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) | | Title of each class of securities to which transaction applies: | | | | | | 2) | | Aggregate number of securities to which transaction applies: | | | | | | 3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | | | | | | 4) | | Proposed maximum aggregate value of transaction: | | | | | | 5) | | Total fee paid: | | | | | | ☐ | | Fee paid previously with preliminary materials. | | | ☐ | | Check box if any part of the fee is offset as provided by Exchange Act 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) | | Amount Previously Paid: | | | | | | 2) | | Form, Schedule or Registration Statement No.: | | | | | | 3) | | Filing Party: | | | | | | 4) | | Date Filed: | | | |
LEGG MASON-SPONSORED FUNDSLegg Mason ETF Investment Trust
620 Eighth280 Park Avenue 49th Floor
New York, NY 1001810017 [ ], 2020March 22, 2021
Dear Shareholder: A special meeting of shareholders of your Fund willLegg Mason ETF Investment Trust (the “Trust”), including its various series (each, a “Fund” and collectively, the “Funds”), is scheduled to 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,Tuesday, June 15, 2021 at 11:00 a.m. (Eastern time),. Due to votethe continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the meeting will be held in a virtual meeting format that is accessible solely by means of remote communication. Instructions on attending the proposals listedmeeting are set forth in the enclosed Joint Proxy Statement.Notice of Meeting. Legg MasonThe meeting is being held for the parent companypurposes of:
| 2) | Transacting such other business as may properly come before the special meeting and any adjournment(s) or postponement(s) thereof. |
Shareholders are being asked to elect a new slate of Trustees of the investment managersTrust, which includes legacy Legg Mason-sponsored exchange-traded funds. The nominees are members of the board that oversees the Franklin Templeton family of exchange-traded funds (“Franklin Templeton ETFs”). The nominees are highly qualified and have substantial experience in overseeing the operations of exchange-traded funds. Franklin Templeton acquired the adviser and subadvisers of the Funds named inon July 31, 2020. Bringing together the Joint Proxy Statement. Legg Mason has entered into an agreement with Franklin Resources, Inc., a global investment management organization operating asFunds and the 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 sameETFs under the new agreements, and the acquisitionoversight of a single Board is not expected to result in any change inpromote efficient oversight of the portfolio managersFunds, and efficient use of your Fund.resources by management, which may enhance management’s productivity with respect to the Funds. Your Fund’sThe Board recommends that you vote “FOR” each of the proposals applicable to your Fund.Proposal 1.However, before you vote, please read the full text of the Joint Proxy Statementproxy statement for an explanation of each of the proposals.proposal.
Your vote on these mattersthis matter is important. Even if you plan to attend and vote in person at the meeting, pleasePlease 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 proposalsproposal to be voted on, please call [ ] Computershare Fund Services at [ ].1-866-963-6132. Sincerely, Jane E. Trust President of the Fundsand Trustee
TABLE OF CONTENTS
Legg Mason ETF Investment Trust i
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.
|
ii
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.
|
iii
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 Eighth280 Park 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 [ ], 202010017
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held July 14, 2020On June 15, 2021 A special meeting of the shareholders (the “Meeting”) of the shareholders of the Legg Mason-sponsored FundsMason ETF Investment Trust (the “Trust”), including its various series (each, a “Fund”) identified below will, is scheduled to be held at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018, on July 14, 2020,Tuesday, June 15, 2021 at 11:00 a.m. (Eastern time),. Due to considerthe continuing public health impact of the COVID-19 pandemic and vote onto support the health and safety of Fund shareholders, the Meeting will be held in a virtual meeting format that is accessible solely by means of remote communication, described further below. The Meeting is being held for the following proposals,purposes, as more fully described in the accompanying Joint Proxy Statement: | PROPOSAL 1.1) | To approve a New Management Agreement with Legg Mason Partners Fund Advisor, LLCelect Trustees of the Trust. |
| PROPOSAL 2. | To approve 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 3.2) | To transact such other business as may properly come before the Meeting and any adjournmentsadjournment(s) or postponementspostponement(s) thereof. |
Your Fund’s Board recommends that you vote “FOR” all proposals upon which you are being asked to vote.Proposal 1. Shareholders of record at the close of business on AprilMarch 1, 20202021 (the “Record Date”) are entitled to vote at the MeetingsMeeting and at any adjournments or postponements thereof. 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 and 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,Record Date, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive, or vote by telephone or Internet for eachreceive. The Meeting will be held at the following Meeting website: http://www.meetingcenter.io/222688342. To participate in the Meeting, shareholders must enter the following password: ETF2021. Shareholders must also enter the control number found on the applicable proxy card you receive.received. Shareholders may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. For questions relating to participation at the Meeting by remote communication, please call the Computershare Fund Services (“Computershare”) technical support number at 1-888-724-2416. 1
If shares are held through an intermediary, such as a bank or broker, shareholders must register in advance to attend the Meeting. To register shareholders must submit proof of their proxy power (legal proxy) reflecting their Fund holdings along with their name and email address to Computershare. Shareholders may forward an email from their intermediary or send an image of their legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 11:00 a.m. (Eastern Time) on June 11, 2021. Shareholders will receive a confirmation email from Computershare of the shareholder’s registration and a control number that will allow the shareholder to vote at the Meeting. By order of the BoardsBoard of Trustees, Robert I. Frenkel
Secretary
[ ], 2020Marc A. De Oliveira
Secretary March 22, 2021 v2
Funds Holding Special Meetings of Shareholders on July 14, 2020Legg Mason ETF Investment Trust
Note: Each Fund is organized as a series of a Maryland statutory trust (a “Trust”). The Trusts are registered investment companies.
| | | 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
| | | | | | | 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 Variable Conservative Growth
| ClearBridge Variable Appreciation Portfolio
| | QS Variable Growth
| ClearBridge 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
| | | | | ACTIVESHARES® ETF TRUST
| ClearBridge Focus Value ETF
|
vi
LEGG MASON-SPONSORED FUNDS
620 Eighth280 Park Avenue 49th Floor
New York, NY 10018 [ ], 202010017
JOINT PROXY STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on June 15, 2021: The Notice of Special Meeting of Shareholders, the Proxy Statement and the form of proxy card and voting instruction form, and any amendments or supplements to the foregoing, are available on the Internet at https://www.proxy-direct.com/lmf-31873. If you have any questions, including questions relating to attending the Meeting by remote communication, or would like to vote your shares, please call Computershare Fund Services (“Computershare”), the proxy solicitor for the Funds, toll-free at 1-866-963-6132. This Joint Proxy Statement is furnished in connection with the solicitation by the BoardsBoard of Trustees (each, a(the “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”Legg Mason ETF Investment Trust (the “Trust”), of proxies to be voted at a special meetingsmeeting of shareholders (the “Meeting”) of each such Fundthe Trust listed in Appendix A (each, a “Fund” and collectively, the “Funds”), scheduled to be held on July 14, 2020 at the offices of Legg Mason at 620 Eighth Avenue, 49th Floor, New York, New York 10018 (for each Fund, a “Meeting” and collectively, the “Meetings”)Tuesday, June 15, 2021, and at any and all adjournments or postponements thereof. The Meetings,Meeting, which areis identified in the enclosed “Notice of Special Meeting of Shareholders,” will be held at 11:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the Meeting will be held in a virtual meeting format that is accessible solely by means of remote communication. The MeetingsMeeting will be held for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. The BoardAt the Meeting, shareholders of each Fund has determined that the use of this Joint Proxy Statement for each Meeting is in the best interestsTrust will vote together on the election of Trustees for the Fund in light of the similar matters being considered and voted on by the shareholders of each Fund. The Meetings are being held together for convenience, but each Meeting is a separate meeting.Trust. This Joint Proxy Statement and the accompanying materials are being mailed by the Boards to shareholdersBoard on or about [ ], 2020.March 22, 2021.
Each Fund is organized as a series of the Trust, a Maryland statutory trust (a “Trust”).trust. The Trusts areTrust is a registered investment companies.company. A list of each Trust, and the series of eachthe Trust is set forth inAppendix AA.. Shareholders of record at the close of business on AprilMarch 1, 20202021 (the “Record Date”) are entitled to vote at the Meetings.Meeting. ShareholdersEach share (or fractional share) of each Fund areoutstanding as of the Record Date is entitled to one vote for each dollara number of votes equal to the net asset value of that share (or fractional share) as of the Fund represented by the shareholder’s shares of that Fund. Shareholders of each Fund will voteRecord Date. This is referred to as a single class on the proposals on which they are entitled to vote. Shareholders are not entitled to any appraisal rights as the result of any proposal to be considered at the Meetings.“dollar-weighted” voting.
3
The number of shares of each Fund outstanding as ofat the close of business on April 1, 2020the Record Date 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 athe proxy card included with this Joint Proxy Statement. If you own shares in more than one Fund onas of the Record Date, you 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 applicableproposal with respect to EACH Fund you own. If you vote by telephone or over the Internet, you maywill be asked to 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 a Fund’sthe Trust’s Meeting will be voted at the Meeting. On the matters coming before eachthe Meeting as to which a shareholder has specified a choice on that shareholder’s proxy, the shares will be voted accordingly. If a proxy is properly executed and returned and no choice is specified with respect to one or more proposals,Proposal 1, the shares will be voted “FOR” each such proposal.all of the nominees. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposalsthe proposal at any time before a vote is taken on athe proposal by filing with the applicable FundTrust a written notice of revocation (addressed to the Secretary of the FundTrust at the principal executive offices of the FundTrust at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person,at the Meeting, in all cases prior to the 1
exercise of the authority granted in the proxy card. Merely attending the Meetings,Meeting, however, will not revoke any previously executed proxy. If you hold shares through a broker-dealer, bank, insurance company or other intermediary, please consult your broker-dealer, bank, insurance company or intermediary regarding your ability to revoke voting instructions after such instructions have been provided. Photographic identification and satisfactorySatisfactory evidence of ownership of Fund shares such aswill be required to vote at the Meeting. If you plan to attend the Meeting at the location specified in the notice, we request that you bring photographic identification and a copy of the proxy card included with this Joint Proxy Statement, will be required for admission to the Meetings.Statement.
Annual reports are sentprovided to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth inonAppendix AI 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 annual 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 10018P.O. Box 9699, Providence, RI 02940-9699 or by calling toll free at [ ].1-877-721-1926. 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. 4
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 proposals on which you are being asked to vote.
25
SummaryVOTE REQUIRED AND MANNER OF VOTING PROXIES
The Board of Proposals | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | |
3
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | |
4
Vote Required and MannerTrustees of Voting Proxies
A quorumthe Trust oversees all of the Funds. The shareholders is required to take action at each Meeting. For each Fund that is aof all series of Legg Mason Partners Equitythe Trust or Legg Mason Partners Variable Equity Trust,will vote together as a quorum consists of 30% ofsingle class to elect Trustees and the voting power of the shares of that Fund oneach series will be counted together in determining the Record Date, based on each dollar of net asset valueresults of the Fund represented by such shares. For each Fund thatvoting. A quorum of shareholders with respect to the Trust is a series of Legg Mason ETF Investment Trust andrequired to take action at the Meeting on Proposal 1. The quorum requirement for ClearBridge Focus Value ETF, a quorum consists of 33 1/Proposal 1 is 33-1/3% of the voting power of the sharesTrust taken as a whole as of that Fund on the Record Date, based on each dollarDate. Total voting power of the Trust taken as a whole is determined, not by the number of shares outstanding, but by net asset value of the Fund represented by such shares.
For each Fund, a quorumall 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 quorumoutstanding shares (including fractional shares) of the shareholders for the Trust as of the Record Date. Each share (or fractional share) of the Trust outstanding as of the Record Date is entitled to a whole.number of votes equal to the net asset value of that share (or fractional share) as of the Record Date. This is referred to as “dollar-weighted” voting.
Votes cast by proxy or in person at eachthe Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election, who are employees of Computershare, the proxy solicitor engaged by Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Funds’ investment manager, on behalf of the Funds, will determine whether or not a quorum is present at the Meeting. The inspectors If the shareholders of electionthe Trust do not ultimately approve Proposal 1, the Existing Board (as defined below) will treat abstentionscontinue to oversee the Trust as they currently do pending any further action by the Existing Board. Abstentions and “brokernon-votes” as present for purposes of determining a quorum. “Brokernon-votes” are shares(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.matter) generally are included for purposes of determining whether a quorum is present at a shareholder meeting, but are not treated as votes cast at such meeting. However, because the Trust understands that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the Meeting for which a broker or nominee would not have discretionary voting authority, the Trust does not anticipate that there will be any “broker non-votes” at the Meeting. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposal 1. Abstentions and broker non-votes will have no effect on the results of the voting on Proposal 1. If 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,Proposal 1, your shares will be voted “FOR” Proposal 1 and Proposal 2.in favor of all of the nominees. Broker-dealer firms holding shares of a 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 on eachthe proposal. A signed proxy card or other 6
authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal before the Meetings. A broker-dealer that is a member1 may be deemed an instruction to vote such shares in favor of all of the New York Stock Exchange and that has not receivednominees. With respect to routine matters such as Proposal 1, if a beneficial owner fails to provide voting instructions from a customer or client prior toby the date specified in a broker-dealer firm’s proxy solicitation materials, the Trust understands that the broker-dealer firm’s request forfirm may exercise discretionary voting instructions may not vote such customer’s or client’s sharespower with respect tonon-routine proposals, including Proposal 1 and Proposal 2.on behalf of such beneficial owner. If you hold shares of a Fund through a broker-dealer, bank, insurance company or other intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings,Meeting, a service agent will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder’s shares should be voted on a Proposalthe proposal may be deemed to authorize a service provideragent to vote such shares in favor of the applicable Proposal.nominees. 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-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.the nominees. Therefore, you are strongly encouraged to give your broker-dealer, or service agent or participating insurance company specific instructions as to how you want your shares to be voted. EachLMPFA and each Fund’s subadvisers are subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Franklin Resources, together with its subsidiaries, operates as Franklin Templeton. Franklin Templeton and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of all of the nominees. Unless otherwise provided in client guidelines, Franklin Templeton and its affiliates generally intend to vote Fund shares owned in a client account over which Franklin Templeton or an affiliate has discretionary authority in favor of all of the nominees. Please see Appendix J for information regarding persons, including Franklin Templeton and its affiliates, that beneficially owned or owned of record 5% or more of the outstanding shares of a Fund.
Proposal 1andProposal 2:1: RequiresNominees must be elected by a “1940 Act Majority Vote”plurality of the outstanding voting securitiesvotes cast at the Meeting at which a quorum exists. Being elected by a plurality means receiving the
7
| greater number of votes cast at a meeting at which a quorum is present. Since the number of nominees equals the number of Trustees to be elected, a nominee receiving any votes will be elected. |
The shareholders of all series of the applicable Fund, votingTrust will vote 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 ofclass and the voting power of the shares of each series will be counted together in determining the results of the voting for the proposal.
THE PROPOSAL TO ELECT TRUSTEES The purpose of the proposal is to elect Trustees of Legg Mason ETF Investment Trust. Shareholders are being asked to elect a new slate of Trustees of the Trust, which includes legacy Legg Mason-sponsored exchange-traded funds. The four new nominees for Trustees of the Trust (each, a “Nominee”) are Rohit Bhagat, Deborah D. McWhinney, Anantha K. Pradeep and Jennifer M. Johnson. All of the Nominees, except for Ms. Johnson, are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Trust (“Independent Trustees”). The Board recommends that shareholders elect all of the Nominees. The current Board (the “Existing Board” or the “Current Trustees”) consists of 10 Trustees – Andrew L. Breech, Paul R. Ades, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller, Thomas F. Schlafly and Jane Trust. All of the current Trustees, except for Ms. Trust, are Independent Trustees. None of the current Trustees will continue as Trustees of the Trust after the Nominees are elected and take office. It is intended that the enclosed proxy card will be voted for all Nominees unless a proxy contains specific instructions to the contrary. The Nominees’ term of office is expected to commence on or about July 1, 2021 or promptly after the election of the Nominees if the Meeting is adjourned or postponed to a date after July 1, 2021. Reasons for Electing New Trustees The Existing Board believes that electing a new slate of Trustees may provide benefits to the Funds. This is the result of discussions with management and a due diligence process, including meetings among the members of the Existing Board and the Nominees. Among other things, the Existing Board considered that Franklin Resources, which, together with its subsidiaries, operates as Franklin Templeton, acquired LMPFA and each Fund’s subadvisers on July 31, 2020, and that the Nominees serve on the board that oversees the Franklin Templeton family of exchange-traded funds (“Franklin Templeton ETFs”). The Existing Board concluded that bringing together the Funds and the Franklin Templeton ETFs under the oversight of a single Board is expected to promote efficient oversight of the Funds, and efficient use of resources by management, which may enhance management’s productivity with respect to the Funds. Furthermore, the Existing Board concluded that the Nominees 8
are highly qualified and have substantial experience in overseeing the operations of exchange-traded funds as members of the board that oversees the Franklin Templeton ETFs, and that the Nominees’ qualifications and experience may benefit the Funds and shareholders. As discussed above, the Nominees have been proposed in order to bring together the Funds and the Franklin Templeton ETFs under the oversight of a single Board, which the Existing Board believes may promote efficient oversight of the Funds and efficient use of resources by management. Accordingly, the nominating committee of the Existing Board did not consider candidates who are not currently serving on the board that oversees the Franklin Templeton ETFs for nomination to the Board. The Existing Board believes that, if the Nominees are elected by shareholders, there will be an appropriate transition of oversight of the Funds, including risk oversight, from the Existing Board to the Nominees as a result of, among other things, the meetings among the members of the Existing Board and the Nominees, and the continuity of each Fund’s manager, subadvisers, other service providers and independent registered public accounting firm. Each Nominee has consented to serve on the Board if elected by shareholders. If, however, before the election, any Nominee is unable to serve or for good cause will not serve, proxies may be voted for a replacement nominee, if any, designated by the current Trustees. The Nominees’ terms of office are expected to commence on or about July 1, 2021. Each Nominee will be elected to hold office as a Trustee until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal. The nominations of the Nominees listed below have been approved by the Existing Board and its nominating committee. Information about the Nominees is set forth in the sections below. The Board has determined that the number of its Trustees shall be fixed at the number of Trustees elected at the Meeting, subject to any further changes in Board size permitted by applicable law and the Trust’s charter documents. 9
Nominees and Current Trustees The Nominees for the Board (the “Proposed Board”) and the current Trustees, their years of birth, their principal occupations during the past five years (their titles may have varied during that period), the number of Funds in the fund complex he or she expects to oversee on or about July 1, 2021, following the election of the Nominees, subject to shareholder approval and scheduled retirements, and other board memberships they hold are set forth below. The address of each Nominee is One Franklin Parkway, San Mateo, CA 94403-1906. The address of each current Trustee is c/o Jane Trust, 100 International Drive, 11th Floor, Baltimore, MD 21202. Each Nominee was recommended for nomination by the Existing Board. | | | | | | | | | | | | | Name and Year of Birth | | Position(s) with Trust | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During the Past Five Years | | Number of Funds in the Fund Complex to be Overseen by Nominee2 | | | Other Board Memberships Held by Nominee3 | Independent Trustee Nominees*: | Rohit Bhagat Born 1964 | | N/A | | N/A | | Managing Member, Mukt Capital, LLC (private investment firm) (2014-present); Advisor, Optimal Asset Management (investment technology and advisory services company) (2015-present); and formerly, Chairman, Asia Pacific, BlackRock (2009-2012); Global Chief Operating Officer, Barclays Global Investors (investment management) (2005-2009); and Senior Partner, The Boston Consulting Group (management consulting) (1992-2005). | | | 58 | | | Lead Independent Trustee of Franklin Templeton ETF Trust (since 2016), Franklin ETF Trust (since 2017), and Franklin Templeton Trust since 2020 (48 funds); Axis Bank (financial) (2013-present), AssetMark Financial Holdings, Inc. (investment solutions) (2018-present) and PhonePe (payment and financial services) (December 2020-present); formerly, FlipKart Limited (eCommerce company) (2019-December 2020), CapFloat Financial Services Pvt., Ltd. (non-banking finance company) (2018) and Zentific Investment Management (hedge fund) (2015-2018). |
10
| | | | | | | | | | | | | Name and Year of Birth | | Position(s) with Trust | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During the Past Five Years | | Number of Funds in the Fund Complex to be Overseen by Nominee2 | | | Other Board Memberships Held by Nominee3 | Deborah D. McWhinney Born 1955 | | N/A | | N/A | | Director of various companies; and formerly, Board Member, Fluor Corporation (2014-2020) (construction and engineering), Focus Financial Partners, LLC (2018-2020) (financial services), Lloyds Banking Group (2015-2018) (financial institution) and Fresenius Medical Group (2016-2018) (healthcare); Chief Executive Officer (2013-2014) and Chief Operating Officer (2011-2013), CitiGroup Global Enterprise Payments (financial services); and President, Citi’s Personal Banking and Wealth Management (2009-2011). | | | 58 | | | Trustee of Franklin Templeton ETF Trust, Franklin ETF Trust and Franklin Templeton Trust since 2020 (48 funds); IHS Markit (information services) (2015-present), Borg Warner (automotive) (2018-present) and LegalShield (legal services) (2020-present). | Anantha K. Pradeep Born 1963 | | N/A | | N/A | | Chief Executive Officer, Smilable, Inc. (technology company) (2014-present); Chief Executive Officer, MachineVantage (technology company) (2018-present); Founder and Managing Partner, Consult Meridian, LLC (consulting company) (2009-present); and formerly, Founder, BoardVantage (board portal solutions provider delivering paperless process for boards and leadership) (2000-2002). | | | 58 | | | Trustee of Franklin Templeton ETF Trust (since 2016), Franklin ETF Trust (since 2017), and Franklin Templeton Trust since 2020 (48 funds). |
11
| | | | | | | | | | | | | Name and Year of Birth | | Position(s) with Trust | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During the Past Five Years | | Number of Funds in the Fund Complex to be Overseen by Nominee2 | | | Other Board Memberships Held by Nominee3 | Interested Trustee Nominee: | Jennifer M. Johnson4 Born 1964 | | N/A | | N/A | | Chief Executive Officer, President and Director, Franklin Resources, Inc.; officer and/or director or trustee, as the case may be, of some of the other subsidiaries of Franklin Resources, Inc. and of four of the investment companies in Franklin Templeton; and formerly, Chief Operating Officer and Executive Vice President, Franklin Resources, Inc. (1994-2015); Executive Vice President of Operations and Technology, Franklin Resources, Inc. (2005-2010); and Senior Vice President, Franklin Resources, Inc. (2003-2005). | | | 63 | | | Trustee and Chairperson of the boards of Franklin Templeton ETF Trust (since 2016), Franklin ETF Trust (since 2017), and Franklin Templeton Trust (since 2020); Trustee of Franklin Value Investors Trust since 2015) (53 funds). | Independent Trustees of Existing Board Not Continuing**: | Paul R. Ades Born 1940 | | Current Member of the Existing Board | | Since 1983 | | Paul R. Ades, PLLC (law firm) (since 2000) | | | 59 | | | None | Andrew L. Breech Born 1952 | | Current Member of the Existing Board | | Since 1991 | | President, Dealer Operating Control Service, Inc. (automotive retail management) (since 1985) | | | 59 | | | None | Althea L. Duersten Born 1951 | | Board Chair and Current Member of the Existing Board | | Since 2014(Board Chair since 2021) | | Retired (since 2011); formerly, Chief Investment Officer, North America, JP Morgan Chase (investment bank) and member of JPMorgan Executive Committee (2007 to 2011) | | | 59 | | | Formerly, Non-Executive Director, Rokos Capital Management LLP (2019-2020) |
12
| | | | | | | | | | | | | Name and Year of Birth | | Position(s) with Trust | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During the Past Five Years | | Number of Funds in the Fund Complex to be Overseen by Nominee2 | | | Other Board Memberships Held by Nominee3 | Stephen R. Gross Born 1947 | | Current Member of the Existing Board | | Since 1986 | | Chairman Emeritus (since 2011) and formerly, Chairman, HLB Gross Collins, P.C. (accounting and consulting firm) (1979 to 2011); Executive Director of Business Builders Team, LLC (since 2005); Principal, Gross Consulting Group, LLC (since 2011); CEO, Gross Capital Partners, LLC (since 2014); CEO, Trusted CFO Solutions, LLC (since 2011) | | | 59 | | | None | Susan M. Heilbron Born 1945 | | Current Member of the Existing Board | | Since 1991 | | Retired; formerly, President, Lacey & Heilbron (communications consulting) (1990 to 2002); General Counsel and Executive Vice President, The Trump Organization (1986 to 1990); Senior Vice President, New York State Urban Development Corporation (1984 to 1986); Associate, Cravath, Swaine & Moore LLP (1980 to 1984 and 1977 to 1979) | | | 59 | | | Formerly, Director, Lincoln Savings Bank, FSB (1991 to 1994); Director, Trump Shuttle, Inc. (air transportation) (1989 to 1990); Director, Alexander’s Inc. (department store) (1987 to 1990) | Howard J. Johnson Born 1938 | | Member of the Existing Board | | From 1981 to 1998 and since 2000 (Board Chair from 2013 to 2020) | | Retired; formerly, Chief Executive Officer, Genesis Imaging LLC (technology company) (2003 to 2012) | | | 59 | | | None |
13
| | | | | | | | | | | | | Name and Year of Birth | | Position(s) with Trust | | Term of Office and Length of Time Served1 | | Principal Occupation(s) During the Past Five Years | | Number of Funds in the Fund Complex to be Overseen by Nominee2 | | | Other Board Memberships Held by Nominee3 | Jerome H. Miller Born 1938 | | Current Member of the Existing Board | | Since 1995 | | Retired; formerly, President, Shearson Lehman Asset Management (1991 to 1993), Vice Chairman, Shearson Lehman Hutton Inc. (1989 to 1992) and Senior Executive Vice President, E.F. Hutton Group Inc. (1986 to 1989) | | | 59 | | | None | Ken Miller Born 1942 | | Current Member of the Existing Board | | Since
1983 | | Retired; formerly, President, Young Stuff Apparel Group, Inc. (apparel manufacturer), division of Li & Fung (1963 to 2012) | | | 59 | | | None | Thomas F. Schlafly Born 1948 | | Current Member of the Existing Board | | Since
1983 | | Chairman, The Saint Louis Brewery, LLC (brewery) (since 2012); formerly, President, The Saint Louis Brewery, Inc. (1989 to 2012); Senior Counsel (since 2017) and formerly, Partner (2009 to 2016), Thompson Coburn LLP (law firm) | | | 59 | | | Director, CNB St. Louis Bank (since 2020); formerly, Director, Citizens National Bank of Greater St. Louis (2006 to 2020) | Jane Trust, CFA5 Born 1962 | | Current Member of the Existing Board, and President and Chief Executive Officer of the Funds | | Since 2015 | | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 135 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015) | | | 135 | | | None |
14
* | Nominees who are not “interested persons” (within the meaning of Section 2(a)(19) of the 1940 Act of the Trust. |
** | The terms of office of Andrew L. Breech, Paul R. Ades, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller, Thomas F. Schlafly and Jane Trust, members of the Existing Board, will not continue with respect to the Funds once the Nominees take office. |
1 | Indicates the earliest year in which a current Trustee became a Trustee for a fund in the fund complex. Each Trustee serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal. |
2 | For each Nominee, the number shown is the total number of separate portfolios within the fund complex that the Nominee would oversee if he or she is elected during the Meeting. For each current Trustee, the number shown is the total number of separate portfolios within the fund complex that the Nominee oversees as of the date of this proxy statement. |
3 | In addition to overseeing the Funds, each current Independent Trustee also currently serves as a Trustee of the one fund of ActiveShares® ETF Trust, the 23 funds of Legg Mason Partners Equity Trust and the 16 Funds of Legg Mason Partners Variable Equity Trust, and Ms. Trust serves as a Trustee of 136 other funds in the fund complex. As noted above, the members of the Existing Board will not continue with respect to the nine Funds if the Nominees are elected and take office. In addition, shareholders of the one fund of ActiveShares® ETF Trust are also being asked to elect the Nominees as trustees; accordingly, the members of the Existing Board would not continue as trustees of ActiveShares® ETF Trust if the Nominees are elected as trustees of that trust. However, concurrently with issuance of this proxy statement, shareholders of the 20 funds of Legg Mason Global Asset Management Trust are being asked to elect the members of the Existing Board as trustees. If elected, the members of the Existing Board would take office as trustees of Legg Mason Global Asset Management Trust. Following their retirement as trustees of the Funds and ActiveShares® ETF Trust and election as trustees of Legg Mason Global Asset Management Trust, each current Independent Trustee would oversee 59 funds in the fund complex, and Ms. Trust would oversee 135 funds in the fund complex. |
4 | Ms. Johnson is an “interested person” (as defined in the 1940 Act) of the Trust because of her position as an officer and director of Franklin Resources, which is the parent company of the Funds’ investment manager, subadvisers and distributor. |
5 | Ms. Trust is an “interested person” (as defined in the 1940 Act) of the Trust because of her position with LMPFA and/or certain of its affiliates. |
Qualifications of Nominees and Current Trustees Nominees: The Existing Board believes that each Nominee’s experience, qualifications, attributes and/or skills on an individual basis and in combination with those the other Nominees lead to the conclusion that the Nominees possesses the requisite skills and attributes. The Existing Board believes that the Nominees’ abilities to review, critically evaluate, question and discuss information provided to them, to interact effectively with each Fund’s manager, subadvisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion. The Existing Board has considered the following experience, qualifications, attributes and/or skills, among others, of the Nominees in reaching its conclusion with respect to the Nominees: his or her character and integrity; such person’s length of service as a board member of certain funds in the Franklin Templeton funds complex; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; their skills, experience, judgment, 15
analytical ability, intelligence, and common sense; their current or previous profit and non-profit board membership; such person’s considerable familiarity with the special regulatory requirements governing regulated investment companies, including exchange-traded funds, and the special responsibilities of investment company trustees;and as to each Nominee other than Ms. Johnson, his or her status as not being an “interested person” (as defined in the 1940 Act) of the Funds (each an “Independent Trustee”). The Existing Board also considered the diversity of experience, skills and background of the individual Nominees in the context of the Proposed Board’s overall composition. In selecting and nominating the Nominees, the Existing Board followed its typical nomination procedures. The selection and nomination of each Nominee is consistent with the requirements of the Existing Board’s retirement policy. No particular qualification, experience or background establishes the basis for the Existing Board’s conclusion with respect to the Nominees, and individual Trustees may have attributed different weights to the various factors. In addition, the following specific experience, qualifications, attributes and/or skills apply as to the Nominees: Mr. Bhagat has extensive experience in the asset management and financial services industries; Ms. McWhinney has extensive management, risk and cyber security experience; Dr. Pradeep has served as chief executive officer of consulting and technology companies; and Ms. Johnson is a high ranking executive officer of Franklin Templeton. Existing Board: The Existing Board believes that the experience, qualifications, attributes and/or skills of each of its current Trustees on an individual basis and in combination with those of its other current Trustees lead to the conclusion that the Board possesses the requisite skills and attributes. The Existing Board believes that its current Trustees’ abilities to review, critically evaluate, question and discuss information provided to them, to interact effectively with each Fund’s manager, subadvisers, other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion. In addition, the following specific experience, qualifications, attributes and/or skills apply as to the current Trustees: Mr. Ades has substantial experience practicing law and advising clients with respect to various business transactions; Mr. Breech has substantial experience as the chief executive of a private corporation; Ms. Duersten has substantial experience as a global investment and trading manager in capital markets across multiple asset classes, including as the chief investment officer for the North American region of a major investment bank and service on its executive committee; Mr. Gross has a substantial accounting background and experience as an officer, trustee and board member of various organizations and has been determined to qualify as an audit committee financial expert of the Trust; Ms. Heilbron has substantial legal background and experience, business and consulting experience, and experience as a board member of public companies; Mr. Johnson has substantial experience as the chief executive of an operating company and in the financial 16
services industry, including as an actuary and pension consultant; Mr. Jerome Miller has substantial experience as an executive in the asset management group of a major broker/dealer; Mr. Ken Miller has substantial experience as a senior executive of an operating company; Mr. Schlafly has substantial experience practicing law and also serves as the non-executive Chairman of a private corporation and as director of a bank; and Ms. Trust has been the Chief Executive Officer of the Trust and other funds sponsored by Franklin Templeton (and before that, Legg Mason) since 2015 and has investment management and risk oversight experience as an executive and portfolio manager and in leadership roles with Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of Nominees and current Trustees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Existing Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Existing Board or a Nominee by reason thereof. General Information Regarding the Nominees and the Existing Board Compensation: Information relating to compensation paid to the Nominees and current Trustees who serve on the Existing Board for the Most Recent Year1 is set forth in Appendix C. Equity Securities Owned by the Nominees and Current Trustees: Information relating to the amount of equity securities of the Funds and other funds in the fund complex owned by the Nominees and current Trustees as of February 12, 2021 is set forth in Appendix D. Attendance of Trustees at Annual Meeting: The Trust does not have a policy with regard to attendance of Trustees at annual shareholder meetings. No annual meeting for the Trust was held during the Most Recent Year. Board Meetings: During the Most Recent Year, the Existing Board met six times. Each current Trustee attended more than 75% of the aggregate number of meetings of the Existing Board and of each committee of the Existing Board on which he or she served. Board Leadership Structure, Oversight and Standing Committees of the Existing Board and Proposed Board: Information relating to the various standing committees of the Existing Board and committee structure of the Proposed Board is set forth in Appendix E. The Chair of the Existing Board and the committee chairs work with the Chief Executive Officer of the Trust to set the agendas for Board and committee meetings. The Chair of the Existing Board serves as a key point person for interaction between 1 The term “Most Recent Year,” when used in the Proxy Statement and the relevant Appendices, refers to the calendar year ended December 31, 2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix I. 17
management and the other Independent Trustees. Under the Proposed Board structure, the Chair of the Proposed Board will be an Interested Trustee, although the Proposed Board also would be served by a Lead Independent Trustee. The Lead Independent Trustee, together with independent counsel, would review proposed agendas for Board meetings and generally acts as a liaison with management with respect to questions and issues raised by the Independent Trustees. The Lead Independent Trustee also would preside at separate meetings of Independent Trustees held in advance of each scheduled Board meeting where various matters, including those being considered at such Board meeting, are discussed. Through the Board’s committees the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. The Existing Board and the Proposed Board have determined that the respective Board’s committees help ensure that the Funds have effective and independent governance and oversight. The Existing Board and the Proposed Board also have determined that the respective Board’s leadership structure, in which the Chair of the Existing Board (or the Lead Independent Trustee in the case of the Franklin Templeton ETFs) is not affiliated with Franklin Templeton, is appropriate. The Existing Board and the Proposed Board also believe that the respective Board’s leadership structure facilitates the orderly and efficient flow of information between the Independent Trustees and management, including each Fund’s subadvisers. Each Fund’s service providers, primarily each Fund’s manager, subadvisers and, as appropriate, their affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management. As an integral part of its responsibility for oversight of each Fund, the Board oversees risk management of the Fund’s investment program and business affairs. Oversight of the risk management process is part of the Board’s general oversight of each Fund and its service providers. The Board has emphasized to each Fund’s manager and subadvisers the importance of maintaining vigorous risk management. The Funds are subject to a number of risks, including investment risk, counterparty risk, market trading risk, valuation risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. Each Fund’s manager and subadvisers, the affiliates of the manager and subadvisers or various service providers to the Fund employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Funds’ and the manager’s Chief Compliance Officer and the manager’s chief risk officer, as well as personnel of 18
the manager (for certain Funds), and other service providers, such as the Funds’ independent registered public accounting firm, make periodic reports to the Board or its committees with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. The Trustees recognize that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary for the Funds to bear certain risks (such as investment-related risks) to achieve their goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to inherent limitations. Officers of the Trust The officers of the Trust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are set forth in Appendix H. Shareholder Approval The votes of each Fund will be counted together with respect to the election of the Nominees to the Board and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the Trust. The election of Nominees to the Board must be approved by a plurality of the votes cast at the Meeting at which a quorum exists. If not enough proxies or votes have been received from shareholders of the Trust to achieve quorum and approve Proposal 1 by the time of the Meeting, the Meeting may be postponed or adjourned to permit further solicitation of proxies, or for the Existing Board to consider alternate steps. If the shareholders of the Trust do not ultimately approve Proposal 1, the Existing Board will continue to oversee the Trust as they currently do pending any further action by the Existing Board. Your Board recommends that you vote “FOR” the election of each of the Nominees. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The current Trustees, including a majority of the Independent Trustees, of the Trust have selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Funds. No representatives of PwC will be present at the MeetingMeeting. Appendix I sets forth for each Fund, for each of the applicable Fund’s two most recent fiscal years, the fees billed by the Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund and 19
each Fund’s fiscal year end month and day. The fee information in Appendix I is presented under the following captions: (a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or representedengagements. (b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by proxyregulators. (c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews. (d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” The charter of the Existing Board’s Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Covered Service Providers”) if holdersthe engagement relates directly to the operations and financial reporting of shares representingthe Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Committee. The Existing Board’s Audit Committee will not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the Fund by the independent registered public accounting firm, other than those provided to a Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. 20
Pre-approval by the Existing Board’s Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a Fund, LMPFA and any Covered Service Provider constitutes not more than 50%5% of the voting powertotal amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the Fund, (ii) the Fund’s manager and (iii) any Covered Service Provider during the fiscal year in which services are provided that would not have to be approved by the Committee; (b) the permissible non-audit services were not recognized by the Fund at the time of the outstanding voting securitiesengagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit. For each Fund’s two most recent fiscal years, there were no services rendered by PwC to the Funds for which the pre-approval requirement was waived. Non-audit fees billed for services rendered to each Fund and each Fund’s manager or any entity controlling, controlled by or under common control with the manager that provides ongoing services to the Funds during the last two fiscal years is presented in Appendix I under the caption “Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee.” The Existing Board’s Audit Committee has considered whether the provision of non-audit services that were rendered by PwC to a Fund’s manager and Covered Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by PwC to each Fund, its manager or Covered Service Providers that were required to be pre-approved were pre-approved as required. ADDITIONAL INFORMATION 5% Share Ownership As of February 12, 2021, the persons listed in Appendix J owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix J. Submission of Shareholder Proposals The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of a Fund must be received at the offices of the Fund, 620 Eighth Avenue, New York, NY 10018, 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. 21
Shareholder Communications Shareholders who want to communicate with the Board or any individual Trustee should write their Fund to the attention of Marc A. De Oliveira, Secretary, 100 First Stamford Place, 6th Floor, Stamford, CT 06902. The letter should indicate that you are present or represented by proxy or (b) more than 50%a Fund shareholder. If the communication is intended for a specific Trustee and so indicates, it will be sent only to that Trustee. If a communication does not indicate a specific Trustee, it will be sent to the chair of the voting powergovernance and nominating committee and the outside counsel to the Independent Trustees for further distribution as deemed appropriate by such persons. Additionally, shareholders with complaints or concerns regarding accounting matters may address letters to the Trust’s Chief Compliance Officer (“CCO”). Shareholders who are uncomfortable submitting complaints to the CCO may address letters directly to the Chair of the outstanding voting securitiesAudit Committee of the Fund.Board. Such letters may be submitted on an anonymous basis. ApprovalExpense of Proxy Solicitation
The cost of preparing, printing and mailing the enclosed proxy, accompanying notice and this Proxy Statement and costs in connection with the solicitation of proxies will generally be allocated among the Funds on the basis of their respective net assets. In accordance with each Proposal will occur only if a sufficient number of votes at the Meeting are cast “FOR” that Proposal. 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 not take effect. This is because the completion of the acquisition of Legg Mason byFund’s unitary fee arrangements, Franklin Templeton will not occur unless certain conditions are met. Onebear some or all of the Fund’s allocated portion of these conditions is that advisory clientscosts.
Solicitation may be made by letter or telephone by officers or employees of Legg Mason investmentLMPFA or its affiliates, which would include advisory clients that are notor 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. The Funds representing a specified percentage of Legg Mason revenue consentand Franklin Templeton will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Proxy Statement and proxy materials to the continuationbeneficial owners of their advisory relationshipseach Fund’s shares. In addition, the Funds and Franklin Templeton have retained Computershare, a proxy solicitation firm, to assist in the solicitation of proxies. Computershare may solicit proxies personally and by telephone. The mailing service, proxy solicitation costs, and postage and printing costs associated with this Proxy Statement are estimated at approximately $205,000, plus reimbursements of out-of-pocket expenses. The Funds’ share of these costs, after completion ofgiving effect to 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 orderFunds’ unitary fee arrangements, is expected 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.be $0. Adjournments and PostponementsFiscal Year
The fiscal year end of each Fund is as set forth in Appendix I. 22
Information Concerning the Managers, Subadvisers, Distributor and Administrator LMPFA has offices at 620 Eighth Avenue, New York, New York 10018. LMPFA serves as the investment manager to all of the Funds as listed in Appendix B. LMPFA serves as the administrator to all of the Funds. ClearBridge Investments, LLC (“ClearBridge”) has offices at 620 Eighth Avenue, New York, New York 10018. ClearBridge serves as the subadviser to the Funds identified as being subadvised by ClearBridge in Appendix B. Brandywine Global Investment Management, LLC (“Brandywine Global”) has offices at 1735 Market Street, 18th Floor, Philadelphia, Pennsylvania 19103. Brandywine Global serves as subadviser to the Funds identified as being subadvised by Brandywine in Appendix B. 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 serves as subadviser to the Funds identified as being subadvised by RARE in Appendix B. QS Investors, LLC (“QS Investors”) has offices at 880 Third Avenue, 7th Floor, New York, New York 10022. QS Investors serves as subadviser to the Funds identified as being subadvised by QS Investors in Appendix B. Royce & Associates, LP has offices at 745 Fifth Avenue, New York, NY 10151. Royce & Associates LP primarily conducts its business under the name Royce Investment Partners (“Royce”). Royce serves as subadviser to the Funds identified as being subadvised by Royce in Appendix B. Western Asset Management Company, LLC (“Western Asset”), 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”), has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) has offices at 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-ChomeChiyoda-Ku, Tokyo 100-6536, Japan. Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) has offices at 1 George Street #23-01, Singapore 049145. Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore serve as subadviser to the Funds identified as being subadvised by Western Asset, Western Asset London, Western Asset Japan and Western Asset Singapore in Appendix B. Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, Maryland 20202, is the distributor to all of the Funds. 23
General Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with respect to one or more Fundstheir judgment of the best interests of the Funds. The Meeting 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’sTrust’s governing documents or applicable law, the Fund’sTrust’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 controlling 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 Fund and the Manager (a “Current Management Agreement”).
If shareholders of your Fund approve the New Management Agreement prior to 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 result 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 pursuant 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 completed and LMPFA will assume responsibility for managing the Fund prior to the consummation of the sale of Legg Mason to Franklin Templeton, at which time the LMPFA 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 Manager 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 the 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 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 opportunity to periodicallyre-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
| | | | | |
21
| | | 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
|
22
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 what securities and other investments will be purchased, retained or sold by the Fund, and will implement those decisions, all subject to the provisions of the Fund’s governing documents, the 1940 Act, the applicable rules and regulations 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 the 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 directed by the 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 least annually (a) by the Board or (b) 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 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, upon 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 New 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 “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 interim 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 when 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 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 make 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 each of your Fund’s Subadvisers.
Your Fund’s Board’s considerations regarding a New Subadvisory Agreement with respect to each 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 Subadviser of your Fund 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.”
Your Fund’s Board recommends that you vote “FOR” this proposal.
ADDITIONAL INFORMATION
5% Share Ownership
As of March 18, 2020, the persons 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 officers of each Fund owned, in the aggregate, less than 1% of each Fund’s outstanding shares.
Submission of Shareholder Proposals
The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of a Fund must be received at the offices of the Fund, 620 Eighth Avenue, 49th Floor, New York, New York 10018, 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.
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 Joint Proxy Statement and all other costs in connection with the solicitation of proxies 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 will be presented at the Meetings. However, if other matters are properly presented at the Meetings for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at each Meeting will be available at the offices of the Funds, 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 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 votesimilarly providing voting instructions by telephone or over the Internet. Robert I. Frenkel
Marc A. De Oliveira Secretary [date]March 22, 2021
2724
Appendix A Trusts and Series; Fiscal Year EndsSeries of Legg Mason ETF Investment Trust
| | | | Series | 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 names of the Fund’s manager and subadvisers, the total number of shares outstanding and the net assets of the Fund on April 1, 2020, the record date for voting atRecord Date. Each share (or fractional share) of the Meeting. Additionally,Trust outstanding as of the table lists the quorum requirements for each Fund. For each Fund, a shareholderRecord Date is entitled to vote based ona number of votes equal to the dollarnet asset value of shares held bythat share (or fractional share) as of the shareholder on the record date,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 |
| | | | | | | | | | | | | Fund | | Manager | | Subadvisers | | Total Shares Outstanding | | | Net Assets ($) | | ClearBridge All Cap Growth ETF | | LMPFA | | ClearBridge;
Western Asset | | | 4,750,000 | | | | 217,502,500 | | ClearBridge Dividend Strategy ESG ETF | | LMPFA | | ClearBridge;
Western Asset | | | 400,000 | | | | 14,464,000 | | ClearBridge Large Cap Growth ESG ETF | | LMPFA | | ClearBridge;
Western Asset | | | 2,750,000 | | | | 137,142,500 | | Legg Mason Global Infrastructure ETF | | LMPFA | | RARE;
Western Asset | | | 250,000 | | | | 7,420,000 | | Legg Mason International Low Volatility High Dividend ETF | | LMPFA | | QS Investors; Western Asset | | | 2,340,000 | | | | 56,394,000 | | Legg Mason Low Volatility High Dividend ETF | | LMPFA | | QS Investors; Western Asset | | | 20,550,000 | | | | 673,218,000 | | Legg Mason Small-Cap Quality Value ETF | | LMPFA | | Royce;
Western Asset | | | 450,000 | | | | 15,826,500 | | Western Asset Short Duration Income ETF | | LMPFA | | Western Asset;
Western Asset London; Western Asset Japan; Western Asset Singapore | | | 350,000 | | | | 9,145,500 | | Western Asset Total Return ETF | | LMPFA | | Western Asset;
Western Asset London; Western Asset Japan; Western Asset Singapore | | | 4,700,000 | | | | 127,934,000 | |
B-1
| | | | | | | | | | | | | Fund | | Total Shares
Outstanding | | Net Assets ($) | | | 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 AgreementsCompensation of the Current Trustees and Nominees
Dates, ApprovalsExisting Board
Information for the Most Recent Year* regarding compensation paid to the current Trustees of the Existing Board by the Funds is set forth below. The Independent Trustees of the Existing Board receive an annual retainer plus fees for attending each regularly scheduled Board meeting and Feesspecial Board meeting he or she attends in person or by telephone. The Independent Trustees of the Existing Board are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Those Independent Trustees who serve in leadership positions of the Existing Board, as well as each committee member, receive additional compensation. All such fees paid to the current Independent Trustees of the Existing Board are aggregate fees for serving on the combined Board of Trustees of ActiveShares® ETF Trust, Legg Mason ETF Investment Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust and such fees are allocated among the Funds according to the average annual net assets of each Fund comprising such Trusts. The Existing Board reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jane Trust, an “interested person” (as defined in the 1940 Act) of the Funds, does not receive compensation from the Funds, but may be reimbursed for reasonable out-of-pocket expenses relating to attendance at such meetings. | | | | | | | | | | | 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 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 | The terms of office of the members of the Existing Board will not continue with respect to the Funds once the Nominees take office on or about July 1, 2021.** 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% | LEGG 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
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* The term “Most Recent Year,” when used in this Appendix C, refers to public offering of the Fund.
2 Date management agreement for Fund approved by initial shareholder. Agreement was amended and restated oncalendar year ended 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 LMPFA31, 2020, which coincides 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
| | | Name
| | 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 | Legg 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 | LM 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 | Royce & 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 certain of the Funds, as shown in Appendix I. The disclosure of compensation paid to current Trustees by all Funds for the Most Recent Year rather than, in certain instances, a Fund’s most recent fiscal year, is provided for ease of presentation and comprehension. The compensation structure for current Trustees of the Trust, generally a yearly fee plus fees per meeting attended, has not been altered since the periods covered, but compensation of Trustees varies from period to period depending on the number of meetings attended. The Funds whose fiscal years do not coincide with the calendar year do not believe that the compensation of any of their Trustees would be materially greater if disclosed for the most recent fiscal years, after taking into account the number of meetings held in each fund.period.
** In addition to overseeing the Funds of Legg Mason ETF Investment Trust, each current Independent Trustee also currently serves as a Trustee of the one fund of ActiveShares® ETF Trust, the 23 funds of Legg Mason Partners Equity Trust and the 16 funds of Legg Mason Partners Variable Equity Trust, and Ms. Trust serves as a Trustee of 136 other funds in the fund complex. Concurrently with issuance of this proxy statement, shareholders of the 20 funds of Legg Mason Global Asset Management Trust are being asked to elect the members of the Existing Board as trustees. If elected, the members of the Existing Board would take office as trustees of Legg Mason Global Asset Management Trust. In addition, shareholders of the one fund of ActiveShares® ETF Trust are being asked to elect the Nominees as trustees; accordingly, the members of the Existing Board would not continue as trustees of ActiveShares® ETF Trust if the Nominees are elected as trustees of that trust. Following their retirement as trustees of the Funds and ActiveShares® ETF Trust and election as trustees of Legg Mason Global Asset Management Trust, each current Independent Trustee would oversee 59 funds in the fund complex, and Ms. Trust would oversee 135 funds in the fund complex. C-1
Compensation Table ($) | | | | | | | | | | | | | | | | | | | | | Fund1 | | Paul R. Ades | | Andrew L. Breech | | Althea L. Duersten | | Stephen R. Gross | | Susan M. Heilbron | | Howard J. Johnson2 | | Jerome H. Miller | | Ken Miller | | Thomas F. Schlafly | | Jane Trust | Legg Mason ETF Investment Trust | ClearBridge All Cap Growth ETF | | 1,044 | | 1,087 | | 1,044 | | 973 | | 973 | | 1,144 | | 1,058 | | 1,056 | | 1,044 | | None | ClearBridge Dividend Strategy ESG ETF | | 53 | | 55 | | 53 | | 49 | | 49 | | 58 | | 53 | | 53 | | 53 | | None | ClearBridge Large Cap Growth ESG ETF | | 1,092 | | 1,136 | | 1,092 | | 1,024 | | 1,018 | | 1,195 | | 1,107 | | 1,103 | | 1,092 | | None | Legg Mason Global Infrastructure ETF | | 111 | | 116 | | 111 | | 103 | | 103 | | 122 | | 112 | | 112 | | 111 | | None | Legg Mason International Low Volatility High Dividend ETF | | 378 | | 394 | | 378 | | 352 | | 352 | | 414 | | 383 | | 382 | | 378 | | None | Legg Mason Low Volatility High Dividend ETF | | 4,963 | | 5,168 | | 4,963 | | 4,621 | | 4,621 | | 5,441 | | 5,031 | | 5,015 | | 4,963 | | None | Legg Mason Small-Cap Quality Value ETF | | 73 | | 76 | | 73 | | 62 | | 68 | | 81 | | 74 | | 74 | | 73 | | None | Western Asset Short Duration Income ETF | | 112 | | 116 | | 112 | | 104 | | 104 | | 122 | | 113 | | 113 | | 112 | | None | Western Asset Total Return ETF | | 796 | | 827 | | 796 | | 744 | | 744 | | 869 | | 807 | | 805 | | 796 | | None | Total Compensation from Fund Complex | | 362,000 | | 377,000 | | 362,000 | | 337,000 | | 337,000 | | 397,000 | | 367,000 | | 365,000 | | 362,000 | | None | Number of Funds in Fund Complex Overseen by Trustee3 | | 49 | | 49 | | 49 | | 49 | | 49 | | 49 | | 49 | | 49 | | 49 | | 145 |
1 Information for the Most Recent Year. 2 The total amount of deferred compensation accrued (including earnings or depreciation in value of amounts deferred) through December 31, 2020 for Mr. Howard J. Johnson is $198,825.61. 3 See note ** above. C-2
Proposed Board The Nominees did not receive compensation from the Funds for the Most Recent Year. Information for the Most Recent Year regarding compensation paid to the Nominees by all funds in the fund complex is set forth below. The Independent Trustee Nominees constitute the sole independent board members of three other investment companies in the Franklin Templeton fund complex. Each Independent Trustee Nominee is paid a $110,000 annual retainer fee, together with a $7,000 per meeting fee ($3,500 per meeting held via telephone) for attendance at each regularly scheduled board meeting, a portion of which fees will be allocated to the Trust. To the extent held, compensation may also be paid for attendance at specially held board meetings. The Lead Independent Trustee is paid an annual supplemental retainer of $15,000 for services to such investment companies, a portion of which will be allocated to the Trust. Board members who serve on the Audit Committee of the Trust and such other funds are paid a $3,000 fee per Committee meeting in which they participate, a portion of which will be allocated to the Trust. Rohit Bhagat, who is expected to serve as Chair of the Audit Committee of the Trust and serves as such for other Franklin Templeton funds, receives a fee of $10,000 per year, a portion of which will be allocated to the Trust. Board members who serve on the Nominating Committee of the Trust and such other funds are paid a $3,000 fee per Committee meeting in which they participate, a portion of which is allocated to the Trust. Anantha K. Pradeep, who is expected to serve as Chair of the Nominating Committee of the Trust and serves as such for other Franklin Templeton funds, receives a fee of $10,000 per year, a portion of which will be allocated to the Trust. The Independent Trustee Nominees will be reimbursed for expenses incurred in connection with attending board meetings and such expenses are paid pro rata by each fund in the Franklin Templeton fund complex for which they serve as trustee. No Independent Trustee Nominee receives any other compensation, including pension or retirement benefits, directly or indirectly from the Trust or other funds in the Franklin Templeton fund complex. Certain officers or board members who are shareholders of Franklin Resources may be deemed to receive indirect remuneration by virtue of their participation, if any, in the fees paid to its subsidiaries. The Board reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jennifer Johnson, an “interested person” (as defined in the 1940 Act) of the funds that she oversees, does not receive compensation from such funds. Compensation Table ($) | | | | | | | | | Manager/
SubadviserFund1 | | Fund | | Net Assets ($) | Rohit Bhagat | | Management Fee/Subadvisory FeeDeborah D.
(as a percentage of average daily netMcWhinney | | Anantha K.
assets unless noted otherwise)1Pradeep | | Jennifer M. Johnson | LMPFA Legg Mason ETF Investment Trust | ClearBridge All Cap Growth ETF | | BrandywineGLOBAL – Alternative Credit FundNone | | | 661,898,918None | | | 1.15%1 | | | | | None | | BrandywineGLOBAL – Diversified USNone | ClearBridge Dividend Strategy ESG ETF | | None | | None | | None | | None | ClearBridge Large Cap Value FundGrowth ESG ETF | | | 633,724,600None | | | 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 | | | | | None | | BrandywineGLOBAL – Dynamic US Large Cap Value FundNone | | None | 178,145,804Legg Mason Global Infrastructure ETF | | | 0.55%1 | | | | | None | | BrandywineGLOBAL – Global Flexible Income FundNone | | | 6,431,216None | | | 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 $10 billion1None |
G-1C-3
| | | | | | | | | Fund1 | | Rohit Bhagat | | Deborah D. McWhinney | | Anantha K. Pradeep | | Jennifer M. Johnson | Legg Mason International Low Volatility High Dividend ETF | | None | | None | | None | | None | Legg Mason Low Volatility High Dividend ETF | | None | | None | | None | | None | Legg Mason Small-Cap Quality Value ETF | | None | | None | | None | | None | Western Asset Short Duration Income ETF | | None | | None | | None | | None | Western Asset Total Return ETF | | None | | None | | None | | None | Total Compensation from Fund Complex | | 169,000 | | 144,000 | | 154,000 | | None | Number of Funds in Fund Complex Overseen by Trustee2 | | 48 | | 48 | | 48 | | 53 |
1 Information for the Most Recent Year. 2 Each Nominee currently serves as a Trustee of Franklin Templeton ETF Trust, Franklin ETF Trust and Franklin Templeton Trust. Ms. Johnson also currently serves as a Trustee of Franklin Value Investors Trust. None of the Funds currently provides any pension or retirement benefits to current Trustees, Nominees or officers. As of February 12, 2021, all current Trustees, Nominees and officers as a group owned less than 1% of the outstanding shares of each Fund. C-4
Appendix D Equity Securities Owned The following table shows the amount of equity securities owned by the Nominees and current Trustees in the Funds that they oversee or are nominated to oversee as of February 12, 2021. | | | | | | | | | Manager/Name of Nominee or
SubadviserCurrent Trustee | | Fund | | Net Assets ($) | Name/(Dollar Range of Equity Securities in Fund) | | Management Fee/Subadvisory Fee
(as a percentageAggregate Dollar Range of average daily netEquity
assets unless noted otherwise)1Securities in All Portfolios Overseen or To Be Overseen by the Nominee in Fund Complex | | | 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 | ClearBridgeRohit Bhagat
| | None | | None | | Deborah D. McWhinney | | | None | | ClearBridge International Growth FundNone | Anantha K. Pradeep | | | 2,456,309,901None | | | 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 billionNone | | | | | Jennifer M. Johnson | | ClearBridge Small Cap FundNone | | Over $100,000 | 1,218,680,244Paul R. Ades | | | 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 | | | | | Legg Mason Low Volatility High Dividend ETF ($10,001 - $50,000) | | ClearBridge Value TrustOver $100,000 | Andrew L. Breech | | | 1,807,849,053None | | | 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 billionOver $100,000 | | | | | Althea L. Duersten | | QS Strategic Real Return FundNone | | Over $100,000 | 97,684,808Stephen R. Gross | | | 0.35% of the portion of the average daily net assets allocated | | | | | None | | ClearBridge Energy Midstream Opportunity Fund Inc.Over $100,000 | Susan M. Heilbron | | | 627,721,521None | | | 70% of the management fee paid to LMPFAOver $100,000 | | | | | Howard J. Johnson | | ClearBridge MLP and Midstream Fund Inc.Legg Mason Low Volatility High Dividend ETF (Over $100,000) | | Over $100,000 | 798,136,646Jerome H. Miller | | | 70% of the management fee paid to LMPFA | | | | | None | | ClearBridge MLP and Midstream Total Return Fund Inc.Over $100,000 | Ken Miller | | | 342,048,372None | | | 70% of the management fee paid to LMPFAOver $100,000 | | | | | Thomas F. Schlafly | | LMP Capital and Income Fund Inc.None | | Over $100,000 | 280,520,793Jane Trust | | | 70% of the management fee on the portion of the average daily net assets allocated | | | | | None | | 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 billionOver $100,000 |
G-7
| | | | | | | | | Manager/ Subadviser | | Fund | | Net Assets ($) | | | 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 expensesNone of the current Independent Trustees or Independent Trustee Nominees or their family members had any interest in LMPFA, a Fund’s subadvisers, LMIS, or any person directly or indirectly controlling, controlled by, or under an agreement where noted.
2 Ascommon control with LMPFA, a Fund’s subadvisers or LMIS as of February 29, 2020.
3 “Managed assets” means the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding.
4 The fee payable to the Manager under the agreement is equal to the annual rate set forth above multiplied by the average daily value of the 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 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.
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).12, 2021.
G-20D-1
Appendix HE 5% Share OwnershipStanding Committees of the Existing Board and Committee Structure of the Proposed Board
AsStanding Committees of March 18, 2020,the Existing Board
The business and affairs of the Trust are managed by or under the direction of its Board. Audit Committee. The Existing Board has a standing Audit Committee comprised of all of its Trustees who are Independent Trustees. The current Audit Committee members of the Existing Board are: Andrew L. Breech (Chair), Paul R. Ades, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The primary purposes of the Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Trust, the quality of each Fund’s financial statements and the independent audit thereof, the qualifications and independence of the Trust’s independent registered public accounting firm, and the Trust’s compliance with legal and regulatory requirements. The Audit Committee acts as liaison between the Trust’s independent auditor and the Board. The Audit Committee reviews the scope of the Trust’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the best knowledgeIndependent Trustees for their ratification, the selection, appointment, retention or termination of the Trust’s independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided by the Trust’s independent registered public accounting firm to the Fund’s manager and any affiliated service providers if the engagement relates directly to the Trust’s operations and financial reporting of the Trust. During the Most Recent Year, the Audit Committee of the Existing Board met four times. Governance and Nominating Committees. The Existing Board has a standing Governance Committee, which has formed a Compensation and Nominating sub-Committee. The Governance Committee comprises all of its Trustees who are Independent Trustees. The current Governance Committee members of the Existing Board are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten (Chair), Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The Governance Committee is charged with overseeing Board governance and related Trustee practices, including selecting and nominating persons for election or appointment by the Board as Trustees of the Trust. The Governance Committee has E-1
formed the Compensation and Nominating sub-Committee, which is responsible for, among other things, selecting and recommending candidates to fill vacancies on the Board. The current members of the Compensation and Nominating sub-Committee are: Paul R. Ades, Andrew L. Breech, Howard J. Johnson, Ken Miller (Chair) and Thomas F. Schlafly. The Governance Committee met four times in the Most Recent Year. The Compensation and Nominating sub-Committee met one time in the Most Recent Year. The Governance Committee and the Compensation and Nominating sub-Committee are hereinafter referred to collectively as the “Governance and Nominating Committee.” The Governance and Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Trust’s Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees as described in the Governance and Nominating Committee charter found in Appendix F. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. A copy of the Governance and Nominating Committee charter is included in Appendix F. The Governance and Nominating Committee charter is not currently made available on the Funds’ websites. The Governance and Nominating Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate, a professional search firm. The Committee meets to discuss and consider such candidates’ qualifications for Board membership and their independence from each Fund,Fund’s investment adviser and other principal service providers and then chooses a candidate by majority vote. None of the following persons beneficially ownedGovernance and Nominating Committees has specific, minimum qualifications for nominees. None of the Governance and Nominating Committees has established specific qualities or owned of record 5%skills that it regards as necessary for one or more of the outstanding sharesTrustees to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, in evaluating a person as a potential nominee to serve as a Trustee, the Governance and Nominating Committee of the classExisting Board may consider the following factors, among any others it may deem relevant: whether or not the person is an “interested person,” as defined in the 1940 Act, and whether the person is otherwise qualified under applicable laws and regulations to serve as a Trustee; whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with Fund management, the investment adviser, service providers or their affiliates; whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; E-2
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the Funds indicated:duties of a Trustee; | | | | | | | | | | | 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% | |
the contribution which the person can make to the Board (or, if the person has previously served as a Trustee, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; the character and integrity of the person; and whether or not the selection and nomination of the person would be consistent with the requirements of the retirement policies of the Trust, as applicable. The Existing Board has additional standing committees, as follows: The Existing Board has a Contract Committee that is charged with assisting the Board in requesting and evaluating such information from each Fund’s manager and the subadvisers as may reasonably be necessary to evaluate the terms of the Fund’s investment management agreement, subadvisory arrangements and distribution arrangements. The current Contract Committee members are: Paul R. Ades, Susan M. Heilbron (Chair) and Ken Miller. During the Most Recent Year, the Contract Committee met one time. The Existing Board has a Performance Committee that is charged with assisting the Board in carrying out its oversight responsibilities over the Fund and fund management with respect to investment management, objectives, strategies, policies and procedures, performance and performance benchmarks, and the applicable risk management process. The current Performance Committee members are: Althea L. Duersten, Howard J. Johnson, Jerome H. Miller (Chair), Thomas F. Schlafly and Jane Trust (ex-officio). During the Most Recent Year, the Performance Committee met four times. Committees Structure of the Proposed Board If the Nominees are elected, it is expected that the Proposed Board would maintain two standing committees, an Audit Committee and a Nominating Committee, with similar functions and responsibilities that are currently assigned to each corresponding committee of the Existing Board. Each committee would be comprised of all of the Independent Trustee Nominees. A copy of the Nominating Committee Charter for the Proposed Board is included in Appendix G. The Proposed Board could choose to adopt a different committee structure or to modify its committee structure, or any other aspect of its governance structure, at any time. 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-26E-3
AppendixI-1 F ComparisonExisting Board Governance and Nomination Committee Charter
Governance Committee Charter Establishment and Purpose This document serves as the Charter for the Governance Committee (the “Committee”) of Current Management Agreementthe Board of each registered investment company (the “Trust”) listed in Appendix A hereto and New Management Agreement1 FOR ALL FUNDS OTHER THAN CLEARBRIDGE FOCUS VALUE ETFeach series thereof (each, a “Fund”). The primary purposes of the Committee are to
| (a) | | Investment Management Services | | Investment Management Services | | | The Trust hereby appoints the Manager to act as investment adviserselect and administrator of the Fundnominate persons for the period and on the terms set forth in this Agreement. The Manager accepts suchelection or 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 agentTrustees 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
| | SameTrust;
|
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 | (b) | Additional Services
| | | The Manager shall also provide adviceoversee Board governance and recommendations with respect to other aspects of the businessrelated Trustee practices; 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 | (c) | Informationevaluate and make recommendations to Be Provided by the FundBoard to enhance the performance of the Board.
|
Duties and Responsibilities The Committee shall: | 1. | The Fund shall at all times keep the Manager fully informed with regardConsider standards or qualifications for Independent Trustee nominees and identify and evaluate individuals believed to the securities owned by it, its funds available, orbe qualified 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 officersIndependent Trustees 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).
| | SameFund.
|
11 Bracketed text included for Legg Mason ETF Investment Trust funds.
I-1-4
| 2. | | Notwithstanding the foregoing, the Manager agrees that it will not deal with itself, or with members ofRecommend to the Board nominees for election 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
| | Sameappointment.
|
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
| 3. | | pricing vendors or other agents; legal expenses; loan commitment fees; expenses relating to share certificates; expenses relatingConsider and periodically make recommendations to the issuingBoard on matters concerning Board governance and redemption or repurchaseperformance, and related matters. In this regard, the Committee will coordinate, with the assistance of the Fund’s sharesfund 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 dividendsIndependent Trustee counsel, a self-assessment, 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 assumedbe conducted by the Trust and/orfull Board at least annually, covering at least 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;
| | |
I-1-7
| | | (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 notmatters 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,
| | applicable law. |
| 4. | Consider and periodically make recommendations to the Board regarding Trustee practices and matters, including compensation, insurance arrangements and retirement. |
15 Bracketed text includedThe Committee may also carry out any other duties or responsibilities delegated to the Committee by the Board from time to time.
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain, as it deems necessary to carry out its duties, special counsel and other experts or consultants at the expense of the Fund. The Fund shall provide appropriate funding, as determined by the Committee, for the Model PortfoliosCommittee to carry out its duties and its responsibilities, including (a) for payment of compensation to any outside legal, accounting or other advisors, counsel or consultants employed by the Solution Series Funds.Committee and (b) for the ordinary administrative I-1-8F-1
| | | 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
| | |
expenses of the Committee. In performing its duties, the Committee shall consult as it deems appropriate with the members of the Board, officers and employees of the Fund, the Fund’s investment manager, the Fund’s sub-adviser(s), if any, the Fund’s counsel, counsel to the Independent Trustees and the Fund’s other service providers. Evaluation of Potential Nominees In evaluating a person as a potential nominee to serve as a Trustee of the Trust, the Committee should consider among other factors it may deem relevant: I-1-9
| | | 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 textwhether or not the person is usedan “interested person” as that term is defined in lieuSection 2(a)(19) 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
|
I-1-11
| | | 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
This MANAGEMENT AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between [Name of Trust] (the “Trust”) and Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”).]
WHEREAS, the Trust is a [type of entity] registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS,, and whether the Managerperson is engaged primarily in renderingotherwise qualified under applicable laws and regulations to serve as a Trustee of the Trust;
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with management, the investment advisory, managementmanager of the Fund, other Fund service providers or their affiliates; whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; whether or not the person is willing to serve, and administrative serviceswilling and is registered as an investment adviser underable to commit the Investment Advisers Acttime necessary for the performance of 1940, as amended;the duties of a Trustee of the Trust; WHEREAS,
the contribution which the person can make to the Board and the Trust wishes to retain(or, if the Manager to provide investment advisory, management, and administrative services to the Trust with respect to the seriesperson has previously served as a Trustee of the Trust, designated in Schedule A annexed hereto (the “Fund”);the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and WHEREAS, professional experience and education and such other factors as the Manager is willing to furnish such services on Committee may consider relevant;
the termscharacter and conditions hereinafter set forth; NOW THEREFORE, in considerationintegrity of the promisesperson; and mutual covenants herein contained, it is agreed as follows:
1. The Trust hereby appoints
whether or not the Manager to act as investment adviserselection and administratornomination of the Fund forperson would be consistent with 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 supervisionrequirements of the Trust’s retirement policies.
While the Committee is solely responsible for the selection and nomination of Trustees, the Committee may consider nominees recommended by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send nominations to the Secretary of the Trust that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders. F-2
After a determination by the Committee that a person should be selected and nominated as a Trustee of the Trust, the Committee shall present its recommendation to the full Board for its consideration. Composition The Committee shall be composed solely of such number of Trustees who have been determined not to be “interested persons,” as that term is defined in Section 2(a)(19) of the 1940 Act, of the Trust (“Independent Trustees”) as the Board of Trustees (the “Board”), the Manager shall regularly provide the Fund with investment research, advice, managementTrust may specifically determine 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 statedreflect 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”) applicableBoard’s minutes. The Committee shall elect a Chairperson, who shall preside over Committee meetings. Meetings The Committee shall meet on a regular basis, but not less frequently than twice a year. Special meetings may also be held upon reasonable notice 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 portionmembers of the assetsCommittee. An agenda shall be established for each meeting. Meetings of the Fund’s portfolio willCommittee may be held in person, by telephone or by other appropriate means. The Committee may take action by unanimous written consent in lieu of a meeting. One-third ofthe various securitiesCommittee’s members, but not fewer than two members, shall constitute a quorum. At any meeting of the Committee, the decision of a majority of the members present and voting shall be determinative as to any matter submitted to a vote. Reporting The Chairperson shall report regularly to the Board on the results of the Committee’s deliberations and make such recommendations as deemed appropriate. Amendments This Charter may be amended by a vote of the majority of the Trustees. Amended: February 1, 2017 Amended: November 6, 2019 Appendix A ActiveShares1® In addition to differences noted in this Appendix, there may be minor, non-substantive variations among the agreements for certain Funds.ETF Trust 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 CapLegg Mason Partners Equity Fund.Trust
Legg Mason Partners Variable Equity Trust I-2-1F-3
Appendix G Proposed Board Nominating Committee Charter NOMINATING COMMITTEE CHARTER The Nominating Committee (the “Committee”) is a committee of, 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 adoptedestablished by, the Board and disclosed to the Manager. The Manager is authorized as the agent of the Trust to give instructions to the custodianDirectors/Trustees 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 “Board”). 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 selectionCommittee consists of such brokers or dealers and the placingnumber 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,members 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 directedset 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.
I-2-2
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 tomembers shall 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 uponselected by the Manager and the Trust, and interpretive guidance issued thereunder by the SEC staff and any other applicable federal and state law.Board. 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, whichCommittee 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 obligationscomprised entirely 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.“independent members.” For the purposes of this Agreement, the Fund’s “net assets”Charter, independent members 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 Boardmean 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(“Disinterested Board members”) as defined in Section 2(a)(19) 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.
I-2-7
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: | | |
I-2-10
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 |
I-3-1
| | | 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 |
I-3-2
| | | 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 |
I-3-3
| | | 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 |
I-3-4
| | | 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 |
I-3-5
| | | 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;
| | |
I-3-6
| | | (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 |
I-3-7
| | | 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 |
I-3-8
| | | 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 |
I-3-9
| | | 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 |
I-3-10
| | | 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 |
I-3-11
| | | 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 |
I-3-12
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 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
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. 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, 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.
(c) 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 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 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. 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, 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;
I-4-3
(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 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 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;
(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;
(c) 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.
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.
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
I-4-4
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 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.
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 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.
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, 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.
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 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.
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.
I-4-5
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: | | |
I-4-7
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
II. | | Board Nominations and Functions. | Investment Advisory Services | | Investment Advisory Services |
| 1. | In accordance with and subjectThe Committee shall make recommendations for nominations for Disinterested Board members on the Board to the Management Agreement betweenincumbent Disinterested Board members and to the Trustfull Board. The Committee shall evaluate candidates’ qualifications for Board membership and the Managerindependence of such candidates from the Fund’s investment manager and other principal service providers. Persons selected must be independent in terms of both the letter and the spirit of the 1940 Act. The Committee shall also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, e.g., business, financial or family relationships with respectinvestment managers or service providers.
|
| 2. | The Committee also shall evaluate candidates’ qualifications and make recommendations for “interested” members on the Board 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.full Board. |
| 3. | 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 ManagerThe Committee may adopt from time to time (the “Allocated Assets”) with investment research, advice, management and supervisionspecific, minimum qualifications that the Committee believes a candidate must meet before being considered as a candidate for Board membership 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 accordancecomply 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 providedrules adopted 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 theU.S. Securities and Exchange Commission (the “SEC”)regarding investment company nominating committees 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 restrictionsnomination 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 programpersons 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 hereunderconsidered as provided in such notice.]9
| | | | | | | | Brokerage Transactions | | Brokerage Transactions
| | | The Subadviser will place orders pursuant to its investment determinationscandidates 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,Board membership.
| | 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
| 4. | | as amended (the “Exchange Act”))The Committee shall review shareholder recommendations for nominations to fill vacancies on the Board if such recommendations are submitted in writing and addressed to the Fund and/or Subadviser is authorized to payCommittee at the Fund’s offices. The Committee shall adopt, by resolution, a broker or dealer who provides such brokerage and research services a commissionpolicy regarding its procedures for executing a portfolio transactionconsidering candidates 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 providedBoard, including any recommended 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 Servicesshareholders.
| | | 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 |
J-1-3G-1
| | | 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 | III. | Information to Be Provided by the Subadviser
| | | The Subadviser, at its expense, shall supply the Board, the officers of the Trust,Committee Nominations 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 AffiliatesFunctions.
| | | 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, referenceThe Committee shall make recommendations to the hiring Subadviser is also included.
11 Bracketed text includedfull Board for Legg Mason ETF Investment Trust funds.
12 Bracketed text includednomination for the Solution Series Funds.
J-1-4
| | | Delegationmembership on all committees 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 |
J-1-6
| | | 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 | IV. | 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,Other Powers 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. | | SameResponsibilities. |
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
| | 1. | The Committee shall meet at least once each year or more frequently in open or executive sessions. The Committee may invite members of management, counsel, advisers and others to attend its meetings as it deems appropriate. The Committee shall have separate sessions with management and others, as and when it deems appropriate. |
Nothing in this Agreement | 2. | The Committee shall limithave the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or restrictconsultants at the right of any director, officer, or employeeexpense 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. | | SameFund. |
| | | | | Allocation of Investment Opportunities | 3. | 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 presentedThe Committee shall report its activities to the Board from time to time. | | Same | | | | | | Certain Defined Terms | | Certain Defined Terms
| | | Forand make such recommendations as 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 asCommittee may be granted by the SEC by any rule, regulationdeem necessary or order. | | Same | | | | | | Term of Agreement | | Term of Agreementappropriate.
| | | 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
| 4. | | herein, will continue in effect through the second anniversaryA majority of the datemembers of effectiveness. Thereafter, if not terminated, this Agreementthe Committee shall continue in effect with respect toconstitute a quorum for the Fund, so long as such continuance is specifically approvedtransaction of business at least annually [(i) byany meeting of the Board or (ii) by a voteCommittee. The action of a majority of the outstanding voting securitiesmembers 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 personCommittee present at a meeting called forat which a quorum is present shall be the purposeaction of voting on such approval][the Committee. The Committee may meet in person or by telephone, and the manner requiredCommittee may act by written consent, to the extent permitted by law and 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 inFund’s by-laws. In the event of its assignment by the Subadviserany inconsistency between this Charter 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 otherorganizational 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][in the manner required by the 1940 Act]22.
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 [and assigns]24.
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 [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 Agreement to be executed by their officers thereunto duly authorized.
| | | [NAME OF MANAGER]28 | | | By: | | | | | Name: | | | Title: | | [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]
| | | By: | | | | | Name: | | | Title: |
28 For agreements between two Subadvisers, the parties of the agreement, as noted above, are the two Subadvisers.
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
[Name of Fund]
Date:
[Date]
Fee:
[Description of fee]
J-2-9
AppendixJ-3
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 |
J-3-1
| | | 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 |
J-3-2
| | | 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 andorganizational 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 |
J-3-3
| | | 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 |
J-3-4
| | | 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 |
J-3-5
| | | 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 |
J-3-6
| | | 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 | precedence.J-3-7
| | | 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 |
J-3-8
| | | 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 |
J-3-9
| | | 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 |
J-3-10
AppendixJ-4
Form of New Subadvisory Agreement
CLEARBRIDGE FOCUS VALUE ETF
---
SUBADVISORY AGREEMENT
This SUBADVISORY AGREEMENT (“Agreement”) is made this [ ] day of [ ], [ ], by and between Legg Mason Partners Fund Advisor, LLC, a Delaware limited liability company (the “Manager”), and Western Asset Management Company, LLC, a California limited liability company (the “Subadviser”).
WHEREAS, the Manager has been retained by ActiveShares 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; 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 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 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, 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 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. 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 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, 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.
4. 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.
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 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 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 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. 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 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.
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 in the manner required by the 1940 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 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 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 Agreement to be executed by their officers thereunto duly authorized.
| | | LEGG MASON PARTNERS FUND ADVISOR, LLC | | | By: | | | Name:
| | | Title:
| | |
| 5. | | WESTERN ASSET MANAGEMENT COMPANY, LLC | | | By: | | | Name:The Committee shall review this Charter at least annually and recommend any changes to the full Board.
| | | Title:
| | |
The foregoing is acknowledged:ADDITIONAL STATEMENT FOR EXCHANGE-LISTED FUNDS ONLY
The undersigned officerCommittee shall comply with any additional rules of any stock exchange applicable to nominating committees of funds whose shares are listed thereon. G-2
Appendix H Officers of the Trust has executed this Agreement not individually but in his/her capacity as an officer The officers of the Trust.Trust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are shown in the tables below. The Trust does not hereby undertake, on behalfaddress of each officer is 100 International Drive, Baltimore, MD 21202, unless otherwise indicated. Officers receive no compensation from the Funds, although they may be reimbursed for reasonable travel expenses for attending meetings of the Fund or otherwise, any obligation toBoard. Each officer is an “interested person” (as defined in the Subadviser. | | | ACTIVESHARES ETF TRUST | | | By: | | | Name:
| | | Title:
| | |
J-4-6
SCHEDULE A
ClearBridge Focus Value ETF
Date:
, 2019
Fee:
The subadvisory fee will be 0.02%1940 Act) of the portionTrust by virtue of that individual’s position with Franklin Templeton or its affiliates described in the Fund’s average daily net assets allocated to the Subadviser for the management of cash and other short-term 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.
J-4-7
[FORM OF PROXY CARD*]
EVERY SHAREHOLDER’S VOTE IS IMPORTANTtable below.
| | | | | | | Name and Year of Birth | | VOTING OPTIONS:
| | | | | Position(s) with Trust | | Length of Time Served1 | | Principal Occupation(s) During Past 5 Years | Jane Trust, CFA
Born 1962 | | President and Chief Executive Officer2 | | VOTE ON THE INTERNET
Log on to:
[insert website] or scan the QR code Follow the on-screen instructions
available 24 hours
| | | | | Since 2015 | | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 135 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015) | Jenna Bailey
Born 1978 100 First Stamford Place, 5th Floor Stamford, CT 06902 | | Identity Theft Prevention Officer | | VOTE BY PHONE
Call [ ]
Follow the recorded instructions
available 24 hours
| | | | | Since 2015 | | Senior Compliance Analyst of Franklin Templeton (since 2020); Identity Theft Prevention Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2015); formerly, Compliance Officer of Legg Mason & Co. (2013 to 2020); Assistant Vice President of Legg Mason & Co. (2011 to 2020) | Ted P. Becker
Born 1951 620 Eighth Avenue, 47th Floor New York, NY 10018 | | Chief Compliance Officer | | VOTE BY MAIL
Vote, sign and date this Proxy Card and return in the postage-paid envelope
| | | | | Since 2007 | |
| | | | VOTE IN PERSON
Attend Shareholder Meeting
620 Eighth Avenue, 49th Floor, New York, New York on July 14, 2020 Vice President, Global Compliance of Franklin Templeton (since 2020); Chief Compliance Officer of LMPFA (since 2006); Chief Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Director of Global Compliance at Legg Mason (2006 to 2020); Managing Director of Compliance of Legg Mason & Co. (2005 to 2020) |
* This form1 If an officer has held offices for different Funds for different periods of proxy card lists all proposals that havetime, the earliest applicable date is shown. Each officer serves until his or her respective successor has been approved byduly elected and qualified or until his or her earlier death, resignation, retirement or removal.
2 Ms. Trust also currently serves as a Trustee on 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.Existing Board.
Please detach at perforation before mailing.
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERSH-1
TO BE HELD ON JULY 14, 2020
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 BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1 and PROPOSAL 2, AS MORE FULLY DESCRIBED IN THE JOINT PROXY STATEMENT.
| | | | | | | Name and Year of Birth | | VOTE VIA THE INTERNET: Position(s) with Trust | | [insert website]Length of Time Served1 | | Principal Occupation(s) During Past 5 Years | Christopher Berarducci Born 1974 620 Eighth Avenue, 47th Floor, New York, NY 10018 | | VOTE VIA THE TELEPHONE: [ ]Treasurer and Principal
Financial Officer | | | Since 2010 and 2019 | | Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020), Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. | Marc A. De Oliveira Born 1971 100 First Stamford Place, 6th Floor Stamford, CT 06902 | | |
Secretary and Chief Legal Officer PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE IF VOTING BY MAIL.
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]
| | | | | | | | | FUNDSSince 2020 | | FUNDSAssociate General Counsel of Franklin Templeton (since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020) | Jeanne M. Kelly Born 1951 620 Eighth Avenue, 47th Floor New York, NY 10018 | | FUNDS | Senior Vice President | | Fund 1Since 2007 | | U.S. Fund 2Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LM Asset Services, LLC (“LMAS”) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (formerly registered investment advisers) (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020), and Senior Vice President of LMFAM (2013 to 2015) | Susan Kerr Born 1949 620 Eighth Avenue, 47th Floor New York, NY 10018 | | Fund 3 | Chief Anti-Money Laundering Compliance Officer | | Fund 4Since 2013 | | Fund 5Senior Compliance Analyst, Franklin Templeton (since 2020); Chief Anti-Money Laundering Compliance Officer of certain funds associated with Legg Mason & Co. or its affiliates (since 2013) and Anti-Money Laundering Compliance Officer (since 2012), Senior Compliance Officer (since 2011) and Assistant Vice President (since 2010) of LMIS; formerly, Assistant Vice President of Legg Mason & Co. (2010 to 2020) | Thomas C. Mandia Born 1962 100 First Stamford Place., 6th Floor Stamford, CT 06902 | | Fund 6 | Senior Vice President | | Fund 7Since 2020 | | Fund 8 | | Fund 9Senior Associate General Counsel to Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LMAS (since 2002) and LMFAM (formerly registered investment advisers) (since 2013); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) |
Please detach at perforation before mailing.
H-2
Appendix I TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X Audit Fees, Audit-Related Fees, Non-Audit Fees, Tax Fees and All Other Fees
to Independent Registered Public Accountants Audit Fees, Audit-Related Fees and Non-Audit Fees | | | | | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit-Related Fees | | Fund | | Fiscal Year End | | Most Recent Fiscal Year ($) | | | Fiscal Year Prior to Most Recent Fiscal Year End ($) | | | Most Recent Fiscal Year ($) | | | Fiscal Year Prior to Most Recent Fiscal Year End ($) | | Legg Mason ETF Investment Trust | | | | | | | | | | | | | | | | | | | ClearBridge All Cap Growth ETF | | Sept. 30 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | ClearBridge Dividend Strategy ESG ETF | | Nov. 30 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | ClearBridge Large Cap Growth ESG ETF | | Nov. 30 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | Legg Mason Global Infrastructure ETF | | Oct. 31 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | Legg Mason International Low Volatility High Dividend ETF | | Oct. 31 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | Legg Mason Low Volatility High Dividend ETF | | Oct. 31 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | Legg Mason Small-Cap Quality Value ETF | | July 31 | | | 22,500 | | | | 20,000 | | | | None | | | | None | | Western Asset Short Duration Income ETF | | July 31 | | | 22,500 | | | | 10,000 | | | | None | | | | None | | Western Asset Total Return ETF | | Dec. 31 | | | 22,500 | | | | 10,000 | | | | None | | | | None | |
Tax Fees and All Other Fees | | | A
| | Proposals - The Board responsible for your Fund recommends that you vote “FOR” Proposal 1 and Proposal 2with respect to your Fund. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax Fees | | | All Other Fees | | Fund | | Fiscal Year End | | Most Recent Fiscal Year ($) | | | Fiscal Year Prior to Most Recent Fiscal Year End ($) | | | Most Recent Fiscal Year ($) | | | Fiscal Year Prior to Most Recent Fiscal Year End ($) | | Legg Mason ETF Investment Trust | | | | | | | | | | | | | | | | | | | ClearBridge All Cap Growth ETF | | Sept. 30 | | | None | | | | None | | | | None | | | | None | | ClearBridge Dividend Strategy ESG ETF | | Nov. 30 | | | None | | | | None | | | | None | | | | None | | ClearBridge Large Cap Growth ESG ETF | | Nov. 30 | | | None | | | | None | | | | None | | | | None | | Legg Mason Global Infrastructure ETF | | Oct. 31 | | | None | | | | None | | | | None | | | | None | | Legg Mason International Low Volatility High Dividend ETF | | Oct. 31 | | | None | | | | None | | | | None | | | | None | | Legg Mason Low Volatility High Dividend ETF | | Oct. 31 | | | None | | | | None | | | | None | | | | None | | Legg Mason Small-Cap Quality Value ETF | | July 31 | | | None | | | | None | | | | None | | | | None | | Western Asset Short Duration Income ETF | | July 31 | | | None | | | | None | | | | None | | | | None | | Western Asset Total Return ETF | | Dec. 31 | | | None | | | | None | | | | None | | | | None | |
I-1
Aggregate Non-Audit fees for Services Provided to Each Fund and its Affiliated Services Providers Pre-Approved by the Audit Committee | | | | | | | | | | | | | | | Aggregate Non-Audit Fees | | Fund | | Fiscal Year End | | Most Recent Fiscal Year ($) | | | Fiscal Year Prior to Most Recent Fiscal Year End ($) | | Legg Mason ETF Investment Trust | | | | | | | | | | | ClearBridge All Cap Growth ETF | | Sept. 30 | | | 1,051,186 | | | | 463,523 | | ClearBridge Dividend Strategy ESG ETF | | Nov. 30 | | | 1,051,186 | | | | 463,523 | | ClearBridge Large Cap Growth ESG ETF | | Nov. 30 | | | 707,833 | | | | 112,345 | | Legg Mason Global Infrastructure ETF | | Oct. 31 | | | 672,688 | | | | 472,562 | | Legg Mason International Low Volatility High Dividend ETF | | Oct. 31 | | | 672,688 | | | | 472,562 | | Legg Mason Low Volatility High Dividend ETF | | Oct. 31 | | | 672688 | | | | 472562 | | Legg Mason Small-Cap Quality Value ETF | | July 31 | | | 707,834 | | | | 197,570 | | Western Asset Short Duration Income ETF | | July 31 | | | 707,834 | | | | 197,570 | | Western Asset Total Return ETF | | Dec. 31 | | | 773,011 | | | | 1,051,186 | |
I-2
Appendix J 5% Share Ownership DTC is the securities depository for the shares of the Trust, and shares of the Funds are registered in the name of DTC or its nominee. Although the Funds do not have information concerning the beneficial ownership of shares held in the names of DTC participants, as of February 12, 2021, the following persons owned of record the amounts indicated of the shares of the Funds indicated. Please note that the Funds do not have share classes. Shareholders who beneficially own 25% or more of the outstanding shares of a Fund or who are otherwise deemed to “control” the Fund may be able to determine or significantly influence the outcome of matters submitted to a vote of the Fund’s shareholder. | | | | | | | | | Name and Address | | Shares Held | | | As % of shares outstanding | | | Legg Mason ETF Investment Trust | | | ClearBridge All Cap Growth ETF | | LPL FINANCIAL CORPORATION 1055 LPL WAY, FORT MILL, SC 29715 | | | 252,401 | | | | 5.37 | % | RAYMOND JAMES 880 CARILLON PKWY, ST PETERSBURG FL 33716-1100 | | | 799,691 | | | | 17.01 | % | RELIANCE TRUST COMPANY/ FIS TRUSTDESK MKE 1100 ABERNATHY ROAD NE SUITE 400, ATLANTA, GA 30328 | | | 984,245 | | | | 20.94 | % | UBS FINANCIAL SERVICES INC. 1000 HARBOR BLVD, WEEHAWKEN, NJ 07086 | | | 256,629 | | | | 5.46 | % | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | | | 865,566 | | | | 18.42 | % | STIFEL NICOLAUS & CO., INC. 501 N BROADWAY ONE FINANCIAL PLAZA, ST LOUIS MO 63102 | | | 379,275 | | | | 8.07 | % | | ClearBridge Dividend Strategy ESG ETF1 | | INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK, GREENWICH, CT 06831 | | | 85,867 | | | | 21.47 | % | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 93,536 | | | | 23.38 | % | CHARLES SCHWAB & CO. INC. 2423 E. LINCOLN DRIVE, PHOENIX, AZ 85016 | | | 24,668 | | | | 6.17 | % | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | | | 31,261 | | | | 7.82 | % | PERSHING LLC ONE PERSHING PLAZA, JERSEY CITY, NJ 07399 | | | 41,398 | | | | 10.35 | % |
J-1
| | | | | | | | | Name and Address | | Shares Held | | | As % of shares outstanding | | | ClearBridge Large Cap Growth ESG ETF | | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 995,008 | | | | 36.85 | % | CHARLES SCHWAB & CO. INC. 2423 E. LINCOLN DRIVE, PHOENIX, AZ 85016 | | | 640,253 | | | | 23.71 | % | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | | | 421,961 | | | | 15.63 | % | | Legg Mason Global Infrastructure ETF2 | | PERSHING LLC ONE PERSHING PLAZA, JERSEY CITY, NJ 07399 | | | 28,881 | | | | 9.63 | % | CHARLES SCHWAB & CO. INC. 2423 E. LINCOLN DRIVE, PHOENIX, AZ 85016 | | | 46,640 | | | | 15.55 | % | RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE. SOUTH MINNEAPOLIS, MN 55402-1110 | | | 22,455 | | | | 7.49 | % | INTERACTIVE BROKERS RETAIL EQUITY CLEARING 8 GREENWICH OFFICE PARK, GREENWICH, CT 06831 | | | 53,066 | | | | 17.69 | % | LPL FINANCIAL CORPORATION 1055 LPL WAY, FORT MILL, SC 29715 | | | 57,800 | | | | 19.27 | % | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 26,150 | | | | 8.72 | % | | Legg Mason International Low Volatility High Dividend ETF3 | | TD AMERITRADE CLEARING INC. 200 S. 108TH AVE., OMAHA, NE 68154 | | | 140,745 | | | | 6.01 | % | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 218,055 | | | | 9.32 | % | THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE 153-0400, PITTSBURGH, PA 15259 | | | 1,085,375 | | | | 46.38 | % | CHARLES SCHWAB & CO. INC. 2423 E. LINCOLN DRIVE, PHOENIX, AZ 85016 | | | 259,547 | | | | 11.09 | % | | Legg Mason Low Volatility High Dividend ETF4 | | THE BANK OF NEW YORK MELLON 525 WILLIAM PENN PLACE SUITE 153-0400, PITTSBURGH, PA 15259 | | | 4,931,843 | | | | 23.71 | % | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 1,787,952 | | | | 8.60 | % | MORGAN STANLEY SMITH BARNEY LLC 1300 THAMES STREET 6TH FLOOR, BALTIMORE, MD 21231 | | | 1,976,166 | | | | 9.50 | % | | Legg Mason Small-Cap Quality Value ETF | | NATIONAL FINANCIAL SERVICES, LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 68,553 | | | | 15.23 | % |
J-2
| | | | | | | | | Name and Address | | Shares Held | | | As % of shares outstanding | | | Legg Mason Small-Cap Quality Value ETF (continued) | | RBC CAPITAL MARKETS, LLC 510 MARQUETTE AVE., SOUTH MINNEAPOLIS, MN 55402-1110 | | | 42,691 | | | | 9.49 | % | CHARLES SCHWAB & CO., INC. 211 MAIN STREET, SAN FRANCISCO, CA 94105 | | | 70,058 | | | | 15.57 | % | E TRADE SECURITIES, LLC P.O. BOX 484, JERSEY CITY, NJ 07303-0484 | | | 63,063 | | | | 14.01 | % | RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004, ATLANTA, GA 30358 | | | 123,576 | | | | 27.46 | % | | Western Asset Short Duration Income ETF5 | | CHARLES SCHWAB & CO. INC 2423 E. LINCOLN DRIVE PHOENIX. AZ 85016 | | | 19,123 | | | | 5.46 | % | PERSHING LLC ONE PERSHING PLAZA, JERSEY CITY, NJ 07399-0001 | | | 43,943 | | | | 12.56 | % | BB&T SECURITIES 8806 DISCOVER DR., RICHMOND VA 23229 | | | 73,271 | | | | 20.93 | % | MORGAN STANLEY SMITH BARNEY, LLC 1 NEW YORK PLZ., FLOOR 12, NEW YORK, NY 10004-1901 | | | 20,250 | | | | 5.79 | % | TD AMERITRADE, INC. PO BOX 2226, OMAHA, NE 68103-2226 | | | 83,705 | | | | 23.92 | % | BOA SECURITIES, INC. 4804 DEER LAKE DR., E JACKSONVILLE FL 32246 | | | 35,025 | | | | 10.01 | % | JP MORGAN SECURITIES, LLC/JPMC 500 STANTON CHRISTIANA ROAD, OPS 4 2ND FLOOR, NEWARK, DE 19713 | | | 33,208 | | | | 9.49 | % | NATIONAL FINANCIAL SERVICES LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 17,669 | | | | 5.05 | % | | Western Asset Total Return ETF | | RELIANCE TRUST COMPANY FBO MASSMUTUAL P.O. BOX 28004 ATLANTA, GA 30358 | | | 512,960 | | | | 10.06 | % | TD AMERITRADE CLEARING INC. 200 S. 108TH AVE., OMAHA, NE 68154 | | | 750,708 | | | | 14.72 | % | BOA SECURITIES, INC. 4804 DEER LAKE DR., E JACKSONVILLE FL 32246 | | | 276,258 | | | | 5.42 | % | NATIONAL FINANCIAL SERVICES, LLC 499 WASHINGTON BLVD., JERSEY CITY, NJ 07310 | | | 847,479 | | | | 16.62 | % | GOLDMAN SACHS & CO. LLC 30 HUDSON STREET JERSEY CITY, NJ 07302 | | | 511,147 | | | | 10.02 | % |
J-3
| | | | | | | | | Name and Address | | Shares Held | | | As % of shares outstanding | | | Western Asset Total Return ETF (continued) | | CHARLES SCHWAB & CO. INC. 2423 E. LINCOLN DRIVE, PHOENIX. AZ 85016 | | | 1,490,326 | | | | 29.22 | % |
1 The positions shown include shares held by Legg Mason, Inc., an affiliate of Franklin Templeton, representing 20.96% of the outstanding shares of ClearBridge Dividend Strategy ESG ETF. 2 The positions shown include shares held by Legg Mason, Inc., an affiliate of Franklin Templeton, representing 29.15% of the outstanding shares of Legg Mason Global Infrastructure ETF. 3 The positions shown include shares held by QS Dynamic Multi Strategy VIT, a fund for which LMPFA serves as investment manager, representing 46.38% of the outstanding shares of Legg Mason International Low Volatility High Dividend ETF. 4 The positions shown include shares held by QS Dynamic Multi Strategy VIT, a fund for which LMPFA serves as investment manager, representing 23.71% of the outstanding shares of Legg Mason Low Volatility High Dividend ETF. 5 The positions shown include shares held by Legg Mason, Inc., an affiliate of Franklin Templeton, representing 6.68% of the outstanding shares of Western Asset Short Duration Income ETF. J-4
007CFN1202
[FORM OF PROXY CARD1] EVERY SHAREHOLDER’S VOTE IS IMPORTANT | | | | | | | EASY VOTING OPTIONS: | | | | | | | | VOTE ON THE INTERNET Log on to: 1.www.proxy-direct.com
or scan the QR code Follow the on-screen instructions available 24 hours | | | | | | | | VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | | | | | | | | VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | | | | | | | | VIRTUAL MEETING at the following Website: http://www.meetingcenter.io/222688342 on June 15 at 11:00 a.m. Eastern Time To approvea New Management Agreement withLegg Mason Partners Fund Advisor, LLCParticipate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. The Password for this meeting is ETF2021. |
Please detach at perforation before mailing. | | | | | PROXY | | LEGG MASON ETF INVESTMENT TRUST | | | | | | | PROXY 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 | | ☐ | | ☐ | | ☐ | | | THE SPECIAL MEETING OF SHAREHOLDERS SCHEDULED TO BE HELD ON JUNE 15, 2021 | | 2. To approve a New Subadvisory Agreement with:
2-A ClearBridge Investments, LLC
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.The undersigned hereby appoints Jeanne M. Kelly, Thomas C. Mandia, Harris C. Goldblat, Marc A. DeOliveira, Tara E. Gormel and Angela N. Velez, and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund(s) which the undersigned is entitled to vote at the Special Meeting of Shareholders of Legg Mason ETF Investment Trust (the “Trust”), scheduled to be held on Tuesday, June 15, 2021 at 11:00 a.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof (the “Meeting”), as fully as the undersigned would be entitled to vote if personally present. Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the meeting will be held in a virtual meeting format that is accessible solely by means of remote communication, at the following Meeting website: http://www.meetingcenter.io/222688342. To participate in the Meeting, shareholders must enter the following password: ETF2021. Shareholders must also enter the 14-digit control number found in the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned. If no direction is made, this proxy will be voted “FOR” the election of all of the Nominees in Proposal 1. | VOTE VIA THE INTERNET: www.proxy-direct.com | VOTE VIA THE TELEPHONE: 1-800-337-3503 |
ETF_31873_021621 PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. 1 The proxy card that each shareholder receives will be tailored to indicate the Fund(s) in which that shareholder holds shares.
EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders scheduled to be held virtually on June 15, 2021. The Notice of Meeting, Proxy Statement and Proxy Card are available at: https://www.proxy-direct.com/lmf-31873 | | | | | FUNDS | | FUNDS | | FUNDS | ClearBridge All Cap Growth ETF | | ClearBridge Dividend Strategy ESG ETF | | ClearBridge Large Cap Growth ESG ETF | Legg Mason Global Infrastructure ETF | | LM International Low Volatility High Dividend ETF | | Legg Mason Low Volatility High Dividend ETF | Legg Mason Small-Cap Quality Value ETF | | Western Asset Short Duration Income ETF | | Western Asset Total Return ETF |
Please detach at perforation before mailing. If no specific instructions are provided, this proxy will be voted “FOR” the proposal and in the discretion of the proxies upon such other business as may properly come before the Meeting. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | | | | | Proposal The Board of Trustees recommends that you vote “FOR” for all of the Nominees in Proposal 1, as more fully described in the Proxy Statement: |
| | | 1. | | To Elect Trustees of the Trust: To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided. |
| | | | | | | | | 01. Rohit Bhagat | | 02. Deborah D. McWhinney | | FOR03. Anantha K. Pradeep | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN | | | | | | | | | | | | | | | | | | | | | | | | | 04. Jennifer M. Johnson | | | | | 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 WITHHOLD | | ABSTAIN | | FOR ALL | | FOR | | AGAINST WITHHOLD | | ABSTAIN | | | | FOR | | AGAINST | | ABSTAIN ALL | | | ALL | | ALL | | EXCEPT | | ALL | | ALL | | | | | | | | | | | | | | EXCEPT | | | Fundname Drop-In 101 ClearBridge All Cap Growth ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 202 ClearBridge Dividend Strategy ESG ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 303 ClearBridge Large Cap Growth ESG ETF | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 404 Legg Mason Global Infrastructure ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 505 LM International Low Volatility High Dividend ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 606 Legg Mason Low Volatility High Dividend ETF | | ☐ | | ☐ | | ☐ | | | Fundname Drop-In 707 Legg Mason Small-Cap Quality Value ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 808 Western Asset Short Duration Income ETF | | ☐ | | ☐ | | ☐ | | Fundname Drop-In 909 Western Asset Total Return ETF | | ☐ | | ☐ | | ☐ | | | | | 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. | | 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 adjournmentsadjournment(s) or postponementspostponement(s) thereof.
|
| | | | | B | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | | 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
| | | | | | |
| | | | 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 |
| | | | | | | | | | | xxxxxxxxxxxxxx | | ETF 31873 | | M xxxxxxxx | | | | | | | | |
|