Legg Mason Partners Variable Equity Trust DEFR14ARevised proxy

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

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

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

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Legg Mason Global Asset Management Trust

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

280 Park Avenue

New York, NY 10017

March 16, 2021

Dear Shareholder:

A joint special meeting of shareholders of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), including their various series (each, a “Fund” and collectively, the “Funds”), is scheduled to be held on Tuesday, June 15, 2021 at 10:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the meeting will be held in a virtual meeting format that is accessible solely by means of remote communication. Instructions on attending the meeting are set forth in the enclosed Notice of Meeting.

The meeting is being held for the purposes of:

Shareholders are being asked to elect Trustees of each Trust. Currently, the Funds of Legg Mason Global Asset Management Trust are overseen by one group of Trustees, and the Funds of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust are overseen by a different group of Trustees. The Boards recommend that shareholders elect all of the nominees, which will result in a single group of Trustees comprised of members of both existing Boards, overseeing all of the Funds (the “Combined Board”). As described in the enclosed joint proxy statement, the anticipated benefits of the Combined Board include efficiency in operations and potential long-term cost savings.

The Board responsible for your Fund recommends that you vote “FOR” Proposal 1. However, before you vote, please read the full text of the joint proxy statement for an explanation of the proposal.

Your vote on this matter is important. 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.

If you have any questions about the proposal to be voted on, please call Computershare Fund Services at 1-866-963-5819.

Sincerely,

Jane Trust

President and Trustee

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Legg Mason Global Asset Management Trust

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

280 Park Avenue

New York, NY 10017

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

To Be Held On June 15, 2021

A joint special meeting of the shareholders (the “Meeting”) of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), including their various series (each, a “Fund”) is scheduled to be held on Tuesday, June 15, 2021 at 10:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the Meeting will be held in a virtual meeting format that is accessible solely by means of remote communication, described further below.

The Meeting is being held for the following purposes, as more fully described in the accompanying Joint Proxy Statement:

Your Board recommends that you vote “FOR” Proposal 1.

Shareholders of record at the close of business on March 1, 2021 (the “Record Date”) are entitled to vote at the Meeting and at any adjournments or postponements thereof.

If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Please be certain to sign, date and return each proxy card you receive.

The Meeting will be held at the following Meeting website: http://www.meetingcenter.io/241978409. To participate in the Meeting, shareholders must enter the following password: LMF2021. Shareholders must also enter the control number found on the applicable proxy card received. Shareholders may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. For questions relating to participation at the Meeting by remote communication, please call the Computershare Fund Services (“Computershare”) technical support number at 1-888-724-2416.

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If shares are held through an intermediary, such as a bank or broker, shareholders must register in advance to attend the Meeting. To register shareholders must submit proof of their proxy power (legal proxy) reflecting their Fund holdings along with their name and email address to Computershare. Shareholders may forward an email from their intermediary or send an image of their legal proxy to shareholdermeetings@computershare.com. Requests for registration must be received no later than 10:00 a.m. (Eastern Time) on June 11, 2021. Shareholders will receive a confirmation email from Computershare of the shareholder’s registration and a control number that will allow the shareholder to vote at the Meeting.

By order of the Boards of Trustees,

Marc A. De Oliveira

Secretary

March 16, 2021

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Legg Mason Global Asset Management Trust

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

280 Park Avenue

New York, NY 10017

JOINT PROXY STATEMENT

This Joint Proxy Statement is furnished in connection with the solicitation by the Board of Trustees (each, a “Board”) of each of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (each, a “Trust”), of proxies to be voted at a joint special meeting of shareholders of each Trust, including their various series (each, a “Fund” and collectively, the “Funds”), scheduled to be held on Tuesday, June 15, 2021 (for each Trust, a “Meeting” and collectively, the “Meetings”), and at any and all adjournments or postponements thereof. The Meetings, which are identified in the enclosed “Notice of Joint Special Meeting of Shareholders,” will be held at 10:00 a.m. (Eastern time). Due to the continuing public health impact of the COVID-19 pandemic and to support the health and safety of Fund shareholders, the Meetings will be held in a virtual meeting format that is accessible solely by means of remote communication. The Meetings will be held for the purposes set forth in the accompanying Notice of Joint Special Meeting of Shareholders.

The Board of each Trust has determined that the use of this Joint Proxy Statement is in the best interests of the Funds and their shareholders in light of the related matters being considered and voted on by shareholders. The Meetings are being held together for convenience, but each Meeting is a separate meeting. At each Meeting of a Trust, shareholders of each Fund in the Trust will vote together on the election of Trustees for that Trust. This Joint Proxy Statement and the accompanying materials are being mailed by the Boards on or about March 16, 2021.

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Each Fund is organized as a series of a Maryland statutory trust. The Trusts are registered investment companies. A list of each Trust, and the series of each Trust, is set forth in Appendix A.

Shareholders of record at the close of business on March 1, 2021 (the “Record Date”) are entitled to vote at the Meetings.

Each share (or fractional share) of each Fund outstanding as of the Record Date is entitled to a number of votes equal to the net asset value of that share (or fractional share) as of the Record Date. This is referred to as “dollar-weighted” voting.

The number of shares of each Fund outstanding at the close of business on the Record Date and the net assets of each Fund as of that date are shown in Appendix B.

The Fund of which you are a shareholder is named on the proxy card included with this Joint Proxy Statement (references herein to proxy cards include voting instruction forms provided to the holders of variable annuity contracts and variable life insurance contracts). If you own shares in more than one Fund as of the Record Date, you may receive more than one proxy card. Please complete EACH proxy card you receive, or if you vote by telephone or over the Internet, please vote on the proposal with respect to EACH Fund you own. If you vote by telephone or over the Internet, you will be asked to enter a unique code that has been assigned to you, which is printed on your proxy card(s). This code is designed to confirm your identity, provide access into the voting sites and confirm that your instructions are properly recorded.

All properly executed proxies received prior to a Trust’s Meeting will be voted at that Meeting. On the matters coming before the 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 Proposal 1, the shares will be voted “FOR” all of the nominees. Shareholders who execute proxies or provide voting instructions by telephone or the Internet may revoke them with respect to the proposal at any time before a vote is taken on the proposal by filing with the applicable Trust a written notice of revocation (addressed to the Secretary of the Trust at the principal executive offices of the Trust at the address above), by delivering a duly executed proxy bearing a later date or by attending and voting at the Meeting, 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 broker-dealer, bank, insurance company or other intermediary, please consult your broker-dealer, bank, insurance company or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.

Satisfactory evidence of ownership of Fund shares will be required to vote at the Meeting. If you plan to attend the Meeting at the location specified in the notice, we request that you bring photographic identification and a copy of the proxy card included with this Joint Proxy Statement.

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Annual reports are provided to shareholders of record of each Fund following the Fund’s fiscal year end. Each Fund’s fiscal year end is set forth on Appendix H. 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 9699, Providence, RI 02940-9699 or by calling toll free at 1-877-721-1926. Copies of annual and semi-annual reports of each Fund are also available on the EDGAR Database on the Securities and Exchange Commission’s Internet site at www.sec.gov.

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

The Board of Trustees of each Trust oversees all of the Funds that are series of that Trust. For each Trust, the shareholders of all series will vote together as a single class to elect Trustees and the voting power of the shares of each series will be counted together in determining the results of the voting. A quorum of shareholders with respect to a Trust is required to take action at the Meeting on Proposal 1 with respect to such Trust. For each Trust, the quorum requirement for Proposal 1 is 30% of the voting power of the Trust taken as a whole as of the Record Date. Total voting power of the Trust taken as a whole is determined, not by the number of shares outstanding, but by net asset value of all of the outstanding shares (including fractional shares) of the Trust as of the Record Date. Each share (or fractional share) of a Trust outstanding as of the Record Date is entitled to a number of votes equal to the net asset value of that share (or fractional share) as of the Record Date. This is referred to as “dollar-weighted” voting.

Votes cast at each Meeting will be tabulated by the inspectors of election appointed for that Meeting. The inspectors of election, who are employees of Computershare, the proxy solicitor engaged by Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the Funds’ investment manager and/or sub-administrator, on behalf of the Funds, will determine whether or not a quorum is present at the Meeting.

The election of Trustees by one Trust is not contingent upon approval of the Proposal by another Trust. If the shareholders of a Trust do not ultimately approve Proposal 1, the applicable Existing Board (as defined below) will continue to oversee the affected Trust as they currently do pending any further action by the applicable Existing Board.

Abstentions and “broker non-votes” (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) generally are included for purposes of determining whether a quorum is present at a shareholder meeting, but are not treated as votes cast at such meeting. However, because the Trusts understand that a broker or nominee may exercise discretionary voting power with respect to Proposal 1, and there are no other proposals expected to come before the Meetings for which a broker or nominee would not have discretionary voting authority, the Trusts do not anticipate that there will be any “broker non-votes” at the Meetings. Abstentions and broker non-votes are not considered “votes cast” and, therefore, do not constitute a vote “FOR” Proposal 1. Abstentions and broker non-votes will have no effect on the results of the voting on Proposal 1.

If you hold your shares directly (not through a broker-dealer, bank, insurance company or other intermediary), and if you return a signed proxy card that does not specify how you wish to vote on Proposal 1, your shares will be voted in favor of all of the nominees.

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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 the proposal. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares in favor of all of the nominees. With respect to routine matters such as Proposal 1, if a beneficial owner fails to provide voting instructions by the date specified in a broker-dealer firm’s proxy solicitation materials, the Trusts understand that the broker-dealer firm may exercise discretionary voting power with respect to Proposal 1 on behalf of such beneficial owner.

If you hold shares of a Fund through a broker-dealer, bank, insurance company or other intermediary (called a service agent) that has entered into a service agreement with the Fund or a distributor of the Fund, the service agent may be the record holder of your shares. At the Meetings, 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 the proposal may be deemed to authorize a service agent to vote such shares in favor of the nominees. Depending on its policies, applicable law or contractual or other restrictions, a service agent may be permitted to vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but may not be required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.

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

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determine how an insurance company votes with respect to a Variable Annuity Fund, if other holders of variable annuity contracts and variable life insurance policies fail to vote. For purposes of this Joint Proxy Statement, the term “shareholder” (when used to refer to the beneficial holder of ownership interests in a Fund) shall also be deemed to include holders of variable annuity contracts and variable life insurance policies.

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

Certain Funds are “Funds of Funds” that invest in shares of other Funds (“Underlying Funds”). Each Fund of Funds intends to vote its shares in an Underlying Fund in the same proportion as the votes received from other shareholders of the Underlying Fund, sometimes called “mirror voting.”

LMPFA and each Fund’s subadviser(s) are subsidiaries of Franklin Resources, Inc. (“Franklin Resources”). Franklin Resources, together with its subsidiaries, operates as Franklin Templeton. Franklin Templeton and its affiliates intend to vote Fund shares they own, whether as seed capital or otherwise, in favor of all of the nominees. Unless otherwise provided in client guidelines, Franklin Templeton and its affiliates generally intend to vote Fund shares owned in a client account over which Franklin Templeton or an affiliate has discretionary authority in favor of all of the nominees. Please see Appendix 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 a Fund.

Proposal 1:

THE PROPOSAL TO ELECT TRUSTEES

The purpose of the proposal is to elect Trustees of Legg Mason Global Asset Management Trust, Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust. Currently, two different Boards (each an “Existing Board” and together, the

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“Existing Boards”) oversee the Funds. The Boards recommend that shareholders elect all of the nominees, which will result in a single group of Trustees (the “Combined Board”), comprised of members of both Existing Boards, overseeing all of the Funds.

The nominees for Trustees of the Combined Board (each, a “Nominee”) are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Arnold L. Lehman, Robin J.W. Masters, Jerome H. Miller, Ken Miller, G. Peter O’Brien, Thomas F. Schlafly and Jane Trust. All of the Nominees, except for Ms. Trust, are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds (the “Independent Trustee Nominees.”)

It is intended that the enclosed proxy card will be voted for all Nominees for the Combined Board unless a proxy contains specific instructions to the contrary. The Nominees’ term of office is expected to commence on or about July 1, 2021 or promptly after the election of the Nominees if the Meeting is adjourned or postponed to a date after July 1, 2021.

The current members of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust (“Existing Board 1”) are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller, Thomas F. Schlafly and Jane Trust.

The current members of Legg Mason Global Asset Management Trust (“Existing Board 2”) are: Ruby P. Hearn, Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern, Arthur S. Mehlman, G. Peter O’Brien, S. Ford Rowan, Robert M. Tarola and Jane Trust.

Each series of each Trust is listed on Appendix A.

Reasons for Board Combination

The Independent Trustee Nominees for the Combined Board consist of all nine current members of Existing Board 1 and three current members of Existing Board 2. Ms. Trust serves as an interested trustee on each Existing Board and is nominated to serve as interested trustee on the Combined Board. In selecting and nominating the Nominees, each Existing Board followed its typical nomination procedures and went through a due diligence process to meet the Trustees on the other board and understand the Funds that will be overseen by the Combined Board.

The Existing Boards believe that the Combined Board may provide benefits to the Funds. The Board combination is the result of discussions and meetings among the members of the Existing Boards and with management, during which the Existing Boards considered a number of matters about governance of the Funds. Among other things, the Existing Boards concluded with respect to the establishment of the Combined Board:

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Each Existing Board considered that, during the course of the next several years, the Existing Board will have a number of vacancies due to scheduled retirements. Existing Board 1 considered that two shareholder-elected Trustees of Existing Board 1 are scheduled to retire at the end of 2021. Upon the retirement of these Trustees less than a majority of Existing Board 1 will have been elected by shareholders. Under the 1940 Act, a mutual fund must call a shareholder meeting to elect Trustees if at any time less than a majority of its board members have been elected by shareholders. As a result, it will be necessary for shareholders of the Funds overseen by Existing Board 1 to elect Trustees to meet this legal requirement.

Existing Board 2 considered that, although it does not anticipate a need to call a shareholder meeting in the immediate future to elect Trustees due to retirements, it would need to hold a shareholder meeting to elect Trustees during the course of the next several years. Existing Board 2 considered that the Combined Board will provide a means to repopulate the Board with well qualified individuals who are knowledgeable about the subadviser(s), the service providers and the fund complex. Existing Board 2 also considered that, in accordance with an agreement by Franklin Templeton to bear certain costs of the Meeting to elect the Combined Board, and in accordance with existing contractual or voluntary agreements to waive fees and/or reimburse expenses for certain Funds, for Funds overseen by Board 2, Franklin Templeton will bear a sizeable portion or all of each Fund’s allocated portion of these costs, thus saving shareholders those future expenses.

Furthermore, each Existing Board considered that, upon the election of all thirteen Nominees, the Combined Board will have greater flexibility than either Existing Board now has to fill future board vacancies, resulting from Trustee retirements or otherwise, occurring in between shareholder meetings without the time and expense associated with calling a shareholder meeting (to the extent permitted by

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applicable law), while also facilitating the Combined Board’s ability to provide continuity as Trustee retirements occur over the years. As discussed above, under the 1940 Act, a mutual fund must call a shareholder meeting to elect trustees if at any time less than a majority of its board members were elected by shareholders. Moreover, a mutual fund board is permitted to fill any vacancy, for example those resulting from retirements, without calling a shareholder meeting if immediately after filling the vacancy at least two-thirds of the board members then holding office have been elected by shareholders.

The purpose of combining the Existing Boards is to reduce the number of boards overseeing the fund complex. As the anticipated benefits of the Combined Board include efficiency in oversight and operations and potential long-term cost savings, as discussed above, the nominating committees of the Existing Boards did not consider candidates who are not currently serving on an Existing Board for nomination to the combined Board.

Each Nominee has consented to serve on the Board to which he or she has been nominated if elected by shareholders. If, however, before the election, any Nominee is unable to serve or for good cause will not serve, proxies may be voted for a replacement nominee, if any, designated by the current Trustees.

The Nominees’ terms of office are expected to commence on or about July 1, 2021. Each Nominee will be elected to hold office as a Trustee until his or her successor is elected and qualifies or until his or her earlier death, resignation, retirement or removal.

The nominations of the Nominees listed below have been approved by each Existing Board and its nominating committee. Information about the Nominees for the Combined Board is set forth in the sections below. Each Board has determined that the number of its Trustees shall be fixed at the number of Trustees elected at the Meeting, subject to any further changes in Board size permitted by applicable law and the applicable Trust’s charter documents.

The terms of office of Ruby P. Hearn, Jill E. McGovern, Arthur S. Mehlman, S. Ford Rowan and Robert M. Tarola, current members of Existing Board 2, will not continue with respect to the Funds once the Combined Board takes office. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds. In recognition of their retirements, Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola will receive payments from the Funds overseen by Existing Board 2 equal to the amount of Trustee compensation she or he would have received had she or he continued to be a member of Existing Board 2 until December 31, 2021. In addition, each of the Independent Trustees of Existing Board 2 received meeting fees for special meetings of the Independent Trustees Committee held to consider the Board consolidation proposal and Dr. Hearn, who led the due diligence review on behalf of Existing Board 2, received additional compensation for those services. Franklin Templeton or its affiliates will reimburse the Funds for these payments. Please see Appendix C.

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Current Trustees and Nominees

The current Trustees and Nominees for the Combined Board, their years of birth, their principal occupations during the past five years (their titles may have varied during that period), the number of Funds in the fund complex he or she expects to oversee on or about July 1, 2021, following the formation of the Combined Board, subject to shareholder approval and scheduled retirements, and other board memberships they hold are set forth below. The address of each current Trustee and Nominee is c/o Jane Trust, 100 International Drive, 11^th Floor, Baltimore, MD 21202. Each Nominee was recommended for nomination by the Existing Boards.

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Qualifications of Current Trustees and Nominees

Each Existing Board believes that the experience, qualifications, attributes and/or skills of each Nominee and of each of its current Trustees on an individual basis and in combination with those of its other current Trustees and the Nominees lead to the conclusion that each Board possesses the requisite skills and attributes. Each Existing Board believes that the Nominees’ and its current Trustees’ abilities to review, critically evaluate, question and discuss information provided to them, to interact effectively with each Fund’s manager, subadviser(s), other service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties, support this conclusion.

The Existing Boards have considered the following experience, qualifications, attributes and/or skills, among others, of the Nominees and the current Trustees in reaching its conclusion with respect to the Nominees and its current Trustees: his or her character and integrity; such person’s length of service as a board member of the Funds; such person’s willingness to serve and willingness and ability to commit the time necessary to perform the duties of a Trustee; such person’s skills, experience, judgment, analytical ability, intelligence, and common sense; their current or previous profit and non-profit board membership; such person’s considerable familiarity with the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company trustees; and as to each Nominee other than Ms. Trust, his or her status as not being an “interested person” (as defined in the 1940 Act) of the Funds (each an “Independent Trustee”). The Existing Boards also considered the diversity of experience, skills and background of the individual Nominees in the context of the Combined Board’s overall composition. No particular qualification, experience or background establishes the basis for the Existing Boards’ conclusion with respect to the Nominees and the current Trustees, and individual Trustees may have attributed different weights to the various factors.

In addition, the following specific experience, qualifications, attributes and/or skills apply as to the Nominees: Mr. Ades has substantial experience practicing law and advising clients with respect to various business transactions; Mr. Breech has substantial experience as the chief executive of a private corporation; Ms. Duersten has substantial experience as a global investment and trading manager in capital

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markets across multiple asset classes, including as the chief investment officer for the North American region of a major investment bank and service on its executive committee; Mr. Gross has a substantial accounting background and experience as an officer, trustee and board member of various organizations and has been determined to qualify as an audit committee financial expert of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust; Ms. Heilbron has substantial legal background and experience, business and consulting experience, and experience as a board member of public companies; Mr. Johnson has substantial experience as the chief executive of an operating company and in the financial services industry, including as an actuary and pension consultant; Dr. Lehman has experience as chief executive officer of major museums and other entities involved in the arts, experience as Lead Independent Trustee and Board Chair of Existing Board 2 and experience as a founding director of the Legg Mason Funds; Ms. Masters has investment management experience as a chief investment officer, as a director of an investment advisory firm and service on the boards of other investment companies; Mr. Jerome Miller has substantial experience as an executive in the asset management group of a major broker/dealer; Mr. Ken Miller has substantial experience as a senior executive of an operating company; Mr. O’Brien has experience at senior levels of a large financial services company and service on the boards of academic institutions and a residential home care company; Mr. Schlafly has substantial experience practicing law and also serves as the non-executive Chairman of a private corporation and as director of a bank; and Ms. Trust has been the Chief Executive Officer of each Trust and other funds sponsored by Franklin Templeton (and before that, Legg Mason) since 2015, and has investment management and risk oversight experience as an executive and portfolio manager and in leadership roles with Franklin Templeton and affiliated entities.

In addition, Existing Board 2 believes that the following specific experience, qualifications, attributes and/or skills apply as to the other current Trustees of Existing Board 2: Dr. Hearn has experience in senior management and on the boards of non-profit organizations devoted to health and health care and scientific analytical training, and service on the governing board and policy making body for a university; Dr. McGovern has experience as chief executive officer of a foundation and non-profit fundraising organization devoted to programs of the National Marrow Donor Program; Mr. Mehlman has accounting, auditing and management experience with an international accounting firm, and service on the boards of a for-profit publicly held entity, an academic foundation and a non-profit organization that provides services for individuals of all abilities, and has been determined to qualify as an audit committee financial expert for Legg Mason Global Asset Management Trust; Mr. Rowan has experience in business and management consulting, academic experience as a lecturer in organizational sciences and journalism, experience in senior levels of a non-profit organization dedicated to the management of critical events and service on the board of a non-profit independent research and educational center; and Mr. Tarola has experience as a chief financial officer and in senior management of several public and large private companies, as an

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advisory group member to the Public Company Accounting Oversight Board, as a partner with an international accounting firm, and in senior management of a corporate finance and governance organization, and has been determined to qualify as an audit committee financial expert of Legg Mason Global Asset Management Trust.

Each Nominee’s specific experience, qualifications, attributes and/or skills was considered in light of each Existing Board’s retirement policy. Existing Board 1’s retirement policy currently provides that a trustee shall retire at the end of the calendar year in which he or she attains the age of 82. Existing Board 2’s retirement policy currently provides that a trustee shall retire at the end of the calendar year in which he or she attains the age of 79. Each retirement policy is subject to waiver by the Board. It is expected that the retirement policy of Existing Board 1 will apply to the Combined Board. Howard J. Johnson and Jerome H. Miller are currently scheduled to retire at the end of 2021.

References to the qualifications, attributes and skills of Nominees and current Trustees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of an Existing Board, the Combined Board or any Nominee as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on an Existing Board or the Combined Board by reason thereof.

General Information Regarding the Boards

Compensation: Information relating to compensation paid to the Nominees and current Trustees who serve on the Existing Boards for the Most Recent Year¹ is set forth in Appendix C.

Equity Securities Owned by the Current Trustees and Nominees: Information relating to the amount of equity securities of the Funds and other funds in the fund complex owned by the current Trustees and the Nominees as of February 12, 2021 is set forth in Appendix D.

Attendance of Trustees at Annual Meeting: No Trust has a policy with regard to attendance of Trustees at annual shareholder meetings. No annual meeting for any Trust was held during the Most Recent Year.

Board Meetings: During the Most Recent Year, Existing Board 1 met six times and Existing Board 2 met nine times. Each Nominee and current Trustee attended more than 75% of the aggregate number of meetings of each Board and of each committee of each Board on which he or she served.

Board Leadership Structure, Oversight and Standing Committees of the Existing Boards: Information relating to the various standing committees of the Existing Boards is set forth in Appendix E.

¹ The term “Most Recent Year,” when used in the Joint Proxy Statement and the relevant Appendices, refers to the calendar year ended December 31, 2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix H.

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The Chair of each Existing Board and the committee chairs work with the Chief Executive Officer of the Trusts to set the agendas for Board and committee meetings. Each Chair serves as a key point person for interaction between management and the other Independent Trustees. Through each Existing Board’s committees the Independent Trustees consider and address important matters involving the Funds, including those presenting conflicts or potential conflicts of interest for management. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. Each Existing Board has determined that its committees help ensure that the Funds have effective and independent governance and oversight. Each Existing Board also has determined that its leadership structure, in which the Chair of the Board is not affiliated with Franklin Templeton, is appropriate. Each Existing Board also believes that its leadership structure facilitates the orderly and efficient flow of information between the Independent Trustees and management, including each Fund’s subadviser(s).

Each Fund’s service providers, primarily each Fund’s manager, sub-administrator (for certain Funds), subadviser(s) and, as appropriate, their affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management. As an integral part of its responsibility for oversight of each Fund, each Existing Board oversees risk management of the Fund’s investment program and business affairs. Oversight of the risk management process is part of each Existing Board’s general oversight of each Fund and its service providers. The Existing Boards have emphasized to each Fund’s manager, sub-administrator (for certain Funds) and subadviser(s) the importance of maintaining vigorous risk management.

The Funds are subject to a number of risks, including investment risk, counterparty risk, valuation risk, reputational risk, cybersecurity risk, risk of operational failure or lack of business continuity, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. Each Fund’s manager, sub-administrator (for certain Funds) and subadviser(s), the affiliates of the manager, sub-administrator, and subadviser(s) or various service providers to the Fund employ a variety of processes, procedures and controls to identify various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of risks. Various personnel, including the Funds’ and the manager’s Chief Compliance Officer and the manager’s chief risk officer, as well as personnel of the manager (for certain Funds), subadviser(s) and other service providers, such as the Funds’ independent registered public accounting firm, make periodic reports to the Existing Boards or their committees with respect to various aspects of risk management, as well as events and circumstances that have arisen and responses thereto. The Trustees recognize that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be

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necessary for the Funds to bear certain risks (such as investment-related risks) to achieve their goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, each Existing Board’s risk management oversight is subject to inherent limitations.

Officers of the Trusts

The officers of each Trust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are set forth in Appendix G.

Shareholder Approval

The votes of each Fund in the same Trust will be counted together with respect to the election of the Nominees to the Combined Board and the shareholders of each Fund will vote together as a single class with the shareholders of all other Funds that are series of the same Trust. The election of Nominees to the Combined Board must be approved by a plurality of the votes cast at each Meeting at which a quorum exists.

If not enough proxies or votes have been received from shareholders of a Trust to achieve quorum and approve Proposal 1 by the time of the Meeting, the Meeting may be postponed or adjourned with respect to one or more Trusts to permit further solicitation of proxies, or for the applicable Existing Board to consider alternate steps. If the shareholders of a Trust do not ultimately approve Proposal 1, the applicable Existing Board will continue to oversee the affected Trust as they currently do pending any further action by the applicable Existing Board.

Your Board recommends that you vote “FOR” the election

of each of the Nominees to the Combined Board.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Trustees, including a majority of the Independent Trustees, of each Trust have selected PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm for the Funds. No representatives of PwC will be present at the Meeting.

Appendix H sets forth for each Fund, for each of the applicable Fund’s two most recent fiscal years, the fees billed by the Fund’s independent registered public accounting firm for all audit and non-audit services provided directly to the Fund and each Fund’s fiscal year end month and day. The fee information in Appendix H is presented under the following captions:

(a) Audit Fees—fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

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(b) Audit-Related Fees—fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews not required by regulators.

(c) Tax Fees—fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis reviews.

(d) All Other Fees—fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

The charter of Existing Board 1’s Audit Committee requires that the Audit Committee shall approve (a) all audit and permissible non-audit services to be provided to each Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the investment adviser and any service providers controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and financial reporting of the Fund. The Audit Committee may implement policies and procedures by which such services are approved other than by the full Committee.

Existing Board 1’s Audit Committee may not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. Permissible non-audit services include any professional services (including tax services) that are not prohibited services as described below provided to the Fund by the independent registered public accounting firm, other than those provided to a Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include (a) bookkeeping or other services related to the accounting records or financial statements of the Fund; (b) financial information systems design and implementation; (c) appraisal or valuation services, fairness opinions or contribution-in-kind��reports; (d) actuarial services; (e) internal audit outsourcing services; (f) management functions or human resources; (g) broker or dealer, investment adviser or investment banking services; (h) legal services and expert services unrelated to the audit; and (i) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by Existing Board 1’s Audit Committee of any permissible non-audit services is not required so long as: (a) the aggregate amount of all such permissible non-audit services provided to a Fund, LMPFA and any Covered Service Provider constitutes not more than 5% of the total amount of revenues paid to the independent registered public accounting firm during the fiscal year in which the permissible non-audit services are provided to (i) the Fund, (ii) the Fund’s manager and (iii) any Covered Service Provider during the fiscal year in which services are

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provided that would not have to be approved by the Committee; (b) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (c) such services are promptly brought to the attention of the Audit Committee and approved by the Audit Committee (or its delegate(s)) prior to completion of the audit.

The charter of Existing Board 2’s Audit Committee requires that the Audit Committee pre-approve the engagement of each Fund’s independent auditors to perform audit and any permissible non-audit services for the Fund, and, as the Committee deems appropriate, establish and oversee policies and procedures for the pre-approval of such services to a Fund, and review the fees charged to each Fund by the independent auditors for audit and non-audit services. Existing Board 2’s Audit Committee charter further requires that the Audit Committee pre-approve the engagement of each Fund’s independent auditors to perform any permissible non-audit services for the Fund’s investment adviser(s) and any entity controlling, controlled by or under common control with the investment adviser(s) if the engagement relates directly to the operations and financial reporting of the Fund, and, as the Committee deems appropriate, to establish and oversee policies and procedures for the pre-approval of such services. Existing Board 2’s Audit Committee Charter provides that the Committee Chair, or in the event of his or her unavailability, another member of the Committee, is authorized to pre-approve on the Committee’s behalf any matter requiring pre-approval by the Committee, provided that any such approval shall be recorded in writing and reported to the Committee no later than the next regular quarterly meeting.

For each Fund’s two most recent fiscal years, there were no services rendered by PwC to the Funds for which the pre-approval requirement was waived.

Non-audit fees billed for services rendered to each Fund and each Fund’s manager or any entity controlling, controlled by or under common control with the manager that provides ongoing services to the Funds during the last two fiscal years is presented in Appendix H under the caption “Aggregate Non-Audit Fees for Services Provided to Each Fund and its Affiliated Service Providers Pre-Approved by the Audit Committee.”

Each Audit Committee has considered whether the provision of non-audit services that were rendered by PwC to a Fund’s manager and Covered Service Providers that were not pre-approved (not requiring pre-approval) is compatible with maintaining such auditor’s independence. All services provided by PwC to each Fund, its manager or Covered Service Providers that were required to be pre-approved were pre-approved as required.

ADDITIONAL INFORMATION

5% Share Ownership

As of February 12, 2021, the persons listed in Appendix I owned of record the amounts indicated of the shares of the class of Funds indicated in Appendix I.

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Submission of Shareholder Proposals

The Funds do not hold annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of a Fund must be received at the offices of the Fund, 620 Eighth Avenue, New York, NY 10018, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Trustee should write their Fund to the attention of Marc A. De Oliveira, Secretary, 100 First Stamford Place, 6^th Floor, Stamford, CT 06902. 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 governance and nominating committee and the outside counsel to the Independent Trustees of the Board that oversees the Fund 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”). 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 this Joint Proxy Statement and costs in connection with the solicitation of proxies will generally be allocated among the Funds on the basis of their respective net assets. In accordance with an agreement by Franklin Templeton to bear certain costs associated with the Meeting with respect to Funds overseen by Existing Board 2, and in accordance with any contractual cap or voluntary agreement to waive fees and/or reimburse expenses for certain Funds overseen by Existing Board 1 and certain Funds overseen by Existing Board 2, for those Funds Franklin Templeton will bear some or all of the Fund’s allocated portion of these costs.

Solicitation may be made by letter or telephone by officers or employees of LMPFA 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. The Funds and Franklin Templeton will reimburse brokerage firms, custodians, banks and fiduciaries for their expenses in forwarding this Joint Proxy Statement and proxy materials to the beneficial owners of each Fund’s shares. In addition, the Funds and Franklin Templeton have retained Computershare, a proxy solicitation firm, to assist in the solicitation of proxies. Computershare may solicit proxies personally and by

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telephone. The mailing service, proxy solicitation costs, and postage and printing costs associated with this Joint Proxy Statement are estimated at approximately $3.4 million, plus reimbursements of out-of-pocket expenses. The Funds’ share of these costs, after giving effect to the agreements and caps described above, is not expected to exceed approximately $2.7 million.

Fiscal Year

The fiscal year end of each Fund is as set forth in Appendix H.

Information Concerning the Managers, Subadvisers, Distributor and Administrator

LMPFA has offices at 620 Eighth Avenue, New York, New York 10018. LMPFA serves as the investment manager to the Funds identified as being managed by LMPFA in Appendix B. LMPFA serves as the administrator or sub-administrator to all of the Funds.

ClearBridge Investments, LLC (“ClearBridge”) has offices at 620 Eighth Avenue, New York, New York 10018. ClearBridge serves as the investment manager or subadviser to the Funds identified as being managed or subadvised by ClearBridge by in Appendix B.

Brandywine Global Investment Management, LLC (“Brandywine Global”) has offices at 1735 Market Street, 18th Floor, Philadelphia, Pennsylvania 19103. Brandywine Global serves as subadviser to the Funds identified as being subadvised by Brandywine in Appendix B.

ClearBridge RARE Infrastructure (North America) Pty Limited (formerly known as RARE Infrastructure (North America) Pty Ltd.) (“RARE”) has offices at Level 13, 35 Clarence Street, Sydney, NSW 2000 Australia. RARE serves as subadviser to the Funds identified as being subadvised by RARE in Appendix B.

Martin Currie Inc. (“Martin Currie”) has offices at Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2ES Scotland. Martin Currie serves as subadviser to the Funds identified as being subadvised by Martin Currie in Appendix B.

QS Investors, LLC (“QS Investors”) has offices at 880 Third Avenue, 7th Floor, New York, New York 10022. QS Investors serves as subadviser to the Funds identified as being subadvised by QS Investors in Appendix B.

Western Asset Management Company, LLC (“Western Asset”), has offices at 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018. Western Asset Management Company Limited (“Western Asset London”), has offices at 10 Exchange Square, Primrose Street, London EC2A 2EN. Western Asset Management Company Ltd (“Western Asset Japan”) has offices at 36F Shin-Marunouchi Building, 5-1 Marunouchi 1-Chome Chiyoda-Ku, Tokyo 100-6536, Japan. Western Asset, Western Asset London and Western Asset Japan serve as subadviser to the Funds identified as being subadvised by Western Asset, Western Asset London and Western Asset Japan in Appendix B.

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Legg Mason Investor Services, LLC (“LMIS”), 100 International Drive, Baltimore, Maryland 20202, is the distributor to all of the Funds.

General

Management does not intend to present and does not have reason to believe that any other items of business will be presented at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted by the persons acting under the proxies upon such matters in accordance with their judgment of the best interests of the Funds.

The Meeting with respect to one or more Trusts may, by action of the chair of the Meeting and without any action by shareholders, be adjourned from time to time with respect to one or more matters to be considered at the Meeting, whether or not a quorum is present with respect to such matter. At the discretion of the chair, if a quorum is present with respect to a proposal to be considered at the Meeting, a vote may be taken on the proposal prior to such adjournment. Such vote will be considered final regardless of whether the Meeting is adjourned with respect to any other proposal. The Meeting for any Trust may be postponed prior to the Meeting. In the event of any inconsistency between this proxy statement and a Trust’s governing documents or applicable law, the Trust’s governing documents and applicable law will control.

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

Marc A. De Oliveira

Secretary

March 16, 2021

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Appendix A

Trusts and Series

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Appendix B

Fund Information

The following table lists, with respect to each Fund, the names of the Fund’s manager and subadviser(s), the total number of shares outstanding and the net assets of the Fund on the Record Date. Each share (or fractional share) of a Fund outstanding as of the Record Date is entitled to a number of votes equal to the net asset value of that share (or fractional share) as of the Record Date, so called “dollar-weighted” voting.

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Appendix C

Compensation of the Current Trustees and Nominees

Existing Board 1

Existing Board 1 currently oversees the following Funds:

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Information for the Most Recent Year* regarding compensation paid to the Trustees of Existing Board 1 by the Funds is set forth below. The Independent Trustees of Existing Board 1 receive an annual retainer plus fees for attending each regularly scheduled Board meeting and special Board meeting he or she attends in person or by telephone. The Independent Trustees of Existing Board 1 are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Those Independent Trustees who serve in leadership positions of Existing Board 1, as well as each committee member, receive additional compensation. All such fees paid to the Independent Trustees of Existing Board 1 are aggregate fees for serving on the combined Board of Trustees of the Trusts listed above and such fees are allocated among the Funds according to the average annual net assets of each Fund comprising such Trusts and ActiveShares^® ETF Trust and Legg Mason ETF Investment Trust. Existing Board 1 reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jane Trust, an “interested person” (as defined in the 1940 Act) of the Funds, does not receive compensation from the Funds, but may be reimbursed for reasonable out-of-pocket expenses relating to attendance at such meetings.

* The term “Most Recent Year,” when used in this Appendix C, refers to the calendar year ended December 31, 2020, which coincides with the last fiscal year of certain of the Funds, as shown in Appendix H. The disclosure of compensation paid to Trustees by all Funds for the Most Recent Year rather than, in certain instances, a Fund’s most recent fiscal year, is provided for ease of presentation and comprehension. The compensation structure for Trustees of all Funds, generally a yearly fee plus fees per meeting attended, has not been altered since the periods covered, but compensation of Trustees varies from period to period depending on the number of meetings attended. The Funds whose fiscal years do not coincide with the calendar year do not believe that the compensation of any of their Trustees would be materially greater if disclosed for the most recent fiscal years, after taking into account the number of meetings held in each period.

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Compensation Table ($)

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¹ Information for the Most Recent Year.

² The total amount of deferred compensation accrued (including earnings or depreciation in value of amounts deferred) through December 31, 2020 for Mr. Howard J. Johnson is $198,825.61.

³ In addition to overseeing the Funds of Legg Mason Partners Equity Trust and Legg Mason Partners Variable Equity Trust, each Trustee also currently serves as a Trustee of the one fund of ActiveShares^® ETF Trust and the nine funds of Legg Mason ETF Investment Trust. Concurrently with issuance of this proxy statement, shareholders of the nine funds of Legg Mason ETF Investment Trust are being asked to elect a new slate of trustees consisting of Trustees who currently oversee the Franklin Templeton family of ETFs (the “New Legg Mason ETF Trustees”). In addition, shareholders of the one fund of ActiveShares^® ETF Trust are also being asked to elect the New Legg Mason ETF Trustees. The Trustees of Existing Board 1 will not continue as Trustees of ActiveShares^® ETF Trust or Legg Mason ETF Investment Trust if the New Legg Mason ETF Trustees are elected and take office.

None of the Funds currently provides any pension or retirement benefits to Trustees of Existing Board 1 or officers.

As of February 12, 2021, all Trustees of Existing Board 1 and officers as a group owned less than 1% of the outstanding shares of each Fund.

Existing Board 2

Existing Board 2 currently oversees the following Funds:

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Information for the Most Recent Year regarding compensation paid to the Trustees of Existing Board 2 by the Funds is set forth below. The Independent Trustees of Existing Board 2 receive an annual retainer plus fees for attending each regularly scheduled Board meeting and special Board meeting he or she attends in person or by telephone. The Independent Trustees of Existing Board 2 are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Those Independent Trustees who serve in leadership positions of Existing Board 2, receive additional compensation. All such fees paid to the Independent Trustees of Existing Board 2 are aggregate fees for serving on the Board of Trustees of the Trust listed above and such fees are allocated among the Funds according to the average annual net assets of each Fund comprising such Trust. Existing Board 2 reviews the level of Trustee compensation periodically and Trustee compensation may change from time to time. Ms. Jane Trust, an “interested person” (as defined in the 1940 Act) of the Funds, does not receive compensation from the Funds, but may be reimbursed for reasonable out-of-pocket expenses relating to attendance at such meetings.

The terms of office of Ruby P. Hearn, Jill E. McGovern, Arthur S. Mehlman, S. Ford Rowan and Robert M. Tarola, current members of Existing Board 2, will not continue with respect to the Funds once the Combined Board takes office on or about July 1, 2021. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds. Dr. Hearn received special compensation in the amount of $2,500 for her leadership in the due diligence review pertaining to the Board combination. In recognition of their retirement, Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola will receive payments from the Funds overseen by Existing Board 2 equal to the amount of Trustee compensation she or he would have received had she or he continued to be a member of Existing Board 2 until December 31, 2021, of approximately $101,500, $105,250, $111,500,

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$101,500 and $105,250, respectively. Each Fund overseen by Existing Board 2 will pay a proportionate share (based on asset size) of these amounts. Franklin Templeton or its affiliates will reimburse the Funds for these payments, which may include waivers of management fees payable by the Funds to LMPFA.

Compensation Table ($)

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¹ Information for the Most Recent Year.

² The total amount of deferred compensation accrued (including earnings or depreciation in value of amounts deferred) through December 31, 2020 for each participating Trustee is as follows: Ruby P. Hearn $74,008.78; and Jill E. McGovern $1,698,683.94. Effective January 1, 2016, Trustees can no longer defer earned compensation.

³ In addition to overseeing the Funds of Legg Mason Global Asset Management Trust, Arthur S. Mehlman and G. Peter O’Brien serve as Director/Trustee of the Royce Family of Funds consisting of 16 portfolios.

None of the Funds currently provides any pension or retirement benefits to Trustees of Existing Board 2 or officers.

As of February 12, 2021, all Trustees of Existing Board 2 and officers as a group owned less than 1% of the outstanding shares of each Fund.

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Appendix D

Equity Securities Owned

The following table shows the amount of equity securities owned by the current Trustees and Nominees in the Funds that they oversee or are nominated to oversee as of February 12, 2021. Because of regulatory restrictions, the current Trustees and Nominees are prohibited from owning shares of the Funds that are series of Legg Mason Partners Variable Equity Trust, which are offered to variable annuity and variable life insurance separate accounts established by insurance companies to fund variable annuity contracts and variable life insurance policies.

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None of the current Independent Trustees or Independent Trustee Nominees or their family members had any interest in the a Fund’s manager, subadviser(s), LMIS, or any person directly or indirectly controlling, controlled by, or under common control with the Fund’s manager, subadviser(s) or LMIS as of February 12, 2021.

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Appendix E

Standing Committees of the Existing Boards

The business and affairs of each Trust are managed by or under the direction of its Board.

Audit Committee. Each Existing Board has a standing Audit Committee comprised of all of its Trustees who are Independent Trustees. The current Audit Committee members of Existing Board 1 are: Andrew L. Breech (Chair), Paul R. Ades, Althea L. Duersten, Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The current Audit Committee members of Existing Board 2 are: Ruby P. Hearn,¹ Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern,¹ Arthur S. Mehlman (Chair),¹ G. Peter O’Brien, S. Ford Rowan¹ and Robert M. Tarola¹ (Vice Chair).

The primary purposes of each Board’s Audit Committee are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Trust, the quality of each Fund’s financial statements and the independent audit thereof, the qualifications and independence of the Trust’s independent registered public accounting firm, and the Trust’s compliance with legal and regulatory requirements. The Audit Committee acts as liaison between the Trust’s independent auditor and the Board. The Audit Committee reviews the scope of the Trust’s audit, accounting and financial reporting policies and practices and internal controls. The Audit Committee approves, and recommends to the Independent Trustees for their ratification, the selection, appointment, retention or termination of the Trust’s independent registered public accounting firms. The Audit Committee also approves all audit and permissible non-audit services provided by the Trust’s independent registered public accounting firm to the Fund’s manager and any affiliated service providers if the engagement relates directly to a Trust’s operations and financial reporting.

During the Most Recent Year, the Audit Committee of Board 1 met four times, and the Audit Committee of Board 2 met three times.

Governance and Nominating Committees. Each Existing Board has standing governance and nominating committees. As discussed below, Existing Board 1 has a Governance Committee, which has formed a Compensation and Nominating sub-Committee. Existing Board 2 has a committee that is called the Nominating and Governance Committee.

Existing Board 1 has a standing Governance Committee comprising all of its Trustees who are Independent Trustees. The current Governance Committee members of Existing Board 1 are: Paul R. Ades, Andrew L. Breech, Althea L. Duersten (Chair),

¹ Current Trustee of Existing Board 2 whose term of office as a Trustee will not continue once the Combined Board takes office on or about July 1, 2021. Drs. Hearn and McGovern and Messrs. Mehlman, Rowan and Tarola are retiring from service as Trustees of the Funds.

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Stephen R. Gross, Susan M. Heilbron, Howard J. Johnson, Jerome H. Miller, Ken Miller and Thomas F. Schlafly. The Governance Committee is charged with overseeing Board governance and related Trustee practices, including selecting and nominating persons for election or appointment by the Board as Trustees of the Trust. The Governance Committee has formed the Compensation and Nominating sub-Committee, which is responsible for, among other things, selecting and recommending candidates to fill vacancies on the Board. The current members of the Compensation and Nominating sub-Committee of Board 1 are: Paul R. Ades, Andrew L. Breech, Howard J. Johnson, Ken Miller (Chair) and Thomas F. Schlafly. The Governance Committee of Board 1 met four times in the Most Recent Year. The Compensation and Nominating sub-Committee of Board 1 met one time in the Most Recent Year. The Governance Committee of Board 1 and the Compensation and Nominating sub-Committee of Board 1 are hereinafter referred to collectively as the “Governance and Nominating Committee of Board 1.”

Existing Board 2 has a standing committee, called the Nominating and Governance Committee, comprising all of its Trustees who are Independent Trustees. The current Nominating and Governance Committee members of Existing Board 2 are: Ruby P. Hearn,¹ Arnold L. Lehman, Robin J.W. Masters, Jill E. McGovern (Co-Chair),¹ Arthur S. Mehlman,¹ G. Peter O’Brien (Co-Chair), S. Ford Rowan¹ and Robert M. Tarola¹. The Nominating and Governance Committee is responsible for, among other things, reviewing and nominating candidates for positions as Trustees and to fill vacancies on the Board. The Nominating and Governance Committee of Board 2 met one time in the Most Recent Year. The Nominating and Governance Committee of Board 2 is hereinafter referred to as the “Governance and Nominating Committee of Board 2.”

Each Governance and Nominating Committee may consider nominees recommended by a shareholder. Shareholders who wish to recommend a nominee should send recommendations to the Trusts’ Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees as described in the Governance and Nominating Committee charter for each Trust found in Appendix F. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. A copy of the Governance and Nominating Committee charter for each Trust is included in Appendix F. The Governance and Nominating Committees’ charters are not currently made available on the Funds’ websites.

Each Governance and Nominating Committee also identifies potential nominees through its network of contacts and may also engage, if it deems appropriate, a professional search firm. The Committee meets to discuss and consider such candidates’ qualifications for Board membership and their independence from each Fund’s investment adviser and other principal service providers and then chooses a candidate by majority vote. None of the Governance and Nominating Committees has specific, minimum qualifications for nominees. None of the Governance and

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Nominating Committees has established specific qualities or skills that it regards as necessary for one or more of the Trustees to possess (other than any qualities or skills that may be required by applicable law, regulation or listing standard). However, in evaluating a person as a potential nominee to serve as a Trustee, the Governance and Nominating Committee of Existing Board 1 may consider the following factors, among any others it may deem relevant:

In evaluating a person as a potential nominee to serve as a Trustee, the Governance and Nominating Committee of Existing Board 2 shall consider the effect of any relationships delineated in the 1940 Act or other types of relationships, e.g., business, financial or family relationships with the investment adviser(s) or other principal service providers, which might impair independence. In determining candidates’ qualifications for Board membership, the Governance and Nominating Committee of Board 2 may consider all factors it may determine to be relevant to fulfilling the role of being a member of the Board.

The Existing Boards have additional standing committees, as follows:

Existing Board 1

Existing Board 1 has a Contract Committee that is charged with assisting the Board in requesting and evaluating such information from each Fund’s manager and

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the subadviser(s) as may reasonably be necessary to evaluate the terms of the Fund’s investment management agreement, subadvisory arrangements and distribution arrangements. The current Contract Committee members are: Paul R. Ades, Susan M. Heilbron (Chair) and Ken Miller. During the Most Recent Year, the Contract Committee met one time.

Existing Board 1 has a Performance Committee that is charged with assisting the Board in carrying out its oversight responsibilities over the Fund and fund management with respect to investment management, objectives, strategies, policies and procedures, performance and performance benchmarks, and the applicable risk management process. The current Performance Committee members are: Althea L. Duersten, Howard J. Johnson, Jerome H. Miller (Chair), Thomas F. Schlafly and Jane Trust (ex-officio). During the Most Recent Year, the Performance Committee met four times.

Existing Board 2

Existing Board 2 has an Independent Trustees Committee, the purposes of which are (i) to review the Trust’s advisory, subadvisory and distribution arrangements and Rule 12b-1 Plans and related agreements in accordance with the 1940 Act; (ii) to assist the Independent Trustees in carrying out their responsibilities pursuant to Rule 38a-1 under the 1940 Act; (iii) to assist the Independent Trustees in fulfilling their responsibilities pursuant to Rule 0-1 under the 1940 Act; (iv) to provide Independent Trustees an opportunity to exchange views and formulate positions separately from management; and (v) to oversee issues related to the Independent Trustees that are not specifically delegated to another Board Committee. The current members of the Independent Trustees Committee are: Ruby P. Hearn,¹ Arnold L. Lehman (Board Chair), Robin J.W. Masters, Jill E. McGovern,¹ Arthur S. Mehlman,¹ G. Peter O’Brien, S. Ford Rowan¹ and Robert M. Tarola¹. During the Most Recent Year, the Independent Trustees Committee met eight times.

Committee Structure of Combined Board

The Existing Boards expect that, if the Nominees are elected, the Combined Board will maintain the standing committees of Existing Board 1 (the Audit Committee, the Governance Committee, the Compensation and Nominating Committee, the Contract Committee and the Performance Committee), comprising some or all of the Independent Trustees, with the functions and responsibilities described above. The Combined Board could choose to adopt a different committee structure or to modify its committee structure, or any other aspect of its governance structure, at any time.

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Appendix F

Governance and Nomination Committee Charters

(Existing Board 1)

Governance Committee Charter

Establishment and Purpose

This document serves as the Charter for the Governance Committee (the “Committee”) of the Board of each registered investment company (the “Trust”) listed in Appendix A hereto and each series thereof (each, a “Fund”). The primary purposes of the Committee are to

Duties and Responsibilities

The Committee shall:

The Committee may also carry out any other duties or responsibilities delegated to the Committee by the Board from time to time.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain, as it deems necessary to carry out its duties, special counsel and other experts or consultants at the expense of the Fund. The Fund shall provide appropriate funding, as determined by the Committee, for the Committee to carry out its duties and its responsibilities, including (a) for payment of

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compensation to any outside legal, accounting or other advisors, counsel or consultants employed by the Committee and (b) for the ordinary administrative expenses of the Committee. In performing its duties, the Committee shall consult as it deems appropriate with the members of the Board, officers and employees of the Fund, the Fund’s investment manager, the Fund’s sub-adviser(s), if any, the Fund’s counsel, counsel to the Independent Trustees and the Fund’s other service providers.

Evaluation of Potential Nominees

In evaluating a person as a potential nominee to serve as a Trustee of the Trust, the Committee should consider among other factors it may deem relevant:

While the Committee is solely responsible for the selection and nomination of Trustees, the Committee may consider nominees recommended by Fund shareholders as it deems appropriate. Shareholders who wish to recommend a nominee should send nominations to the Secretary of the Trust that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees. The recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the stockholders.

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After a determination by the Committee that a person should be selected and nominated as a Trustee of the Trust, the Committee shall present its recommendation to the full Board for its consideration.

Composition

The Committee shall be composed solely of such number of Trustees who have been determined not to be “interested persons,” as that term is defined in Section 2(a)(19) of the 1940 Act, of the Trust (“Independent Trustees”) as the Board of the Trust may specifically determine and reflect in the Board’s minutes. The Committee shall elect a Chairperson, who shall preside over Committee meetings.

Meetings

The Committee shall meet on a regular basis, but not less frequently than twice a year. Special meetings may also be held upon reasonable notice to the members of the Committee. An agenda shall be established for each meeting. Meetings of the Committee may be held in person, by telephone or by other appropriate means. The Committee may take action by unanimous written consent in lieu of a meeting.

One-third of the Committee’s members, but not fewer than two members, shall constitute a quorum. At any meeting of the Committee, the decision of a majority of the members present and voting shall be determinative as to any matter submitted to a vote.

Reporting

The Chairperson shall report regularly to the Board on the results of the Committee’s deliberations and make such recommendations as deemed appropriate.

Amendments

This Charter may be amended by a vote of the majority of the Trustees.

Amended: February 1, 2017

Amended: November 6, 2019

Appendix A

ActiveShares^® ETF Trust

Legg Mason ETF Investment Trust

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

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(Existing Board 2)

LEGG MASON FUNDS

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

Nominating and Governance Committee Membership

The Nominating and Governance Committee (“Committee”) of the Legg Mason Funds (each a “Fund,” and, collectively, the “Funds”) (i) shall be composed solely of members of the Board of Trustees of each Fund (“Board”) who are not “interested persons” of their respective Funds (“Independent Trustees”), as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”), and the rules thereunder, and (ii) shall consist of those Independent Trustees selected by the Board.

Duties and Powers of the Committee

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Operations of the Committee

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Revised:    February 12, 2003

Revised:    August 6, 2015

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Appendix G

Officers of the Trusts

The officers of each Trust, their ages and their principal occupations during the past five years (their titles may have varied during that period) are shown in the tables below. The address of each officer is 100 International Drive, Baltimore, MD 21202, unless otherwise indicated. Officers receive no compensation from the Funds, although they may be reimbursed for reasonable travel expenses for attending meetings of the Boards. Each officer is an “interested person” (as defined in the 1940 Act) of the Trust of which the Fund is a part by virtue of that individual’s position with Franklin Templeton or its affiliates described in the table below.

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¹ If an officer has held offices for different Funds for different periods of time, the earliest applicable date is shown. Each officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.

² Ms. Trust also currently serves as a Trustee on Existing Board 1 and Existing Board 2.

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Appendix H

Audit Fees, Audit-Related Fees, Non-Audit Fees, Tax Fees and All Other Fees

to Independent Registered Public Accountants

Audit Fees, Audit-Related Fees and Non-Audit Fees