliance Officer of LMIS | Jenna Bailey | | Identity Theft Prevention Officer | | Senior Compliance Officer, Assistant Vice President of Legg Mason | Christopher Berarducci | | Principal Financial Officer and Treasurer | | Director of Legg Mason | Robert I. Frenkel | | Secretary and Chief Legal Officer | | Vice President and Deputy General Counsel of Legg Mason; Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason | Thomas C. Mandia | | Assistant Secretary | | Managing Director and Deputy General Counsel of Legg Mason; Secretary of LMPFA | Marc De Oliveira | | Assistant Secretary | | Managing Director, Associate General Counsel, Legg Mason | Rosemary Emmens | | Assistant Secretary | | Managing Director, Associate General Counsel, Legg Mason | Harris Goldblat | | Assistant Secretary | | Managing Director, Associate General Counsel, Legg Mason | Tara E. Gormel | | Assistant Secretary | | Director, Associate General Counsel, Legg Mason | George P. Hoyt | | Assistant Secretary | | Managing Director, Associate General Counsel, Legg Mason | Angela Velez | | Assistant Secretary | | Director, Associate General Counsel, Legg Mason | Todd Lebo | | Assistant Secretary | | Managing Director, Associate General Counsel, Legg Mason | Susan Lively | | Assistant Secretary | | Director, Associate General Counsel, Legg Mason | Amy Olmert | | Assistant Treasurer | | Managing Director, Head of Global Fiduciary Platform, Legg Mason | Erin Morris | | Assistant Treasurer | | Director, Senior Manager, Legg Mason | Carol Denny | | Assistant Treasurer | | Managing Director, Head of Product Support, Legg Mason | Lisa Carucci | | Assistant Treasurer | | Vice President, Senior Manager, Legg Mason | Denisa Birzan | | Assistant Treasurer | | Vice President, Lead Specialist, Legg Mason | Chris Vlantis | | Assistant Treasurer | | Vice President, Senior Manager, Legg Mason | Edward Quigley | | Assistant Treasurer | | Director, Director of Product Tax, Legg Mason | Raymond Lui | | Assistant Treasurer | | Vice President, Lead Specialist, Legg Mason | Robert Flower | | Assistant Treasurer | | Vice President, Lead Specialist, Legg Mason | John Triolo | | Assistant Treasurer | | Director, Senior Manager, Legg Mason | Daniel Schlissel | | Assistant Treasurer | | Vice President, Senior Manager, Legg Mason | Donald Guire | | Assistant Treasurer | | Director, Senior Manager, Legg Mason | Hanna Zagorska-Sukiennik | | Assistant Treasurer | | Vice President, Lead Specialist, Legg Mason | Robert DuCharme | | Assistant Treasurer | | Senior Business Strategist, Legg Mason |
F-2-1
Appendix G Other Funds Advised by Manager and Subadvisers The following table lists certain information regarding funds for which each Manager or Subadviser provides investment advisory or subadvisory services, other than the Funds that are addressed by this Proxy Statement. All of the information below is given as of the end of the last fiscal year of each fund. | | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | [ | ] Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | Class ILMPFA
| | | BrandywineGLOBAL – Alternative Credit Fund | | | [ | ] | Class IS 661,898,918 | | | [ 1.15%1 | | ] | | | | | BrandywineGLOBAL – Diversified US Large Cap Value Fund | | | 633,724,600 | | | 0.650% up to $1 billion of average daily net assets; 0.625% of average daily net assets between $1 billion and $2 billion; 0.600% of average daily net assets between $2 billion and $5 billion; 0.575% of average daily net assets between $5 billion and $10 billion; 0.550% of average daily net assets exceeding $10 billion1 | | | | | | | BrandywineGLOBAL – Dynamic US Large Cap Value Fund | | | 178,145,804 | | | 0.55%1 | | | | | | | BrandywineGLOBAL – Global Flexible Income Fund | | | 6,431,216 | | | 0.55%1 | | | | | | | BrandywineGLOBAL – Global High Yield Fund | | | 34,970,897 | | | 0.65%1 | | | | | | | BrandywineGLOBAL – Global Opportunities Bond Fund | | | 2,946,550,535 | | | 0.50%1 | | | | | | | BrandywineGLOBAL Global Opportunities Bond Fund (USD Hedged) | | | 193,433,600 | | | 0.50%1 | | | | | | | BrandywineGLOBAL – Global Unconstrained Bond Fund | | | 995,695,216 | | | 0.650% up to $1 billion of average daily net assets; 0.625% of average daily net assets between $1 billion and $2 billion; 0.600% of average daily net assets between $2 billion and $5 billion; 0.575% of average daily net assets between $5 billion and $10 billion; 0.550% of average daily net assets exceeding $10 billion1 | | | | | | | BrandywineGLOBAL – International Opportunities Bond Fund | | | 98,919,462 | | | 0.50%1 | | | | | | | ClearBridge Global Infrastructure Income Fund | | | 23,311,457 | | | 0.900% up to $1 billion of average daily net assets; 0.875% of average daily net assets between $1 billion and $2 billion; 0.850% of average daily net assets between $2 billion and $5 billion; 0.825% of average daily net assets between $5 billion and $10 billion; 0.800% of average daily net assets exceeding $10 billion1 | | | | | | | Martin Currie Emerging Markets Fund | | | 157,607,177 | | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 |
Each whole share (or fractional share)
G-1
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Martin Currie International Unconstrained Equity Fund | | | 5,236,661 | | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | | | | | | | Martin Currie SMASh Series EM Fund | | | 22,550,936 | | | 0.00%1 | | | | | | | QS Global Market Neutral Fund | | | 63,431,705 | | | 0.95%1 | | | | | | | QS International Equity Fund | | | 217,102,496 | | | 0.75% up to $1 billion of average daily net assets; 0.70% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion1 | | | | | | | QS Strategic Real Return Fund | | | 97,684,808 | | | 0.75%1 | | | | | | | QS U.S. Small Capitalization Equity Fund | | | 186,175,787 | | | 0.70%1 | | | | | | | Western Asset Adjustable Rate Income Fund | | | 230,797,641 | | | 0.45%1 | | | | | | | Western Asset California Municipals Fund | | | 419,783,003 | | | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million1 | | | | | | | Western Asset Corporate Bond Fund | | | 792,759,000 | | | 0.45%1 | | | | | | | Western Asset Emerging Markets Debt Fund | | | 41,052,542 | | | 0.60%1 | | | | | | | Western Asset Global High Yield Bond Fund | | | 258,428,054 | | | 0.70%1 | | | | | | | Western Asset Income Fund | | | 450,047,116 | | | 0.50%1 | | | | | | | Western Asset Intermediate Maturity California Municipals Fund | | | 270,913,274 | | | 0.50%1 | | | | | | | Western Asset Intermediate Maturity New York Municipals Fund | | | 183,678,192 | | | 0.50%1 | | | | | | | Western Asset Intermediate-Term Municipals Fund | | | 2,369,713,549 | | | 0.35%1 | | | | | | | Western Asset Managed Municipals Fund | | | 4,556,179,342 | | | 0.40%1 | | | | | | | Western Asset Massachusetts Municipals Fund | | | 91,493,105 | | | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million1 | | | | | | | Western Asset Mortgage Total Return Fund | | | 982,363,667 | | | 0.50% up to $4 billion of average daily net assets; 0.45% of average daily net assets between $4 billion and $6 billion; 0.40% of average daily net assets between $6 billion and $8 billion; 0.35% of average daily net assets exceeding $8 billion1 |
G-2
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Municipal High Income Fund | | | 529,651,978 | | | 0.55% up to $1 billion of average daily net assets; 0.525% of average daily net assets between $1 billion and $2 billion; 0.50% of average daily net assets between $2 billion and $5 billion; 0.475% of average daily net assets between $5 billion and $10 billion; 0.45% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset New Jersey Municipals Fund | | | 200,342,372 | | | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million1 | | | | | | | Western Asset New York Municipals Fund | | | 564,727,870 | | | 0.50%1 | | | | | | | Western Asset Oregon Municipals Fund | | | 68,119,525 | | | 0.50% up to $500 million of average daily net assets; 0.48% of average daily net assets exceeding $500 million1 | | | | | | | Western Asset Pennsylvania Municipals Fund | | | 179,709,203 | | | 0.45%1 | | | | | | | Western Asset Short Duration High Income Fund | | | 407,941,178 | | | 0.55%1 | | | | | | | Western Asset Short Duration Municipal Income Fund | | | 1,005,081,664 | | | 0.30%1 | | | | | | | Western Asset Short-Term Bond Fund | | | 768,463,195 | | | 0.35%1 | | | | | | | Western Asset Core Bond Fund | | | 13,515,870,286 | | | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion.1 | | | | | | | Western Asset Core Plus Bond Fund | | | 30,974,222,122 | | | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion.1 | | | | | | | Western Asset High Yield Fund | | | 241,938,408 | | | 0.55%1 | | | | | | | Western Asset Inflation Indexed Plus Bond Fund | | | 462,379,278 | | | 0.20%1 | | | | | | | Western Asset Intermediate Bond Fund | | | 984,942,913 | | | 0.40%1 | | | | | | | Western Asset Macro Opportunities Fund | | | 1,635,494,028 | | | 1.15%1 | | | | | | | Western Asset Total Return Unconstrained Fund | | | 1,416,710,543 | | | 0.60%1 | | | | | | | Western Asset Institutional Government Reserves | | | 9,330,473,618 | | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Institutional Liquid Reserves | | | 2,948,173,250 | | | 0.20% up to $5 billion of average daily net assets; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 |
G-3
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Institutional U.S. Treasury Obligations Money Market Fund | | | 705,315,951 | | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Institutional U.S. Treasury Reserves | | | 6,613,907,152 | | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Premier Institutional Government Reserves | | | 15,830,000,000 | 2 | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Premier Institutional Liquid Reserves | | | 21,820,000,000 | 2 | | 0.20% up to $5 billion of average daily net assets; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Premier Institutional U.S. Treasury Reserves | | | 12,690,000,000 | 2 | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Select Tax Free Reserves | | | 281,044,802 | | | 0.25% up to $1 billion of average daily net assets; 0.225% of average daily net assets between $1 billion and $2 billion; 0.20% of average daily net assets between $2 billion and $5 billion; 0.175% of average daily net assets between $5 billion and $10 billion; 0.15% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset SMASh Series C Fund | | | 1,112,419,913 | | | 0.00%1 | | | | | | | Western Asset SMASh Series EC Fund | | | 2,132,821,009 | | | 0.00%1 | | | | | | | Western Asset SMASh Series M Fund | | | 2,842,111,579 | | | 0.00%1 | | | | | | | Western Asset SMASh Series TF Fund | | | 43,684,568 | | | 0.00%1 | | | | | | | Western Asset Government Reserves | | | 1,131,214,353 | | | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset New York Tax Free Money Market Fund | | | 107,806,366 | | | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 |
G-4
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Prime Obligations Money Market Fund | | | 171,232,620 | | | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Tax Free Reserves | | | 58,630,634 | | | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset U.S. Treasury Reserves | | | 292,186,479 | | | 0.45% up to $1 billion of average daily net assets; 0.425% of average daily net assets between $1 billion and $2 billion; 0.40% of average daily net assets between $2 billion and $5 billion; 0.375% of average daily net assets between $5 billion and $10 billion; 0.35% of average daily net assets exceeding $10 billion1 | | | | | | | Western Asset Premium Liquid Reserves | | | 15,389,248 | | | 0.35%1 | | | | | | | Western Asset Premium U.S. Treasury Reserves | | | 310,989,531 | | | 0.35%1 | | | | | | | Government Portfolio | | | 12,504,754,039 | | | 0.10% | | | | | | | Liquid Reserves Portfolio | | | 20,751,689,279 | | | 0.10% | | | | | | | Tax Free Reserves Portfolio | | | 339,770,336 | | | 0.15% | | | | | | | U.S. Treasury Obligations Portfolio | | | 733,766,289 | | | 0.00% | | | | | | | U.S. Treasury Reserves Portfolio | | | 13,488,277,850 | | | 0.10% | | | | | | | ClearBridge All Cap Growth ETF | | | 128,221,000 | | | 0.53%1 | | | | | | | ClearBridge Dividend Strategy ESG ETF | | | 6,439,001 | | | 0.59%1 | | | | | | | ClearBridge Large Cap Growth ESG ETF | | | 192,196,356 | | | 0.59%1 | | | | | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | | 6,164,040 | | | 0.50%1 | | | | | | | Legg Mason Global Infrastructure ETF | | | 21,826,070 | | | 0.45%1 | | | | | | | Legg Mason International Low Volatility High Dividend ETF | | | 53,750,511 | | | 0.40%1 | | | | | | | Legg Mason Low Volatility High Dividend ETF | | | 824,022,237 | | | 0.27%1 | | | | | | | Legg MasonSmall-Cap Quality Value ETF | | | 10,483,469 | | | 0.60%1 | | | | | | | Western Asset Short Duration Income ETF | | | 25,801,165 | | | 0.29%1 |
G-5
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Total Return ETF | | | 107,525,121 | | | 0.49%1 | | | | | | | BrandywineGLOBAL – Global Total Return ETF | | | 0 | | | 0.60%1 | | | | | | | Western Asset Core Plus VIT Portfolio | | | 193,396,076 | | | 0.60%1 | | | | | | | Western Asset Variable Global High Yield Bond Portfolio | | | 151,359,095 | | | 0.70%1 | | | | | | | BrandywineGLOBAL – Global Income Opportunities Fund Inc. | | | 303,615,531 | | | 0.85% of the Fund’s managed assets3 | | | | | | | Clarion Partners Real Estate Income Fund Inc. | | | 21,538,498 | | | 1.25% of the Fund’s average daily net assets1 | | | | | | | ClearBridge Energy Midstream Opportunity Fund Inc. | | | 627,721,521 | | | 1.00% of the Fund’s managed assets2 | | | | | | | ClearBridge MLP and Midstream Fund Inc. | | | 798,136,646 | | | 1.00% of the Fund’s managed assets2 | | | | | | | ClearBridge MLP and Midstream Total Return Fund Inc. | | | 342,048,372 | | | 1.00% of the Fund’s managed assets2 | | | | | | | LMP Capital and Income Fund Inc. | | | 280,520,793 | | | 0.85%4 | | | | | | | Western Asset Corporate Loan Fund Inc. | | | 108,082,060 | | | 0.80% of the Fund’s average daily net assets | | | | | | | Western Asset Emerging Markets Debt Fund Inc. | | | 958,277,861 | | | 0.85%3 | | | | | | | Western Asset Global Corporate Defined Opportunity Fund Inc. | | | 275,050,019 | | | 0.80% of the Fund’s managed assets2 | | | | | | | Western Asset Global High Income Fund Inc. | | | 464,882,819 | | | 0.85% of the Fund’s average daily net assets plus the proceeds of any outstanding borrowings | | | | | | | Western Asset High Income Fund II Inc. | | | 622,145,281 | | | 0.80%5 | | | | | | | Western Asset High Income Opportunity Fund Inc. | | | 703,112,016 | | | 0.80% of the Fund’s average daily net assets | | | | | | | Western Asset High Yield Defined Opportunity Fund Inc. | | | 364,914,330 | | | 0.80% of the Fund’s net assets | | | | | | | Western Asset Intermediate Muni Fund Inc. | | | 144,183,196 | | | 0.55% of the Fund’s average daily net assets | | | | | | | Western Asset Investment Grade Defined Opportunity Trust Inc. | | | 228,858,202 | | | 0.65% of the Fund’s net assets | | | | | | | Western Asset Managed Municipals Fund Inc. | | | 595,380,029 | | | 0.55% of the Fund’s average daily net assets |
G-6
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Middle Market Debt Fund Inc. | | | 88,780,959 | | | 1.25% of the Fund’s average daily managed assets2 | | | | | | | Western Asset Middle Market Income Fund Inc. | | | 173,330,793 | | | 1.25% of the Fund’s managed assets2 | | | | | | | Western Asset Mortgage Opportunity Fund Inc. | | | 204,709,890 | | | 1.00% of the Fund’s managed assets2 | | | | | | | Western Asset Municipal Defined Opportunity Trust Inc. | | | 257,423,494 | | | 0.60% of the Fund’s managed assets6 | | | | | | | Western Asset Municipal High Income Fund Inc. | | | 173,881,084 | | | 0.55% of the Fund’s average daily net assets | | | | | | | Western Asset Municipal Partners Fund Inc. | | | 161,010,999 | | | 0.55% of the Fund’s average weekly net assets | | | | | | | Western Asset Variable Rate Strategic Fund Inc. | | | 82,985,454 | | | 0.75%3 | ClearBridge | | | | | | | | | | | ClearBridge International Growth Fund | | | 2,456,309,901 | | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.62% of average daily net assets between $5 billion and $10 billion; 0.59% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Small Cap Fund | | | 1,218,680,244 | | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.62% of average daily net assets between $5 billion and $10 billion; 0.59% of average daily net assets exceeding $10 billion | | | | | | | ClearBridge Value Trust | | | 1,807,849,053 | | | 0.70% up to $1 billion of average daily net assets; 0.68% of average daily net assets between $1 billion and $2 billion; 0.65% of average daily net assets between $2 billion and $5 billion; 0.60% of average daily net assets between $5 billion and $10 billion; 0.55% of average daily net assets exceeding $10 billion | | | | | | | QS Strategic Real Return Fund | | | 97,684,808 | | | 0.35% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Energy Midstream Opportunity Fund Inc. | | | 627,721,521 | | | 70% of the management fee paid to LMPFA | | | | | | | ClearBridge MLP and Midstream Fund Inc. | | | 798,136,646 | | | 70% of the management fee paid to LMPFA | | | | | | | ClearBridge MLP and Midstream Total Return Fund Inc. | | | 342,048,372 | | | 70% of the management fee paid to LMPFA | | | | | | | LMP Capital and Income Fund Inc. | | | 280,520,793 | | | 70% of the management fee on the portion of the average daily net assets allocated | | | | | | | EQ Advisors Trust – Multimanager Aggressive Equity Portfolio | | | 1,326,122,865 | | | 0.35% of the first $500 million; 0.30% on the next $1.5 billion; and 0.25% on assets over $2 billion |
G-7
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | EQ Advisors Trust – Bridge Builder Small/Mid Cap Growth Fund | | | 4,024,072,920 | | | 0.40% of the first $250 million; 0.35% on assets between $250 million and $1 billion; and 0.30% on assets over $1 billion | | | | | | | EQ Advisors Trust – EQ/ClearBridge Large Cap Growth Portfolio | | | 382,931,687.00 | | | 0.35% of the first $500 million; 0.30% on the next $1.5 billion; and 0.25% on assets over $2 billion | | | | | | | EQ Advisors Trust – EQ/ClearBridge Select Equity Managed Volatility Portfolio | | | 209,385,366 | | | 0.42% of the first $200 million; and 0.40% on assets over $100 million | | | | | | | Guardian Variable Products Trust – Guardian Large Cap Fundamental Growth VIP Fund | | | 349,920,608 | | | 0.30% of the first $100 million; 0.27% on the next $200 million; and 0.25% on assets over $300 million | | | | | | | Guardian Variable Products Trust – Guardian Small Cap Core VIP Fund | | | 310,451,491 | | | 0.37% | | | | | | | GuideStone Funds – Growth Equity Fund | | | 1,698,149,552 | | | 0.38% of the first $50 million; 0.35% on the next $50 million; 0.30% on the next $100 million; 0.27% on the next $550 million; and 0.25% on assets over $750 million | | | | | | | JNL Series Trust – JNL Multi-Manager Mid Cap Fund | | | 1,194,140,000 | | | 0.40% of the first $500 million; and 0.38% on assets over $500 million | | | | | | | JNL Series Trust – JNL/ClearBridge Large Cap Growth Fund | | | 1,211,671,000 | | | 0.30% of the first $100 million; 0.275% on the next $150 million; 0.25% on the next $250 million; and 0.225% on assets over $500 million | | | | | | | Lincoln Variable Insurance Products Trust – LVIP ClearBridge QS Select Large Cap Managed Volatility Fund – Appreciation sleeve | | | 561,710,059 | | | First $100 mil 0.40%, Next $100 mil 0.35%, Next $100 mil 0.30%, Above $300 mil 0.28% | | | | | | | Lincoln Variable Insurance Products Trust – LVIP ClearBridge QS Select Large Cap Managed Volatility Fund – Aggressive Growth sleeve | | | 561,710,059 | | | 0.40% of the first $100 million; 0.35% on the next $100 million; 0.30% on the next $100 million; and 0.28% on assets over $300 million | | | | | | | Morgan Stanley Pathway Funds – Large Cap Equity Fund | | | 1,553,923,154 | | | 0.34% of the first $100 million; and 0.30% on assets over $100 million | | | | | | | Morningstar Funds Trust – Morningstar U.S. Equity Fund | | | 677,926,671 | | | 0.32% of the first $500 million; and 0.29% on assets over $500 million | | | | | | | Optimum Fund Trust – Optimum Large Cap Growth Fund | | | 1,678,782,956 | | | 0.38% of the first $100 million; 0.33% on the next $150 million; 0.29% on the next $250 million; 0.27% on the next $500 million; 0.25% on the next $500 million; and 0.23% on assets over $1.5 billion | | | | | | | Pacific Select Funds –Large-Cap Value Portfolio | | | 1,210,762,368 | | | 0.45% of the first $100 million; 0.40% on the next $100 million; 0.35% on the next $200 million; 0.30% on the next $350 million; 0.25% on the next $250 million; and 0.20% on assets over $1 billion | | | | | | | Pacific Funds – PFLarge-Cap Value Fund | | | 171,045,918 | | | First $100 mil 0.45%, Next $100 mil 0.40%, Next $200 mil 0.35%, Next $350 mil 0.30%, Next $250 mil 0.25%, Above $1 bil 0.20% |
G-8
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Advanced Series Trust – AST Clearbridge Dividend Growth Portfolio | | | 2,469,455,093 | | | 0.25% of the first $250 million; 0.20% on the next $250 million; and 0.18% on assets over $500 million | | | | | | | Vanguard Explorer Fund | | | 16,088,495,000 | | | 0.30% of the first $500 million; 0.20% on the next $1 billion; and 0.18% on assets over $1.5 billion | RARE | | | | | | | | | | | ClearBridge Global Infrastructure Income Fund | | | 23,311,457 | | | 70% of the management fee paid to LMPFA | | | | | | | Principal Funds Inc. – Diversified Real Asset Fund – Global Infrastructure sleeve | | | $3,790,271,000.00 | | | 0.380% of the first $250 million; 0.285% of the next $250 million; 0.250% of the next $250 million; and 0.225% on assets over $750 million | | | | | | | Principal Diversified Select Real Asset Fund | | | $126,273,209.35 | | | 0.380% of the first $250 million; 0.285% of the next $250 million; 0.250% of the next $250 million; and 0.225% on assets over $750 million | QS Investors | | | | | | | | | | | QS Global Market Neutral Fund | | | 63,431,705 | | | 70% of the management fee paid to LMPFA | | | | | | | QS International Equity Fund | | | 217,102,496 | | | 66.67% of the management fee paid to LMPFA | | | | | | | QS Strategic Real Return Fund (Asset Allocation) | | | 97,684,808 | | | 26.67% of the management fee paid to LMPFA | | | | | | | QS Strategic Real Return Fund (Portfolio Management) | | | 97,684,808 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS U.S. Small Capitalization Equity Fund | | | 186,175,787 | | | 100%, net of any fees paid to Western Asset Management Company | | | | | | | AST Legg Mason Diversified Growth Portfolio | | | 554,725,038 | | | 0.34% | | | | | | | EQ Legg Mason Growth Allocation Portfolio | | | 13,650,780 | | | 0.25% | | | | | | | EQ Legg Mason Moderate Allocation Portfolio | | | 187,396,057 | | | 0.25% | | | | | | | LVIP ClearBridge QS Select Large Cap Managed Volatility Fund | | | 99,193,403 | | | 0.30% | | | | | | | SIMT Multi-Asset Inflation Managed Fund | | | 251,783,762 | | | 0.10% | | | | | | | SIIT Multi-Asset Real Return Fund | | | 272,443,831 | | | 0.10% | | | | | | | Pacific Select Fund – InternationalSmall-Cap Portfolio | | | 271,047,605 | | | 0.56% | | | | | | | PF International Small Cap Fund | | | 28,955,159 | | | 0.56% | | | | | | | SA Legg Mason Tactical Opportunities Portfolio | | | 40,844,206 | | | 0.35% | | | | | | | Transamerica Cleartrack Target Date 2055 | | | 624,343 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2015 | | | 36,475,457 | | | 0.05% |
G-9
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Transamerica ClearTrack Target Date 2020 | | | 48,634,143 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2025 | | | 72,134,249 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2030 | | | 55,411,555 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2035 | | | 56,970,601 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2040 | | | 49,701,187 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2045 | | | 32,884,401 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date 2050 | | | 26,314,960 | | | 0.05% | | | | | | | Transamerica ClearTrack Target Date Retirement Income | | | 62,443,090 | | | 0.05% | | | | | | | Transamerica Clertrack Target Date 2060 | | | 607,980 | | | 0.05% | | | | | | | Transamerica Dynamic Income | | | 155,704,041 | | | 0.07% | | | | | | | Transamerica Legg Mason Dynamic Allocation – Balanced VP | | | 1,119,215,259 | | | 0.12% | | | | | | | Transamerica Legg Mason Dynamic Allocation – Growth VP | | | 505,579,023 | | | 0.12% | | | | | | | Transamerica QS Investors Active Asset Allocation – Conservative VP | | | 386,122,860 | | | 0.10% | | | | | | | Transamerica QS Investors Active Asset Allocation – Moderate Growth VP | | | 637,081,651 | | | 0.10% | | | | | | | Transamerica QS Investors Active Asset Allocation – Moderate VP | | | 1,467,112,958 | | | 0.10% | Western Asset | | | | | | | | | | | ClearBridge International Growth Fund | | | 2,456,309,901 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Global Infrastructure Income Fund | | | 23,311,457 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Small Cap Fund | | | 1,218,680,244 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | ClearBridge Value Trust | | | 1,807,849,053 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Martin Currie Emerging Markets Fund | | | 157,607,177 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Martin Currie International Unconstrained Equity Fund | | | 5,236,661 | | | 0.02% of the portion of the average daily net assets allocated |
G-10
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Martin Currie SMASh Series EM Fund | | | 22,550,936 | | | 0 | | | | | | | QS Global Market Neutral Fund | | | 63,431,705 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS International Equity Fund | | | 217,102,496 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS Strategic Real Return Fund (Portfolio Management) | | | 97,684,808 | | | 0.25% of the portion of the average daily net assets allocated | | | | | | | QS Strategic Real Return Fund (Cash Management) | | | 97,684,808 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | QS U.S. Small Capitalization Equity Fund | | | 186,175,787 | | | 0.02% of the portion of the average daily net assets allocated | | | | | | | Western Asset Adjustable Rate Income Fund | | | 230,797,641 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset California Municipals Fund | | | 419,783,003 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Corporate Bond Fund | | | 792,759,000 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Emerging Markets Debt Fund | | | 41,052,542 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Global High Yield Bond Fund | | | 258,428,054 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Income Fund | | | 450,047,116 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Intermediate Maturity California Municipals Fund | | | 270,913,274 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Intermediate Maturity New York Municipals Fund | | | 183,678,192 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Intermediate-Term Municipals Fund | | | 2,369,713,549 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Managed Municipals Fund | | | 4,556,179,342 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Massachusetts Municipals Fund | | | 91,493,105 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Mortgage Total Return Fund | | | 982,363,667 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Municipal High Income Fund | | | 529,651,978 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset New Jersey Municipals Fund | | | 200,342,372 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset New York Municipals Fund | | | 564,727,870 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Oregon Municipals Fund | | | 68,119,525 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Pennsylvania Municipals Fund | | | 179,709,203 | | | 70% of the management fee paid to LMPFA |
G-11
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Short Duration High Income Fund | | | 407,941,178 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Short Duration Municipal Income Fund | | | 1,005,081,664 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Short-Term Bond Fund | | | 768,463,195 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Core Bond Fund | | | 13,515,870,286 | | | 0.45% of the first $500 million of average daily net assets, 0.425% of the next $500 million of average daily net assets and 0.40% of average daily net assets over $1 billion. | | | | | | | Western Asset Core Plus Bond Fund | | | 30,974,222,122 | | | *7 | | | | | | | Western Asset High Yield Fund | | | 241,938,408 | | | 0.55% of average daily net assets | | | | | | | Western Asset Inflation Indexed Plus Bond Fund | | | 462,379,278 | | | **8 | | | | | | | Western Asset Intermediate Bond Fund | | | 984,942,913 | | | 0.40% of average daily net assets | | | | | | | Western Asset Macro Opportunities Fund | | | 1,635,494,028 | | | *7 | | | | | | | Western Asset Total Return Unconstrained Fund | | | 1,416,710,543 | | | *7 | | | | | | | Western Asset Institutional Government Reserves | | | 9,330,473,618 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Institutional Liquid Reserves | | | 2,948,173,250 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Institutional U.S. Treasury Obligations Money Market Fund | | | 705,315,951 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Institutional U.S. Treasury Reserves | | | 6,613,907,152 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premier Institutional Government Reserves | | | 15,830,000,000 | 2 | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premier Institutional Liquid Reserves | | | 21,820,000,000 | 2 | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premier Institutional U.S. Treasury Reserves | | | 12,690,000,000 | 2 | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Select Tax Free Reserves | | | 281,044,802 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset SMASh Series C Fund | | | 1,112,419,913 | | | 0 | | | | | | | Western Asset SMASh Series EC Fund | | | 2,132,821,009 | | | 0 | | | | | | | Western Asset SMASh Series M Fund | | | 2,842,111,579 | | | 0 |
G-12
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset SMASh Series TF Fund | | | 43,684,568 | | | 0 | | | | | | | Western Asset Government Reserves | | | 1,131,214,353 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset New York Tax Free Money Market Fund | | | 107,806,366 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Prime Obligations Money Market Fund | | | 171,232,620 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Tax Free Reserves | | | 58,630,634 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset U.S. Treasury Reserves | | | 292,186,479 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premium Liquid Reserves | | | 15,389,248 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premium U.S. Treasury Reserves | | | 310,989,531 | | | 70% of the management fee paid to LMPFA | | | | | | | Government Portfolio | | | 12,504,754,039 | | | 70% of the management fee paid to LMPFA | | | | | | | Liquid Reserves Portfolio | | | 20,751,689,279 | | | 70% of the management fee paid to LMPFA | | | | | | | Tax Free Reserves Portfolio | | | 339,770,336 | | | 70% of the management fee paid to LMPFA | | | | | | | U.S. Treasury Obligations Portfolio | | | 733,766,289 | | | 0 | | | | | | | U.S. Treasury Reserves Portfolio | | | | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Core Plus VIT Portfolio | | | 193,396,076 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Variable Global High Yield Bond Portfolio | | | 151,359,095 | | | 70% of the management fee paid to LMPFA | | | | | | | Clarion Partners Real Estate Income Fund Inc. | | | 21,538,498 | | | 0.50% of the portion of the average daily net assets allocated | | | | | | | LMP Capital and Income Fund Inc. | | | 280,520,793 | | | 70% of the management fee on the portion of the average daily net assets allocated | | | | | | | Western Asset Corporate Loan Fund Inc. | | | 108,082,060 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Emerging Markets Debt Fund Inc. | | | 958,277,861 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Global Corporate Defined Opportunity Fund Inc. | | | 275,050,019 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Global High Income Fund Inc. | | | 464,882,819 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset High Income Fund II Inc. | | | 622,145,281 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset High Income Opportunity Fund Inc. | | | 703,112,016 | | | 70% of the management fee paid to LMPFA |
G-13
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset High Yield Defined Opportunity Fund Inc. | | | 364,914,330 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Intermediate Muni Fund Inc. | | | 144,183,196 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Investment Grade Income Fund Inc. | | | 147,119,435 | | | 0.70% up to $60 million and 0.40% in excess of $60 million | | | | | | | Western Asset Investment Grade Defined Opportunity Trust Inc. | | | 228,858,202 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Managed Municipals Fund Inc. | | | 595,380,029 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Middle Market Debt Fund Inc. | | | 88,780,959 | | | 90% of the management fee paid to LMPFA | | | | | | | Western Asset Middle Market Income Fund Inc. | | | 173,330,793 | | | 90% of the management fee paid to LMPFA | | | | | | | Western Asset Mortgage Opportunity Fund Inc. | | | 204,709,890 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Municipal Defined Opportunity Trust Inc. | | | 257,423,494 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Municipal High Income Fund Inc. | | | 173,881,084 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Municipal Partners Fund Inc. | | | 161,010,999 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Premier Bond Fund | | | 174,564,634 | | | 0.55% of the average weekly value of the Fund’s total managed assets9 | | | | | | | Western Asset Variable Rate Strategic Fund Inc. | | | 82,985,454 | | | 70% of the management fee paid to LMPFA | | | | | | | Western Asset Inflation-Linked Income Fund | | | 385,194,648 | | | 0.35% of the Fund’s average weekly assets10 | | | | | | | Western Asset Inflation-Linked Opportunities & Income Fund | | | 779,520,367 | | | 0.35% of the Fund’s average weekly assets8 | | | | | | | Morgan Stanley Pathway Funds – Core Fixed Income Fund | | | 1,203,532,559.00 | | | 0.30% | | | | | | | Morgan Stanley Pathway Funds – High Yield Fund | | | 48,911,035.00 | | | 0.20% | | | | | | | MassMutual Select Strategic Bond Fund | | | 705,540,226.00 | | | 0.30% on assets up to $100 million; 0.15% on assets over $100 million | | | | | | | John Hancock Floating Rate Income Fund | | | 927,076,844.00 | | | 0.25% on assets up to $500 million; 0.20% on assets over $100 million | | | | | | | John Hancock High Yield Fund | | | 1,024,126,685.00 | | | 0.25% on assets up to $500 million; 0.20% on assets over $100 million |
G-14
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Management Gov’t Income Portfolio | | | 930,347,820.00 | | | 0.30% on assets up to $100 million; 0.20% on assets between $100 million and $500 million; 0.175% on assets between $500 million and $1 billion; 0.15% on assets between $1 billion and $2 billion; 0.125% on assets over $2 billion | | | | | | | Western Asset Management Strategic Bond Opportunities Portfolio | | | 3,084,113,479.00 | | | 0.50% | | | | | | | Western Asset Management US Gov’t Portfolio | | | 1,931,527,409.00 | | | 0.22% on assets up to $100 million; 0.125% on assets between $100 million and $500 million; 0.10% on assets between $500 million and $1 bllion; 0.09% on assets between $1 billion and $2 billion; 0.07% on assets over $2 billion | | | | | | | PL Managed Bond Fund | | | 497,358,662.00 | | | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | | | | | | | PL Inflation Managed Portfolio | | | 40,949,390.00 | | | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | | | | | | | AST Academic Strategies Asset Allocation Portfolio (EMD sleeve) | | | 4,662,021,434.00 | | | 0.225% on assets up to $300 million; 0.15% on assets between $300 million and $2 billion; 0.10% on assets over $2 billion | | | | | | | AST Academic Strategies Asset Allocation Portfolio (Macro Opps sleeve) | | | 4,662,021,434.00 | | | 0.40% on assets up to $100 million; 0.20% on assets over $100 million | | | | | | | AST Western Asset Core Plus Bond Portfolio | | | 3,747,220,689.00 | | | 0.60% on assets up to $100 million; 0.40% on assets over $100 million | | | | | | | AST Western Asset Corporate Bond Portfolio | | | 5,335,026.00 | | | 0.40% on assets up to $100 million; 0.20% on assets over $100 million | | | | | | | AST Western Asset Emerging Markets Debt Portfolio | | | 71,596,183.00 | | | 0.15% on assets up to $500 million; 0.125% on assets between $500 million and $1.5 billion; 0.10% on assets over $1.5 billion | | | | | | | JNL Multi-Manager Alternative Fund | | | 1,220,465,000.00 | | | 0.90% on assets up to $100 million; 0.85% on assets between $100 million and $150 million; 0.80% on assets between $150 million and $200 million; 0.75% on assets over $200 million | | | | | | | NationwideMulti-Cap Portfolio | | | 2,495,082,346.00 | | | 0.20% on assets up to $100 million; 0.15% on assets between $100 million and $300 million; 0.10% on assets over $300 million | | | | | | | GuideStone Funds – Global Bond Fund | | | 610,089,725.00 | | | 0.50% on assets up to $25 million; 0.15% on assets over $125 million | | | | | | | GuideStone Funds – Medium-Duration Bond Fund | | | 1,784,198,094.00 | | | 0.20% | | | | | | | LVIP Western Core Bond Fund | | | 2,021,705,341.00 | | | 0.30% on assets up to $100 million; 0.1% on assets over $100 million | Western Asset London | | | | | | | | | | | QS Strategic Real Return Fund | | | 97,684,808 | | | 0.25% of the portion of the average daily net assets allocated |
G-15
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Emerging Markets Debt Fund | | | 41,052,542 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global High Yield Bond Fund | | | 258,428,054 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Income Fund | | | 450,047,116 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Short Duration High Income Fund | | | 407,941,178 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Short-Term Bond Fund | | | 768,463,195 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Bond Fund | | | 13,515,870,286 | | | *7 | | | | | | | Western Asset Core Plus Bond Fund | | | 30,974,222,122 | | | *7 | | | | | | | Western Asset High Yield Fund | | | 241,938,408 | | | *7 | | | | | | | Western Asset Inflation Indexed Plus Bond Fund | | | 462,379,278 | | | *7 | | | | | | | Western Asset Intermediate Bond Fund | | | 984,942,913 | | | *7 | | | | | | | Western Asset Macro Opportunities Fund | | | 1,635,494,028 | | | *7 | | | | | | | Western Asset Total Return Unconstrained Fund | | | 1,416,710,543 | | | *7 | | | | | | | Western Asset SMASh Series C Fund | | | 1,112,419,913 | | | 0 | | | | | | | Western Asset SMASh Series EC Fund | | | 2,132,821,009 | | | 0 | | | | | | | Western Asset SMASh Series M Fund | | | 2,842,111,579 | | | 0 | | | | | | | Western Asset Short Duration Income ETF | | | 25,801,165 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Total Return ETF | | | 107,525,121 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Plus VIT Portfolio | | | 193,396,076 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Variable Global High Yield Bond Portfolio | | | 151,359,095 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | LMP Capital and Income Fund Inc. | | | 280,520,793 | | | 0.30% of the portion of the average daily net assets allocated | | | | | | | Western Asset Emerging Markets Debt Fund Inc. | | | 958,277,861 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global Corporate Defined Opportunity Fund Inc. | | | 275,050,019 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets |
G-16
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Global High Income Fund Inc. | | | 464,882,819 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Income Fund II Inc. | | | 622,145,281 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Income Opportunity Fund Inc. | | | 703,112,016 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Yield Defined Opportunity Fund Inc. | | | 364,914,330 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Investment Grade Income Fund Inc. | | | 147,119,435 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Investment Grade Defined Opportunity Trust Inc. | | | 228,858,202 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Middle Market Debt Fund Inc. | | | 88,780,959 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Middle Market Income Fund Inc. | | | 173,330,793 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Mortgage Opportunity Fund Inc. | | | 204,709,890 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Premier Bond Fund | | | 174,564,634 | | | 0.425% of the portion of the average weekly total managed assets allocated | | | | | | | Western Asset Variable Rate Strategic Fund Inc. | | | 82,985,454 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Inflation-Linked Income Fund | | | 385,194,648 | | | 0.35% of the portion of the average weekly assets allocated | | | | | | | Western Asset Inflation-Linked Opportunities & Income Fund | | | 779,520,367 | | | 0.35% of the portion of the average weekly assets allocated | Western Asset Japan | | | | | | | | | | | QS Strategic Real Return Fund | | | 97,684,808 | | | 0.25% of the portion of the average daily net assets allocated | | | | | | | Western Asset Income Fund | | | 450,047,116 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Plus Bond Fund | | | 30,974,222,122 | | | **8 | | | | | | | Western Asset Inflation Indexed Plus Bond Fund | | | 462,379,278 | | | **8 | | | | | | | Western Asset Macro Opportunities Fund | | | 1,635,494,028 | | | **8 | | | | | | | Western Asset Total Return Unconstrained Fund | | | 1,416,710,543 | | | **8 | | | | | | | Western Asset SMASh Series EC Fund | | | 2,132,821,009 | | | 0 | | | | | | | Western Asset Short Duration Income ETF | | | 25,801,165 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets |
G-17
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Total Return ETF | | | 107,525,121 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Plus VIT Portfolio | | | 193,396,076 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global Corporate Defined Opportunity Fund Inc. | | | 275,050,019 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Yield Defined Opportunity Fund Inc. | | | 364,914,330 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Investment Grade Defined Opportunity Trust Inc. | | | 228,858,202 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Middle Market Income Fund Inc. | | | 173,330,793 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Premier Bond Fund | | | 174,564,634 | | | 0.425% of the portion of the average weekly total managed assets allocated | | | | | | | Western Asset Inflation-Linked Income Fund | | | 385,194,648 | | | 0.35% of the portion of the average weekly assets allocated | | | | | | | Western Asset Inflation-Linked Opportunities & Income Fund | | | 779,520,367 | | | 0.35% of the portion of the average weekly assets allocated | Western Asset Singapore | | | | | | | | | | | Western Asset Emerging Markets Debt Fund | | | 41,052,542 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global High Yield Bond Fund | | | 258,428,054 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Income Fund | | | 450,047,116 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Plus Bond Fund | | | 30,974,222,122 | | | **8 | | | | | | | Western Asset Inflation Indexed Plus Bond Fund | | | 462,379,278 | | | **8 | | | | | | | Western Asset Macro Opportunities Fund | | | 1,635,494,028 | | | **8 | | | | | | | Western Asset Total Return Unconstrained Fund | | | 1,416,710,543 | | | **8 | | | | | | | Western Asset SMASh Series EC Fund | | | 2,132,821,009 | | | 0 | | | | | | | Western Asset Short Duration Income ETF | | | 25,801,165 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Total Return ETF | | | 107,525,121 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Core Plus VIT Portfolio | | | 193,396,076 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Variable Global High Yield Bond Portfolio | | | 151,359,095 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets |
G-18
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Western Asset Emerging Markets Debt Fund Inc. | | | 958,277,861 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global Corporate Defined Opportunity Fund Inc. | | | 275,050,019 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Global High Income Fund Inc. | | | 464,882,819 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Income Fund II Inc. | | | 622,145,281 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset High Yield Defined Opportunity Fund Inc. | | | 364,914,330 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Investment Grade Defined Opportunity Trust Inc. | | | 228,858,202 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Middle Market Income Fund Inc. | | | 173,330,793 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Premier Bond Fund | | | 174,564,634 | | | 0.425% of the portion of the average weekly total managed assets allocated | | | | | | | Western Asset Variable Rate Strategic Fund Inc. | | | 82,985,454 | | | 100% of the fee that Western Asset receives from LMPFA with respect to the Allocated Assets | | | | | | | Western Asset Inflation-Linked Income Fund | | | 385,194,648 | | | 0.35% of the portion of the average weekly assets allocated | | | | | | | Western Asset Inflation-Linked Opportunities & Income Fund | | | 779,520,367 | | | 0.35% of the portion of the average weekly assets allocated | Royce | | | | | | | | | | | RoyceCapital-Micro-Cap Fund | | | 159,098,478 | | | 1.19%1 | | | | | | | RoyceCapital-Small-Cap Fund | | | 398,741,698 | | | 0.96%1 | | | | | | | Royce Dividend Value Fund | | | 104,032,907 | | | 0.81%1 | | | | | | | Royce Global Financial Services Fund | | | 36,940,124 | | | 0.92%1 | | | | | | | Royce International Premier Fund | | | 808,737,016 | | | 0.92%1 | | | | | | | RoyceMicro-Cap Fund | | | 337,271,852 | | | 1.08%1 | | | | | | | Royce Opportunity Fund | | | 925,637,549 | | | 1.00% | | | | | | | Royce Pennsylvania Mutual Fund | | | 1,949,329,770 | | | 0.76% | | | | | | | Royce Premier Fund | | | 1,808,393,706 | | | 1.00% | | | | | | | RoyceSmall-Cap Value Fund | | | 171,268,062 | | | 1.00% | | | | | | | Royce Smaller-Companies Growth Fund | | | 260,225,451 | | | 0.99%1 | | | | | | | Royce Special Equity Fund | | | 1,091,662,640 | | | 1.00% |
G-19
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | Management Fee/Subadvisory Fee (as a percentage of average daily net assets unless noted otherwise)1 | | | Royce Total Return Fund | | | 1,522,249,590 | | | 1.00% | | | | | | | Royce Global Value Trust | | | 142,810,221 | | | 1.00% | | | | | | | RoyceMicro-Cap Trust | | | 404,806,996 | | | 0.85% | | | | | | | Royce Value Trust | | | 1,628,039,493 | | | 0.49% |
1 The Manager/Subadviser has agreed to cap total expenses under an agreement where noted. 2 As of February 29, 2020. 3 “Managed assets” means the Record Date shall entitlenet assets of the holder thereofFund plus the principal amount of any borrowings and any preferred stock that may be outstanding. 4 The fee payable to a number of votesthe Manager under the agreement is equal to the net assetannual rate set forth above multiplied by the average daily value of the share (or fractional share)Fund’s net assets plus (i) the proceeds of any outstanding borrowings used for leverage and (ii) any proceeds from the issuance of preferred stock, minus the sum of (x) accrued liabilities of the Fund, (y) any accrued and unpaid interest on outstanding borrowings and (z) accumulated dividends on shares of preferred stock. 5 The fee payable to the Manager under the agreement is calculated by multiplying the annual rate set forth above by the value of the Fund’s average weekly net assets plus the proceeds of any outstanding borrowings used for leverage (“average weekly net assets”) means the average weekly value of the total assets of the Fund, including any proceeds from the issuance of preferred stock, minus the sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid interest on outstanding borrowings and (iii) accumulated dividends on shares of preferred stock. 6 “Managed assets” means the total assets of the Fund (including assets financed through the creation of tender option bond trusts) minus the sum of accrued liabilities (other than Fund liabilities representing financial leverage). 7 The agreement provides that the fee payable to the Subadviser is equal to the product of the Baseline Amount for the relevant calendar month and the Subadviser Fraction for such calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in United States dollars determined atrespect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the closenumerator of business onwhich is the Record Date.net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund. 8 The agreement provides that the fee payable to the Subadviser is equal to the product of (i) the Baseline Amount for the current calendar month and (ii) the average of the Subadviser Fraction for the current calendar month and the Subadviser Fraction for the preceding calendar month. The Baseline Amount for a given calendar month shall be the total amount paid to the Manager by the Western Asset Funds, Inc. Funds in respect of such calendar month. The Subadviser Fraction for a given calendar month shall be a fraction, the numerator of which is the net assets of the Fund managed by the Subadviser, and the denominator of which is the net assets of the Fund. 9 “Total managed assets” means the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). 10 “Average weekly assets” means the average weekly value of the total assets of the Fund (including any assets attributable to leverage) minus accrued liabilities (other than liabilities representing leverage). G-20
EXHIBIT BAppendix H
AMENDED AND RESTATED 5% Share Ownership
As of March 18, 2020, to the best knowledge of each Fund, the following persons beneficially owned or owned of record 5% or more of the outstanding shares of the class of the Funds indicated: | | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST | | | ClearBridge Aggressive Growth Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 6,463,505.205 | | | | 22.73% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 13,951,516.415 | | | | 49.05% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 182,228.880 | | | | 7.12% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 312,765.330 | | | | 12.21% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 137,898.973 | | | | 5.39% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 350,385.655 | | | | 13.68% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 129,408.432 | | | | 5.05% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 736,840.950 | | | | 28.78% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 174,911.884 | | | | 6.83% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | FI | | | 7,660.164 | | | | 22.70% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | FI | | | 11,896.202 | | | | 35.25% | | STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | | FI | | | 2,503.183 | | | | 7.42% | | AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | | FI | | | 4,821.493 | | | | 14.29% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | I | | | 421,586.171 | | | | 7.63% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 449,854.500 | | | | 8.14% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 305,899.416 | | | | 5.54% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | I | | | 583,651.031 | | | | 10.57% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 1,858,821.039 | | | | 33.65% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 622,755.763 | | | | 11.27% | | EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | | IS | | | 1,172,816.649 | | | | 43.15% | |
H-1
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Aggressive Growth Fund (continued) | | SCHOLARS CHOICE COLL SVGS PROGRAM US AGGRESSIVE EQUITY INDIV FD OPTION 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 194,252.729 | | | | 7.15% | | LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 274,273.020 | | | | 10.09% | | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | | IS | | | 579,138.084 | | | | 21.31% | | STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | | R | | | 30,329.318 | | | | 13.56% | | VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY, WINDSOR CT 06095-4773 | | R | | | 20,293.941 | | | | 9.07% | | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | | R | | | 61,425.600 | | | | 27.46% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | R | | | 16,197.188 | | | | 7.24% | | | ClearBridge All Cap Value Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 23,940,728.852 | | | | 20.99% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 68,674,588.054 | | | | 60.21% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 202,114.449 | | | | 14.43% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 71,353.449 | | | | 5.09% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 171,115.642 | | | | 12.22% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 83,539.691 | | | | 5.96% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 452,955.110 | | | | 32.33% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 140,191.464 | | | | 6.00% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 1,419,185.719 | | | | 60.73% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 196,524.793 | | | | 8.41% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | IS | | | 66,822.998 | | | | 76.73% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 10,800.855 | | | | 12.40% | | | ClearBridge Appreciation Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 57,596,291.702 | | | | 31.33% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 81,947,127.098 | | | | 44.58% | |
H-2
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Appreciation Fund (continued) | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 424,864.818 | | | | 7.88% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 340,140.050 | | | | 6.31% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 459,202.745 | | | | 8.51% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 280,148.719 | | | | 5.19% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 2,018,317.744 | | | | 37.42% | | AMERICAN UNITED LIFE INS CO GROUP RETIREMENT ANNUITY PO BOX 368, INDIANAPOLIS IN 46206-0368 | | FI | | | 24,574.160 | | | | 17.40% | | AMERICAN UNITED LIFE INS CO UNIT INVESTMENT TRUST PO BOX 368, INDIANAPOLIS IN 46206-0368 | | FI | | | 37,443.193 | | | | 26.51% | | Reliance | | | | | 7,557.189 | | | | 5.35% | | MID ATLANTIC TRUST COMPANY FBO AUTOHAUS ON EDENS, INC. 401 (K) PLA 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | | FI | | | 63,750.683 | | | | 45.14% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 4,913,322.442 | | | | 15.53% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 1,931,384.255 | | | | 6.10% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 8,603,570.480 | | | | 27.19% | | CITISTREET TTEE U/A DTD 04/02/01 FBO WESTINGHOUSE ELEC COMPANY SVNGS PLN 801 PENNSYLVANIA AVE, KANSAS CITY MO 64105-1307 | | I | | | 1,622,129.480 | | | | 5.13% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 2,346,012.202 | | | | 7.41% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 4,618,921.466 | | | | 14.64% | | SCHOLARS CHOICE COLL SVGS PROG US CORE EQUITY INDIV FD OPTION 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,773,779.001 | | | | 5.62% | | LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 4,073,867.582 | | | | 12.91% | | JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | | IS | | | 2,420,739.619 | | | | 7.67% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,633,358.516 | | | | 5.18% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 3,317,501.424 | | | | 10.51% | | HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | | R | | | 707,547.330 | | | | 52.74% | | MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | | R | | | 87,639.158 | | | | 6.53% | | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | | R | | | 95,383.128 | | | | 7.11% | | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | | R | | | 69,835.705 | | | | 5.21% | |
H-3
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Dividend Strategy Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | 1 | | | 59,002,598.831 | | | | 99.99% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 8,498,973.778 | | | | 5.94% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 28,036,288.104 | | | | 19.59% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 83,314,554.546 | | | | 58.23% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 374,399.353 | | | | 5.24% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 668,583.300 | | | | 9.36% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 810,764.354 | | | | 11.35% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 835,895.818 | | | | 11.70% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 2,085,926.198 | | | | 29.20% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 479,028.474 | | | | 6.70% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | FI | | | 15,801.065 | | | | 86.20% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | FI | | | 1,056.756 | | | | 5.76% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 22,995,560.623 | | | | 46.27% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 5,057,945.317 | | | | 10.18% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 7,363,350.964 | | | | 14.82% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 2,986,094.873 | | | | 6.01% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 2,793,775.556 | | | | 5.62% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 381,236.846 | | | | 9.74% | | JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | | IS | | | 271,759.188 | | | | 6.94% | | PRINCIPAL LIFE INS. COMPANY 711 HIGH STREET, DES MOINES, IA 50392 | | IS | | | 2,583,312.066 | | | | 65.98% | | SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | | R | | | 1,800,280.941 | | | | 94.13% | | | ClearBridge International Small Cap Fund | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | A | | | 140,836.244 | | | | 18.94% | | NATIONWIDE TRUST COMPANY, FSB P.O. BOX 182029, COLUMBUS OH 43218-2029 | | A | | | 76,521.841 | | | | 10.29% | |
H-4
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge International Small Cap Fund (continued) | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | A | | | 148,395.745 | | | | 19.96% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 835,142.862 | | | | 100.00% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 8,255.844 | | | | 5.91% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 22,776.243 | | | | 16.31% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | C | | | 15,511.635 | | | | 11.11% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 11,434.229 | | | | 8.19% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 661,227.649 | | | | 23.04% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 759,328.007 | | | | 26.45% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | I | | | 153,741.257 | | | | 5.36% | | STRATEVEST CO PO BOX 1034, CHERRY HILL NJ 08034 | | I | | | 168,205.227 | | | | 5.86% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 357,444.048 | | | | 12.45% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 7,116.813 | | | | 6.20% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 7,115.635 | | | | 6.20% | | MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | | IS | | | 71,985.142 | | | | 62.75% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 15,334.100 | | | | 13.37% | | | ClearBridge International Value Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 1,906,517.186 | | | | 15.71% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | A | | | 855,873.825 | | | | 7.05% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 7,373,248.498 | | | | 60.74% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 37,036.178 | | | | 5.68% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 76,886.494 | | | | 11.79% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 180,596.288 | | | | 27.68% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 103,671.781 | | | | 15.89% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 515,136.317 | | | | 5.54% | |
H-5
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge International Value Fund (continued) | | VANTAGETRUST – UNITIZED C/O ICMA RETIREMENT CORP 777 NORTH CAPITOL STREET, NE, WASHINGTON DC 20002 | | I | | | 6,809,814.527 | | | | 73.18% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 1,044,384.475 | | | | 11.22% | | LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,905,533.190 | | | | 22.18% | | LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 3,846,116.712 | | | | 44.77% | | LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,516,033.772 | | | | 17.65% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | IS | | | 556,280.686 | | | | 6.48% | | STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | | R | | | 24,543.912 | | | | 39.02% | | EQUITABLE LIFE FOR SEPARATE ACCT 65 200 PLAZA DR, SECAUCUS NJ 07094 | | R | | | 27,242.242 | | | | 43.31% | | ASCENSUS TRUST COMPANY FBO AERO STUDIOS LIMITED 401(K)/PS PLAN 590022 P.O. BOX 10758, FARGO, ND 58106 | | R | | | 3,539.404 | | | | 5.63% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | R | | | 4,189.380 | | | | 6.66% | | | ClearBridge Large Cap Growth Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 11,250,413.840 | | | | 23.29% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | A | | | 5,992,073.597 | | | | 12.41% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 9,159,180.190 | | | | 18.96% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 692,431.814 | | | | 6.02% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 672,171.471 | | | | 5.84% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 1,088,774.305 | | | | 9.46% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 684,508.887 | | | | 5.95% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 1,340,691.563 | | | | 11.65% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 602,725.048 | | | | 5.24% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 2,326,165.069 | | | | 20.21% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 1,997,419.829 | | | | 17.36% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 11,927,909.441 | | | | 7.17% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | I | | | 17,622,258.998 | | | | 10.59% | |
H-6
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Large Cap Growth Fund (continued) | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 18,174,505.415 | | | | 10.92% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 57,005,532.491 | | | | 34.25% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | IS | | | 9,299,106.452 | | | | 15.74% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 7,023,367.262 | | | | 11.89% | | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | | IS | | | 3,900,832.435 | | | | 6.60% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 5,101,260.594 | | | | 8.63% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | IS | | | 4,243,941.633 | | | | 7.18% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | O | | | 635,865.237 | | | | 5.86% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | O | | | 683,900.141 | | | | 6.30% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | O | | | 780,842.974 | | | | 7.19% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | O | | | 698,893.945 | | | | 6.44% | | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | | R | | | 226,807.911 | | | | 7.79% | | SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | | R | | | 1,279,012.713 | | | | 43.95% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | R | | | 189,337.219 | | | | 6.51% | | | ClearBridge Large Cap Value Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | 1 | | | 5,215,964.049 | | | | 100.00% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 850,876.106 | | | | 6.05% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 6,129,071.450 | | | | 43.55% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 6,223,601.539 | | | | 99.97% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 39,145.044 | | | | 6.57% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 30,650.028 | | | | 5.14% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 82,222.685 | | | | 13.80% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 188,240.628 | | | | 31.59% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 36,151.082 | | | | 6.07% | |
H-7
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Large Cap Value Fund (continued) | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 2,173,647.692 | | | | 9.24% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 1,997,146.978 | | | | 8.49% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 1,468,868.487 | | | | 6.24% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 58,052.712 | | | | 6.39% | | VANGUARD FIDUCIARY TRUST CO LM VALUE TRUST FUND PO BOX 2600, VALLEY FORGE PA 19482-2600 | | IS | | | 79,129.149 | | | | 8.71% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 274,185.266 | | | | 30.19% | | SEI PRIVATE TRUST COMPANY ONE FREEDOM VALLEY DRIVE, OAKS, PA 19456 | | IS | | | 393,025.195 | | | | 43.27% | | STATE STREET BANK AND TRUST (FBO) ADP ACCESS 1 LINCOLN ST, BOSTON MA 02111-2901 | | R | | | 5,674.053 | | | | 78.03% | | LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | | R | | | 475.705 | | | | 6.54% | | MATRIX TRUST COMPANY CUST. FBO ADCOR INDUSTRIES, INC. 401(K) PLAN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 1,037.416 | | | | 14.27% | | | ClearBridge Mid Cap Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | 1 | | | 104,755.326 | | | | 100.00% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 5,865,333.391 | | | | 18.82% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 15,160,715.433 | | | | 48.65% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 76,411.160 | | | | 5.39% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 142,982.190 | | | | 10.08% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 101,838.202 | | | | 7.18% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 90,551.356 | | | | 6.38% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 145,094.042 | | | | 10.23% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 139,320.106 | | | | 9.82% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 274,162.506 | | | | 19.33% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 865,192.905 | | | | 8.39% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 2,517,297.590 | | | | 24.42% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | I | | | 565,492.419 | | | | 5.49% | |
H-8
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Mid Cap Fund (continued) | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 1,347,742.700 | | | | 13.08% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 807,123.218 | | | | 7.83% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 605,002.951 | | | | 5.87% | | EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | | IS | | | 5,551,974.953 | | | | 61.15% | | LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 788,703.948 | | | | 8.69% | | HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | | R | | | 341,009.269 | | | | 22.43% | | MASSACHUSETTS MUTUAL INSURANCE 1295 STATE ST, SPRINGFIELD MA 01111-0001 | | R | | | 193,634.005 | | | | 12.74% | | SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | | R | | | 400,616.805 | | | | 26.35% | | | ClearBridge Mid Cap Growth Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 19,304.143 | | | | 7.88% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | A | | | 16,770.980 | | | | 6.85% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | A | | | 32,842.741 | | | | 13.41% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 79,870.286 | | | | 32.62% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 1,483,334.408 | | | | 100.00% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 12,910.493 | | | | 10.21% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 17,188.869 | | | | 13.59% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 15,240.192 | | | | 12.05% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | C | | | 10,439.275 | | | | 8.25% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 34,515.270 | | | | 27.29% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | I | | | 62,446.287 | | | | 6.25% | | T ROWE PRICE TRUST CO FBO RETIREMENT PLAN CLIENTS P O BOX 17215, BALTIMORE MD 21297-1215 | | I | | | 75,880.159 | | | | 7.59% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 53,378.969 | | | | 5.34% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 69,733.952 | | | | 6.98% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | I | | | 83,721.131 | | | | 8.38% | |
H-9
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Mid Cap Growth Fund (continued) | | SAXON & CO. FBO 20350023403902 P.O. BOX 7780-1888, PHILADELPHIA PA 19182 | | I | | | 240,449.506 | | | | 24.05% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 90,621.258 | | | | 9.07% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 6,368.889 | | | | 14.41% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 4,514.310 | | | | 10.21% | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | IS | | | 27,673.663 | | | | 62.60% | | RELIANCE TRUST COMPANY TRUSTEE FBO PIZZA LUCE RETIREMENT SAVINGS P 401 2ND AVE N STE 210, MINNEAPOLIS MN 554012097 | | IS | | | 2,400.207 | | | | 5.43% | | ELLEN ZOBRIST TTEE FBO PEPSI NEW HAVEN 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | | R | | | 625.119 | | | | 24.02% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | R | | | 1,861.910 | | | | 71.54% | | | ClearBridge Select Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 362,526.338 | | | | 5.95% | | TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | | A | | | 407,798.487 | | | | 6.70% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | A | | | 769,897.854 | | | | 12.65% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 3,879,914.050 | | | | 100.00% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 143,131.495 | | | | 11.43% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 313,882.294 | | | | 25.06% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 175,309.356 | | | | 14.00% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | C | | | 98,395.166 | | | | 7.86% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 191,544.791 | | | | 15.29% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | FI | | | 61,697.362 | | | | 36.08% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | FI | | | 57,973.203 | | | | 33.90% | | TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | | FI | | | 38,547.672 | | | | 22.54% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 1,397,291.525 | | | | 10.08% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 1,502,623.872 | | | | 10.84% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 2,579,811.822 | | | | 18.61% | |
H-10
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Select Fund (continued) | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 2,345,645.629 | | | | 16.92% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | �� | I | | | 1,775,233.730 | | | | 12.81% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 2,082,402.017 | | | | 15.02% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | IS | | | 195,667.864 | | | | 10.24% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 509,505.748 | | | | 26.65% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 1,012,350.020 | | | | 52.96% | | | ClearBridge Small Cap Growth Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | 1 | | | 110,763.924 | | | | 100.00% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 3,209,307.677 | | | | 12.45% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | A | | | 1,536,169.973 | | | | 5.96% | | PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 005 NYC HEALTH + HOSPITALS TDA 55 WATER STREET, 26TH FLOOR,26-118, NEW YORK NY 10041 | | A | | | 1,474,784.384 | | | | 5.72% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 7,603,930.472 | | | | 29.49% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 27,617.131 | | | | 5.50% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 27,397.649 | | | | 5.45% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 49,330.917 | | | | 9.82% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 64,320.933 | | | | 12.81% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 42,342.617 | | | | 8.43% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 81,190.993 | | | | 16.16% | | HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | | FI | | | 48,506.308 | | | | 16.96% | | TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | | FI | | | 19,623.865 | | | | 6.86% | | GREAT-WEST TRUST COMPANY LLC 8525 E ORCHARD RD, GREENWOOD VILLAGE CO 80111 | | FI | | | 32,619.346 | | | | 11.41% | | RELIANCE TRUST COMPANY FBO MASSMUTUAL REGISTERED PRODUCT PO BOX 28004, ATLANTA GA 30358 | | FI | | | 20,840.885 | | | | 7.29% | | PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 009 JAYHAWK FINE CHEMICALS 401(K) 8545 SOUTH EAST JAYHAWK DRIVE, GALENA KS 66739 | | FI | | | 34,692.839 | | | | 12.13% | | PIMS/PRUDENTIAL RET FOR TTEE/CUST PL 105 ROMAC INDUSTRIES, INC. 401(K) & 21919 20TH AVE SE, SUITE 100, BOTHELL WA 980214404 | | FI | | | 98,145.629 | | | | 34.32% | |
H-11
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Small Cap Growth Fund (continued) | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 6,205,008.756 | | | | 20.68% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 2,987,767.137 | | | | 9.96% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 8,234,281.468 | | | | 27.45% | | EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | | IS | | | 3,641,915.191 | | | | 7.49% | | NATIONAL FINANCIAL SERVICES LLC FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | | IS | | | 10,217,726.963 | | | | 21.01% | | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | | IS | | | 2,841,174.147 | | | | 5.84% | | MORI & CO 922 WALNUT ST, KANSAS CITY MO 64106 | | IS | | | 3,387,917.295 | | | | 6.97% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 3,887,026.885 | | | | 7.99% | | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | | IS | | | 5,835,509.710 | | | | 12.00% | | MLPF8S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | IS | | | 2,447,836.379 | | | | 5.03% | | HARTFORD LIFE INS CO SEPARATE ACCOUNT PO BOX 2999, HARTFORD CT 06104-2999 | | R | | | 704,755.042 | | | | 34.64% | | DCGT AS TTEE AND/OR CUST FBO PLIC VARIOUS RETIREMENT PLANS 711 HIGH STREET, DES MOINES, IA 50392 | | R | | | 122,916.230 | | | | 6.04% | | SAMMONS RETIREMENT SOLUTION 4546 CORPORATE DR STE 100, WEST DES MOINES IA 50266 | | R | | | 245,489.693 | | | | 12.06% | | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY 1 ORANGE WAY, WINDSOR CT 06095-4773 | | R | | | 508,369.944 | | | | 24.98% | | | ClearBridge Small Cap Value Fund | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 2,143,013.873 | | | | 32.79% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 1,922,453.898 | | | | 29.41% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 33,999.540 | | | | 7.31% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 25,601.645 | | | | 5.50% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 152,941.680 | | | | 32.87% | | JOHN ROMERO AGENCY INC 401(K) PLAN JOHN ROMERO TTEE 10 MERRICK AVE, MERRICK NY 11566 | | C | | | 26,353.811 | | | | 5.66% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 21,772.939 | | | | 5.60% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 26,248.728 | | | | 6.75% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 175,387.793 | | | | 45.07% | |
H-12
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Small Cap Value Fund (continued) | | MID ATLANTIC TRUST COMPANY FBO ALLIANCE DEFENSE FUND 401K PSP & TR 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | | I | | | 20,806.954 | | | | 5.35% | | WELLS FARGO BANK NA FBO WESTERN ASSET DEFERRED COMP PLAN 028939800 PO BOX 1533, MINNEAPOLIS MN 55480-1533 | | I | | | 21,508.652 | | | | 5.53% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 19,594.442 | | | | 5.04% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 55,341.838 | | | | 21.75% | | TIAA, FSB CUST/TTEE FBO: RETIREMENT PLANS 211 NORTH BROADWAY, SUITE 1000, ST. LOUIS, MO 63102-2733 | | IS | | | 189,891.328 | | | | 74.62% | | | ClearBridge Sustainability Leaders Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 13,813.063 | | | | 7.64% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | A | | | 25,197.733 | | | | 13.94% | | UMB BANK NA ONE SECURITY BENEFIT PLACE, TOPEKA KS 66636-1000 | | A | | | 138,968.855 | | | | 76.90% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | FI | | | 2,832.172 | | | | 10.24% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | FI | | | 23,807.736 | | | | 86.05% | | LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | | I | | | 516,378.930 | | | | 64.00% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | I | | | 123,373.102 | | | | 15.29% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | I | | | 47,255.350 | | | | 5.86% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | IS | | | 2,239.522 | | | | 29.34% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 4,011.207 | | | | 52.54% | | LEGG MASON FUNDING LIMITED WALKER HOUSE, ELIZABETH WHITEHURST PO BOX 908GT, GRAND CAYMAN, CAYMAN ISLANDS | | IS | | | 1,382.372 | | | | 18.11% | | | ClearBridge Tactical Dividend Income Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 3,433,375.756 | | | | 47.85% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 1,776,290.216 | | | | 24.75% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 3,269,827.415 | | | | 100.00% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 237,575.822 | | | | 5.41% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 358,624.835 | | | | 8.16% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 856,240.540 | | | | 19.49% | |
H-13
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | ClearBridge Tactical Dividend Income Fund (continued) | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 225,725.352 | | | | 5.14% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 575,711.103 | | | | 13.11% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 385,314.279 | | | | 8.77% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 796,759.732 | | | | 18.14% | | MLPF&S FBO CUSTOMERS 4800 DEER LAKE DRIVE EAST 3RD FLOOR, JACKSONVILLE FL 32246-6484 | | C | | | 314,443.025 | | | | 7.16% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 763,994.530 | | | | 20.55% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 652,283.620 | | | | 17.55% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 313,331.360 | | | | 8.43% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | I | | | 257,108.667 | | | | 6.92% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 489,806.613 | | | | 13.18% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 545,786.239 | | | | 14.68% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | IS | | | 38,429.268 | | | | 56.90% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | IS | | | 5,212.496 | | | | 7.72% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | IS | | | 18,556.247 | | | | 27.47% | | JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | | IS | | | 4,558.879 | | | | 6.75% | | | QS Conservative Growth Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 17,050,191.511 | | | | 85.46% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 198,094.629 | | | | 51.64% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 28,413.632 | | | | 7.41% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 42,107.337 | | | | 10.98% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 46,143.274 | | | | 31.69% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 17,938.877 | | | | 12.32% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 54,353.704 | | | | 37.32% | | MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 1,841.478 | | | | 44.28% | |
H-14
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS Conservative Growth Fund (continued) | | MATRIX TRUST COMPANY CUST. FBO ONE WAY DEVELOPMENT, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 813.529 | | | | 19.56% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | R | | | 895.384 | | | | 21.53% | | | QS Defensive Growth Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 7,695,344.582 | | | | 84.01% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 14,882.668 | | | | 14.87% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 26,746.388 | | | | 26.72% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 8,492.816 | | | | 8.48% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 14,491.765 | | | | 14.48% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 21,378.142 | | | | 21.36% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 7,246.517 | | | | 7.24% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C1 | | | 3,624.635 | | | | 10.46% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C1 | | | 14,114.387 | | | | 40.74% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | | C1 | | | 2,120.087 | | | | 6.12% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD, JERSEY CITY, NJ 07310 | | C1 | | | 2,108.574 | | | | 6.09% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C1 | | | 9,108.168 | | | | 26.29% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | I | | | 14,971.685 | | | | 14.71% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 10,947.646 | | | | 10.75% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 13,057.349 | | | | 12.83% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 17,494.893 | | | | 17.19% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 13,986.632 | | | | 13.74% | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | I | | | 7,248.710 | | | | 7.12% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 13,372.486 | | | | 13.14% | | MID ATLANTIC TRUST COMPANY FBO CAPTEC ENGINEERING INC 401(K) PROFI 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | | I | | | 7,501.080 | | | | 7.37% | | MATRIX TRUST COMPANY CUST. FBO PAYROLL IRA ROTH- NAZARENE APOSTOLI 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 2,978.721 | | | | 49.19% | |
H-15
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS Defensive Growth Fund (continued) | | MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 1,959.474 | | | | 32.36% | | MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 541.913 | | | | 8.95% | | MATRIX TRUST COMPANY CUST. FBO HILLIARD CITY SCHOOLS 403(B) PLAN 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 341.743 | | | | 5.64% | | | QS Global Dividend Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 6,123.974 | | | | 17.20% | | BNYM I S TRUST CO CUST ROLLOVER IRA HOPE E MUCKLOW 375 HARROGATE SPRINGS ROAD, WETUMPKA AL 36093-3609 | | A | | | 4,921.660 | | | | 13.82% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 8,597.086 | | | | 24.14% | | JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | | A | | | 9,855.951 | | | | 27.68% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A2 | | | 815,099.726 | | | | 100.00% | | STIFEL NICOLAUS & CO INC FBO CUSTOMERS 501 N BROADWAY, ST LOUIS MO 63102-2188 | | C | | | 2,260.275 | | | | 16.66% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 9,245.415 | | | | 68.15% | | RICKY L HEWITT SR IRA R/O 118 HEWITT LN, AYDLETT NC 27916-9501 | | C | | | 934.831 | | | | 6.89% | | EDWARD D JONES & CO FBO CUSTOMERS 12555 MANCHESTER RD, SAINT LOUIS MO 63131-3729 | | FI | | | 922.605 | | | | 27.09% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | FI | | | 1,100.788 | | | | 32.32% | | VANGUARD BROKERAGE SERVICES A/C 7728-6591 P. O. BOX 1170, VALLEY FORGE PA 19482-1170 | | FI | | | 268.254 | | | | 7.88% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | FI | | | 1,114.472 | | | | 32.72% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 71,557.256 | | | | 61.33% | | TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | | I | | | 8,824.476 | | | | 7.56% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 27,152.110 | | | | 23.27% | | LEGG MASON PARTNERS QS GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 5,070,096.077 | | | | 17.58% | | LEGG MASON PARTNERS QS MODERATE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 3,274,602.578 | | | | 11.36% | | LEGG MASON PARTNERS QS CONSERVATIVE GROWTH FUND 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 2,122,182.424 | | | | 7.36% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,652,645.010 | | | | 5.73% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 1,810,952.663 | | | | 6.28% | |
H-16
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS Global Dividend Fund (continued) | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 4,538,008.300 | | | | 15.74% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 2,952,732.355 | | | | 10.24% | | STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 2,480,549.775 | | | | 8.60% | | RELIANCE TRUST CO FBO ARDEN C/C PO BOX 28004, ATLANTA GA 30358 | | IS | | | 3,256,746.206 | | | | 11.30% | | | QS Global Equity Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | 1 | | | 76,723.869 | | | | 100.00% | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 5,892,599.151 | | | | 65.74% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | C | | | 5,924.114 | | | | 5.76% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | C | | | 6,283.509 | | | | 6.11% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 5,839.093 | | | | 5.67% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 7,973.306 | | | | 7.75% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 6,760.099 | | | | 6.57% | | JOHN ROMERO AGENCY INC 401(K) PLAN JOHN ROMERO TTEE 10 MERRICK AVE, MERRICK NY 11566 | | C | | | 17,949.155 | | | | 17.44% | | ANDREA LEOPOLD TTEE FBO CHILDRENS SMILES DENTAL CARE 401K 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | | C | | | 15,327.627 | | | | 14.89% | | CAPITAL BANK & TRUST COMPANY TTEE F CT WILSON CONSTRUCTION 8515 E ORCHARD RD 2T2, GREENWOOD VILLAGE CO 80111 | | C | | | 6,346.554 | | | | 6.17% | | JP MORGAN SECURITIES LLC FBO CUSTOMERS 3RD FLOOR MUTUAL FUND DEPARTMENT, BROOKLYN NY 11245 | | IS | | | 1,936.789 | | | | 100.00% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 68,830.975 | | | | 7.76% | | TD AMERITRADE INC FBO CLIENTS PO BOX 2226, OMAHA NE 68103-2226 | | I | | | 468,446.243 | | | | 52.84% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 100,585.173 | | | | 11.35% | | | QS Growth Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 41,149,805.504 | | | | 90.49% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 44,343.242 | | | | 10.48% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | C | | | 68,872.301 | | | | 16.27% | | WELLS FARGO CLEARING SVCS LLC A/C 1699-0135 2801 MARKET STREET, SAINT LOUIS, MO 63103 | | C | | | 41,232.348 | | | | 9.74% | |
H-17
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS Growth Fund (continued) | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 144,705.010 | | | | 34.19% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 52,752.784 | | | | 12.47% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 11,741.054 | | | | 9.57% | | RAYMOND JAMES FBO CUSTOMERS 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | I | | | 18,863.937 | | | | 15.38% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 14,641.932 | | | | 11.94% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 6,147.211 | | | | 5.01% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 35,852.844 | | | | 29.23% | | MID ATLANTIC TRUST COMPANY FBO MAGICWIG PRODUCTIONS INC 401(K) PRO 1251 WATERFRONT PLACE, SUITE 525, PITTSBURGH, PA 15222 | | I | | | 7,948.184 | | | | 6.48% | | CHARLES SCHWAB & CO INC FBO CUSTOMERS 211 MAIN STREET, SAN FRANCISCO CA 94105-1905 | | I | | | 9,594.652 | | | | 7.82% | | ASCENSUS TRUST COMPANY FBO EXECUTIVE GLASS SERVICES, INC. 401(K) 682727 PO BOX 10577, FARGO, ND 58106 | | R | | | 557.436 | | | | 9.56% | | MATRIX TRUST COMPANY CUST. FBO IRA ACCOUNT - ASPIRE MG TRUST 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 367.560 | | | | 6.30% | | MATRIX TRUST COMPANY CUST. FBO PAYROLLIRA- EDIBLE ARRANGEMENTS 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 696.427 | | | | 11.94% | | MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 546.704 | | | | 9.37% | | MATRIX TRUST COMPANY CUST. FBO EDIBLE ARRANGEMENTS PERRY HALL 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 767.285 | | | | 13.15% | | MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 385.065 | | | | 6.60% | | MATRIX TRUST COMPANY CUST. FBO LEO & ASSOCIATESINC- PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 352.002 | | | | 6.03% | | MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 828.045 | | | | 14.20% | | MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 370.330 | | | | 6.35% | | MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 777.957 | | | | 13.34% | | | QS Moderate Growth Fund | | BNY MELLON INVESTMENT SERVICING (US) INC FBO PRIMERICA 760 MOORE RD, KING OF PRUSSIA PA 19406-1212 | | A | | | 24,584,255.874 | | | | 85.78% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | C | | | 50,889.433 | | | | 13.50% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | C | | | 146,117.289 | | | | 38.76% | |
H-18
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS Moderate Growth Fund (continued) | | LPL FINANCIAL FBO CUSTOMERS 4707 EXECUTIVE DRIVE, SAN DIEGO CA 92121 | | C | | | 27,499.293 | | | | 7.29% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | C | | | 85,204.891 | | | | 22.60% | | UBS WM USA FBO 0O0 11011 6100 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | I | | | 11,392.043 | | | | 5.14% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | I | | | 36,689.468 | | | | 16.55% | | NATIONAL FINANCIAL SERVICES CORP FBO CUSTOMERS 499 WASHINGTON BLVD, JERSEY CITY NJ 07310-2010 | | I | | | 16,051.402 | | | | 7.24% | | AMERICAN ENTERPRISE INVESTMENT SVC FBO # 41999970 707 2ND AVE S, MINNEAPOLIS MN 55402-2405 | | I | | | 58,701.704 | | | | 26.48% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | I | | | 60,648.618 | | | | 27.36% | | MATRIX TRUST COMPANY CUST. FBO HOP - NADIA & NADINE, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 1,680.227 | | | | 19.56% | | MATRIX TRUST COMPANY CUST. FBO SOTERIX MEDICAL, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 562.812 | | | | 6.55% | | MATRIX TRUST COMPANY CUST. FBO ONE WAY DEVELOPMENT, INC. 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 2,559.444 | | | | 29.79% | | MATRIX TRUST COMPANY CUST. FBO MARQUISE ZINC PLUS, LLC. PAYROLL IR 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 492.765 | | | | 5.74% | | MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 1,440.669 | | | | 16.77% | | MATRIX TRUST COMPANY CUST. FBO CENNAIRUS PAYROLL IRA 717 17TH STREET, SUITE 1300, DENVER CO 80202 | | R | | | 599.565 | | | | 6.98% | | | QS S&P 500 Index Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | A | | | 716,306.798 | | | | 7.58% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | A | | | 5,769,413.093 | | | | 61.02% | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | D | | | 357,886.752 | | | | 42.81% | | MORGAN STANLEY SMITH BARNEY LLC FBO CUSTOMERS 1 NEW YORK PLAZA FL 12, NEW YORK NY 10004-1901 | | D | | | 203,060.025 | | | | 24.29% | | VOYA INSTITUTIONAL TRUST COMPANY ONE ORANGE WAY, WINDSOR CT 06095-4773 | | D | | | 214,750.419 | | | | 25.69% | | | QS U.S. Large Cap Equity Fund | | PERSHING LLC 1 PERSHING PLZ, JERSEY CITY NJ 07399-0001 | | FI | | | 1,156.095 | | | | 33.52% | | PAI TRUST COMPANY, INC. RHNL CONSULTING INC 401(K) P/S PLAN 1300 ENTERPRISE DRIVE, DE PERE WI 541150000 | | FI | | | 244.735 | | | | 7.10% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | FI | | | 1,740.449 | | | | 50.46% | | LEGG MASON INC 100 INTERNATIONAL DR FL 10, BALTIMORE MD 21202-4673 | | I | | | 3,170.358 | | | | 100.00% | |
H-19
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS EQUITY TRUST (continued) | | | QS U.S. Large Cap Equity Fund (continued) | | LM DYNAMIC MULTI-STRATEGY VIT PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 7,838,068.904 | | | | 16.10% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 1 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 6,124,702.621 | | | | 12.58% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 2 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 2,752,177.171 | | | | 5.65% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 3 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 3,890,984.145 | | | | 7.99% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 4 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 7,382,750.884 | | | | 15.16% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 5 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 6,156,521.266 | | | | 12.64% | | STATE OF COLORADO COLLEGEINVEST PORTFOLIO 6 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 2,490,306.414 | | | | 5.11% | | STATE OF COLORADO COLLEGEINVEST EQUITY PORTFOLIO 620 8TH AVENUE 49TH FL, NEW YORK NY 10018-1618 | | IS | | | 8,950,307.935 | | | | 18.38% | | | Legg Mason Adaptive Growth Fund | | N/A | | | Legg Mason Defensive Fund | | N/A | | | Legg Mason High Growth Fund | | N/A | | | Legg Mason Income Fund | | N/A | | | Legg Mason Low Volatility Fund | | N/A | | | LEGG MASON ETF INVESTMENT TRUST | | | ClearBridge All Cap Growth ETF | | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | | | | | 1,019,597 | | | | 21.69% | | RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | | | | | 1,178,370 | | | | 25.07% | | LPL FINANCIAL CORPORATION 9785 TOWNE CENTER DRIVE SAN DIEGO, CA 92121 | | | | | 342,930 | | | | 7.30% | | RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | | | | | 672,908 | | | | 14.32% | | UBS FINANCIAL SERVICES INC. 1000 HARBOR BLVD WEEHAWKEN, NJ 07086 | | | | | 252,807 | | | | 5.38% | | | ClearBridge Dividend Strategy ESG ETF | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 16,115 | | | | 6.45% | | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR BALTIMORE, MD 21231 | | | | | 29,456 | | | | 11.78% | |
H-20
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON ETF INVESTMENT TRUST (continued) | | | ClearBridge Dividend Strategy ESG ETF (continued) | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 13,829 | | | | 5.53% | | BOFA SECURITIES, INC 4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 | | | | | 13,265 | | | | 5.31% | | INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK GREENWICH, CT 06831 | | | | | 86,313 | | | | 34.53% | | PERSHING LLC 1 PERSHING PLAZA JERSEY CITY, NJ 07399-0001 | | | | | 29,595 | | | | 11.84% | | | ClearBridge Dividend Strategy ESG ETF | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 4,878,865 | | | | 87.91% | | | Legg Mason Emerging Markets Low Volatility High Dividend ETF | | BOFA SECURITIES, INC 4804 DEAR LAKE DR E JACKSONVILLE, FL 32246 | | | | | 102,317 | | | | 42.63% | | LPL FINANCIAL CORPORATION 9785 TOWNE CENTER DRIVE SAN DIEGO, CA 92121 | | | | | 39,073 | | | | 16.28% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 17,880 | | | | 7.45% | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 26,792 | | | | 11.16% | | | Legg Mason Global Infrastructure ETF | | CITIGROUP GLOBAL MARKETS INC 111 WALL ST FL 24 NEW YORK, NY 10005-3501 | | | | | 100,000 | | | | 14.29% | | GOLDMAN SACHS & CO. LLC 30 HUDSON STREET JERSEY CITY, NJ 07302 | | | | | 100,301 | | | | 14.33% | | INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK GREENWICH, CT 06831 | | | | | 102,705 | | | | 14.67% | | HSBC/CCSLB 452 FIFTH AVENUE NEW YORK, NY 10018 | | | | | 100,000 | | | | 14.29% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 40,930 | | | | 5.85% | | JP MORGAN SECURITIES, LLC/JPMC 500 STANTON CHRISTIANA ROAD, OPS 4 3RD FLOOR NEWARK, DE 19713 | | | | | 100,000 | | | | 14.29% | | | Legg Mason International Low Volatility High Dividend ETF | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 311,566 | | | | 11.80% | | RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | | | | | 132,177 | | | | 5.01% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 200,627 | | | | 7.60% | | THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE153-0400 PITTSBURGH, PA15259 | | | | | 1,198,591 | | | | 45.40% | | | Legg Mason Low Volatility High Dividend ETF | | AMERICAN ENTERPRISE INVESTMENT SVC 682 AMP FINANCIAL CENTER MINNEAPOLIS, MN 55474 | | | | | 1,667,234 | | | | 6.29% | |
H-21
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON ETF INVESTMENT TRUST (continued) | | | Legg Mason Low Volatility High Dividend ETF (continued) | | RAYMOND JAMES 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 | | | | | 1,739,470 | | | | 6.56% | | THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE153-0400 PITTSBURGH, PA15259 | | | | | 5,709,450 | | | | 21.55% | | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR BALTIMORE, MD 21231 | | | | | 3,471,429 | | | | 13.10% | | TD AMERITRADE CLEARING INC. 200 S. 108TH AVE. OMAHA, NE 68154 | | | | | 3,761,217 | | | | 14.19% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 1,835,225 | | | | 6.93% | | | Legg MasonSmall-Cap Quality Value ETF | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 84,898 | | | | 16.98% | | E TRADE SECURITIES, LLC P.O. BOX 484 JERSEY CITY, NJ 07303-0484 | | | | | 62,859 | | | | 12.57% | | RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | | | | | 106,789 | | | | 21.36% | | FIFTH THIRD BANCORP 38 FOUNTAIN SQUARE PLAZA CINCINNATI, OH 45263 | | | | | 69,000 | | | | 13.80% | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD. JERSEY CITY, NJ 07310 | | | | | 70,420 | | | | 14.08% | | RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE. SOUTH MINNEAPOLIS, MN 55402-1110 | | | | | 46,666 | | | | 9.33% | | | Western Asset Short Duration Income ETF | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 691,959 | | | | 69.20% | | JP MORGAN SECURITIES, LLC/JPMC 500 STANTON CHRISTIANA ROAD, OPS 4 3RD FLOOR NEWARK, DE 19713 | | | | | 180,000 | | | | 18.00% | | | Western Asset Total Return ETF | | TD AMERITRADE CLEARING INC. 200 S. 108TH AVE. OMAHA, NE 68154 | | | | | 891,296 | | | | 21.22% | | RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | | | | | 999,439 | | | | 23.80% | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | | | 1,733,427 | | | | 41.27% | | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST | | | ClearBridge Variable Aggressive Growth Portfolio | | METLIFE INSURANCE CO USA SHAREHOLDER ACCOUNTING DEPT 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 10,629,358.927 | | | | 48.35% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 9,341,492.517 | | | | 42.49% | |
H-22
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | | | ClearBridge Variable Aggressive Growth Portfolio (continued) | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | II | | | 781,651.586 | | | | 10.87% | | AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | | II | | | 1,902,305.458 | | | | 26.44% | | SECURITY BENEFIT LIFE INSURANCECO-FBO UNBUNDLED 1 SECURITY BENEFIT PL, TOPEKA KS 66636-1000 | | II | | | 437,346.580 | | | | 6.08% | | SEPARATE ACCOUNT A OF PACIFIC LIFE INSURANCE COMPANY 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | | II | | | 386,800.910 | | | | 5.38% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | II | | | 1,525,090.284 | | | | 21.20% | | PACIFIC SELECT EXEC SEPARATE ACCOUNT 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | | II | | | 798,055.013 | | | | 11.09% | | | ClearBridge Variable Appreciation Portfolio | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 5,206,525.223 | | | | 37.39% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 8,054,387.425 | | | | 57.84% | | AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | | II | | | 407,762.836 | | | | 12.49% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | II | | | 1,100,758.386 | | | | 33.71% | | NEW YORK LIFE INS & ANNUITY CORP 30 HUDSON ST, JERSEY CITY NJ 07302-4600 | | II | | | 1,678,858.675 | | | | 51.42% | | | ClearBridge Variable Dividend Strategy Portfolio | | OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | | I | | | 2,538,895.586 | | | | 46.87% | | JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | | I | | | 546,779.153 | | | | 10.09% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 1,429,016.914 | | | | 26.38% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 440,043.110 | | | | 8.12% | | MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | | II | | | 1,336,063.021 | | | | 7.79% | | AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | | II | | | 2,204,387.816 | | | | 12.86% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | II | | | 2,664,890.413 | | | | 15.55% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | II | | | 10,022,464.991 | | | | 58.47% | | | ClearBridge Variable Large Cap Growth Portfolio | | JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | | I | | | 937,766.421 | | | | 19.16% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 3,702,593.292 | | | | 75.64% | |
H-23
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | | | ClearBridge Variable Large Cap Growth Portfolio (continued) | | MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | | II | | | 502,657.783 | | | | 8.02% | | LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | II | | | 434,723.268 | | | | 6.94% | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | II | | | 5,123,538.308 | | | | 81.74% | | | ClearBridge Variable Large Cap Value Portfolio | | OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | | I | | | 4,169,842.604 | | | | 31.67% | | GENWORTH LIFE & ANNUITY INS CO 6620 W BROAD ST BLDG 3 5TH FL, RICHMOND VA 23230-1721 | | I | | | 722,284.750 | | | | 5.49% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 5,180,101.658 | | | | 39.34% | | NATIONWIDE TRUST COMPANY, NWPP P.O. BOX 182029, COLUMBUS OH 43218-2029 | | I | | | 1,796,929.176 | | | | 13.65% | | | ClearBridge Variable Mid Cap Portfolio | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | I | | | 1,695,346.348 | | | | 56.44% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 1,238,615.173 | | | | 41.23% | | PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | | II | | | 1,863,958.555 | | | | 31.84% | | MIDLAND NATIONAL LIFE INS CO SEPARATE ACCOUNT C 4350 WESTOWN PKWY, WEST DES MOINES IA 50266-1036 | | II | | | 407,879.135 | | | | 6.97% | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST, FORT WAYNE IN 46802-3506 | | II | | | 2,171,180.322 | | | | 37.09% | | PACIFIC SELECT EXEC SEPARATE ACCOUNT 700 NEWPORT CENTER DR, NEWPORT BEACH CA 92660-6307 | | II | | | 548,423.725 | | | | 9.37% | | | ClearBridge Variable Small Cap Growth Portfolio | | RIVERSOURCE LIFE INSURANCE CO 10468 AMERIPRISE FINANCIAL CENTER, MINNEAPOLIS MN 55474-0001 | | I | | | 626,913.894 | | | | 6.62% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 1,765,782.325 | | | | 18.65% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | I | | | 3,860,019.422 | | | | 40.77% | | NATIONWIDE TRUST COMPANY NWVL14 P.O. BOX 182029, COLUMBUS OH 43218-2029 | | I | | | 748,404.033 | | | | 7.91% | | PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | | II | | | 601,656.139 | | | | 16.60% | | GUARDIAN INSURANCE & ANNUITY CO INC 6255 STERNERS WAY, BETHLEHEM PA 18017-9464 | | II | | | 289,537.059 | | | | 7.99% | | JEFFERSON NATIONAL LIFE INS CO 10350 ORMSBY PARK PL STE 600, LOUISVILLE KY 40223-6175 | | II | | | 520,548.326 | | | | 14.36% | | MINNESOTA LIFE 400 ROBERT ST N, SAINT PAUL MN 55101-2037 | | II | | | 530,170.443 | | | | 14.63% | |
H-24
| | | | | | | | | | | Name and Address | | Class | | Shares Held | | | Percent of Class | | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | | | ClearBridge Variable Small Cap Growth Portfolio (continued) | | NATIONWIDE TRUST COMPANY NWVA4 P.O. BOX 182029, COLUMBUS OH 43218-2029 | | II | | | 184,362.487 | | | | 5.09% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | II | | | 738,302.031 | | | | 20.37% | | | QS Legg Mason Dynamic Multi-Strategy VIT Portfolio | | OHIO NATIONAL LIFE CO FBO SEPARATE ACCOUNTS P O BOX 237, CINCINNATI OH 45201-0237 | | I | | | 85,559,836.073 | | | | 96.50% | | PROTECTIVE LIFE INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | | II | | | 1,835,263.312 | | | | 62.00% | | PROTECTIVE LIFE & ANNUITY INSURANCE COMPANY PO BOX 2606, BIRMINGHAM AL 35202-2606 | | II | | | 629,719.522 | | | | 21.27% | | AXA EQUITABLE LIFE INSURANCE COMPANY SEPERATE ACCOUNT 70 525 WASHINGTON BLVD 35 FL, JERSEY CITY NJ 07310-1606 | | II | | | 312,689.779 | | | | 10.56% | | | QS Variable Conservative Growth | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | N/A | | | 2,434,366.102 | | | | 46.27% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | N/A | | | 2,218,932.434 | | | | 42.18% | | VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | | N/A | | | 469,752.102 | | | | 8.93% | | LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK 1300 S CLINTON ST FORT WAYNE IN 46802-3506 | | II | | | 73,061.576 | | | | 9.96% | | THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 1300 S CLINTON ST FORT WAYNE IN 46802-3506 | | II | | | 660,652.702 | | | | 90.04% | | | QS Variable Growth | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | N/A | | | 1,238,709.647 | | | | 18.30% | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | N/A | | | 5,099,137.212 | | | | 75.32% | | VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | | N/A | | | 344,540.997 | | | | 5.09% | | | QS Variable Moderate Growth | | METLIFE INSURANCE CO USA 1 FINANCIAL CTR FL 20, BOSTON MA 02111-2694 | | N/A | | | 1,869,321.949 | | | | 80.12% | | VENERABLE INSURANCE AND ANNUITY COMPANY 1475 DUNWOODY DR, WEST CHESTER PA 19380-1478 | | N/A | | | 403,710.953 | | | | 17.30% | | | Legg Mason/QS Aggressive Model Portfolio | | N/A | | | Legg Mason/QS Conservative Model Portfolio | | N/A | | | Legg Mason/QS Moderately Aggressive Model Portfolio | | N/A | |
H-25
| | | | | | | Name and Address | | Class | | Shares Held | | Percent of Class | | LEGG MASON PARTNERS VARIABLE EQUITY TRUST (continued) | | Legg Mason/QS Moderately Conservative Model Portfolio | N/A | | Legg Mason/QS Moderate Model Portfolio | N/A | | ACTIVESHARES ETF TRUST | | ClearBridge Focus Value ETF | N/A |
H-26
AppendixI-1 Comparison of Current Management Agreement and New Management Agreement1 FOR ALL FUNDS OTHER THAN CLEARBRIDGE FOCUS VALUE ETF | | | Investment Management Services | | Investment Management Services | | | The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information [, and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staff no-action letters applicable to the Fund]2. The Manager shall determine from time to time what securities and other investments will be purchased [(including, as permitted in accordance with this paragraph, swap agreements, options and futures)]3, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions [(including the execution of investment documentation)]4, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of [the Fund and any exemptive orders and SEC staff | | Same |
1 There may be minor, non-substantive variations among the agreements for certain Funds. 2 Bracketed text included for Legg Mason ETF Investment Trust funds. 3 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund, QS US Large Cap Equity Fund and the Legg Mason ETF Investment Trust funds. 4 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund. I-1-1
| | | no-action letters applicable to]5 the Fund [and any executive order issued to, and relied upon by, the Manager and the Trust]6 referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund [and anysub-custodian or prime broker]7 as to deliveries of securities and other investments and payments of cash [in respect of transactions or cash margin calls]8 for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies [and may also include, from time to time, the investment of some of the Fund’s assets directly in securities or other instruments]9. | | | | | | Brokerage Transactions | | Brokerage Transactions | | | The Manager will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. 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 the Fund which is in excess of the amount of commission 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 in terms of either that particular transaction or the overall | | Same |
5 Bracketed text included for Legg Mason ETF Investment Trust funds. 6 Bracketed text included for Legg Mason/QS Aggressive Model Portfolio, Legg Mason/QS Moderately Aggressive Model Portfolio, Legg Mason/QS Moderate Model Portfolio, Legg Mason/QS Moderately Conservative Model Portfolio and Legg Mason/QS Conservative Model Portfolio (collectively, the “Model Portfolios”), and Legg Mason Adaptive Growth Fund, Legg Mason Defensive Fund, Legg Mason High Growth Fund, Legg Mason Income Fund and Legg Mason Low Volatility Fund (collectively, the “Solution Series Funds”). 7 Bracketed text included for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 8 Bracketed text included for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 9 Bracketed text included for ClearBridge International Small Cap Fund and ClearBridge Mid Cap Growth Fund. I-1-2
| | | responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | | | | | | Additional Services | | Additional Services | | | The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall 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 Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | | Same | | | | Authority to Execute Documents | | Authority to Execute Documents | | | The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.10 | | Same | | | | Administrative and Management Services | | Administrative and Management Services | | | Subject to the direction and control of the Board, the Manager 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, 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 | | Same |
10 Text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund. I-1-3
| | | shareholders, (iv) maintaining the Fund’s existence, and (v) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. [The Manager will act as the Fund’s liaison with subadministrators, custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as may reasonably be requested by the Trustees.]11 Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. | | | | | | Information to Be Provided by the Fund | | Information to Be Provided by the Fund | | | The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. | | Same | | | | Information to Be Provided by the Manager | | Information to Be Provided by the Manager | | | The Manager, 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 the Manager. | | Same | | | | Transactions with Affiliates | | Transactions with Affiliates | | | The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act andRule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). | | Same |
11 Bracketed text included for Legg Mason ETF Investment Trust funds. I-1-4
| | | Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act [or by any exemptive orders or SEC staff no-action letters applicable to the Fund]12 and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers. | | | | | | Delegation of Duties | | Delegation of Duties | | | Subject to the Board’s approval, [the Manager or the Fund] [at the expense of the Manager and to the extent permitted by any exemptive orders or SEC staff no-action letters applicable to the Fund, the Manager or the Fund]13 may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act[, as may be modified by any exemptive order issued to, and relied upon by, the Manager and the Trust, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law. The Manager may obtain and rely on information, analysis and input from one or more investment subadvisers in selecting, supervising and overseeing | | Same |
12 Bracketed text included for Legg Mason ETF Investment Trust funds. 13 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds. I-1-5
| | | investment subadvisers for the Fund, including as to allocations andre-allocations of assets to subadvisers from time to time]14. | | | | | | Expenses | | Expenses | | | The Manager, at its expense, shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. [The Manager shall arrange for the following persons to provide services to the Fund, as may be required: (i) subject to the approval of the Board of Trustees, a custodian or custodians for the Fund to provide for the safekeeping of the Fund’s assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Fund; (iii) subject to the approval of the Board of Trustees, a transfer agent and registrar for the Fund; (iv) subject to the approval of the Board of Trustees, a securities lending agent for the Fund; (v) a dividend disbursing agent for the Fund; (vi) a depository; (vii) an accounting services provider; and (viii) an indicative optimized portfolio value calculation agent. The Trust may be a party to any agreement with any of the persons referred to in this Section 5. For any agreement to which the Trust is party, the agreement will be separately considered and approved by the Board of Trustees in accordance with all applicable requirements of the 1940 Act and the rules thereunder. For the avoidance of doubt, the service providers described in this Section 5 shall not be delegates of the Manager.]15 The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent | | Same |
14 Bracketed text included for the Model Portfolios and the Solution Series Funds. 15 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds. I-1-6
| | | pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. [The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Trust and/or the Fund under this Section. In addition, the Manager shall bear all operating fees and expenses of the Fund (as may be required), other than the following fees and expenses, which shall be borne by the Trust and/or Fund: (i) Custody holdings and transfer agent charges; (ii) Interest expenses on borrowings; (iii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in FormN-1A as promulgated by the SEC) and dividend expenses on short sales; (iv) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees, if any, levied against the Trust or the Fund; | | |
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| | | (v) Expenses incurred pursuant to a Rule12b-1 distribution plan or related agreement, including distribution fees; (vi) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; (vii) Recordkeeping expenses; and (viii) The management fee payable to the Manager under the Agreement. The payment or assumption by the Manager of any expense of the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense of the Fund on any subsequent occasion.]15 [The Manager shall bear all fees and expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Fund or the Trust under Section 6(c) of this Agreement. In addition, the Manager shall bear the following fees and expenses of the Trust and/or the Fund (as may be required), other than those expenses under Section 6(c)(v) of this Agreement: (i) Expenses of the Fund’s subadviser, sub-subadvisers, subadministrator, transfer agent, registrar, distributor, depository, dividend disbursing agent, securities lending agent, an index calculation, maintenance and dissemination agent, custodial services (including any recordkeeping services provided by the custodian), accounting services provider, and indicative optimized portfolio value calculation agent; (ii) Expenses of obtaining quotations for calculating the value of the Fund’s net assets and expenses relating to the computation of the Fund’s net asset value; (iii) Expenses of maintaining the Fund’s tax records; (iv) Recordkeeping fees and expenses for shareholder accounts; (v) Costs and/or fees, including legal fees, incident to meetings of the Fund’s shareholders, the preparation, | | |
15 Bracketed text included for the Model Portfolios and the Solution Series Funds. I-1-8
| | | printing and distribution of Fund product descriptions (unless such expenses are paid for pursuant to a Rule 12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Fund to its shareholders and other related communications of the Fund to its shareholders (other than those that are expenses pursuant to Section 6(c)(v)), the expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, the filing of reports with regulatory bodies, the maintenance of the Fund’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, shares with federal and state securities authorities; (vi) Any licensing fees necessary for the operation of the Trust and the Fund; (vii) Any costs related to the use of any index for which an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the Trust or a Fund, of the Adviser, any sub-adviser, the distributor or promoter of a Fund serves as index provider, as such may be required by the 1940 Act or any exemptive relief relied upon under the 1940 Act; (vii) The Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Maryland statutory trust registered as an open-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of any Fund on a securities exchange; (viii) Costs of printing certificates (if any) representing shares of the Fund; (ix) The Fund’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (x) Association membership dues; (xi) Pro rata organizational and offering expenses of the Trust and the Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles; (_) The Trust and/or the Fund shall bear the following expenses: (i) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and | | |
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| | | governmental fees, if any, levied against the Trust or the Fund; (ii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in Form N-lA as promulgated by the Securities and Exchange Commission) and expenses relating to creation and redemption transactions; (iii) Costs, including the interest expenses and any loan commitment fees, of borrowing money; (iv) Expenses incurred pursuant to a Rule 12b-1 distribution plan or related agreement, including distribution fees; (v) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vi) The management fee payable to the Manager under the Agreement. The payment or assumption by the Manager of any expense of the Trust or the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense of the Trust or the Fund on any subsequent occasion.]16 | | | | | | Recordkeeping Obligations The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained byRule 31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | | Recordkeeping Obligations Same |
16 Bracketed text is used in lieu of the bracketed text that precedes it for Legg Mason ETF Investment Trust funds. I-1-10
| | | Board Members and Officers The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff. | | Board Members and Officers Same | | | | Fees As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business | | Fees Same |
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| | | of the New York Stock Exchange, or such other time as may be determined by the Board.17 | | | | | | Limitation of Liability of Manager The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this provision, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates. | | Limitation of Liability of Manager Same | | | | Other Activities Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | | Other Activities Same | | | | Allocation of Investment Opportunities If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time. | | Allocation of Investment Opportunities Same |
17 For ClearBridge Large Cap Value Fund, the Fund pays the Manager a fee consisting of a base fee plus a performance adjustment on a quarterly basis. I-1-12
| | | Certain Defined Terms For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | | Certain Defined Terms Same | | | | Term of Agreement This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and by the shareholders of the Fund]18 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until [date]. Thereafter, if not terminated, this 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]19. | | Term of Agreement Same | | | | Termination This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager. | | Termination Same |
18 Bracketed text is used in New Management Agreements for the Model Portfolios and the Solution Series Funds. 19 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Model Portfolios, the Solution Series Funds and Legg Mason ETF Investment Trust Funds. I-1-13
| | | Limitation of Recourse The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. | | Limitation of Recourse Same | | | | Amendments; Entire Agreement; Severability No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved[, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]20. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]21 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and permitted assigns]22. | | Amendments; Entire Agreement; Severability Same | | | | No Third-Party Beneficiaries [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer | | No Third-Party Beneficiaries Same |
20 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Model Portfolios and the Solution Series Funds. 21 Bracketed text is used in New Management Agreements for the Model Portfolios and the Solution Series Funds and Legg Mason ETF Investment Trust Funds. 22 Bracketed text is used in New Management Agreements for the Model Portfolios and the Solution Series Funds and Legg Mason ETF Investment Trust Funds. F-14
| | | any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.]23 | | | | | | Governing Law; Jurisdiction This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.]24 | | Governing Law; Jurisdiction Same | | | | Force Majeure Subject to the proviso above, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]25 | | Force Majeure Same |
23 Bracketed text is used in New Management Agreements for the Model Portfolios and the Solution Series Funds and Legg Mason ETF Investment Trust Funds. . 24 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and Legg Mason ETF Investment Trust Funds. . 25 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and Legg Mason ETF Investment Trust Funds. . I-1-15
AppendixI-2 Form of New Management Agreement1 FOR ALL FUNDS OTHER THAN CLEARBRIDGE FOCUS VALUE ETF MANAGEMENT AGREEMENT Legg Mason Partners Fund Advisor, LLC
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [January], 2018,[ ], [ ], by and between Legg Mason Partners Equity Trust[Name of Trust] (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).] WHEREAS, the Trust is a Maryland statutory trust[type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); WHEREAS, the Manager is engaged primarily in rendering investment advisory, management and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto and any and all subsidiaries of that series that are currently, or may in the future be, formed for the purpose of investing, reinvesting, holding, owning or trading assets of the Fund (collectively, the(the “Fund”); and WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its Fundsfunds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. 3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager 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 (including the assets of any subsidiary of the Fund)consistent with the Fund’s investment objective,objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information.Information [, and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staff no-action letters applicable to the Fund]2. The Manager shall determine from time to time what securities and other investments will be purchased [(including, as permitted in accordance with this paragraph, swap agreements, options and futures)]3, retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities 1 In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds. 2 Bracketed text included for Legg Mason ETF Investment Trust funds. 3 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund. I-2-1
and other investments in which the Fund invests, and shall implement those decisions [(including the execution of investment documentation)]4, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of [the Fund and any exemptive orders and SEC staff no-action letters applicable to]5 the Fund [and any executive order issued to, and relied upon by, the Manager and the Trust]6 referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund [and anysub-custodian or prime broker]7 as to deliveries of securities and other investments and payments of cash [in respect of transactions or cash margin calls]8 for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies [and may also include, from time to time, the investment of some of the Fund’s assets directly in securities or other instruments]9. The Manager will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. 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 the Fund which is in excess of the amount of commission 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 in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall 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 Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. [The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement.]10 (b) Subject to the direction and control of the Board, the Manager 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, 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 4 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund, QS US Large Cap Equity Fund and the Legg Mason ETF Investment Trust funds. 5 Bracketed text included for Legg Mason ETF Investment Trust funds. 6 Bracketed text included for Legg Mason/QS Aggressive Model Portfolio, Legg Mason/QS Moderately Aggressive Model Portfolio, Legg Mason/QS Moderate Model Portfolio, Legg Mason/QS Moderately Conservative Model Portfolio and Legg Mason/QS Conservative Model Portfolio (collectively, the “Model Portfolios”), and Legg Mason Adaptive Growth Fund, Legg Mason Defensive Fund, Legg Mason High Growth Fund, Legg Mason Income Fund and Legg Mason Low Volatility Fund (collectively, the “Solution Series Funds”). 7 Bracketed text included for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 8 Bracketed text included for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 9 Bracketed text included for ClearBridge International Small Cap Fund and ClearBridge Mid Cap Growth Fund. 10 Bracketed text not included for ClearBridge Dividend Strategy Fund, ClearBridge International Small Cap Fund, ClearBridge Mid Cap Growth Fund and QS US Large Cap Equity Fund. 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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) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. [The Manager will act as the Fund’s liaison with subadministrators, custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as may reasonably be requested by the Trustees.]11. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of the Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. (c) The Fund hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act [or by any exemptive orders or SEC staff no-action letters applicable to the Fund]12 and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers. 4. Subject to the Board’s approval, [the Manager or the Fund] [at the expense of the Manager and to the extent permitted by any exemptive orders or SEC staff no-action letters applicable to the Fund, the Manager or the Fund]13 may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act[, as may be modified by any exemptive order issued to, and relied upon by, the Manager and the Trust, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law. The Manager may obtain and rely on information, analysis and input from one or more investment subadvisers in selecting, supervising and overseeing investment subadvisers for the Fund, including as to allocations andre-allocations of assets to subadvisers from time to time]14. 5. [The Manager shall arrange for the following persons to provide services to the Fund, as may be required: (i) subject to the approval of the Board of Trustees, a custodian or custodians for the Fund to provide for the safekeeping of the Fund’s assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Fund; (iii) subject to the approval of the Board of Trustees, a transfer agent and registrar for the Fund; 11 Bracketed text included for Legg Mason ETF Investment Trust funds. 12 Bracketed text included for Legg Mason ETF Investment Trust funds. 13 Bracketed text is used in lieu of the bracketed text that precedes it in the New Management Agreements for Legg Mason ETF Investment Trust funds. 14 Bracketed text included for the Model Portfolios and the Solution Series Funds. I-2-3
(iv) subject to the approval of the Board of Trustees, a securities lending agent for the Fund; (v) a dividend disbursing agent for the Fund; (vi) a depository; (vii) an accounting services provider; and (viii) an indicative optimized portfolio value calculation agent. The Trust may be a party to any agreement with any of the persons referred to in this Section 5. For any agreement to which the Trust is party, the agreement will be separately considered and approved by the Board of Trustees in accordance with all applicable requirements of the 1940 Act and the rules thereunder. For the avoidance of doubt, the service providers described in this Section 5 shall not be delegates of the Manager.]15 (a) The Manager, 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 the Manager and shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected. (b) The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Manager shall not be responsible for the Fund’s expenses, including, without limitation, advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relating to the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. [The Manager shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Trust and/or the Fund under this Section. In addition, the Manager shall bear] [all operating fees and expenses of the Fund (as may be required), other than the following fees and expenses, which shall be borne by the Trust and/or Fund: (i) Custody holdings and transfer agent charges; (ii) Interest expenses on borrowings; 15 Bracketed text included for Legg Mason ETF Investment Trust funds. I-2-4
(iii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in FormN-1A as promulgated by the SEC) and dividend expenses on short sales; (iv) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees, if any, levied against the Trust or the Fund; (v) Expenses incurred pursuant to a Rule12b-1 distribution plan or related agreement, including distribution fees; (vi) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; (vii) Recordkeeping expenses; and (viii) The management fee payable to the Manager under the Agreement.]16 [the following fees and expenses of the Trust and/or the Fund (as may be required), other than those expenses under Section 6(c)(v) of this Agreement: (i) Expenses of the Fund’s subadviser, sub-subadvisers, subadministrator, transfer agent, registrar, distributor, depository, dividend disbursing agent, securities lending agent, an index calculation, maintenance and dissemination agent, custodial services (including any recordkeeping services provided by the custodian), accounting services provider, and indicative optimized portfolio value calculation agent; (ii) Expenses of obtaining quotations for calculating the value of the Fund’s net assets and expenses relating to the computation of the Fund’s net asset value; (iii) Expenses of maintaining the Fund’s tax records; (iv) Recordkeeping fees and expenses for shareholder accounts; (v) Costs and/or fees, including legal fees, incident to meetings of the Fund’s shareholders, the preparation, printing and distribution of Fund product descriptions (unless such expenses are paid for pursuant to a Rule 12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Fund to its shareholders and other related communications of the Fund to its shareholders (other than those that are expenses pursuant to Section 6(c)(v)), the expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, the filing of reports with regulatory bodies, the maintenance of the Fund’s existence and qualification to do business, and the expenses of issuing, redeeming, registering and qualifying for sale, shares with federal and state securities authorities; (vi) Any licensing fees necessary for the operation of the Trust and the Fund; (vii) Any costs related to the use of any index for which an affiliated person, as defined in Section 2(a)(3) of the 1940 Act, or an affiliated person of an affiliated person, of the Trust or a Fund, of the Adviser, any sub-adviser, the distributor or promoter of a Fund serves as index provider, as such may be required by the 1940 Act or any exemptive relief relied upon under the 1940 Act; 16 Bracketed text is used in lieu of the bracketed text that precedes it for the Model Portfolios and the Solution Series Funds. I-2-5
(vii) The Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Maryland statutory trust registered as an open-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of any Fund on a securities exchange; (viii) Costs of printing certificates (if any) representing shares of the Fund; (ix) The Fund’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; (x) Association membership dues; (xi) Pro rata organizational and offering expenses of the Trust and the Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles; (_) The Trust and/or the Fund shall bear the following expenses: (i) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees, if any, levied against the Trust or the Fund; (ii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in Form N-lA as promulgated by the Securities and Exchange Commission) and expenses relating to creation and redemption transactions; (iii) Costs, including the interest expenses and any loan commitment fees, of borrowing money; (iv) Expenses incurred pursuant to a Rule 12b-1 distribution plan or related agreement, including distribution fees; (v) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vi) The management fee payable to the Manager under the Agreement.]17 [The payment or assumption by the Manager of any expense of the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense of the Fund on any subsequent occasion.]18 6. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff. 7. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth opposite the Fund’s name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager 17 Bracketed text is used in lieu of the bracketed text that precedes it for the Legg Mason ETF Investment Trust funds. 18 Bracketed text included for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. I-2-6
serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.19 8. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 8, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates. 9. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time. 10. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. 11. This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and by the shareholders of the Fund]20 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until [date]. Thereafter, if not terminated, this 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]21. 19 For ClearBridge Large Cap Value Fund, the Fund pays the Manager a fee consisting of a base fee plus a performance adjustment on a quarterly basis. 20 Bracketed text is used in New Management Agreements for the Model Portfolios and the Solution Series Funds. 21 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 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12. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager. 13. The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. 14. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved[, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]22. 15. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]23 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and permitted assigns]24. 16. [This Agreement does not, and is not intended to, 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 and permitted assigns.]25 [17.] This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division.]26 22 Bracketed text is used in lieu of the bracketed text that precedes it in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 23 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 24 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 25 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 26 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. I-2-8
[18. Subject to the proviso of the first sentence of Section 8 of this Agreement, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]27 [signature page to follow] 27 Bracketed text is used in New Management Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. I-2-9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. | | | [NAME OF TRUST] | | | By: | | | Name: | | | Title: | | |
| | | LEGG MASON PARTNERS FUND ADVISOR, LLC | | | By: | | | Name: | | | Title: | | |
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Schedule A [Name of Fund] Date: [Date] Fee: [Description of fee] I-2-11
AppendixI-3 Comparison of Current Management Agreement and New Management Agreement CLEARBRIDGE FOCUS VALUE ETF | | | Investment Management Services | | Investment Management Services | | | The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund. The Manager shall determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the SEC and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund and any exemptive orders and SEC staffno-action letters applicable to the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund and anysub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of transactions or cash margin calls | | Same |
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| | | for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. | | | | | | | | Brokerage Transactions | | Brokerage Transactions | | | The Manager will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. 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 the Fund which is in excess of the amount of commission 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 in terms of either that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | | Same | | | | | | Additional Services | | Additional Services | | | The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall 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 Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | | Same |
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| | | Authority to Execute Documents | | Authority to Execute Documents | | | The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement. | | Same | | | | | | Administrative and Management Services | | Administrative and Management Services | | | Subject to the direction and control of the Board, the Manager 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, 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) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. The Manager will act as the Fund’s liaison with subadministrators, custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as may reasonably be requested by the Trustees. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of any Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. | | Same |
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| | | The Manager shall arrange for the following persons to provide services to the Fund, as may be required: (i) subject to the approval of the Board of Trustees, a custodian or custodians for the Fund to provide for the safekeeping of the Fund’s assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Fund; (iii) subject to the approval of the Board of Trustees, a transfer agent and registrar for the Fund; (iv) subject to the approval of the Board of Trustees, a securities lending agent for the Fund; (v) a dividend disbursing agent for the Fund; (vi) a depository; (vii) an accounting services provider; and (viii) a verified intraday indicative value calculation agent. The Trust may be a party to any agreement with any of the persons referred to in this section. For any agreement to which the Trust is party, the agreement will be separately considered and approved by the Board of Trustees in accordance with all applicable requirements of the 1940 Act and the rules thereunder. For the avoidance of doubt, the service providers described in this section shall not be delegates of the Manager. | | | | | | | | Information to Be Provided by the Fund | | Information to Be Provided by the Fund | | | The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. | | Same | | | | | | Information to Be Provided by the Manager | | Information to Be Provided by the Manager | | | The Manager, 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 the Manager. | | Same | | | | | | Transactions with Affiliates | | Transactions with Affiliates | | | The Fund has authorized any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act andRule 11a2-2(T) thereunder, and the Fund has consented to the retention of compensation for such transactions in accordance withRule 11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees | | Same |
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| | | that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act or by any exemptive orders or SEC staffno-action letters applicable to the Fund and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers. | | | | | | | | Delegation of Duties | | Delegation of Duties | | | Subject to the Board’s approval, at the expense of the Manager and to the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund, the Manager or the Fund may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. | | Same | | | | | | Expenses | | Expenses | | | The Manager, at its expense, shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. The Manager shall bear all fees and expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Fund or the Trust under this | | Same |
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| | | Agreement. In addition, the Manager shall bear the following fees and expenses of the Trust and/or the Fund (as may be required), other than those expenses under this Agreement: (i) Expenses of the Fund’s subadviser, subadministrator, transfer agent, registrar, distributor, depository, dividend disbursing agent, securities lending agent, custodial services (including any recordkeeping services provided by the custodian), accounting services provider and verified intraday indicative value calculation agent; (ii) Expenses of obtaining quotations for calculating the value of the Fund’s net assets and expenses relating to the computation of the Fund’s net asset value; (iii) Expenses of maintaining the Fund’s tax records; (iv) Recordkeeping fees and expenses for shareholder accounts; (v) Costs and/or fees, including legal fees, incident to meetings of the Fund’s shareholders, the preparation, printing and distribution of Fund product descriptions (unless such expenses are paid for pursuant to aRule 12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Fund to its shareholders and other related communications of the Fund to its shareholders (other than those that are expenses pursuant to Section 6(c)(v)), the expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, the filing of reports with regulatory bodies, the maintenance of the Fund’s existence and qualification to do business, and the expenses of issuing redeeming, registering and qualifying for sale, shares with federal and state securities authorities; (vi) Any licensing fees necessary for the operation of the Trust or the Fund; (vii) The Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of business for a Maryland statutory trust registered as anopen-end management investment company or fees that arise in the ordinary course of business in connection with listing Shares of the Fund on a securities exchange; (viii) The Fund’s pro rata portion of the fidelity bond required by Section 17(g) of the 1940 Act, or other insurance premiums; | | |
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| | | (ix) Association membership dues; (x) Pro rata organizational and offering expenses of the Trust and the Fund, and any other expenses which are capitalized in accordance with generally accepted accounting principles; The Trust and/or the Fund shall bear the following expenses: (i) Taxes (including, but not limited to, income, excise, transfer and withholding taxes) and governmental fees, if any, levied against the Trust or the Fund; (ii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in FormN-1A as promulgated by the SEC) and expenses relating to creation and redemption transactions; (iii) Costs, including the interest expenses and any loan commitment fees, of borrowing money; (iv) Expenses incurred pursuant to a Rule12b-1 distribution plan or related agreement, including distribution fees; (v) Extraordinary expenses, including extraordinary legal expenses, as may arise including expenses incurred in connection with litigation, proceedings, other claims and the legal obligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vi) The management fee payable to the Manager under this Agreement. The payment or assumption by the Manager of any expense of the Trust or the Fund that the Manager is not required by this Agreement to pay or assume shall not obligate the Manager to pay or assume the same or any similar expense of the Trust or the Fund on any subsequent occasion. | | | | | | | | Recordkeeping Obligations | | Recordkeeping Obligations | | | The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly | | Same |
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| | | to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | | | | | | | | Board Members and Officers | | Board Members and Officers | | | The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he or she is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff. | | Same | | | | | | Fees | | Fees | | | As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth below the Fund’s name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that | | Same |
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| | | period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board | | | | | | | | Limitation of Liability of Manager | | Limitation of Liability of Manager | | | The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this section, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates. | | Same | | | | | | Other Activities | | Other Activities | | | Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | | Same | | | | | | Allocation of Investment Opportunities | | Allocation of Investment Opportunities | | | If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or | | Same |
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| | | about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time. | | | | | | | | Certain Defined Terms | | Certain Defined Terms | | | For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | | Same | | | | | | Term of Agreement | | Term of Agreement | | | This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually in the manner required by the 1940 Act. | | Same | | | | | | Termination | | Termination | | | This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager. | | Same |
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| | | Limitation of Recourse | | Limitation of Recourse | | | The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. | | Same | | | | | | Amendments; Entire Agreement; Severability | | Amendments; Entire Agreement; Severability | | | No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved in the manner required by the 1940 Act. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement is intended to conflict with any applicable law. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. | | Same | | | | | | No Third-Party Beneficiaries | | No Third-Party Beneficiaries | | | This Agreement does not, and is not intended to, 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 and permitted assigns. | | Same | | | | | | Governing Law; Jurisdiction | | Governing Law; Jurisdiction | | | This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflict of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the U.S. District Court for the Southern District of New York, | | Same |
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| | | 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division. | | | | | | | | Force Majeure | | Force Majeure | | | Subject to the proviso above, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryptions systems, security devices, or power supply. | | Same |
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AppendixI-4 Form of New Management Agreement CLEARBRIDGE FOCUS VALUE ETF --- MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between ActiveShares ETF Trust, a Maryland statutory trust (the “Trust”), and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”). WHEREAS, the Trust is a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); WHEREAS, the Manager is engaged primarily in rendering investment advisory, management and administrative services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”); and WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. The Trust hereby appoints the Manager to act as investment adviser and administrator of the Fund for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. The Fund shall at all times keep the Manager fully informed with regard to the securities owned by it, its funds available, or to become available, for investment, and generally as to the condition of its affairs. It shall furnish the Manager with such other documents and information with regard to its affairs as the Manager may from time to time reasonably request. 3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”), the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information, and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund. The Manager shall determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the assets of the Fund’s portfolio will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions, all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”)SEC and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objective,objectives, policies and restrictions of the Fund and any exemptive orders and SEC staffno-action letters applicable to the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodian of the Fund and anysub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of transactions I-4-1
or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act and direction from the Board, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies and may also include, from time to time, the investment of some of the Fund’s assets directly in securities or other instruments.companies. The Manager will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Manager or its affiliates exercise investment discretion. 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 the Fund which is in excess of the amount of commission 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 in terms of either that particular transaction or the overall responsibilities that the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall 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 Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Manager believes are appropriate or desirable in performing its duties under this Agreement. (b) Subject to the direction and control of the Board, the Manager 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, 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, Fundfund 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) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state laws. The Manager will act as the Fund’s liaison with subadministrators, custodians, depositories, transfer agents, pricing agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons as may reasonably be requested by the Trustees. Notwithstanding the foregoing, the Manager shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of the shares of any Fund, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, Fundfund accounting agent, custodian, shareholder servicing agent or other agent, in each case employed by the Fund to perform such functions. (c) The Fund hereby authorizeshas authorized any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consentshas consented to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Manager or its affiliates is participating, or arrange for purchases and sales of securities I-4-2
between the Fund and another account advised by the Manager or its affiliates, except in each case as permitted by the 1940 Act or by any exemptive orders or SEC staffno-action letters applicable to the Fund and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Manager and its directors and officers. 4. Subject to the Board’s approval, at the expense of the Manager and to the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund, the Manager or the Fund may enter into contracts with one or more investment subadvisers or subadministrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or subadministrators any or all its duties specified hereunder, on such terms as the Manager will determine to be necessary, desirable or appropriate, provided that in each case the Manager shall supervise the activities of each such subadviser or subadministrator and further provided that such contracts impose on any investment subadviser or subadministrator bound thereby all the conditions to which the Manager is subject hereunder and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. 5. The Manager shall arrange for the following persons to provide services to the Fund, as may be required: (i) subject to the approval of the Board of Trustees, a custodian or custodians for the Fund to provide for the safekeeping of the Fund’s assets; (ii) a recordkeeping agent to maintain the portfolio accounting records for the Fund; (iii) subject to the approval of the Board of Trustees, a transfer agent and registrar for the Fund; (iv) subject to the approval of the Board of Trustees, a securities lending agent for the Fund; (v) a dividend disbursing agent for the Fund; (vi) a depository; (vii) an accounting services provider; and (viii) a verified intraday indicative value calculation agent. The Trust may be a party to any agreement with any of the persons referred to in this Section 5. For any agreement to which the Trust is party, the agreement will be separately considered and approved by the Board of Trustees in accordance with all applicable requirements of the 1940 Act and the rules thereunder. For the avoidance of doubt, the service providers described in this Section 5 shall not be delegates of the Manager. 6. (a) The Manager, 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 the Manager and shall furnish the Fund with office facilities, including space, furniture and equipment and all personnel reasonably necessary for the operation of the Fund. The Manager shall oversee the maintenance of all books and records with respect to the Fund’s securities transactions and the keeping of the Fund’s books of account in accordance with all applicable federal and state laws and regulations. In compliance with the requirements of Rule31a-3 under the 1940 Act, the Manager hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Manager further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. The Manager shall authorize and permit any of its directors, officers and employees, who may be elected as Board members or officers of the Fund, to serve in the capacities in which they are elected. (b) The Manager shall bear all fees and expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement, except such expenses that are assumed by the Fund or the Trust under Section 6(c) of this Agreement. Other than as herein specifically indicated,In addition, the Manager shall not be responsible forbear the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organizational costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith;following fees and expenses of custodians,the Trust and/or the Fund (as may be required), other than those expenses under Section 6(c)(v) of this Agreement: (i) Expenses of the Fund’s subadviser, subadministrator, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees;agent, registrar, distributor, depository, dividend disbursing agent, securities lending agent, custodial services (including any recordkeeping services provided by the custodian), accounting services provider and verified intraday indicative value calculation agent; (ii) Expenses of obtaining quotations for calculating the value of the Fund’s net assets and expenses relating to the issuing and redemption or repurchasecomputation of the Fund’s shares and servicing shareholder accounts; expensesnet asset value; (iii) Expenses of registering and qualifyingmaintaining the Fund’s sharestax records; I-4-3
(iv) Recordkeeping fees and expenses for sale under applicable federalshareholder accounts; (v) Costs and/or fees, including legal fees, incident to meetings of the Fund’s shareholders, the preparation, printing and state law;distribution of Fund product descriptions (unless such expenses are paid for pursuant to a Rule12b-1 distribution plan or related agreement), notices and proxy statements and reports of the Fund to its shareholders and other related communications of the Fund to its shareholders (other than those that are expenses pursuant to Section 6(c)(v)), the expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, the filing of reports proxy statements, notices and dividends towith regulatory bodies, the maintenance of the Fund’s shareholders; costsexistence and qualification to do business, and the expenses of stationery; website costs; costs of meetingsissuing redeeming, registering and qualifying for sale, shares with federal and state securities authorities; (vi) Any licensing fees necessary for the operation of the BoardTrust or any committee thereof, meetingsthe Fund; (vii) The Fund’s ordinary legal fees, including the legal fees that arise in the ordinary course of shareholders and other meetingsbusiness for a Maryland statutory trust registered as anopen-end management investment company or fees that arise in the ordinary course of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employeesbusiness in connection with listing Shares of the Fund if any; and theon a securities exchange; (viii) The Fund’s pro rata portion of premiums on anythe fidelity bond andrequired by Section 17(g) of the 1940 Act, or other insurance coveringpremiums; (ix) Association membership dues; (x) Pro rata organizational and offering expenses of the Trust and the Fund, and its officers, Board membersany other expenses which are capitalized in accordance with generally accepted accounting principles; (c) The Trust and/or the Fund shall bear the following expenses: (i) Taxes (including, but not limited to, income, excise, transfer and employees; litigationwithholding taxes) and governmental fees, if any, levied against the Trust or the Fund; (ii) Brokerage fees, commissions and other portfolio transaction expenses incurred for the Fund, including, without limitation, Acquired Fund Fees and Expenses (as such term is defined in FormN-1A as promulgated by the SEC) and expenses relating to creation and redemption transactions; (iii) Costs, including the interest expenses and any loan commitment fees, of borrowing money; (iv) Expenses incurred pursuant to a Rulenon-recurring12b-1 distribution plan or related agreement, including distribution fees; (v) Extraordinary expenses, including extraordinary legal expenses, as may arise including without limitation, those relating to actions, suits orexpenses incurred in connection with litigation, proceedings, to which the Fund is a partyother claims and the legal obligation whichobligations of the Trust to indemnify its trustees, officers, employees, shareholders, distributors, and agents with respect thereto; and (vi) The management fee payable to the Manager under this Agreement. The payment or assumption by the Manager of any expense of the Trust or the Fund may havethat the Manager is not required by this Agreement to indemnifypay or assume shall not obligate the Fund’s Board members and officers with respect thereto.Manager to pay or assume the same or any similar expense of the Trust or the Fund on any subsequent occasion. 6.7. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he or she is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.
7.8. As compensation for the services performed and the facilities furnished and expenses assumed by the Manager, including the services of any consultants retained by the Manager, the Fund shall pay the Manager, as
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promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth oppositebelow the Fund’s name on Schedule A annexed hereto, provided however, that if the Fund invests all or substantially all of its assets in another registered investment company for which the Manager or an affiliate of the Manager serves as investment adviser or investment manager, the annual fee computed as set forth on such Schedule A shall be reduced by the aggregate management fees allocated to that Fund for the Fund’s then-current fiscal year from such other registered investment company. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Manager for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. 8.9. The Manager assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Manager against any liability to the Fund to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 8,9, the term “Manager” shall include any affiliates of the Manager performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Manager and such affiliates.
9.10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Manager who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Manager to engage in any other business or to render services of any kind, including investment advisory and management services, to any other Fund,fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Manager is considered at or about the
same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Manager. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Manager’s policies and procedures as presented to the Board from time to time. 10.11. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.
11.12. This Agreement will become effective with respect to the Fund on the date set forth oppositebelow the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Trust’s Board and by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until , 2020.through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i)in the manner required 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.1940 Act.
12.13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager.
13.
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14. The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually. 15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement shall be effective until approved in the manner required by the 1940 Act. 16. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement is intended to conflict with any applicable law. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. 17. This Agreement does not, and is not intended to, 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 and permitted assigns. 18. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflict of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division. 19. Subject to the proviso of the first sentence of Section 9 of this Agreement, the Manager shall not be liable for any losses caused directly or indirectly by circumstances beyond the Manager’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Manager to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryptions systems, security devices, or power supply. [signature page to follow] I-4-6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized. | | | ACTIVESHARES ETF TRUST | | | By: | | | | | Name: | | | Title: | | |
| | | LEGG MASON PARTNERS FUND ADVISOR, LLC | | | By: | | | | | Name: | | | Title: | | |
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Schedule A ClearBridge Focus Value ETF Fee: 0.49% of average daily net assets I-4-8
AppendixJ-1 Comparison of Current Subadvisory Agreement and New Subadvisory Agreement1 FOR ALL FUNDS OTHER THAN CLEARBRIDGE FOCUS VALUE ETF | | | Investment Advisory Services | | Investment Advisory Services | | | In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as [Subadviser][a subadviser]2 with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and [the Manager]3, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information [and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund]4. [With respect to all or any portion of the Allocated Assets, as provided from time to time by written notice to the Subadviser, the services provided hereunder shall consist of or include monitoring the investment services provided by one or more other subadvisers, and providing information, analysis and input to the Manager with respect to the allocations andre-allocations of assets to subadvisers from time to time.]5The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), | | Same |
1 There may be minor,non-substantive variations among the agreements for certain Funds. 2 For agreements between two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it. 3 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. 4 Bracketed text included for Legg Mason ETF Investment Trust funds. 5 Bracketed text included for Legg Mason/QS Aggressive Model Portfolio, Legg Mason/QS Moderately Aggressive Model Portfolio, Legg Mason/QS Moderate Model Portfolio, Legg Mason/QS Moderately Conservative Model Portfolio and Legg Mason/QS Conservative Model Portfolio (collectively, the “Model Portfolios”), and Legg Mason Adaptive Growth Fund, Legg Mason Defensive Fund, Legg Mason High Growth Fund, Legg Mason Income Fund and Legg Mason Low Volatility Fund (collectively, the “Solution Series Funds”). J-1-1
| | | retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions(including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund [and any exemptive orders and SEC staffno-action letters applicable to the Fund]6 referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund [and anysub-custodian or prime broker]7 as to deliveries of securities and other investments and payments of cash [in respect of securities transactions or cash margin calls]8for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. [The Manager may from time to time by written notice to the Subadviser limit the services to be provided, and/or the authority to be exercised, by the Subadviser hereunder as provided in such notice.]9 | | | | | | | | Brokerage Transactions | | Brokerage Transactions | | | The Subadviser will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, | | Same |
6 Bracketed text included for Legg Mason ETF Investment Trust funds. 7 Bracketed text included for Legg Mason ETF Investment Trust funds and the Solution Series Funds. 8 Bracketed text included for Legg Mason ETF Investment Trust funds and the Solution Series Funds.. 9 Bracketed text included for the Model Portfolios and the Solution Series Funds. J-1-2
| | | as amended (the “Exchange Act”)) to the Fund and/or Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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 in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | | | | | | | | Additional Services | | Additional Services | | | The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | | Same | | | | Authority to Execute Documents | | Authority to Execute Documents | | | The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. | | Same | | | | | | Information to Be Provided by the Manager | | Information to Be Provided by the Manager | | | The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other | | Same |
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| | | documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. | | | | | | | | Information to Be Provided by the Subadviser | | Information to Be Provided by the Subadviser | | | The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager10with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder. | | Same | | | | Transactions with Affiliates | | Transactions with Affiliates | | | The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act [or by any exemptive orders or SEC staffno-action letters applicable to the Fund]11and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. [The Manager may from time to time by written notice to the Subadviser limit the services to be provided, and/or the authority to be exercised, by the Subadviser hereunder as provided in such notice.]12 | | Same |
10 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. 11 Bracketed text included for Legg Mason ETF Investment Trust funds. 12 Bracketed text included for the Solution Series Funds. J-1-4
| | | Delegation of Duties | | Delegation of Duties | | | [To the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund,]13The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act. | | Same | | | | | | Expenses | | Expenses | | | The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; [FormCPO-PQR filings that relate to the Fund;]14fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; [expenses relating to share certificates;] expenses relating to [creation and redemption transactions and]15 the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s | | Same |
13 Bracketed text included for Legg Mason ETF Investment Trust funds. 14 Bracketed text included for Legg Mason ETF Investment Trust funds. 15 Bracketed text included for Legg Mason ETF Investment Trust funds. J-1-5
| | | shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. | | | | | | | | Recordkeeping Obligations | | Recordkeeping Obligations | | | The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | | Same | | | | | | Board Members and Officers | | Board Members and Officers | | | No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff. | | Same | | | | | | Fees | | Fees | | | As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the | | Same |
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| | | Subadviser [out of the management fee it receives with respect to the Fund, and only to the extent thereof]16, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. | | | | | | | | Limitation of Liability of Subadviser | | Limitation of Liability of Subadviser | | | The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager17 or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this provision, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates. | | Same |
16 Bracketed text not included for QS Global Dividend Fund, QS Legg Mason Dynamic Multi-Strategy VIT Portfolio, ClearBridge Sustainability Leaders Fund, ClearBridge Select Fund, the Model Portfolios, the Solution Series Funds and Legg Mason ETF Investment Trust funds. 17 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. J-1-7
| | | Other Activities | | Other Activities | | | Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | | Same | | | | | | Allocation of Investment Opportunities | | Allocation of Investment Opportunities | | | If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. | | Same | | | | | | Certain Defined Terms | | Certain Defined Terms | | | For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | | Same | | | | | | Term of Agreement | | Term of Agreement | | | This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and, if so required by the 1940 Act, by shareholders of the Fund]18in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided | | Same |
18 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. J-1-8
| | | herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]19. | | | | | | | | Termination | | Termination | | | This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser. | | Same | | | | | | Limitation of Recourse | | Limitation of Recourse | | | The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. | | Same | | | | | | Amendments; Entire Agreement; Severability | | Amendments; Entire Agreement; Severability | | | No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved [, if so required by the 1940 Act, by vote of the holders | | Same |
19 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds, and the Legg Mason ETF Investment Trust funds. J-1-9
| | | of a majority of the Fund’s outstanding voting securities][in the manner required by the 1940 Act]20. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]21Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors [and assigns]22. | | | | | | | | No Third-Party Beneficiaries | | No Third-Party Beneficiaries | | | [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns.]23 | | Same | | | | | | Governing Law; Jurisdiction | | Governing Law; Jurisdiction | | | This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the | | Same |
20 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 21 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 22 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 23 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. J-1-10
| | | Supreme Court of the State of New York, application shall be submitted to the Commercial Division]24. | | | | | | | | Force Majeure | | Force Majeure | | | Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]25 | | Same |
24 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 25 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. J-1-11
AppendixJ-2 Form of New Subadvisory Agreement1 FOR ALL FUNDS OTHER THAN CLEARBRIDGE FOCUS VALUE ETF --- SUBADVISORY AGREEMENT This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Manager]2, and [Name of Subadviser]3, a [type of entity] (the “Subadviser”). WHEREAS, the Manager has been retained by [Name of Trust] (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust; and WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto (the “Fund”) and Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth; [WHEREAS, the Subadviser has been retained by [Name of Manager]to provide investment advisory, management, and administrative services to [Name of Trust] (the “Trust”), a [type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to the series of the Trust designated in Schedule A Annexed hereto (the “Fund”); and WHEREAS, the Subadviser wishes to engage [name ofSub-subadviser] to provide certain investment advisory services to the Fund, and [name ofSub-subadviser] is willing to furnish such services on the terms and conditions hereinafter set forth;]4 NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as [Subadviser][a subadviser]5 with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. 3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and [the Manager]6, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated 1 In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds. 2 For agreements between two Subadvisers, references to the Manager are replaced by references to the hiring Subadviser that has engaged the other Subadviser, unless otherwise noted. 3 For agreements between two Subadvisers, references to the Subadviser are replaced by references to the Subadviser being engaged, unless otherwise noted. 4 For agreements between two Subadvisers, the Bracketed text is used in lieu of the two preceding clauses. 5 For agreements between two Subadvisers, the bracketed text is used in lieu of the bracketed text that precedes it. 6 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. J-2-1
to the Subadviser by the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information [and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund]7. [With respect to all or any portion of the Allocated Assets, as provided from time to time by written notice to the Subadviser, the services provided hereunder shall consist of or include monitoring the investment services provided by one or more other subadvisers, and providing information, analysis and input to the Manager with respect to the allocations andre-allocations of assets to subadvisers from time to time.]8 The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”) and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund [and any exemptive orders and SEC staffno-action letters applicable to the Fund]9 referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund [and anysub-custodian or prime broker]10 as to deliveries of securities and other investments and payments of cash [in respect of securities transactions or cash margin calls]11 for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. The Subadviser will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser 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 in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage 7 Bracketed text included for Legg Mason ETF Investment Trust funds. 8 Bracketed text included for Legg Mason/QS Aggressive Model Portfolio, Legg Mason/QS Moderately Aggressive Model Portfolio, Legg Mason/QS Moderate Model Portfolio, Legg Mason/QS Moderately Conservative Model Portfolio and Legg Mason/QS Conservative Model Portfolio (collectively, the “Model Portfolios”), and Legg Mason Adaptive Growth Fund, Legg Mason Defensive Fund, Legg Mason High Growth Fund, Legg Mason Income Fund and Legg Mason Low Volatility Fund (collectively, the “Solution Series Funds”). 9 Bracketed text included for Legg Mason ETF Investment Trust funds. 10 Bracketed text included for Legg Mason ETF Investment Trust funds and the Solution Series Funds. 11 Bracketed text included for Legg Mason ETF Investment Trust funds and the Solution Series Funds. J-2-2
agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. ( ) The Fund hereby authorizes any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act [or by any exemptive orders or SEC staffno-action letters applicable to the Fund]12 and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. [(c) The Manager may from time to time by written notice to the Subadviser limit the services to be provided, and/or the authority to be exercised, by the Subadviser hereunder as provided in such notice.]13 4. [To the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund,]14The Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with all applicable requirements of the 1940 Act. 5. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. 6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager15 with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder. (b) The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organization costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; [FormCPO-PQR filings that relate to the Fund;]16 fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; legal expenses; loan commitment fees; [expenses relating to share certificates;] expenses relating to 12 Bracketed text included for Legg Mason ETF Investment Trust funds. 13 Bracketed text included for the Solution Series Funds. 14 Bracketed text included for Legg Mason ETF Investment Trust funds. 15 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. 16 Bracketed text included for Legg Mason ETF Investment Trust funds. J-2-3
[creation and redemption transactions and]17 the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. 7. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff. 8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser [out of the management fee it receives with respect to the Fund, and only to the extent thereof,]18 as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. 9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager19 or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates. 10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. If the purchase or sale of securities consistent with the 17 Bracketed text included for Legg Mason ETF Investment Trust funds. 18 Bracketed text not included for QS Global Dividend Fund, QS Legg Mason Dynamic Multi-Strategy VIT Portfolio, ClearBridge Sustainability Leaders Fund, ClearBridge Select Fund, the Model Portfolios, the Solution Series Funds and Legg Mason ETF Investment Trust funds. 19 For agreements between two Subadvisers, reference to the hiring Subadviser is also included. J-2-4
investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. 11. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. 12. This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved [by the Trust’s Board and, if so required by the 1940 Act, by shareholders of the Fund]20 in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval][in the manner required by the 1940 Act]21. 13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser. 14. The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. 15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved [, if so required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities.securities][in the manner required by the 1940 Act]22. 15.16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. [No provision of this Agreement is intended to conflict with any applicable law.]23 Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.successors [and assigns]24.
16.
20 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios and the Solution Series Funds. 21 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 22 Bracketed text is used in lieu of the bracketed text that precedes it in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 23 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 24 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. J-2-5
17. [This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns.]25 [18.] This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.York [without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division]26. [19. Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryption systems, security devices, or power supply.]27 [signature page to follow] 25 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 26 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. 27 Bracketed text is used in New Subadvisory Agreements for the Model Portfolios, the Solution Series Funds and the Legg Mason ETF Investment Trust funds. J-2-6
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Management Agreement to be executed by their officers thereunto duly authorized. | | | LEGG MASON PARTNERS EQUITY TRUST[NAME OF MANAGER]28 | | | By: | | | | | Name: | | | Title: | | | Name: | Title: | | | | LEGG MASON PARTNERS FUND ADVISOR, LLC[NAME OF SUBADVISER] | | | By: | | | | | Name: | | | Title: |
The foregoing is acknowledged: The undersigned officer of the Trust has executed this Agreement not individually but in his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the Fund or otherwise, any obligation to the Subadviser. | | | [NAME OF TRUST] | Name: | | | Title:By: | | | | | Name: | | | Title: |
28 For agreements between two Subadvisers, the parties of the agreement, as noted above, are the two Subadvisers. Schedule
J-2-7
[This annex is applicable only to Subadvisory Agreements with Western Asset Management Company Limited] ANNEX I This Annex I forms a part of the Subadvisory Agreement dated as of [date] by and between Western Asset Management Company, a California corporation, and Western Asset Management Company Limited (“WAML”), an entity authorized and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”). 1. WAML represents, warrants and covenants that it is authorized and regulated by the FCA. 2. WAML has classified the Fund as an Intermediate Customer as defined by the FCA Rules. J-2-8
SCHEDULE A EnTrustPermal Alternative Core Fund[Name of Fund]
Date: January , 2018[Date]
Fee: 0.90%[Description of average daily net assets up to and including $1 billion
0.85% of average daily net assets in excess of $1 billion and up to and including $2 billion
0.80% of average daily net assets in excess of $2 billionfee]
J-2-9
EXHIBIT CAppendixJ-3
FORM OF AMENDED AND RESTATED Comparison of Current Subadvisory Agreement and New Subadvisory Agreement
CLEARBRIDGE FOCUS VALUE ETF | | | Investment Advisory Services | | Investment Advisory Services | | | In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as Subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Manager, the Subadviser shall regularly provide the Fund with respect to such portion of the Fund’s assets as shall be allocated to the Subadviser by the Manager 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 objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the SEC and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objectives, policies and restrictions of the Fund and any exemptive orders and SEC staffno-action letters applicable to the Fund referred to | | Same |
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| | | above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the Allocated Assets to the custodian of the Fund and anysub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies. | | | | | | | | Brokerage Transactions | | Brokerage Transactions | | | The Subadviser will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Subadviser 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 in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. | | Same | | | | | | Additional Services | | Additional Services | | | The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such | | Same |
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| | | direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. | | | | | | | | Authority to Execute Documents | | Authority to Execute Documents | | | The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. | | Same | | | | | | Information to Be Provided by the Manager | | Information to Be Provided by the Manager | | | The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its funds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. | | Same | | | | | | Information to Be Provided by the Subadviser | | Information to Be Provided by the Subadviser | | | The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder. | | Same | | | | | | Transactions with Affiliates | | Transactions with Affiliates | | | The Fund has authorized any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund has consented to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, | | Same |
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| | | or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will it purchase any securities from an underwriting or selling group in which the Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act or by any exemptive orders or SEC staffno-action letters applicable to the Fund and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. | | | | | | | | Delegation of Duties | | Delegation of Duties | | | To the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund, the Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this Agreement and provided further that any such arrangements are entered into in accordance with and meet all applicable requirements of the 1940 Act. | | Same | | | | | | Expenses | | Expenses | | | The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organizational costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s | | Same |
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| | | securities and other investments and any losses in connection therewith; FormCPO-PQR filings that relate to the Fund; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; Fund legal expenses; loan commitment fees; expenses relating to creation and redemption transactions and the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. | | | | | | | | Recordkeeping Obligations | | Recordkeeping Obligations | | | The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. | | Same | | | | | | Board Members and Officers | | Board Members and Officers | | | No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he or she is at | | Same |
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| | | the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff. | | | | | | | | Fees | | Fees | | | As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of | | Same | business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. | | | | | | | | Limitation of Liability of Subadviser | | Limitation of Liability of Subadviser | | | The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of | | Same |
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| | | its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this section, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated hereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates. | | | | | | | | Other Activities | | Other Activities | | | Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. | | Same | | | | | | Allocation of Investment Opportunities | | Allocation of Investment Opportunities | | | If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be | | Same | allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. | | | | | | | | Certain Defined Terms | | Certain Defined Terms | | | For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. | | Same |
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| | | Term of Agreement | | Term of Agreement | | | This Agreement will become effective with respect to the Fund on the date set forth below the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually in the manner required by the 1940 Act. | | Same | | | | | | Termination | | Termination | | | This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser. | | Same | | | | | | Independent Contractor | | Independent Contractor | | | In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed to be an agent of the Fund or the Manager. | | Same | | | | | | Limitation of Recourse | | Limitation of Recourse | | | The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. | | Same |
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| | | Amendments; Entire Agreement; Severability | | Amendments; Entire Agreement; Severability | | | No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved in the manner required by the 1940 Act. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement is intended to conflict with any applicable law. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. | | Same | | | | | | No Third-Party Beneficiaries | | No Third-Party Beneficiaries | | | This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns. | | Same | | | | | | Governing Law; Jurisdiction | | Governing Law; Jurisdiction | | | This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning the this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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 | | Same |
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| | | is an inconvenient forum. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division. | | | | | | | | Force Majeure | | Force Majeure | | | Subject to the proviso above, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryptions systems, security devices, or power supply. | | Same |
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AppendixJ-4 Form of New Subadvisory Agreement CLEARBRIDGE FOCUS VALUE ETF --- SUBADVISORY AGREEMENT BETWEEN LMPFA AND ENTRUSTPERMAL PARTNERS OFFSHORE LP WITH RESPECT TO THE FUND This AMENDED AND RESTATED SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [January], 2018,[ ], [ ], by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and EnTrustPermal Partners Offshore LP,Western Asset Management Company, LLC, a DelawareCalifornia limited partnershipliability company (the “Subadviser”). WHEREAS, the Manager has been retained by Legg Mason Partners EquityActiveShares ETF Trust (the “Trust”), a Maryland statutory trust registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) to provide investment advisory, management, and administrative services to the Trust with respect to certain series of the Trust, whether directly or through the services of one or more subadvisers;Trust; and WHEREAS, the Manager wishes to engage the Subadviser to provide certain investment advisory services to the Trust with respect to the series of the Trust designated in Schedule A annexed hereto and any and all subsidiaries of that series that are currently, or may in the future be, formed for the purpose of investing, reinvesting, holding, owning or trading assets of that series (collectively, the(the “Fund”) and the Subadviser is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows: 1. In accordance with and subject to the Management Agreement between the Trust and the Manager with respect to the Fund (the “Management Agreement”), the Manager hereby appoints the Subadviser to act as Subadviser with respect to the Fund for the period and on the terms set forth in this Agreement. The Subadviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. 2. The Manager shall cause the Subadviser to be kept fully informed at all times with regard to the securities owned by the Fund, its Fundsfunds available, or to become available, for investment, and generally as to the condition of the Fund’s affairs. The Manager shall furnish the Subadviser with such other documents and information with regard to the Fund’s affairs as the Subadviser may from time to time reasonably request. 3. (a) Subject to the supervision of the Trust’s Board of Trustees (the “Board”) and the Manager, the Subadviser 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 the Subadviser by the Manager 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,objectives, policies and restrictions, as stated in the Fund’s current Prospectus and Statement of Additional Information.Information and in accordance with any exemptive orders issued by the Securities and Exchange Commission (“SEC”) applicable to the Fund and any SEC staffno-action letters applicable to the Fund. The Subadviser shall, with respect to the Allocated Assets, determine from time to time what securities and other investments will be purchased (including, as permitted in accordance with this paragraph, swap agreements, options and futures), retained, sold or exchanged by the Fund and what portion of the Allocated Assets will be held in the various securities and other investments in which the Fund invests, and shall implement those decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust andBy-Laws (collectively, the “Governing Documents”), the 1940 Act, and the applicable rules and regulations promulgated thereunder by the Securities and Exchange Commission (the “SEC”)SEC and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law, as well as the investment objective,objectives, policies and restrictions of the Fund and any exemptive orders and SEC staffno-action letters applicable to the Fund referred to above, and any other specific policies adopted by the Board and disclosed to the Subadviser. The Subadviser is authorized as the agent of the Trust to give instructions with respect to the J-4-1
Allocated Assets to the custodian of the Fund and anysub-custodian or prime broker as to deliveries of securities and other investments and payments of cash in respect of transactions or cash margin calls for the account of the Fund. Subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or substantially all of the assets of the Fund in one or more investment companies and may also include, from time to time, the investment of some of the Fund’s assets directly in securities or other instruments.companies. The Subadviser will 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. In connection with the selection of such brokers or dealers and the placing of such orders, subject to applicable law, brokers or dealers may be selected 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 (the “Exchange Act”)) to the Fund and/or the other accounts over which the Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund, which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Subadviser 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 in terms of either that particular transaction or the overall responsibilities which the Subadviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Subadviser’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Subadviser shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Allocated Assets subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Subadviser may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement. (b) The Fund hereby authorizeshas authorized any entity or person associated with the Subadviser which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Fund which is permitted by Section 11(a) of the Exchange Act and Rule11a2-2(T) thereunder, and the Fund hereby consentshas consented to the retention of compensation for such transactions in accordance with Rule11a2-2(T)(a)(2)(iv). Notwithstanding the foregoing, the Subadviser agrees that it will not deal with itself, or with members of the Board or any principal underwriter of the Fund, as principals or agents in making purchases or sales of securities or other property for the account of the Fund, nor will the Subadviserit purchase any securities from an underwriting or selling group in which itthe Subadviser or its affiliates is participating, or arrange for purchases and sales of securities between the Fund and another account advised by the Subadviser or its affiliates, except in each case as permitted by the 1940 Act or by any exemptive orders or SEC staffno-action letters applicable to the Fund and in accordance with such policies and procedures as may be adopted by the Fund from time to time, and will comply with all other provisions of the Governing Documents and the Fund’s then-current Prospectus and Statement of Additional Information relative to the Subadviser and its directors and officers. 4. TheTo the extent permitted by any exemptive orders or SEC staffno-action letters applicable to the Fund, the Subadviser may delegate to any other one or more companies that the Subadviser controls, is controlled by, or is under common control with, or to specified employees of any such companies, certain of the Subadviser’s duties under this Agreement, provided in each case the Subadviser will supervise the activities of each such entity or employees thereof, that such delegation will not relieve the Subadviser of any of its duties or obligations under this 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.Act. 5. The Subadviser agrees that it will keep records relating to its services hereunder in accordance with all applicable laws, and in compliance with the requirements of Rule31a-3 under the 1940 Act, the Subadviser hereby agrees that any records that it maintains for the Fund are the property of the Fund, and further agrees to J-4-2
surrender promptly to the Fund any of such records upon the Fund’s request. The Subadviser further agrees to arrange for the preservation of the records required to be maintained by Rule31a-1 under the 1940 Act for the periods prescribed by Rule31a-2 under the 1940 Act. 6. (a) The Subadviser, at its expense, shall supply the Board, the officers of the Trust, and the Manager and any other subadviser to the Fund with all information and reports reasonably required by them and reasonably available to the Subadviser relating to the services provided by the Subadviser hereunder. (b) The Subadviser shall bear all expenses, and shall furnish all necessary services, facilities and personnel, in connection with its responsibilities under this Agreement. Other than as herein specifically indicated, the Subadviser shall not be responsible for the Fund’s expenses, including, without limitation: advisory fees; distribution fees; interest; taxes; governmental fees; voluntary assessments and other expenses incurred in connection with membership in investment company organizations; organizational costs of the Fund; the cost (including brokerage commissions, transaction fees or charges, if any) in connection with the purchase or sale of the Fund’s securities and other investments and any losses in connection therewith; FormCPO-PQR filings that relate to the Fund; fees and expenses of custodians, transfer agents, registrars, independent pricing vendors or other agents; Fund legal expenses; loan commitment fees; expenses relating to creation and redemption transactions and the issuing and redemption or repurchase of the Fund’s shares and servicing shareholder accounts; expenses of registering and qualifying the Fund’s shares for sale under applicable federal and state law; expenses of preparing, setting in print, printing and distributing prospectuses and statements of additional information and any supplements thereto, reports, proxy statements, notices and dividends to the Fund’s shareholders; costs of stationery; website costs; costs of meetings of the Board or any committee thereof, meetings of shareholders and other meetings of the Fund; Board fees; audit fees; travel expenses of officers, members of the Board and employees of the Fund, if any; and the Fund’s pro rata portion of premiums on any fidelity bond and other insurance covering the Fund and its officers, Board members and employees; litigation expenses and anynon-recurring or extraordinary expenses as may arise, including, without limitation, those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Fund’s Board members and officers with respect thereto. 7. No member of the Board, officer or employee of the Trust or Fund shall receive from the Trust or Fund any salary or other compensation as such member of the Board, officer or employee while he or she is at the same time a director, officer, or employee of the Subadviser or any affiliated company of the Subadviser, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Subadviser’s or any affiliated company’s staff. 8. As compensation for the services performed by the Subadviser, including the services of any consultants retained by the Subadviser, the Manager shall pay the Subadviser, as promptly as possible after the last day of each month, a fee, computed daily at an annual rate set forth on Schedule A annexed hereto. The first payment of the fee shall be made as promptly as possible at the end of the month succeeding the effective date of this Agreement, and shall constitute a full payment of the fee due the Subadviser for all services prior to that date. If this Agreement is terminated as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund or, if less, the portion thereof comprising the Allocated Assets in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund or the portion thereof comprising the Allocated Assets shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board. 9. The Subadviser assumes no responsibility under this Agreement other than to render the services called for hereunder, in good faith, and shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Subadviser against any liability to the Manager or the Fund to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross J-4-3
negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder. As used in this Section 9, the term “Subadviser” shall include any affiliates of the Subadviser performing services for the Trust or the Fund contemplated pursuant to this Agreementhereby and the partners, shareholders, directors, officers and employees of the Subadviser and such affiliates. 10. Nothing in this Agreement shall limit or restrict the right of any director, officer, or employee of the Subadviser who may also be a Board member, officer, or employee of the Trust or the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature, nor to limit or restrict the right of the Subadviser to engage in any other business or to render services of any kind, including investment advisory and management services, to any other Fund,fund, firm, individual or association. If the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of the Subadviser is considered at or about the same time, transactions in such securities will be allocated among the accounts in a manner deemed equitable by the Subadviser. Such transactions may be combined, in accordance with applicable laws and regulations, and consistent with the Subadviser’s policies and procedures as presented to the Board from time to time. 11. For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order. 12. This Agreement will become effective with respect to the Fund on the date set forth oppositebelow the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved by the Trust’s Board and, if so required by the 1940 Act, by the shareholders of the Fund in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect through the second anniversary of the date of effectiveness. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually (i)in the manner required 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 this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.1940 Act.
13. This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Subadviser, or by the Subadviser upon not less than 90 days’ written notice to the Fund and the Manager, and will be terminated upon the mutual written consent of the Manager and the Subadviser. This Agreement shall terminate automatically in the event of its assignment by the Subadviser and shall not be assignable by the Manager without the consent of the Subadviser. 14. The Subadviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this Agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other seriesportfolios of the Trust. 15. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved if soin the manner required by the 1940 Act, by vote of the holders of a majority of the Fund’s outstanding voting securities.Act. 16. This Agreement, and any supplemental terms contained on Annex I hereto, if applicable, embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. No provision of this Agreement is intended to conflict with any applicable law. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors.successors and permitted assigns. 17. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties (including the Trust with respect to the Fund) and their respective successors and permitted assigns. J-4-4
18. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and, unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed to be an agent of the Fund or the Manager. 19. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.York without regard to conflicts of laws principles. Any legal suit, action or proceeding related to, arising out of or concerning the this 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 sitting in New York County (including its appellate division) (the “Designated Courts”). Each party (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. For any action commenced in the Supreme Court of the State of New York, application shall be submitted to the Commercial Division. 19. Subject to the proviso of the first sentence of Section 9 of this Agreement, the Subadviser shall not be liable for any losses caused directly or indirectly by circumstances beyond the Subadviser’s reasonable control, including, without limitation, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, riots, terrorism, war, or such other event of similar nature, labor difficulties,non-performance by a third party not hired or otherwise selected by the Subadviser to provide services in connection with this Agreement, natural disaster, casualty, elements of nature, fires, earthquakes, floods, or other catastrophes, acts of God, mechanical breakdowns, or malfunctions, failure or disruption of utilities, communications, computer or information technology (including, without limitation, hardware or software), internet, firewalls, encryptions systems, security devices, or power supply. [signature page to follow] J-4-5
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Subadvisory Agreement to be executed by their officers thereunto duly authorized. LEGG MASON PARTNERS FUND ADVISOR, LLC
| | | LEGG MASON PARTNERS FUND ADVISOR, LLC | | | By: | | | Name: | | | Title: | | |
| | | WESTERN ASSET MANAGEMENT COMPANY, LLC | | | By: | | | Name: | | | Title: | | |
ENTRUSTPERMAL PARTNERS OFFSHORE LP
The foregoing is acknowledged: The undersigned officer of the Trust has executed this Amended and Restated Subadvisory Agreement not individually but in his/her capacity as an officer of the Trust. The Trust does not hereby undertake, on behalf of the Fund or otherwise, any obligation to the Subadviser. LEGG MASON PARTNERS EQUITY TRUST
| | | ACTIVESHARES ETF TRUST | | | By: | | | Name: | | | Title: | | |
ANNEX I
Not applicable.
J-4-6
SCHEDULE A EnTrustPermal Alternative Core FundClearBridge Focus Value ETF
Date: January , 20182019
Fee: The subadvisory fee will be 70% of the management fee paid to Legg Mason Partners Fund Advisor, LLC, net of expense waivers and reimbursements and an amount equal to 0.02% of the portion of the Fund’s average daily net assets allocated to the Western Asset Management CompanySubadviser for the management of cash and othershort-term instruments. instruments, net of expense waivers and reimbursements. Such fee shall be paid to the Subadviser by the Manager out of the fee it receives from the Fund. EXHIBIT D
PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORSJ-4-7
Legg Mason Partners Fund Advisor, LLC (“LMPFA”)
[FORM OF PROXY CARD*] The following chart lists the principal executive officers and the directors of LMPFA and their principal occupations. The business address of each officer and director as it relates to that person’s position with LMPFA is 620 Eighth Avenue, New York, New York 10018, unless otherwise noted.EVERY SHAREHOLDER’S VOTE IS IMPORTANT
| | | Name
| | Current Position
| Jane Trust
| | President and Chief Executive Officer | Jeanne M. Kelly
| | Senior Vice President | Amy M. Olmert
| | Manager | Peter H. Nachtwey
| | Manager | Ted P. Becker
| | Chief Compliance Officer | Thomas C. Mandia
| | Secretary | Michael Kocur
| | Vice President and Assistant Secretary |
EnTrustPermal Partners Offshore LP (“EPOLP”)
The following chart lists the principal executive officers and the partners of EPOLP and their principal occupations. The business address of each officer and partner as it relates to that person’s position with EPOLP is 375 Park Avenue, New York, New York 10152, unless otherwise noted.
| | | Name
| | Current Position
| Gregg Hymowitz
| | Chairman and Chief Executive Officer | Jill Zelenko
| | Chief Operating Officer and Global Chief Risk Officer | Bruce Kahne
| | General Counsel and Chief Compliance Officer – U.S. |
EXHIBIT E
OWNERSHIP OF SHARES
To the knowledge of the Fund, as of September 15, 2017, the following shareholders owned or held of record 5% or more of the outstanding shares of the following classes of the Fund:
| | | | | Class
| | Name and Address
| | Percent
of Ownership (%) | A
| | American Enterprise Investment Svc
707 2nd Ave. South
Minneapolis, MN 55402-2405
| | 18.95 | | | | A
| | Raymond James Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
| | 12.78 | | | | A
| | LPL Financial Omnibus Customer Account
4707 Executive Drive
San Diego, CA 92121
| | 11.47 | | | | A
| | Morgan Stanley & Co. Inc.
Harborside Financial Center Plaza Two 2nd Floor
Jersey City, NJ 07311
| | 11.30 | | | | A
| | Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
211 Main Street
San Francisco, CA 94105-1905
| | 10.11 | | | | A
| | Pershing LLC
1 Pershing Plz.
Jersey City, NJ 07399-0001
| | 8.21 | | | | A
| | TD Ameritrade Inc. for the exclusive benefit of our clients
P.O. Box 2226
Omaha, NE 68103-2226
| | 5.89 | | | | C
| | Morgan Stanley & Co. Inc.
Harborside Financial Center Plaza Two 2nd Floor
Jersey City, NJ 07311
| | 24.56 |
| | | | | Class
| | Name and Address
| | Percent
of Ownership (%) | C
| | Raymond James Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
| | 17.66 | | | | C
| | American Enterprise Investment Svc
707 2nd Ave. South
Minneapolis, MN 55402-2405
| | 14.84 | | | | C
| | Wells Fargo Clearing Svcs LLC
2801 Market Street
Saint Louis, MO 63103
| | 9.71 | | | | C
| | Merrill Lynch Pierce Fenner & Smith Inc.
For the sole benefit of its customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
| | 9.26 | | | | C
| | UBS WM USA FBO Exclusive Benefit of Customers
1000 Harbor Blvd.
Weehawken, NJ 07086
| | 7.23 | | | | C
| | LPL Financial Omnibus Customer Account
4707 Executive Drive
San Diego, CA 92121
| | 6.46 | | | | FI
| | Raymond James Omnibus for Mutual Funds
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
| | 76.46 | | | | FI
| | Pershing LLC
1 Pershing Plz.
Jersey City, NJ 07399-0001
| | 21.10 | | | | I
| | American Enterprise Investment Svc
707 2nd Ave. South
Minneapolis, MN 55402-2405
| | 16.79 | | | | I
| | Merrill Lynch Pierce Fenner & Smith Inc.
For the sole benefit of its customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
| | 14.24 |
| | | | | Class
| | Name and Address
| | Percent
of Ownership (%) | I
| | Pershing LLC
1 Pershing Plz.
Jersey City, NJ 07399-0001
| | 13.91 | | | | I
| | Charles Schwab & Co. Inc.
Special Custody Acct FBO Customers
211 Main Street
San Francisco, CA 94105-1905
| | 10.28 | | | | I
| | LPL Financial Omnibus Customer Account
4707 Executive Drive
San Diego, CA 92121
| | 8.26 | | | | I
| | Morgan Stanley & Co. Inc.
Harborside Financial Center Plaza Two 2nd Floor
Jersey City, NJ 07311
| | 6.58 | | | | IS
| | National Financial Services Corp. FBO Exclusive Benefit of our Cust
499 Washington Blvd.
Jersey City, NJ 07310-2010
| | 77.24 | | | | IS
| | Legg Mason, Inc.
Attn: Elizabeth Whitehurst
100 International Dr., FL 10
Baltimore, MD 21202-4673
| | 21.33 |
The Trustees and officers of the Trust, and members of their families as a group, beneficially owned less than 1% of the outstanding shares of the Fund as of September 15, 2017.
| | | | | PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
| | | | | | To vote by Internet | | | Available 24 hours a day, 7 days a week
| | | | 1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to websitewww.proxyvote.comor scan the QR Barcode above.
3) Follow the instructions provided on the website.
| | | | To vote by Telephone | | | Available 24 hours a day, 7 days a week | | | 1) Read the Proxy Statement and have the proxy card below at hand.
| | | | 2) Call1-800-690-6903. | | | | 3) Follow the instructions.
| | | | To vote by Mail
| | | 1) Read the Proxy Statement. | | | 2) Check the appropriate boxes on the proxy card below. | | | | 3) Sign and date the proxy card. | | | | 4) Return the proxy card in the postage-paid envelope provided.
| | | | Vote in Person
| | | | Attend Special Meeting of Shareholders | | | | Legg Mason Partners Fund Advisor, LLC | | | | 620 Eighth Avenue, | | | | New York, NY 10018
on January 5, 2018
|
| | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | E32345-S62340 KEEP THIS PORTION FOR YOUR RECORDS
|
| | | | | | | DETACH AND RETURN THIS PORTION ONLYVOTING OPTIONS: | | | | | | | | | | | VOTE ON THE INTERNET Log on to: [insert website] or scan the QR code Follow the on-screen instructions available 24 hours | | | | | | | | | | | VOTE BY PHONE Call [ ] Follow the recorded instructions available 24 hours | | | | | | | | | | | VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | | | | | | | | | | | VOTE IN PERSON Attend Shareholder Meeting 620 Eighth Avenue, 49th Floor, New York, New York on July 14, 2020 |
* This form of proxy card lists all proposals that have been approved by the Boards. Shareholders are only being asked to vote on those proposals relevant to them. The proxy card that each shareholder receives will be tailored to indicate the Fund(s) in which that shareholder holds shares and will list only those proposals with respect to which the shareholder is entitled to vote.
Please detach at perforation before mailing. PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 14, 2020 DONOT MAIL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned, hereby appoints Jane E. Trust, Robert I. Frenkel, Thomas C. Mandia, Jeanne M. Kelly, George P. Hoyt, Tara Gormel, Angela N. Velez, Todd Lebo, Rosemary D. Emmens, Harris Goldblat, Susan Lively and Marc De Oliveira and each of them, proxies with several powers of substitution, to attend the Joint Special Meeting of Shareholders to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), or at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Joint Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.
The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” the nominees in the proposal. The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof. YOUR PROXY CARD WHENBOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1 and PROPOSAL 2, AS MORE FULLY DESCRIBED IN THE JOINT PROXY STATEMENT. | | | | | | | | | VOTE VIA THE INTERNET: [insert website] | | | VOTE VIA THE TELEPHONE: [ ] | | | | | | | |
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE IF VOTING BY TELEPHONEMAIL.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Joint Joint Special Meeting of Shareholders to be Held on July 14, 2020. The Joint Proxy Statement for this meeting is available at: [insert website] | | | | | | | | | FUNDS | | FUNDS | | FUNDS | | | Fund 1 | | Fund 2 | | Fund 3 | | | Fund 4 | | Fund 5 | | Fund 6 | | | Fund 7 | | Fund 8 | | Fund 9 |
Please detach at perforation before mailing. TO VOTE, MARK BLOCKS BELOW IN BLUE OR INTERNETBLACK INK AS SHOWN IN THIS EXAMPLE: X | | | A | | Proposals - The Board responsible for your Fund recommends that you vote “FOR” Proposal 1 and Proposal 2with respect to your Fund. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. To approvea New Management Agreement withLegg Mason Partners Fund Advisor, LLC | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2. To approve a New Subadvisory Agreement with: 2-A ClearBridge Investments, LLC | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-B ClearBridge RARE Infrastructure (North America) Pty Limited | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | ForFOR | | AgainstAGAINST | | Abstain | | | | | | | | | | | | 1. To approve a change to EnTrustPermal Alternative Core Fund’s fundamental investment restriction on concentration ABSTAIN | | | | ☐FOR | | ☐AGAINST | | ☐ | | ABSTAIN | | | | | | | | | | 2. To approve an amended and restated management agreement between Legg Mason Partners Equity Trust, on behalf of EnTrustPermal Alternative Core Fund, and Legg Mason Partners Fund Advisor, LLC
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 3. To approve an amended and restated subadvisory agreement between Legg Mason Partners Fund Advisor, LLC and EnTrustPermal Partners Offshore LP with respect to EnTrustPermal Alternative Core Fund
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | 4. Transaction of such other business as may properly come before the Special Meeting or any adjournments or postponements thereof.
| | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-C QS Investors, LLC | | | | | | | | | | | | | | | | | PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET. | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | For address changes and/or comments, please check this box and write them on the back where indicated.☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Note:Please sign exactly as your name(s) appear(s) on the records of the Fund and date. If joint owners, each holder should sign this proxy. When signing as attorney, executor, administrator, trustee, guardian, or officer of a corporation or other entity or in another representative capacity, please give your full title. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
CONSOLIDATED ID TEMPLATE V1
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of
Shareholders to be held on January 5, 2018.
The Proxy Statement for this meeting is available at:www.proxyvote.com.
E32346-S62340
| | | | | | | | | | | | | | | | | 2-D Western Asset Management Company, LLC PROXY
| | | | | | | | | | | | | | | | LEGG MASON PARTNERS EQUITY TRUST | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | | | PROXY☐ | | ☐ | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | ENTRUSTPERMAL ALTERNATIVE CORE FUND2-E Western Asset Management Company Limited
PROXY
| | | | | | | | | | | | | | | | | | FOR THE SPECIAL MEETING OF SHAREHOLDERSTO BE HELD ON JANUARY
| | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 5 2018 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | PROXY IS SOLICITED BY THE BOARD OF TRUSTEES.2-The undersigned holder of shares of EnTrustPermal Alternative Core Fund (the “Fund”), a series of Legg Mason Partners Equity Trust, hereby appoints Robert I. Frenkel, Thomas C. Mandia, Harris C. Goldblat, Rosemary D. Emmens, Barbara J. Allen, Michael Kocur and Angela N. Velez, attorneys and proxies for the undersigned, each with full powers of substitution, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders (the “Special Meeting”) of the Fund to be held on JanuaryF Western Asset Management Company Ltd
| | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 5 2018, 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, and any adjournments or postponements thereof. The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement dated October [TBD], 2017 and hereby instructs said attorneys and proxies to vote said shares as indicated herein. | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | In their discretion, the proxies are authorized to vote upon2-GWestern Asset Management Company Pte. Ltd.
| | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-H Royce & Associates, LP | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 3. To transact such other business asmay properly come before the Special Meetingand any adjournments or any adjournments or postponements thereof.A majority of the proxies present and acting at the Special Meeting in person or by substitute (or if only one shall be present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. |
| | | | | This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder.If no direction is made,this proxy will be voted “FOR” approval of the Proposals.
B | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | | Note: | | Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title of such representation under the signature. |
| | | | | | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below | | | | Signature 1 — Please keep signature within the box | | | | Signature 2 — Please keep signature within the box | | | | | / / | | | | | | | | | | |
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT | | | | | | | | | VOTING OPTIONS: | | | | | | | | | | | VOTE ON THE INTERNET Log on to: [insert website] or scan the QR code Follow the on-screen instructions available 24 hours | | | | | | | | | | | VOTE BY PHONE Call [ ] Follow the recorded instructions available 24 hours | | | | | | | | | | | VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | | | | | | | | | | | Address Changes/Comments:VOTE IN PERSON
Attend Shareholder Meeting 620 Eighth Avenue, 49th Floor, New York, New York on July 14, 2020 |
Please detach at perforation before mailing. | | | VOTING INSTRUCTION CARD | | [NAME OF TRUST] |
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 14, 2020 [INSURANCE COMPANY NAME DROP-IN] This Voting Instruction Card is solicited by the above named insurance company seeking voting instructions with respect to shares of [Name of Trust] Funds for which it is the record or beneficial owner on your behalf. The undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect to the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders, to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York, on July 14, 2020 at 11:00 a.m. (Eastern time), and at any adjournment or postponement thereof, as fully as the undersigned would be entitled to vote if personally present. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above named insurance company to exercise its discretion in voting upon such other business as may properly come before the meeting or any adjournments or postponements thereof. The Voting Instruction Card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made, the votes attributable to this Voting Instruction Card will be voted FOR the proposal listed on the reverse side. Shares of the Fund(s) for which no instructions are received will be voted in the same proportion as votes for which instructions are received for the Fund(s). YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1 and PROPOSAL 2, AS MORE FULLY DESCRIBED IN THE JOINT PROXY STATEMENT. | | | | | | | | | VOTE VIA THE INTERNET: [insert website] | | | VOTE VIA THE TELEPHONE: [ ] | | | | | | | |
PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE IF VOTING BY MAIL.
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Joint Joint Special Meeting of Shareholders to be Held on July 14, 2020. The Joint Proxy Statement for this meeting is available at: [insert website] | | | | | | | | | FUNDS | | FUNDS | | FUNDS | | | Fund 1 | | Fund 2 | | Fund 3 | | | Fund 4 | | Fund 5 | | Fund 6 | | | Fund 7 | | Fund 8 | | Fund 9 |
Please detach at perforation before mailing. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X | | | A | | Proposals - The Board responsible for your Fund recommends that you vote “FOR” Proposal 1 and Proposal 2with respect to your Fund. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. To approvea New Management Agreement withLegg Mason Partners Fund Advisor, LLC | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2. To approve a New Subadvisory Agreement with: 2-A ClearBridge Investments, LLC | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-B ClearBridge RARE Infrastructure (North America) Pty Limited | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-C QS Investors, LLC | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2-D Western Asset Management Company, LLC | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ��� | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-E Western Asset Management Company Limited | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-F Western Asset Management Company Ltd | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-GWestern Asset Management Company Pte. Ltd. | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 2-H Royce & Associates, LP | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fundname Drop-In 1 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 2 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 3 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 4 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 5 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 6 | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 7 | | ☐ | | ☐ | | ☐ | | | | Fundname Drop-In 8 | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 9 | | ☐ | | ☐ | | ☐ | | | | | 3. To transact such other business as may properly come before the Special Meetingand any adjournments or postponements thereof. |
| | | | | B | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | | Note: | | Please sign exactly as your name(s) appear(s) on this Voting Instruction Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title of such representation under the signature. |
| | | | | | | | | | | | | | | Date (mm/dd/yyyy) — Please print date below | | | | Signature 1 — Please keep signature within the box | | | | Signature 2 — Please keep signature within the box | | | | | / / | | | | | | | | | | | | | (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
| | | | | | | | | PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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