CLEARBRIDGE VALUE TRUST

CLEARBRIDGE SMALL CAP FUND

100 International Drive

Baltimore, Maryland 21202

[    ], 202[    ]

Dear Shareholder:

A special meeting of shareholders of each of ClearBridge Value Trust and ClearBridge Small Cap Fund (each a “Fund,” and together, the “Funds”) will be held at 280 Park Avenue, New York, New York 10017, on March 1, 2024 to vote on the proposals listed in the enclosed joint proxy statement. The special meeting of each Fund will be held at 10:00 a.m. (Eastern time).

ClearBridge Investments, LLC (“ClearBridge”) is each Fund’s investment manager and provides day-to-day portfolio management of each Fund, except for cash and short-term instruments that are allocated to Western Asset Management Company, LLC (“Western Asset”) for management. Franklin Templeton Fund Adviser, LLC (“FTFA”)¹ serves as the sub-administrator to each Fund. Each of ClearBridge, Western Asset, and FTFA are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

FTFA has proposed a restructuring of the management and administration arrangements of the Funds in order to align them with those of other Legg Mason and Franklin Templeton funds. As part of the restructuring, as to each Fund, shareholders are being asked to vote on the following proposals (1) to approve a new management agreement with FTFA whereby FTFA will provide overall management and administrative services to the Fund; (2) to approve a new subadvisory agreement between FTFA and ClearBridge whereby ClearBridge will provide day-to-day portfolio management services to the Fund as a subadviser to the Fund; and (3) to approve a new cash management subadvisory agreement between FTFA and Western Asset whereby Western Asset will provide cash management services to the Fund with respect to those assets that are allocated to Western Asset. The overall services provided to each Fund and the parties providing those services will be substantially the same as is currently the case, with ClearBridge continuing to provide day-to-day portfolio management services, FTFA continuing to provide administrative services, and Western Asset continuing to provide cash management services. In addition, FTFA as overall manager of the Fund will provide overall supervision of the services provided by ClearBridge and Western Asset.

In addition to the restructuring of the management and administrative arrangements, FTFA has also proposed certain changes to the fundamental investment policies of the Funds in order to align them with other Legg Mason and Franklin Templeton funds. These changes are not intended to change the investment objective or investment strategies of the Funds. Lastly, shareholders are being asked to authorize the Funds to rely on a “Manager of Managers” exemptive order, which would allow the Funds’ manager to appoint affiliated and unaffiliated subadvisers to provide subadvisory services to the Funds, without a shareholder vote, but subject to the approval of the Funds’ Board of Trustees (the “Board”). Although the Funds have no present intention to rely on the exemptive order, having the ability to do so would provide more flexibility to hire and terminate subadvisers without the delay and expenses of obtaining further shareholder approval.

¹ Prior to December 1, 2023, FTFA was known as Legg Mason Partners Fund Advisor, LLC.

The Board recommends that you vote “FOR” each of the proposals with respect to your Fund. However, before you vote, please read the full text of the joint proxy statement for an explanation of each of the proposals.

Your vote on these matters is important. Even if you plan to attend and vote in person at the meeting, please promptly follow the enclosed instructions to submit voting instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card and returning it in the accompanying postage-paid return envelope. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy by February 29, 2024.

If you have any questions about the proposals to be voted on, please call EQ Fund Solutions, LLC at (800) 581-3783.

TABLE OF CONTENTS

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 these materials.

Questions and Answers

¹ Prior to December 1, 2023, FTFA was known as Legg Mason Partners Fund Advisor, LLC.

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It is important that you vote promptly. This will help save the costs of further solicitation. In order to ensure that shares will be voted in accordance with your instructions, please submit your proxy by February 29, 2024.

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CLEARBRIDGE VALUE TRUST

CLEARBRIDGE SMALL CAP FUND

100 International Drive

Baltimore, Maryland 21202

[    ], 202[    ]

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS –

To Be Held March 1, 2024

A special meeting of the shareholders of each of ClearBridge Value Trust and ClearBridge Small Cap Fund (each, a “Fund”) (each, a “Meeting”) will be held at 280 Park Avenue, New York, New York 10017 on March 1, 2024, at 10:00 a.m. (Eastern time), to consider and vote on the following proposals with respect to the Fund, as more fully described in the accompanying Joint Proxy Statement:

The Funds’ Board of Trustees recommends that you vote “FOR” all proposals for your Fund. Shareholders of record at the close of business on December 8, 2023 are entitled to vote at the Meeting for your Fund and at any adjournments or postponements thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETINGS TO BE HELD ON MARCH 1, 2024: The joint proxy statement and your form of proxy card are available at https://vote.proxyonline.com/Franklin/docs/ClearBridgeProxy.pdf.

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If you own shares in both Funds as of December 8, 2023, you will receive two proxy cards. Please be certain to sign, date and return each proxy card you receive or vote by telephone or Internet for each proxy card you receive.

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CLEARBRIDGE VALUE TRUST

CLEARBRIDGE SMALL CAP FUND

100 International Drive

Baltimore, Maryland 21202

[    ], 202[    ]

JOINT PROXY STATEMENT

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (the “Board” and each Board member, a “Trustee”) of each of ClearBridge Value Trust and ClearBridge Small Cap Fund (each, a “Fund”) of proxies to be voted at a special meeting of shareholders of each Fund to be held on March 1, 2024 at 280 Park Avenue, New York, New York 10017 (each, a “Meeting”) and at any and all adjournments or postponements thereof. The Meetings will be held at 10:00 a.m. (Eastern time). The Meetings will be held for the purposes set forth in the accompanying Notice of the Meetings.

The Board has determined that the use of this Joint Proxy Statement for each Meeting is in the best interests of each Fund and its shareholders in light of the similar matters being considered and voted on by the shareholders of each of the Funds. This Joint Proxy Statement and the accompanying materials are being mailed to shareholders of the Funds on or about December 29, 2023.

Each Fund is organized as a series of Legg Mason Global Asset Management Trust, a Maryland statutory trust (the “Trust”). The Trust is registered as an investment company.

Shareholders of record of a Fund at the close of business on December 8, 2023 (the “Record Date”) are entitled to vote at the Meeting relating to that Fund.

Shareholders of a Fund are entitled to one vote for each dollar of net asset value of the Fund represented by the shareholder’s shares of that Fund. Shareholders of each Fund will vote as a single class on the proposals relating to their Fund. Shareholders are not entitled to any appraisal rights as the result of any proposal to be considered at the Meeting.

The number of shares of the ClearBridge Value Trust outstanding on December 8, 2023 is [] and the total net assets of the Fund as of such date are []. The number of shares of the ClearBridge Small Cap Fund outstanding on December 8, 2023 is [] and the total net assets of the Fund as of such date are [].

The Fund of which you are a shareholder is named on a proxy card included with this Joint Proxy Statement. If you own shares in both Funds, you will 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 affecting EACH Fund you own. If you vote by telephone or over the Internet, you may 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.

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All properly executed proxies received prior to a Fund’s Meeting will be voted at the Meeting. On the matters coming before each 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, the shares will be voted “FOR” each such proposal. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to any or all proposals at any time before a vote is taken on a proposal by filing with the applicable Fund a written notice of revocation (addressed to the Secretary of the Fund at the principal executive offices of the Fund at the address above), by delivering a duly executed proxy bearing a later date or by attending the Meeting and voting in person, in all cases prior to the exercise of the authority granted in the proxy card. Merely attending the Meeting, however, will not revoke any previously executed proxy. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

Satisfactory evidence of ownership of Fund shares will be required to vote at the Meetings. 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.

Annual reports are sent to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is October 31. 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 P.O. Box 33030, St. Petersburg, FL 33733-8030 or by calling toll free at 877-6LM-FUND/656-3863. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.

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

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Vote Required and Manner of Voting Proxies

A quorum of shareholders is required to take action at each Meeting. The holders of outstanding shares entitled to vote and present in person or by proxy representing thirty percent (30%) of the voting power of a Fund shall constitute a quorum for that Fund. For the purposes of establishing whether a quorum is present, all shares present and entitled to vote, including abstentions and broker non-votes, shall be counted. For each Fund, a quorum consists of 30% of the voting power of the shares of the Fund on the Record Date, based on each dollar of net asset value of the Fund represented by such shares.

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

Votes cast by proxy or in person at each Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at a Meeting. The inspectors of election will treat abstentions as present for purposes of determining a quorum.

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, your shares will be voted “FOR” each Proposal.

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 each Proposal before the Meeting. A broker-dealer that is a member of the New York Stock Exchange and that has not received instructions from a customer or client prior to the date specified in the broker-dealer firm’s request for voting instructions may not vote such customer’s or client’s shares with respect to non-routine proposals. All of the proposals are non-routine proposals.

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 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 Proposal may be deemed to authorize a service provider to vote such shares in favor of the applicable Proposal. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

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 and 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.

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In particular, failure to vote may not be an effective way to oppose these proposals. Therefore, you are strongly encouraged to give your broker-dealer, service agent or participating insurance company specific instructions as to how you want your shares to be voted.

Franklin Templeton and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of each Proposal. 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 each Proposal. If Franklin Templeton’s ownership, or the ownership of a client account over which Franklin Templeton has discretionary authority, represents a sizeable enough portion of a Fund’s outstanding shares, Franklin Templeton’s vote will ensure that the proposals for the Fund will be approved. Please see Appendix I 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 class of each Fund.

Each proposal:

Approval of each Proposal for a Fund will occur only if a sufficient number of votes at the Meeting are cast “FOR” that Proposal.

Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposals. Any abstentions or broker non-votes would effectively be treated as votes “AGAINST” all Proposals. “Broker non-votes” are shares held by brokers or nominees, typically in “street name,” as to which proxies have been returned but (a) instructions have not been received from the beneficial owners or persons entitled to vote and (b) the broker or nominee does not have discretionary voting power on a particular matter. Please note that broker non-votes are not expected with respect to the matters to be voted on because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.

Adjournments and Postponements

The Meeting with respect to a Fund 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

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final regardless of whether the Meeting is adjourned with respect to any other proposal. If we decide to hold the Meeting at a different time or in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website (http://www.franklintempleton.com/mutualfunds). An announcement will also be filed with the Securities and Exchange Commission via its EDGAR system. If the Meeting is postponed, the Fund will give notice of the postponement to shareholders. In the event of any inconsistency between this joint proxy statement and the Fund’s governing documents or applicable law, the Fund’s governing documents and applicable law will control.     

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PROPOSAL 1 — TO APPROVE A NEW MANAGEMENT AGREEMENT WITH FRANKLIN TEMPLETON FUND ADVISER, LLC

At the Meeting, you will be asked to approve a new management agreement between your Fund and Franklin Templeton Fund Adviser, LLC (“FTFA”)¹ (a “New Management Agreement”).

Introduction

ClearBridge Investments, LLC (“ClearBridge”) currently serves as manager to each Fund under an investment advisory and management agreement between your Fund and ClearBridge (each, a “Current Management Agreement”). FTFA currently serves as the sub-administrator to each Fund under an administration agreement between FTFA and ClearBridge (the “Administration Agreement”). Under these arrangements, ClearBridge provides day-to-day portfolio management services to each Fund and FTFA provides administration services to each Fund. Each Fund pays a management fee to ClearBridge for such services, and FTFA receives a sub-administration fee from ClearBridge, and not the Fund.

Under the New Management Agreement, (1) FTFA would supervise each Fund’s investments and continue to provide administration services that are substantially similar to the services it currently provides as sub-administrator, and (2) subject to shareholder approval as described in Proposal 2, FTFA and ClearBridge would enter into a subadvisory agreement under which ClearBridge would continue to provide day-to-day portfolio management services to each Fund. There would be no changes to the portfolio management services that are currently provided to your Fund under the New Management Agreement and the subadvisory agreement with ClearBridge. In particular, the ClearBridge portfolio managers who currently provide portfolio management services to your Fund under the Current Management Agreement would continue to provide such services to your Fund under the New Management Agreement and the subadvisory agreement with ClearBridge.

There will be no increase in the management fee rate paid by your Fund as a result of the New Management Agreement. There will be some adjustments to expense reimbursements, as discussed below. The new management and subadvisory arrangements are not expected to result in any diminution in the nature, extent, or quality of the management and administrative services provided to your Fund.

Under the New Management Agreement, the management fee payable by your Fund would be payable to FTFA, whereas under the Current Management Agreement the management fee is payable to ClearBridge. FTFA and ClearBridge are affiliated companies that are both indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).

As discussed below, the Current Management Agreement contains a provision that requires ClearBridge to reimburse certain expenses incurred by the Funds that is not included in the New Management Agreement. If shareholders approve the New Management Agreement for a Fund, FTFA has agreed to enter into separate contractual expense caps that are intended to compensate for that change for a transition period of two years. However, if FTFA does not extend the expense caps beyond the two

¹ Prior to December 1, 2023, FTFA was known as Legg Mason Partners Fund Advisor, LLC.

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year transition period, it is possible that the expenses of your Fund could go up over time, as indicated in the expense example under “Expenses under the New Management Agreement” below.

Shareholders are being asked to approve the New Management Agreement for their Fund in order to align the Fund’s investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds. Aligning the Funds’ investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds would also help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses and delays associated with obtaining shareholder approval, where shareholder approval would not otherwise be required. No such reorganizations have been proposed to the Board or Fund shareholders.

If shareholders do not approve the New Management Agreement with respect to your Fund, ClearBridge will continue to serve as the Fund’s manager under the Current Management Agreement, and FTFA will continue to serve as the Fund’s sub-administrator under the Administration Agreement. In addition, even if shareholders approve the New Management Agreement with respect to your Fund, the New Management Agreement will not take effect with respect to your Fund unless shareholders also approve a new subadvisory agreement with ClearBridge (Proposal 2) with respect to your Fund.

ClearBridge Small Cap Fund’s and ClearBridge Value Trust’s Current Management Agreements were last submitted to a vote of shareholders of the Fund on July 14, 2020 and July 29, 2020, respectively, in connection with the acquisition of the immediate parent of FTFA and ClearBridge by Franklin Resources. The Board last approved the continuation of the Current Management Agreement for each Fund on May  4, 2023.

Comparison of New Management Agreement with Current Management Agreement

Set forth below is a general description of the New Management Agreement and a comparison of its terms to the terms of the Current Management Agreement. A more detailed comparison of the terms of the New Management Agreement and the Current Management Agreement is set forth in Appendix A.The complete form of New Management Agreement is included in Appendix B. Each of the Current Management Agreement and the New Management Agreement are contracts made between the Fund and its manager (the “Manager”). Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, these contractual arrangements.

Compensation. Under the New Management Agreement, the management fee payable by your Fund would be payable to FTFA, whereas under the Current Management Agreement the management fee is payable to ClearBridge. Under the Current Management Agreement, ClearBridge, and not the Fund, pays a sub-administration fee to FTFA. Under the New Management Agreement, FTFA, and not the Fund, would pay a subadvisory fee to ClearBridge. However, FTFA and ClearBridge are affiliated companies that are both indirect, wholly-owned subsidiaries of Franklin Resources. Furthermore, there will be no change to the management fee rate payable by either Fund at current asset levels under the New Management Agreement. For ClearBridge Value Trust, the management fee payable at higher asset levels under the New Management Agreement would be lower than the management fee rate payable by the Fund under the Current Management Agreement.

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The New Management Agreement provides that as compensation for the services performed, the facilities furnished and the 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 rateset forth in the agreement (described below). The New Management Agreement further provides 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 shall be reduced by the aggregate management fees allocated to the Fund for the Fund’s then-current fiscal year from such other registered investment company. The Current Management Agreements contain similar provisions, except that the Current Management Agreements do not contemplate a reduction in the fee on the basis of the Fund’s investment in other registered investment companies advised or managed by the Manager or an affiliate of the Manager.

In addition, the Current Management Agreements provide that amounts payable to the Manager shall be reduced by the amount borne by the Fund for all auditing and accounting expenses and for the fees (but not the expenses) of the Fund’s independent trustees. The New Management Agreements do not contain such a reimbursement provision. For each Fund, if the New Management Agreement is approved by shareholders, FTFA has agreed for a period of at least two years to waive its management fee and/or reimburse Fund expenses at a level intended to offset the removal of the current reimbursement provision (such reimbursement amount was 0.01% for each Fund for the fiscal year ended October 31, 2023). For ClearBridge Small Cap Fund, FTFA will enter into a new contractual expense limitation agreement for Class C, Class R, Class I and Class IS (with the current expense limitations for Class A and Class FI remaining the same). For ClearBridge Value Trust, the current contractual expense limitation will be lowered for Class A, Class C, Class FI, Class R and Class I (with the current expense limitation agreement for Class IS remaining the same). (See the comparison of Current and Proposed Fees and Expenses below.)

ClearBridge Small Cap Fund. The management fee rate payable by ClearBridge Small Cap Fund under the New Management Agreement would be the same as the management fee rate payable by the Fund under the Current Management Agreement at all asset levels. Under both the Current Management Agreement and the New Management Agreement, ClearBridge Small Cap Fund pays a management fee at an annual rate that decreases as assets increase, as follows: 0.70% of the first $1 billion of average net assets, 0.68% of the next $1 billion of average net assets, 0.65% of the next $3 billion of average net assets, 0.62% of the next $5 billion of average net assets and 0.59% of average net assets over $10 billion.

ClearBridge Value Trust. The management fee rate payable by ClearBridge Value Trust under the New Management Agreement would be the same as the management fee rate payable by the Fund under the Current Management Agreement at current asset levels. The management fee payable under theNew Management Agreement would be lower than the management fee rate payable by the Fund under the Current Management Agreement at asset levels above $2.5 billion.

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Under both the Current Management Agreement and the New Management Agreement, ClearBridge Value Trust pays a management fee at an annual rate that decreases as assets increase, as follows:

Information about the aggregate fees paid to ClearBridge by each Fund during the last fiscal year under the Current Management Agreement can be found in Appendix C.

Comparison of Current and Proposed Fees and Expenses

Set forth below is a comparison, based on average net assets as of October 31, 2023, of each Fund’s fees and expenses under the Current Management Agreement and the Fund’s fees and expenses under the New Management Agreement.

CLEARBRIDGE SMALL CAP FUND

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Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:

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

Expenses under Current Management Agreement

Expenses under New Management Agreement

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CLEARBRIDGE VALUE TRUST

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Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes:

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

Expenses under Current Management Agreement

Expenses under New Management Agreement

Both Funds:

Investment Management Services. The New Management Agreement provides that, subject to the supervision of the Fund’s Board, the Manager shall regularly provide the Fund with investment research, advice, management and supervision, 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, shall determine what securities and other investments to purchase, retain, sell or exchange on behalf of the Fund, and shall implement those decisions in a manner that is consistent with the Trust’s governing documents, the 1940 Act and other applicable laws, rules and regulations and any other specific policies adopted by the Board. The Current Management Agreements contain similar provisions.

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The New Management Agreement further provides that the 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. 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 New Management Agreement states that 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. The Current Management Agreement for ClearBridge Small Cap Fund includes similar provisions, but the Current Management Agreement for ClearBridge Value Trust does not.

The New Management Agreement also provides that the Manager will 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 Current Management Agreements contain similar provisions, except that the provisions in the Current Management Agreements do not explicitly address the exercise by the Manager of voting rights, rights to consent to corporate action or other rights pertaining to the Fund’s portfolio securities.

The New Management Agreement further provides that, 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 service providers, (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 Current Management Agreements do not include similar provisions. The New Management Agreement further provides that, subject to the Board’s approval, the Manager or the Fund may enter into contracts with one or more investment subadvisers or sub-administrators, including without limitation, affiliates of the Manager, in which the Manager delegates to such investment subadvisers or sub-administrators any or all of its duties under the New Management Agreement, 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

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subadviser or sub-administrator and further provided that such contracts impose on any investment subadviser or sub-administrator bound thereby all the conditions to which the Manager is subject under the New Management Agreement and that such contracts are entered into in accordance with and meet all applicable requirements of the 1940 Act. The Current Management Agreements contain similar provisions.

The New Management Agreement further provides that the Manager (i) 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 and (ii) 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. The Current Management Agreements contain similar provisions.

Expenses. The New Management Agreement requires the Manager to bear all expenses, and to furnish all necessary services, facilities and personnel, in connection with its responsibilities under the agreement. Except for these expenses and as otherwise specifically indicated in the New Management Agreement, the Manager is not responsible for the Fund’s expenses. The Current Management Agreements contain similar provisions.

Conflicts of Interest. The New Management Agreement contains several provisions that address potential conflicts of interest that may arise in an investment advisory relationship. The New Management Agreement specifically provides that personnel of the Manager, even if serving the Fund as a Trustee, officer or employee, may nonetheless engage in any other business or 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. In addition, the Manager may engage in any other business or render services of any kind, including investment advisory and management services, to any other fund, firm, individual or association. The Current Management Agreements contain similar provisions.

The New Management Agreement provides that the Manager may not deal with itself, or with members of the Fund’s Board or any principal underwriter of the Fund, as principals or agents, in making purchases or sales of securities or other property for the Fund, nor may the Manager 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 under the 1940 Act and in accordance with such policies and procedures as may be adopted by the Fund from time to time. The Current Management Agreements do not contain similar provisions.

The New Management Agreement also provides that 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 must be allocated among the accounts in a manner deemed equitable by the Manager. In addition, if transactions of the 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 Board from time to time. The Current Management Agreements do not address the allocation of investment opportunities by the Manager.

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Limitation of Liability. Under the New Management Agreement, the Manager assumes responsibility only to render the services contemplated by the agreement in good faith. The Manager is not protected against any liability to the Fund arising from the Manager’s 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. The Current Management Agreements contain similar provisions.

Additionally, the New Management Agreement provides that the Manager 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. The Current Management Agreements do not expressly address these scenarios.

The Current Management Agreements state that the Manager shall not be responsible for any action of the Board in following or declining to follow any advice or recommendations of the Adviser. The New Management Agreement does not contain a similar provision.

Duration and Termination. If the New Management Agreement is approved, it will continue in effect until the second anniversary of the date of effectiveness, unless sooner terminated as provided in the agreement. Thereafter, if not terminated, the New Management Agreement shall continue in effect with respect to the Fund, so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act. The Current Management Agreements contain similar provisions. The New Management 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. The New Management 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. The Current Management Agreements contain similar provisions, except that (i) the Board, a majority of the outstanding voting securities of the Fund or the Adviser may not terminate either Current Management Agreement on less than 60 days’ notice and (ii) the Current Management Agreement for ClearBridge Small Cap Fund provides that the agreement shall terminate immediately and automatically upon its assignment, whether by the Adviser or the Fund, and does not contemplate assignment by the Fund with the Adviser’s consent.

Board Evaluation

At a meeting held on November 1-2, 2023, the Board, including a majority of the Trustees who are not “interested persons,” as defined in the 1940 Act, of the Funds or FTFA, ClearBridge or Western Asset (the “Independent Trustees”), considered each New Management Agreement and New Subadvisory Agreement. (The New Management Agreement and the New Subadvisory Agreements for each Fund are referred to, collectively, as the “New Agreements,” the Current Management Agreement and the Current Subadvisory Agreement for each Fund are referred to, collectively, as the “Current Agreements,” and FTFA, ClearBridge and Western Asset are referred to, collectively, as the “Advisers.”)

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At the Board meeting, representatives of the Advisers made presentations to, and responded to questions from, the Board. After the presentations and after reviewing the written materials provided, the Independent Trustees met in executive session with their counsel to consider the New Agreements.

Among other things, the Board considered:

(i) the fact that the management fee rates payable by each Fund will not increase by virtue of the New Agreements, but will remain the same (or will be lower, at higher asset levels, for ClearBridge Value Trust), and that the removal of the Manager’s obligation to reimburse certain expenses under the Current Management Agreements would be offset by contractual expense caps that FTFA has agreed to keep in place for at least two years;

(ii) the Advisers’ representation that, under the proposed arrangement, there will be no diminution in the nature, quality and extent of services provided to the Fund under the revised structure with FTFA as manager, and ClearBridge and Western Asset as subadvisers;

(iii) that ClearBridge will continue to provide day-to-day portfolio management services to each Fund, albeit in the capacity of subadviser rather than manager, and that the same portfolio managers will continue to provide services to the Funds under the new subadvisory arrangement;

(iv) the terms and conditions of the New Agreements, including a comparison of the form of each New Agreement to the form of its corresponding Current Agreement, as applicable;

(v) that the Current Agreements are the product of multiple years of review and negotiation and information received and considered by the Trustees in the exercise of their business judgment during those years, and that within the past year the Board has performed a full review of and approved the Current Agreements as required by the 1940 Act, having determined in the exercise of the Board’s business judgment that each of ClearBridge and Western Asset 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 Trustees considered relevant in the exercise of their business judgment, including that the fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels (the date of each Board’s most recent full annual review of the Current Agreements was May 3-4, 2023);

(vi) the fact that the Trustees are familiar with the investment management services of FTFA, and have multiple years of experience with respect to FTFA’s capabilities, resources and personnel for other funds within the Trust that have appointed FTFA as manager;

(vii) that the Funds will not bear the costs of obtaining shareholder approval of the New Agreements;

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(viii) that aligning the New Agreements with those of other funds overseen by the Board would help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses and delays associated with obtaining shareholder approval, where shareholder approval would not otherwise be required; and

(ix) that aligning the New Agreements with those of other funds overseen by the Board with respect to the bearing of expenses will help streamline the expense management and oversight process and thereby reduce the potential for errors in calculating fees and expenses associated with differing arrangements.

Certain of these considerations are discussed in more detail below.

In connection with their evaluation of the terms and conditions of the New Agreements, the Board considered information received in connection with the most recent continuation of each Current Agreement, as well as the materials and presentations they received in connection with the New Agreements. The Trustees also noted that they had received information with respect to FTFA, ClearBridge and Western Asset at quarterly Board meetings. In approving the New Agreements, the Board, including the Independent Trustees, considered a variety of factors, including those factors discussed below. No single factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve the New Agreements. Each Trustee may have attributed different weight to the various factors in evaluating the New Agreements. The Trustees evaluated all information available to them on a Fund-by-Fund basis with respect to their consideration of the New Agreements, and their determinations were made separately in respect of each Fund.

The discussion below for each Fund addresses both the management and the administrative functions to be rendered by FTFA as the manager for the Fund pursuant to the New Management Agreement, as well as the advisory functions to be rendered by ClearBridge and Western Asset pursuant to the New Subadvisory Agreements for the Fund. The Independent Trustees considered the New Management Agreement and the New Subadvisory Agreements separately in the course of their review. In doing so, they considered the respective roles of the Manager and the subadvisers in providing services to the Fund.

The Independent Trustees were advised by separate independent legal counsel throughout the process. In connection with the most recent continuation of the Current Agreements, the Independent Trustees received a memorandum from legal counsel discussing the legal standards for their consideration of the New Agreements for each Fund. The Independent Trustees of each Fund reviewed the proposed approval of the New Agreements for each Fund with their independent legal counsel in private sessions at which no representatives of the Advisers or their affiliates were present.

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

The Board noted that FTFA currently provides sub-administrative services to the Funds, ClearBridge currently provides investment advisory services to the Funds (along with additional management and administrative services as manager), and that Western Asset currently provides cash

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management advisory services to the Funds. The Board considered that under the New Agreements, FTFA, ClearBridge and Western Asset would be providing the same investment advisory and administrative services that they currently provide to the Funds, but that under the New Agreements FTFA (rather than ClearBridge) would serve as manager of the Funds and ClearBridge would provide investment advisory services as a subadviser to the Funds. The Board noted that Western Asset would continue to provide cash management services as a subadviser to the Funds.

The Board acknowledged that they had previously received and considered information regarding the nature, extent and quality of services provided to each Fund by FTFA, ClearBridge and Western Asset under the Current Agreements, as well as information regarding the nature, extent and quality of services provided by FTFA as manager and ClearBridge and Western Asset as subadvisers to numerous other funds overseen by the Board. The Board’s evaluation of the services provided by the Advisers took into account the Trustees’ knowledge gained as Trustees of other funds in the Legg Mason Funds complex overseen by the Trustees, including knowledge gained regarding the scope and quality of the investment management and other capabilities of the Advisers, and the quality of FTFA’s proposed administrative and other services. Among other things, the Board considered that the Advisers had advised the Board thatthe new management and subadvisory arrangements are not expected to result in any diminution in the nature, quality and extent of services provided to the Funds and their shareholders by the Advisers, including compliance services, and that no changes to portfolio management personnel are contemplated in connection with the new management and subadvisory arrangements.

The Board observed that the scope of services provided by the Advisers, and of the undertakings required by the Advisers in connection with those services, including maintaining and monitoring their own and the Fund’s compliance programs, liquidity management programs, derivatives risk management programs, cybersecurity programs and valuation-related policies had expanded over time as a result of regulatory, market and other developments. The Board also noted that on a regular basis it received and reviewed information from the Advisers regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the 1940 Act. The Board also considered 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 Advisers.

The Board also reviewed the qualifications, backgrounds and responsibilities of the senior personnel of the Advisers and the team of investment professionals primarily responsible for the day-to-day portfolio management of each Fund. The Board also considered, based on its knowledge of the Advisers and the Advisers’ affiliates, the financial resources of Franklin Resources, the parent organization of the Advisers. The Board recognized the importance of having a fund manager with significant resources.

The Board considered the division of responsibilities among the Advisers under the Current Agreements, and the oversight provided by ClearBridge under the Current Agreements, and the proposed division of responsibilities among the Advisers under the New Agreements and the oversight to be provided by FTFA under the New Agreements. The Board considered the policies and practices

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of each Adviser regarding the selection of brokers and dealers and the execution of portfolio transactions. The Board considered management’s periodic reports to the Board on, among other things, its business plans, any organizational changes and portfolio manager compensation.

The Board noted that they had previously received performance information for each 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 had been provided with a description of the methodology used to determine the similarity of the respective Fund with the funds included in the Performance Universe. In previous reviews, while the Board 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 received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against its benchmark and against the Fund’s peers. The Board took the information received throughout the year into account. In addition, the Board considered each Fund’s performance in light of overall financial market conditions.

The information comparing ClearBridge Small Cap Fund’s performance to that of its Performance Universe, consisting of funds (including the Fund) classified as small-cap core funds by Lipper, showed, among other data, that the performance of the Fund’s Class I shares for the 1-, 3-, 5- and 10-yearperiods ended December 31, 2022 was below the median performance of the funds in the Performance Universe for the 1-, 3- and 5-year periods and approximately equivalent to the median performance of the funds in the Performance Universe for the 10-year period. The Board noted the explanations from ClearBridge concerning the reasons for the Fund’s relative performance versus the peer group for various periods. The Board noted that the Fund’s performance was ahead of its benchmark and peer group for the year-to-date ended September 30, 2023.

The information comparing ClearBridge Value Trust’s performance to that of its Performance Universe, consisting of funds (including the Fund) classified as multi-cap value funds by Lipper, showed, among other data, that the performance of the Fund’s Class I shares for the 1-, 3-, 5- and 10-year periods ended December 31, 2022 was below the median performance of the funds in the Performance Universe for the 1-year period and above the median performance of the funds in the Performance Universe for the 3-, 5- and 10-year periods and ranked in the first quintile of the funds in the Performance Universe for the 3-, 5- and 10- year periods. The Board noted the explanations from ClearBridge concerning the reasons for the Fund’s relative performance versus the peer group for various periods. The Board noted that the Fund’s performance was ahead of its benchmark and peer group for the year-to-date ended September 30, 2023.

Based on their review of the materials provided and the assurances they have received from FTFA and ClearBridge, the Board of Trustees determined that the nature and quality of services expected to be provided, including performance, under the New Agreements would be satisfactory and consistent with the terms of the New Agreements.

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Management fees and expense ratios

The Board noted under the New Agreements, the Funds would receive the same investment advisory and administrative services that they currently receive under the Current Agreements, but that under the New Management Agreements FTFA, rather than ClearBridge, would serve as manager of the Funds. They noted that the management fee rates payable to FTFA under the New Management Agreements would be the same as the management fee rates payable to ClearBridge under the Current Agreements, except that for ClearBridge Value Trust the management fee rate would be lower under the New Management Agreement if the assets of the Fund exceed $2.5 billion. The Board also considered that the removal of the Manager’s obligation to reimburse certain expenses under the Current Management Agreements would be offset by contractual expense caps that FTFA has agreed to keep in place for at least two years.

The Board reviewed and considered the contractual management fee payable by each Fund to ClearBridge under its Current Management Agreement (the “Contractual Management Fee”) and the actual management fees previously paid by each Fund to ClearBridge after giving effect to breakpoints and waivers (the “Actual Management Fee”), in light of the nature, extent and quality of the services provided by the Advisers. The Board also considered that, under each New Management Agreement, the compensation paid to the subadvisers would be the responsibility and expense of FTFA, not the Fund.

The Board considered information previously provided by Broadridge comparing the Contractual Management Fee and the Actual Management Fee for each Fund under the Current Management Agreement, 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 noted that it had previously reviewed information regarding fees charged by the Advisers to other U.S. clients investing primarily in an asset class similar to that of each Fund, including, where applicable, institutional separate and commingled accounts, retail managed accounts and third-party sub-advised funds.

The Advisers had also reviewed with the Board the differences in services provided to these different types of accounts, including that each 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 other Fund service providers. The Board noted that it had previously considered the fee comparisons in light of the differences in management of these different types of accounts and the differences in the degree of entrepreneurial and other risks borne by the Advisers in managing each Fund and in managing other types of accounts.

The Board also considered the overall management fee, the fees of each subadviser and the amount 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 noted that it had also previously

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received an analysis of complex-wide management fees provided by FTFA, which, among other things, set out a framework of fees based on asset classes.

For ClearBridge Small Cap Fund, the Board previously received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee under the Current Management Agreement as well as its actual total expense ratio with those of a group of funds consisting of 18 small-cap core funds (including the Fund) selected by Broadridge to be comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Broadridge consisting of small-cap core funds (including the Fund) (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee was below the median of management fees payable by the funds in the Expense Group and that the Fund’s Actual Management Fee was below the median of management fees paid by the funds in the Expense Group and below the median of management fees paid by the funds in the Expense Universe. This information also showed that the Fund’s actual total expense ratio was below the median of the total expense ratios of the funds in the Expense Group and below the median of the actual total expense ratios of the funds in the Expense Universe. The Board considered the limitation on the Fund’s expenses then in effect.

For ClearBridge Value Trust, the Board previously received and considered information comparing the Fund’s Contractual Management Fee and Actual Management Fee under the Current Management Agreement as well as its actual total expense ratio with those of a group of funds consisting of 18 multi-cap value funds (including the Fund) selected by Broadridge to be comparable to the Fund (the “Expense Group”), and a broader group of funds selected by Broadridge consisting of multi-cap value funds (including the Fund) (the “Expense Universe”). This information showed that the Fund’s Contractual Management Fee was approximately equivalent to the median of management fees payable by the funds in the Expense Group and that the Fund’s Actual Management Fee was above the median of management fees paid by the funds in the Expense Group and above the median of management fees paid by the funds in the Expense Universe. This information also showed that the Fund’s actual total expense ratio was approximately equivalent to the median of the total expense ratios of the funds in the Expense Group and approximately equivalent to the actual total expense ratios of the funds in the Expense Universe. The Board also considered the limitation on the Fund’s expenses then in effect.

As noted above, in considering the New Agreements, the Board considered that the management fee rates payable to FTFA under the New Management Agreements would be the same as the management fee rates payable to ClearBridge under the Current Agreements, except that for ClearBridge Value Trust the management fee rate would be lower under the New Management Agreement if the assets of the Fund exceed $2.5 billion. The Board also considered that the removal of the Manager’s obligation to reimburse certain expenses under the Current Management Agreements would be offset by contractual expense caps that FTFA has agreed to keep in place for at least two years.

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

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Profitability

The Board noted that it had previously received and considered an analysis of the profitability of FTFA, ClearBridge, Western Asset, and their affiliates in providing services to the Funds and other funds in Legg Mason Funds complex. The Board also previously received information with respect to the Legg Mason Funds complex as a whole. The Board previously received information with respect to the allocation methodologies used in preparing this profitability data. It was noted that the allocation methodologies had previously been reviewed by an outside consultant. The Board noted the reconfiguration of certain responsibilities of the Advisers under the New Agreements, but recognized that the overall services that the Advisers would provide to the Funds under the New Agreements, and the fees payable by the Funds for those services, would not change at current asset levels. The profitability of the Advisers was considered by the Board to be not excessive in light of the nature, extent and quality of the services provided to the Fund.

Economies of scale

The Board previously received information concerning whether the Advisers realize economies of scale as the respective Fund’s assets grow. The Board noted that under both the Current Management Agreement and the New Management Agreement, there were breakpoints in the management fee, reflecting the potential for reducing the blended rate of the management fee as the Fund grows. With respect to ClearBridge Value Trust, the Board also considered the changes to the fee breakpoints under the New Management Agreement, and that the management fee rate would be lower if the assets of the Fund exceed $2.5 billion. The Board considered whether the breakpoint fee structure was a reasonable means of sharing any economies of scale or other efficiencies that might accrue from increases in the Fund’s asset levels. The Board noted that ClearBridge Small Cap Fund had not reached the specified asset level at which a breakpoint to its management fee would be triggered. The Board noted that ClearBridge Value Trust had reached the specified asset level at which a breakpoint to its management fee would be triggered. The Board determined that the management fee structure for each Fund, including breakpoints, was reasonable.

Other benefits to the Advisers

The Board considered other benefits received by the Advisers and their affiliates as a result of their relationship with the Funds, including the opportunity to offer additional products and services to Fund shareholders, including the appointment of an affiliate of the Advisers as the transfer agent of each Fund.

In light of the costs of providing investment management and other services to the Funds and the ongoing commitment of the Advisers to the Funds, the Board considered that the ancillary benefits that the Advisers and their affiliates receive were reasonable.

Conclusion

After consideration of the factors described above as well as other factors, and in the exercise of their business judgment, with respect to each Fund, the Board, including the Independent Trustees,

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concluded that the New Agreements, including the fees payable thereunder, were fair and reasonable and that, with respect to each Fund, entering into the New Agreements for the Fund was in the best interests of the Fund’s shareholders, and voted to approve the New Agreements and to recommend that shareholders approve the New Agreements.

Information about Franklin Resources, FTFA, ClearBridge, Western Asset and Other Affiliated Service Providers

Franklin Resources, Inc.

FTFA, ClearBridge and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, a Delaware corporation. Franklin Resources, 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. As of September 30, 2023, Franklin Templeton’s asset management operations had aggregate assets under management of approximately $1.37 trillion.

Advisers

FTFA provides certain administrative services to the Funds pursuant to a sub-administration agreement with ClearBridge. FTFA, with offices at 280 Park Avenue, New York, New York 10017, also serves as the investment manager of other Legg Mason-sponsored funds. As of September 30, 2023, FTFA’s total assets under management were approximately $171.9 billion.

ClearBridge is the Funds’ investment manager and provides the day-to-day portfolio management of the Funds, except for any portion of a Fund’s cash and short-term instruments that is allocated to Western Asset for management. 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 60 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of September 30, 2023, ClearBridge’s total assets under management (including assets under management for ClearBridge Investments Limited, an affiliate of ClearBridge) were approximately $155.2 billion, including $31.1 billion for which ClearBridge provides non-discretionary investment models to managed account sponsors.

Western Asset manages the portion of each Fund’s cash and short-term instruments allocated to it. 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 acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. As of September 30, 2023, the total assets under management of Western Asset and its supervised affiliates were approximately $365.2 billion.

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Other Affiliated Service Providers

Franklin Distributors, 100 International Drive, Baltimore, Maryland 21202, a wholly-owned broker/dealer subsidiary of Franklin Resources, serves as the sole and exclusive distributor of the Funds pursuant to a written agreement.

Additional Information about FTFA, ClearBridge, Western Asset and Other Affiliated Service Providers

The tables set forth in Appendix C show the aggregate fees paid to ClearBridge as the current manager of the Funds, as well as amounts paid to affiliates of ClearBridge during the Funds’ most recently completed fiscal year. There were no other material payments by the Funds to ClearBridge or any of its affiliates during that period. No Fund paid brokerage commissions to an affiliated broker during the Fund’s most recently completed fiscal year.

The names and principal occupations of the trustees and principal executive officers (or persons performing similar functions) of FTFA, ClearBridge and Western Asset are as set forth in Appendix D-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 Trustee of the Funds, is an employee of Franklin Resources or its affiliates as set forth in Appendix D-2.No Independent Trustee of a Fund owns any securities of or has any other material direct or indirect interest in, FTFA, ClearBridge, Western Asset, Franklin Resources or any of their respective affiliates.

FTFA, ClearBridge and Western Asset 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 E lists such other funds advised by FTFA, ClearBridge and Western Asset, the net assets of those funds, and the management fee rates payable by 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 FTFA 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.”

The Board recommends that you vote “FOR” this proposal.

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PROPOSAL 2—TO APPROVE A NEW SUBADVISORY AGREEMENT WITH CLEARBRIDGE INVESTMENTS, LLC

At the Meeting, you will be asked to approve a new subadvisory agreement between FTFA and ClearBridge (the “ClearBridge Subadvisory Agreement”) with respect to your Fund.

Introduction

As noted in the discussion under Proposal 1 above, ClearBridge currently serves as the manager of each Fund. In connection with the proposed restructuring of each Fund’s management arrangements, it is proposed that, subject to shareholder approval of Proposal 1, FTFA would serve as manager of each Fund, and, subject to shareholder approval as described in this Proposal 2, FTFA and ClearBridge would enter into the ClearBridge Subadvisory Agreement under which ClearBridge would continue to provide day-to-day portfolio management services to each Fund. Under the New Management Agreement and the ClearBridge Subadvisory Agreement, there would be no changes to the portfolio management services that are currently provided to your Fund. In particular, the ClearBridge portfolio managers who currently provide portfolio management services to your Fund would continue to provide such services to your Fund under the ClearBridge Subadvisory Agreement.

The new management and subadvisory arrangements are not expected to result in any diminution in the nature, extent, or quality of the management and administrative services provided to your Fund. There will be no increase in management fees payable by the Fund as a result of the new ClearBridge Subadvisory Agreement for your Fund. FTFA, and not the Fund, would pay a subadvisory fee to ClearBridge under the ClearBridge Subadvisory Agreement.

As discussed in Proposal 1, shareholders are being asked to approve the ClearBridge Subadvisory Agreement for their Fund in order to align the Fund’s investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds.    Aligning the Funds’ investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds would also help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses and delays associated with obtaining shareholder approval, where shareholder approval would not otherwise be required. No such reorganizations have been proposed to the Board or Fund shareholders.

If shareholders do not approve the ClearBridge Subadvisory Agreement with respect to your Fund, ClearBridge will continue to serve as the Fund’s manager under the Current Management Agreement, and FTFA will continue to serve as the Fund’s sub-administrator under the Administration Agreement. In addition, even if shareholders approve the ClearBridge Subadvisory Agreement with respect to your Fund, the ClearBridge Subadvisory Agreement will not take effect with respect to your Fund unless shareholders also approve the New Management Agreement (Proposal 1) with respect to your Fund.

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Description of the New ClearBridge Subadvisory Agreement

Set forth below is a general description of the new ClearBridge Subadvisory Agreement. The complete form of ClearBridge Subadvisory Agreement is included in Appendix F.If approved by shareholders, the ClearBridge Subadvisory Agreement for each Fund would be entered into by FTFA and ClearBridge. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, these contractual arrangements.

Fees. Under the ClearBridge Subadvisory Agreement, FTFA will pay ClearBridge 70% of the management fee FTFA receives from a Fund, net of any waivers and expense reimbursements. The Fund would not compensate ClearBridge for its services under the ClearBridge Subadvisory Agreement.

Investment Subadvisory Services. The ClearBridge Subadvisory Agreement provides that, subject to the supervision of the Fund’s Board of Trustees and FTFA, ClearBridge will regularly provide the Fund, with respect to that portion of the Fund’s assets allocated to ClearBridge by FTFA, 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 ClearBridge.

Under the ClearBridge Subadvisory Agreement, ClearBridge 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 adopted by the Fund’s Board that may modify or restrict ClearBridge’s authority regarding the execution of the Fund’s portfolio transactions provided in the Agreement and described below, ClearBridge 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 ClearBridge or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” ClearBridge 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 or spread another broker or dealer would have charged for effecting that transaction if ClearBridge 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 ClearBridge and its affiliates have with respect to accounts over which they exercise investment discretion.

The ClearBridge Subadvisory Agreement further provides that ClearBridge will exercise voting rights, rights to consent to corporate action and any other rights pertaining to its allocated portion of the

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Fund’s assets in accordance with ClearBridge’s policies and procedures, subject to such direction as the Board may provide and will perform such other functions of investment management and supervision as may be directed by the Board.

Under the ClearBridge Subadvisory Agreement, ClearBridge agrees that it will keep records relating to the services it provides the Fund in accordance with applicable laws.

Payment of Expenses. The ClearBridge Subadvisory Agreement requires ClearBridge 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, ClearBridge is not responsible for the Fund’s expenses. ClearBridge is required to bear all expenses in connection with the performance of its services under the agreement.

Potential Conflicts of Interest. Each Fund and FTFA and ClearBridge have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. The ClearBridge Subadvisory Agreement also contains provisions that address potential conflicts of interest. Among other things, this agreement provides that, if the purchase or sale of securities consistent with the investment policies of the Fund or one or more other accounts of ClearBridge 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 ClearBridge. In addition, if transactions of the Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with ClearBridge’s policies and procedures as presented to the Board from time to time. The ClearBridge Subadvisory Agreement specifically provides that ClearBridge may engage in any other business or render services of any kind.

The ClearBridge Subadvisory Agreement also permits ClearBridge to delegate to an affiliate or employees of an affiliate certain of its duties under the Agreement, as long as ClearBridge supervises the affiliate or the employees. Any such arrangement must be entered into in accordance with the 1940 Act and does not relieve ClearBridge of any of its obligations under the Agreement.

Limitation on Liability. Under the ClearBridge Subadvisory Agreement, ClearBridge is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Funds. ClearBridge 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 ClearBridge who may provide services to the Fund as contemplated by the subadvisory agreement. The ClearBridge Subadvisory Agreement also provides that ClearBridge assumes no responsibility other than to render the services called for by the agreement in good faith, and that ClearBridge is not liable for any error of judgment or mistake of law.

Term and Continuance. If approved by shareholders, the ClearBridge Subadvisory Agreement will go into effect promptly following approval for an initial two-year period. Thereafter, if not terminated, the ClearBridge 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

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the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board of Trustees who are not interested persons of any party to the ClearBridge Subadvisory Agreement, as required by the 1940 Act.

Termination. The ClearBridge 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 a Fund, in each case on not more than 60 day’s nor less than 30 days’ written notice to ClearBridge, or by ClearBridge, upon not less than 90 days’ written notice to the Fund and the Manager. The Agreement may also be terminated upon the mutual written consent of the Manager and the Subadviser. The Subadvisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act), and shall not be assignable by the Manager without the consent of ClearBridge as subadviser.

Board Evaluation

At the meeting held on November 1-2, 2023, at which the Board of your Fund considered approval of your Fund’s New Management Agreement, the Board of your Fund, including the Independent Trustees, also considered approval of the ClearBridge Subadvisory Agreement with respect to your Fund.

The Board’s considerations regarding the ClearBridge Subadvisory Agreement are discussed in Proposal 1 above.

Required Vote

To become effective with respect to your Fund, the ClearBridge Subadvisory Agreement 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.”

The Board recommends that you vote “FOR” this proposal.

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PROPOSAL 3—TO APPROVE A NEW SUBADVISORY AGREEMENT WITH WESTERN ASSET MANAGEMENT COMPANY, LLC

At the Meeting, you will be asked to approve a new subadvisory agreement between FTFA and Western Asset (the “New Western Asset Subadvisory Agreement”) with respect to your Fund.

Introduction

As noted in the discussion under Proposal 1 above, Western Asset currently serves as a subadviser to the Fund with responsibility for cash management services under the terms of a subadvisory agreement between ClearBridge and Western Asset (the “Current Western Asset Subadvisory Agreement”). In connection with the proposed restructuring of each Fund’s management arrangements, it is proposed that, subject to shareholder approval of Proposal 1, FTFA would serve as manager of each Fund, and, subject to shareholder approval as described in this Proposal 3, FTFA and Western Asset would enter into the New Western Asset Subadvisory Agreement under which Western Asset would continue to be responsible for cash management services for the Fund. Under the New Western Asset Subadvisory Agreement, there would be no changes to the cash management services that are currently provided to your Fund. In particular, the Western Asset portfolio managers who currently provide cash management services to your Fund would continue to provide such services to your Fund under the New Western Asset Subadvisory Agreement.

The new management and subadvisory arrangements are not expected to result in any diminution of the cash management and related services provided by Western Asset to your Fund. There will be no increase in management fees payable by the Fund as a result of the New Western Asset Subadvisory Agreement for your Fund. In particular, FTFA, and not the Fund, would pay a subadvisory fee to Western Asset under the New Western Asset Subadvisory Agreement.

As discussed in Proposal 1, shareholders are being asked to approve the New Western Asset Subadvisory Agreement for their Fund in order to align the Fund’s investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds. Aligning the Funds’ investment management and administration arrangements with those of other Legg Mason and Franklin Templeton funds would also help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses and delays associated with obtaining shareholder approval, where shareholder approval would not otherwise be required. No such reorganizations have been proposed to the Board or Fund shareholders.

The New Western Asset Subadvisory Agreement will not take effect with respect to your Fund unless: (a) shareholders approve the New Western Asset Subadvisory Agreement and (b) shareholders also approve the New Management Agreement (Proposal 1) and the ClearBridge Subadvisory Agreement (Proposal 2) with respect to your Fund. If shareholders do not approve the New Western Asset Subadvisory Agreement with respect to your Fund and do not approve Proposals 1 and 2, Western Asset will continue to serve as a subadviser to the Fund with responsibility for cash management services under the Current Western Asset Subadvisory Agreement. If shareholders do not approve the New Western Asset Subadvisory Agreement, but approve Proposal 1 and 2, the Current Western Asset Subadvisory Agreement will be terminated, and Western Asset will not provide cash management services to the Funds.

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Description of the New Western Asset Subadvisory Agreement

Set forth below is a general description of the New Western Asset Subadvisory Agreement and a comparison of its terms to those of the Current Western Asset Subadvisory Agreement. A more detailed comparison of the terms of the New Western Asset Subadvisory Agreement and the Current Western Asset Subadvisory Agreement is set forth in Appendix G. The complete form of New Western Asset Subadvisory Agreement is included in Appendix F.Each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement are contracts made between the Fund’s manager and Western Asset. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, these contractual arrangements.

ClearBridge Small Cap Fund’s and ClearBridge Value Trust’s Current Western Asset Subadvisory Agreements were last submitted to a vote of shareholders of the Funds on July 14, 2020 and July 29, 2020, respectively, in connection with the acquisition of the immediate parent of Western Asset by Franklin Resources. The Board last approved the continuation of the Current Western Asset Subadvisory Agreement for each Fund on May 4, 2023.

Comparison of the Current Western Asset Subadvisory Agreement with the New Western Asset Subadvisory Agreement

Fees. There is no change in the fees payable to Western Asset for investment subadvisory services under the New Western Asset Subadvisory Agreement. Under each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement, Western Asset receives 0.02% of the portion of the Fund’s average daily net assets allocated to Western Asset for the management of cash and other short-term instruments, net of expense waivers and reimbursements. Under the Current Western Asset Subadvisory Agreement, ClearBridge, and not the Fund, pays such fee to Western Asset out of the fee ClearBridge receives from the Fund. Under the New Western Asset Subadvisory Agreement, FTFA, and not the Fund, would pay such fee to Western Asset out of the fee FTFA receives from the Fund.

Investment Subadvisory Services. Each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement provides that, subject to the supervision of the Board and FTFA, Western Asset will regularly provide the Fund, with respect to that portion of the Fund’s assets allocated to Western Asset by FTFA, 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 Board and disclosed to Western Asset.

Under each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement, Western Asset is authorized to place orders for investments with brokers, dealers and others selected by it, including 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

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Fund and/or the other accounts over which Western Asset or its affiliates exercise investment discretion, a practice commonly referred to as “soft dollars.” Western Asset 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 or spread another broker or dealer would have charged for effecting that transaction if Western Asset 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. In making such determination Western Asset shall consider all factors it deems relevant.

Each of the Current Western Asset Subadvisory Agreement and New Western Asset Subadvisory Agreement further provides that Western Asset will exercise voting rights, rights to consent to corporate action and any other rights pertaining to its allocated portion of the Fund’s assets in accordance with Western Asset’s policies and procedures, subject to such direction as the 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, Western Asset 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 Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement requires Western Asset 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, Western Asset is not responsible for the Fund’s expenses.

Potential Conflicts of Interest. Each Fund and FTFA and Western Asset have adopted policies and procedures to address certain potential conflicts of interest that may arise in a typical investment advisory relationship. Each of the Current Western Asset Subadvisory Agreements and the New Western Asset Subadvisory Agreements provide that transactions in securities purchased or sold for more than one account must be allocated among the accounts in a manner deemed equitable by Western Asset. In addition, if transactions of the Fund and another client are combined, as permitted by applicable laws and regulations, such transactions must be consistent with Western Asset’s policies and procedures as presented to the Board from time to time. Each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement specifically provides that Western Asset may engage in any other business or render services of any kind.

Each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement also permits Western Asset to delegate to an affiliate or employees of an affiliate certain of its duties under the Agreement, as long as Western Asset supervises the affiliate or the employees. Any such arrangement must be entered into in accordance with the 1940 Act and does not relieve Western Asset of any of its obligations under the Agreement.

Limitation on Liability. Under each of the Current Western Asset Subadvisory Agreement and the New Western Asset Subadvisory Agreement, Western Asset is not liable for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund. Western

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Asset 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 Western Asset who may provide services to the Fund as contemplated by the Subadvisory Agreement. The Current Western Asset Subadvisory Agreement and New Western Asset Subadvisory Agreement also provide that Western Asset assumes no responsibility other than to render the services called for by the Agreement in good faith, and that Western Asset is not liable for any error of judgment or mistake of law.

Term and Continuance. If approved by shareholders, the New Western Asset Subadvisory Agreement will go into effect promptly following approval for an initial two-year period. Thereafter, if not terminated, the New Western Asset 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 of Trustees who are not interested persons of any party to the New Western Asset Subadvisory Agreement, as required by the 1940 Act. The Current Western Asset Subadvisory Agreement for the Funds has similar provisions for its term and continuance, although the initial dates of the agreements differ and the initial two-year period has elapsed for the Current Western Asset Subadvisory Agreement.

Termination. Each of the Current Western Asset Subadvisory Agreement and the New Western Asset 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, in each case on not more than 60 days’ nor less than 30 days’ written notice to Western Asset, or by Western Asset, upon not less than 90 days’ written notice to the Fund and the Manager. Each New Western Asset Subadvisory Agreement may also be terminated upon the mutual written consent of the Manager and Western Asset. Each New Western Asset Subadvisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

Board Evaluation

At the meeting held on November 1-2, 2023, at which the Board of your Fund considered approval of your Fund’s New Management Agreement, the Board of your Fund, including the Independent Trustees, also considered approval of the New Western Asset Subadvisory Agreement with respect to your Fund.

The Board’s considerations regarding the New Western Asset Subadvisory Agreement are discussed in Proposal 1 above.

Required Vote

To become effective with respect to your Fund, the New Western Asset Subadvisory Agreement 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.”

The Board recommends that you vote “FOR” this proposal.

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PROPOSAL 4—TO AMEND THE FUNDAMENTAL POLICIES OF THE FUNDS

The Funds, like all mutual funds, are required by law to have policies governing certain of their investment practices that may only be changed with shareholder approval. These policies are referred to as “fundamental.”

The Board has reviewed each Fund’s current fundamental policies and has concluded that certain policies should be revised in order to align them with other Legg Mason and Franklin Templeton funds. A comparison of each Fund’s current fundamental policies with the fundamental policies that will apply to each Fund if each proposal is approved by shareholders of that Fund appears in Appendix H. At the Meeting, shareholders will be asked to approve the revised policies. These changes are not intended to change the investment objective or investment strategies of the Funds.

As mentioned above, the revised policies provide consistency and uniformity with other funds in the same fund complex. The revised fundamental policies are expected to facilitate the management of each Fund’s assets and to simplify the process of monitoring compliance with fundamental investment policies across the fund complex. Aligning the Funds’ fundamental policies with those of other Legg Mason and Franklin Templeton funds would also help facilitate potential reorganizations involving the Funds without subjecting the Funds to the costs, expenses and delays associated with obtaining shareholder approval, where shareholder approval would not otherwise be required. No such reorganizations have been proposed to the Board or Fund shareholders.

The revised fundamental policies are intended to provide the Funds with flexibility to respond to changing markets, new investment opportunities and future changes in applicable law. Accordingly, the policies are written and will be interpreted broadly. For example, many of the revised policies allow the investment practice in question to be conducted to the extent permitted by the 1940 Act. It is possible that as the financial markets continue to evolve over time, the 1940 Act and the related rules may be further amended to address changed circumstances and new investment opportunities. It is also possible that the 1940 Act and the related rules could change for other reasons. For flexibility, the revised policies will be interpreted to refer to the 1940 Act and the related rules as they are in effect from time to time. This will allow the Funds to take advantage of future changes in applicable law without seeking additional costly and time-consuming shareholder approvals. These changes are not intended to change the investment objective or investment strategies of the Funds. Although these changes are not intended to change the investment objective or investment strategies of the Funds, if the Funds engage in new investment practices in the future, the Funds may be subject to additional risks. As noted below, before a material change is made in a Fund’s investment practices in response to the revised policies, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change and, as applicable, any additional risks.

The revised fundamental policies also refer to interpretations or modifications of, or relating to, the 1940 Act from the SEC or members of its staff, as well as interpretations or modifications of other authorities having jurisdiction over the Funds. These authorities could include courts. From time to time the SEC and members of its staff, and others, issue formal or informal views on various provisions of the 1940 Act and the related rules, including through no-action letters and exemptive

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orders. The revised policies will be interpreted to refer to these interpretations or modifications as they are given from time to time. Again, this will allow the Funds the flexibility to take advantage of future changes in the thinking of regulators and others without the expense and delay of seeking further shareholder approvals.

Lastly, when a revised policy provides that an investment practice may be conducted as permitted by the 1940 Act, the policy will be interpreted to mean either that the 1940 Act expressly permits the practice or that the 1940 Act does not prohibit the practice.

Each Fund has an investment objective or objectives as well as fundamental policies. The revised fundamental policies do not affect the Funds’ investment objectives, which remain unchanged. FTFA and ClearBridge have advised the Board that the proposed amendments to fundamental policies are not expected to materially affect the manner in which a Fund’s investment program is being conducted at this time.

The Board recommends that shareholders of each Fund vote to amend that Fund’s fundamental policies as discussed below. Each section sets out the fundamental policy that will apply to each Fund if shareholders of that Fund approve the policy in that section. The Funds’ existing fundamental policies are more fully described in Appendix H. The chart in Appendix H sets out in the left column the current fundamental policies of each Fund that are proposed to be amended, and in the right column the proposed amended policy.

Shareholders of each Fund will vote separately from shareholders of the other Fund with respect to their Fund’s fundamental policies. In addition, shareholders will be asked to vote on each revised policy for their Fund separately on the enclosed proxy card. No proposal to amend any fundamental policy is contingent upon the approval of any other such proposal. As a result, it may be the case that certain of a Fund’s fundamental policies will be changed, and others will not. If any proposal is not approved for a Fund, the Fund’s existing fundamental policy on that investment practice will remain in effect.

The amended policies that are approved will take effect promptly following approval.

To be approved for a Fund, each proposal must receive a “1940 Act Majority Vote” of the outstanding voting securities of that Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”

Proposal 4-A: Amend the fundamental policy relating to borrowing money.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the borrowing of money will be revised to read as follows:

The Fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

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Discussion. With respect to the fundamental policy relating to borrowing money set forth above, the 1940 Act permits a fund to borrow money in amounts of up to one-third of the fund’s total assets from banks for any purpose, and to borrow up to 5% of the fund’s total assets from banks or other lenders for temporary purposes. (A fund’s total assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the 1940 Act requires a fund to maintain an “asset coverage” of at least 300% of the amount of its borrowings, provided that in the event that the fund’s asset coverage falls below 300%, the fund is required to reduce the amount of its borrowings so that it meets the 300% asset coverage threshold within three days (not including Sundays and holidays). Asset coverage means the ratio that the value of a fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all borrowings. Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowing, and thus subject to the 1940 Act restrictions.

Borrowing money to increase portfolio holdings is known as “leveraging.” Borrowing, especially when used for leverage, may cause the value of the Fund’s shares to be more volatile than if the Fund did not borrow. This is because borrowing tends to magnify the effect of any increase or decrease in the value of the Fund’s portfolio holdings. Borrowed money thus creates an opportunity for greater gains, but also greater losses. To repay borrowings, the Fund may have to sell securities at a time and at a price that is unfavorable to the Fund. There also are costs associated with borrowing money, and these costs would offset and could eliminate the Fund’s net investment income in any given period. Currently, the Fund does not contemplate borrowing money for leverage, but if the Fund does so, it will not likely do so to a substantial degree.

The current borrowing policy limits borrowing to up to one-third of total assets (not including leverage that may be created by entering into reverse repurchase agreements or mortgage dollar rolls). The revised policy will be interpreted to permit the Fund to engage in trading practices and investments that may be considered to be borrowing to the extent permitted by the 1940 Act. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the policy.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on borrowing money are not expected to affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

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Proposal 4-B: Amend the fundamental policy relating to underwriting.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the underwriting of securities of other issuers will be revised to read as follows:

The Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

Discussion. With respect to the fundamental policy relating to underwriting set forth above, the 1940 Act does not prohibit a fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, the 1940 Act permits a fund to have underwriting commitments of up to 25% of its assets under certain circumstances. Those circumstances currently are that the amount of the fund’s underwriting commitments, when added to the value of the fund’s investments in issuers where the fund owns more than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”). Under the 1933 Act, an underwriter may be liable for material omissions or misstatements in an issuer’s registration statement or prospectus. Securities purchased from an issuer and not registered for sale under the 1933 Act are considered restricted securities. There may be a limited market for these securities. If these securities are registered under the 1933 Act, they may then be eligible for sale but participating in the sale may subject the seller to underwriter liability. These risks could apply to a fund investing in restricted securities.

Although it is not believed that the application of the 1933 Act provisions described above would cause the Fund to be engaged in the business of underwriting, the revised policy will be interpreted not to prevent the Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act. The current underwriting policy and the revised policy both permit the Fund to engage in the business of underwriting only to the extent permitted by the 1940 Act or by exemptive or other relief from, or under interpretations or modifications by, the SEC or SEC staff. The revised policy also includes exemptive or other relief from, or interpretations or modifications by, other authority with applicable jurisdiction.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on underwriting are not expected to affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

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The Board recommends that you vote “FOR” this proposal.

Proposal 4-C: Amend the fundamental policy relating to lending.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the lending of money or other assets will be revised to read as follows:

The Fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

Discussion. With respect to the fundamental policy relating to lending set forth above, the 1940 Act does not prohibit a fund from making loans; however, SEC staff interpretations currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the use of repurchase agreements. (A repurchase agreement is an agreement to purchase a security, coupled with an agreement to sell that security back to the original seller on an agreed-upon date at a price that reflects current interest rates. The SEC frequently treats repurchase agreements as loans.) While lending securities may be a source of income to the Fund, as with other extensions of credit, there are risks of delay in recovery or even loss of rights in the underlying securities should the borrower fail financially. However, loans would be made only when the Fund’s Manager or a subadviser believes the income justifies the attendant risks. The Fund also will be permitted by this policy to make loans of money, including to other funds. The Fund would have to obtain exemptive relief from the SEC to make loans to other funds.

The revised policy will be interpreted not to prevent the Fund from purchasing or investing in debt obligations and loans. In addition, collateral arrangements with respect to options, forward currency and futures transactions and other derivative instruments, as well as delays in the settlement of securities transactions, will not be considered loans. The current lending policy and the revised policy both permit the Fund to lend money or other assets only to the extent permitted by the 1940 Act or by exemptive or other relief from, or under interpretations or modifications by, the SEC or SEC staff. The revised policy also includes exemptive or other relief from, or interpretations or modifications by, other authority with applicable jurisdiction.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on lending are not expected to affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

A Fund would engage in lending money or other assets only to the extent consistent with its investment objective.

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The Board recommends that you vote “FOR” this proposal.

Proposal 4-D: Amend the fundamental policy relating to issuing senior securities.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on the issuing of senior securities will be revised to read as follows:

The Fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

Discussion. With respect to the fundamental policy relating to issuing senior securities set forth above, “senior securities” are defined as fund obligations that have a priority over the fund’s shares with respect to the payment of dividends or the distribution of fund assets. The 1940 Act prohibits a fund from issuing senior securities, except that the fund may borrow money in amounts of up to one-third of the fund’s total assets from banks for any purpose. A fund also may borrow up to 5% of the fund’s total assets from banks or other lenders for temporary purposes, and these borrowings are not considered senior securities. The issuance of senior securities by a fund can increase the speculative character of the fund’s outstanding shares through leveraging. Leveraging of the Fund’s portfolio through the issuance of senior securities magnifies the potential for gain or loss on monies, because even though the Fund’s net assets remain the same, the total risk to investors is increased to the extent of the Fund’s gross assets.

The revised policy will be interpreted not to prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial or variation margin. The current policy on issuing senior securities and the revised policy both permit the Fund to issue senior securities only to the extent permitted by 1940 Act or by exemptive or other relief from, or under interpretations or modifications by, the SEC or SEC staff. The revised policy also includes exemptive or other relief from, or interpretations or modifications by, other authority with applicable jurisdiction.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on the issuance of senior securities are not expected to affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

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The Board recommends that you vote “FOR” this proposal.

Proposal 4-E: Amend the fundamental policy relating to real estate.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on real estate will be revised to read as follows:

The Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

Discussion. With respect to the fundamental policy relating to real estate set forth above, the 1940 Act does not prohibit a fund from owning real estate; however, a fund is limited in the amount of illiquid assets it may purchase. Investing in real estate may involve risks, including that real estate is generally considered illiquid and may be difficult to value and sell. Owners of real estate may be subject to various liabilities, including environmental liabilities. To the extent that investments in real estate are considered illiquid, an SEC rule limits a fund’s purchases of illiquid securities to 15% of net assets.

The current real estate policy does not permit the Fund to purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. The revised policy does not contain that limitation. However, investing in real estate is not currently an investment strategy of the Fund. The revised policy will be interpreted not to prevent the Fund from investing in real estate-related companies, companies whose businesses consist in whole or in part of investing in real estate, instruments (like mortgages) that are secured by real estate or interests therein, or real estate investment trust securities.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on investment in real estate are not expected to affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

Proposal 4-F: Amend the fundamental policy relating to commodities.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on commodities will be revised to read as follows:

The Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.

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Discussion. With respect to the fundamental policy relating to commodities set forth above, the 1940 Act does not prohibit a fund from owning commodities, whether physical commodities and contracts related to physical commodities (such as oil or grains and related futures contracts), or financial commodities and contracts related to financial commodities (such as currencies and, possibly, currency futures). However, a fund is limited in the amount of illiquid assets it may purchase. To the extent that investments in commodities are considered illiquid, an SEC rule limits a fund’s purchases of illiquid securities to 15% of net assets. If the Fund were to invest in a physical commodity or a physical commodity-related instrument, the Fund would be subject to the additional risks of the particular physical commodity and its related market. The value of commodities and commodity-related instruments may be extremely volatile and may be affected either directly or indirectly by a variety of factors. There also may be storage charges and risks of loss associated with physical commodities.

The current policy on commodities does not permit the Fund to purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. The revised policy does not contain that limitation. However, investing in physical commodities is not currently an investment strategy of the Fund. The revised policy will be interpreted to permit investments in exchange traded funds that invest in physical and/or financial commodities.

ClearBridge and FTFA have advised the Board that the proposed revisions to the fundamental policy on investment in commodities and commodity contracts are not expected to materially affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

Proposal 4-G: Amend the fundamental policy relating to concentration.

If shareholders of a Fund approve this proposal, the Fund’s current fundamental policy on concentration will be revised to read as follows:

Except as permitted by exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction, the Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry.

Discussion. With respect to the fundamental policy relating to concentration set forth above, the 1940 Act does not define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations of concentration could change in the future. A fund that invests a significant percentage of its total assets in a single industry may be particularly susceptible to adverse events affecting that industry and may be riskier than a fund that does not concentrate in an industry.

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The current concentration policy and the revised policy both restrict the Fund from concentrating in any one industry, except as permitted by exemptive or other relief from the SEC or SEC staff. The revised policy also includes exemptive or other relief other authority with applicable jurisdiction. The revised policy will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign governments; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on investment in issuers domiciled in a single jurisdiction or country. The policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries or groups of industries.

FTFA and ClearBridge have advised the Board that the proposed revisions to the fundamental policy on concentration are not expected to materially affect the manner in which the Funds’ investment program is being conducted at this time, as reflected in the Funds’ current prospectus and statement of additional information. Before a material change is made in a Fund’s investment practices in response to this revised policy, the Board will be consulted and the Fund’s prospectus or statement of additional information will be revised to disclose the change, the purpose of the changed practice and, as applicable, any additional risks.

The Board recommends that you vote “FOR” this proposal.

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PROPOSAL 5—TO AUTHORIZE THE FUND TO RELY ON THE MANAGER OF MANAGERS ORDER

Introduction

You are being asked to authorize your Fund’s use of a “manager of managers” structure that would permit FTFA, the Funds’ manager, or any other entity under common control with FTFA that serves as an adviser to the Fund (together, the “Manager”) subject to the approval of the Board of Trustees, to appoint subadvisers, and enter into, and materially amend, subadvisory agreements for the Fund without further shareholder approval. Currently, in order for the Manager to appoint a subadviser or materially modify a subadvisory agreement, the Fund must call and hold a shareholder meeting, create and distribute proxy materials, and solicit votes from its shareholders. This process is time-intensive, costly and slow. Without the delay inherent in holding shareholder meetings, the Fund would be able to act more quickly to appoint a subadviser when the Board of the Fund and the Manager believe that the appointment would benefit the Fund. If the shareholders of the Fund do not approve the use of a “manager of managers” structure, decisions regarding a proposed subadviser for that Fund or a material change to a subadvisory agreement with respect to that Fund will continue to require shareholder approval.

The Board recommends that you vote in favor of this proposal to allow the Manager the flexibility to provide its investment management services to the Fund through one or more subadvisers and provide the Manager with the maximum flexibility to select, supervise and evaluate subadvisers – without incurring the delay or expense of obtaining further shareholder approval – because it will allow the Fund to operate more efficiently.

“Manager of Managers” Structure

Provisions of the 1940 Act require that shareholders of a mutual fund approve a subadvisory agreement with the subadviser and material amendments to an existing subadvisory agreement. The SEC, however, has issued an exemptive order (the “exemptive order”) to the Manager and any existing or future registered open-end investment company advised by the Manager that permits the Manager to appoint and replace subadvisers for the Fund and to enter into and approve amendments to subadvisory agreements without first obtaining shareholder approval (the “Manager of Managers Structure”).

The exemptive order allows the Manager to hire, without shareholder approval, new subadvisers that are affiliated with the Manager (e.g., the Manager and subadvisers are both indirectly wholly owned by the same corporate parent, Franklin Resources), and new subadvisers that are not affiliated with the Manager in any way. However, the Board, including a majority of the Independent Trustees, must approve any new subadviser and any new or amended subadvisory agreement for the Fund. In considering a new or existing subadvisory agreement, the Board is required to evaluate any material conflicts that may be present in a subadvisory arrangement. Before a Fund may rely on the exemptive order, the Fund’s use of the Manager of Managers Structure must be approved by a “majority of the outstanding voting securities” of the Fund, as defined in the 1940 Act and discussed below.

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Under the Manager of Managers Structure, the Manager would have the overall responsibility, subject to oversight by the Board, to oversee the Fund’s subadvisers and recommend their hiring, termination and replacement. Specifically, the exemptive order requires the Manager to, subject to the review and approval of the Board, including a majority of the Independent Trustees: (a) set the Fund’s overall investment strategy; (b) evaluate, select and recommend subadvisers to manage all or a portion of the Fund’s assets; (c) allocate and, when appropriate, reallocate the Fund’s assets among subadvisers; (d) monitor and evaluate the subadvisers’ performance; and (e) implement procedures reasonably designed to ensure that each subadviser complies with the Fund’s investment objective, policies and restrictions. Under the exemptive order, the Fund must disclose to its shareholders (i) the aggregate fees paid to the Manager and any subadvisers that are wholly-owned by the same corporate parent as the Manager (as noted above, your Fund’s current manager and subadvisers are wholly-owned, indirectly, by Franklin Resources); and (ii) the aggregate fees paid to partially-owned and unaffiliated subadvisers. The replacement of the Manager or the imposition of material changes to the Fund’s investment management agreement would, however, require prior shareholder approval. In addition, any new subadvisory agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Fund would also require shareholder approval.

If the Manager, with the approval of the Board, including a majority of the Independent Trustees, determines that the use of the Manager of Managers Structure is in the best interests of the Fund, the Manager of Managers Structure would, without obtaining shareholder approval: (1) enable a new subadviser to commence providing services to the Fund more quickly and with less potential expense to the Fund; (2) permit the Manager to allocate and reallocate the Fund’s assets among itself and one or more subadvisers; and (3) permit the Board to approve material changes to a subadvisory agreement.

Under the Manager of Managers Structure, upon receiving approval of the Board, including a majority of the Independent Trustees, subadvisers selected by the Manager could immediately manage the Fund’s assets. The Fund would, however, inform shareholders of the hiring of any new subadviser within 90 days after hiring the subadviser by providing shareholders with an information statement that contains substantially the same relevant information about the subadviser and the subadvisory agreement that the Fund would be required to send its shareholders in a proxy statement.

Approval of the Manager of Managers Structure will not affect any of the requirements under the federal securities laws that govern your Fund, the Manager, any proposed subadviser or any proposed subadvisory agreement with a subadviser, other than the requirement to have any future subadvisory agreement or amendment to the subadvisory agreement approved at a meeting of the Fund’s shareholders. The Board, including the Independent Trustees, will continue to evaluate and approve all new subadvisory agreements with respect to the Fund between the Manager and any subadviser, as well as all changes to any subadvisory agreement.

Approval of this Proposal will not affect your Fund’s fees. The Manager of Managers Structure will not at any time entail an increase in the investment management fees paid by your Fund. Further shareholder approval would be necessary to increase the investment management fees that are payable by the Fund, which is not contemplated. If your Fund implements the Manager of Managers Structure, the Manager, pursuant to its management agreement with the Fund, will continue, directly or through subadvisers, to provide the same level of management services to the Fund as it provides currently.

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Please note that the Manager does not have any present intention to use the Manager of Managers Structure to appoint additional subadvisers for the Fund or replace the Fund’s subadvisers.

Required Vote

To be approved for a Fund, the use of the Manager of Managers Structure must be approved by a “1940 Act Majority Vote” of the outstanding voting securities of that Fund, as such term is defined above in “Vote Required and Manner of Voting Proxies.”

The Board recommends that you vote “FOR” this proposal.

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ADDITIONAL INFORMATION

5% Share Ownership

As of October 31, 2023, the persons listed in Appendix I owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix I.

Security Ownership of Management

As of October 31, 2023, the Board of Trustees 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, 100 International Drive, Baltimore, Maryland 21202, 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.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Trustee should write their Fund to the attention of the Secretary of the Funds (addressed to 100 International Drive, Baltimore, Maryland 21202). The letter should indicate that you are 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 nominating and governance 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 Fund’s Chief Compliance Officer (“CCO”) at the offices of the Fund or at Compliance-MutualfundsETFsSIMs@franklintempleton.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 be borne by FTFA or an affiliate, and not by the Funds. These costs will be borne by FTFA or an affiliate whether or not the proposals are successful. Solicitation may be made by letter or telephone by officers or employees of FTFA or its affiliates, 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. FTFA or an affiliate will reimburse brokerage firms,

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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, FTFA, on behalf of each Fund, has retained EQ Fund Solutions, LLC, 48 Wall Street, 22nd Floor, New York, NY 10005, a proxy solicitation firm, to assist in the solicitation of proxies. It is anticipated that EQ Fund Solutions, LLC may solicit proxies personally and by telephone. The mailing service, proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement are estimated at approximately $262,809 with respect to ClearBridge Small Cap Fund and $302,857 with respect to ClearBridge Value Trust (plus reimbursements of out-of-pocket expenses in each case).

Fiscal Year

The fiscal year end of each Fund is October 31.

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 at the Meeting 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, 280 Park Avenue, New York, New York 10017, for inspection by any shareholder during regular business hours beginning ten days prior to the date of the Meeting.

Please vote promptly by completing, signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope OR by following the enclosed instructions to vote by telephone or over the Internet.

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Appendix A – Comparison of the Current and New Management Agreements

The following chart contains a description of the principal provisions of the Current Management Agreement and the New Management Agreement for each Fund, and does not include all of the terms of those Agreements or the exact wording of the provisions described. Capitalized terms not defined in this chart have the meaning assigned to them in the Current Management Agreements or the New Management Agreements, as applicable. The complete text of the form of New Management Agreement is included in Appendix B and you should refer to that Appendix for the complete terms of the New Management Agreement.

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¹ This text appears in the Current Management Agreement for ClearBridge Small Cap Fund only.

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A-7

² This text appears in the Current Management Agreement for ClearBridge Value Trust only.

³ This text appears in the Current Management Agreement for ClearBridge Small Cap Fund only.

⁴ This text appears in the Current Management Agreement for ClearBridge Value Trust only.

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⁵ This text appears in the Current Management Agreement of ClearBridge Value Trust only.

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⁶ This text appears in the Current Management Agreement of ClearBridge Small Cap Fund only.

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Appendix B – Form of New Management Agreement

FORM OF NEW

MANAGEMENT AGREEMENT

Franklin Templeton Fund Adviser, LLC

This MANAGEMENT AGREEMENT (“Agreement”) is made this day of , 202, by and between Legg Mason Global Asset Management Trust (the “Trust”) and Franklin Templeton Fund Adviser, 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. 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

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decisions (including the execution of investment documentation), all subject to the provisions of the Trust’s Declaration of Trust and By-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 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 as to deliveries of securities and other investments and payments of cash 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 which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. The Board may adopt policies and procedures that modify and restrict the Manager’s authority regarding the execution of the Fund’s portfolio transactions provided herein. The Manager shall also provide advice and recommendations with respect to other aspects of the business and affairs of the Fund, shall exercise voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s portfolio securities subject to such direction as the Board may provide, and shall perform such other functions of investment management and supervision as may be directed by the Board. The Manager may execute on behalf of the Fund certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options 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

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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. 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 Rule 11a2-2(T) thereunder, and the Fund hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(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 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 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.        (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 Rule 31a-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 Rule 31a-1 under the 1940 Act

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for the periods prescribed by Rule 31a-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 any non-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.

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 or she is at the same time a director, officer, or employee of the Manager or any affiliated company of the Manager, except as the Board may decide. This paragraph shall not apply to Board members, executive committee members, consultants and other persons who are not regular members of the Manager’s or any affiliated company’s staff.

7.        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 the 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

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as of any date not the last day of a month, such fee shall be paid as promptly as possible after such date of termination, shall be based on the average daily net assets of the Fund in that period from the beginning of such month to such date of termination, and shall be that proportion of such average daily net assets as the number of business days in such period bears to the number of business days in such month. The average daily net assets of the Fund shall in all cases be based only on business days and be computed as of the time of the regular close of business of the New York Stock Exchange, or such other time as may be determined by the Board.

8.        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 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.

10.      For the purposes of this Agreement, the Fund’s “net assets” shall be determined as provided in the Fund’s then-current Prospectus and Statement of Additional Information and the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” shall have the meanings given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the SEC by any rule, regulation or order.

11.      This Agreement will become effective with respect to the Fund on the date set forth opposite the Fund’s name on Schedule A annexed hereto, provided that it shall have been approved in accordance with the requirements of the 1940 Act and, unless sooner terminated as provided herein, will continue in effect until 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 accordance with the requirements of the 1940 Act.

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12.      This Agreement is terminable with respect to the Fund without penalty by the Board or by vote of a majority of the outstanding voting securities of the Fund, in each case on not more than 60 days’ nor less than 30 days’ written notice to the Manager, or by the Manager upon not less than 90 days’ written notice to the Fund, and will be terminated upon the mutual written consent of the Manager and the Trust. This Agreement shall terminate automatically in the event of its assignment by the Manager and shall not be assignable by the Trust without the consent of the Manager.

13.      The Manager agrees that for services rendered to the Fund, or for any claim by it in connection with services rendered to the Fund, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust. The undersigned officer of the Trust has executed this Agreement not individually, but as an officer under the Trust’s Declaration of Trust and the obligations of this Agreement are not binding upon any of the Trustees, officers or shareholders of the Trust individually.

14.      No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of the Agreement shall be effective until approved in the manner required by the 1940 Act.

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. Should any provision of this Agreement be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

16.      This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.

[signature page to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized.

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Schedule A

ClearBridge Small Cap Fund

Date:

[]

Fee:

The following percentage of the Fund’s average daily net assets:

0.70% of the first $1 billion of average net assets,

0.68% of the next $1 billion of average net assets,

0.65% of the next $3 billion of average net assets,

0.62% of the next $5 billion of average net assets

0.59% of average net assets over $10 billion.

ClearBridge Value Trust

Date:

[]

Fee:

The following percentage of the Fund’s average daily net assets:

0.70% of the first $1 billion of average net assets,

0.68% of the next $1 billion of average net assets,

0.65% of the next $500 million of average net assets,

0.60% of the next $1 billion of average net assets

0.50% of average net assets over $3.5 billion.

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Appendix C

Fees Paid to Manager and Affiliates

The following table indicates amounts paid by each Fund to its current Manager, ClearBridge Investments, LLC or an affiliate of the Manager during the Fund’s fiscal year ended October 31, 2023. No Fund paid commissions to an affiliated broker for the Fund’s most recently completed fiscal year.

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Appendix D-1

Directors and Principal Officers of FTFA, ClearBridge and Western Asset

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Appendix D-2

Officers of the Funds

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Appendix E

Other Funds Advised by Managers and Subadvisers

The following table lists certain information regarding other funds for which each of FTFA, ClearBridge, or Western Asset provides investment advisory or subadvisory services and which have investment objectives and strategies similar to those of either of the Funds. All of the information below is given as of October 31, 2023.

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E-2

E-3

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