Legg Mason Global Asset Management Trust N-14/ARegistration statement for investment companies business combination (amended)

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As filed with the Securities and Exchange Commission on July 12, 2024

Securities Act File No. 333-279246

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549.

FORM N-14

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.   1

Post-Effective Amendment No. ☐

LEGG MASON GLOBAL ASSET MANAGEMENT

TRUST

(Exact Name of Registrant as Specified in Charter)

100 International Drive

Baltimore, Maryland 21202

(Address of Principal Executive Offices) (Zip Code)

877-6LM-FUND/656-3863

(Registrant’s Telephone Number, including Area Code)

Marc De Oliveira

Legg Mason Global Asset Management Trust

100 First Stamford Place

Stamford, Connecticut 06902

(Name and Address of Agent for Service)

Copy to:

Roger P. Joseph, Esq.

Morgan, Lewis & Bockius LLP

One Federal Street

Boston, Massachusetts 02110

Title of securities being registered: Class A, Class C, Class I and Class IS

No filing fee is required because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of shares.

Approximate date of proposed public offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933, as amended.

The Registrant hereby amends the Registration Statement to delay its effective date until the Registrant shall file a further amendment that specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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ClearBridge All Cap Value Fund

ClearBridge Small Cap Value Fund

620 Eighth Avenue

New York, NY 10018

Dear Shareholder:

We are sending this material to you because you are a shareholder of ClearBridge All Cap Value Fund and/or ClearBridge Small Cap Value Fund (the “Target Funds”). After careful consideration, Franklin Templeton Fund Adviser, LLC, each Target Fund’s investment manager (the “Adviser”), has recommended, and the Board of Trustees (the “Board”) of the Target Funds and of ClearBridge Value Fund and ClearBridge Small Cap Fund (the “Acquiring Funds”) has approved, the following reorganizations (the “Reorganizations”):

Each Target Fund and corresponding Acquiring Fund follows a value investing strategy and has similar investment objectives, strategies, policies and risks. In addition, each Target Fund and corresponding Acquiring Fund have the same investment manager and subadvisers and the same or substantially overlapping portfolio management teams.

Each Reorganization is expected to provide shareholders of a Target Fund with an immediate benefit through a lower management fee rate, lower expenses for each of its share classes (both before and after waivers and reimbursements) and the potential to benefit from a larger, more scalable fund with better future sales prospects while continuing to pursue a similar investment strategy.

In recommending the approval of each Reorganization to the Board, the Adviser highlighted the potential economies of scale that might be realized by combining the respective Funds and the relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term viability and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund).

The Board has determined that each Reorganization is in the best interests of the relevant Target Fund and its shareholders.

As a result of your Target Fund’s Reorganization, you will receive shares of the same class in the corresponding Acquiring Fund with the same aggregate net asset value as your shares in the Target Fund immediately prior to the Reorganization.

Each Reorganization is expected to qualify as a “reorganization” for U.S. federal income tax purposes, and a Target Fund’s shareholders are not expected to recognize any gain or loss upon receipt of Acquiring Fund shares in the Reorganization.

The Reorganization of the ClearBridge All Cap Value Fund into the ClearBridge Value Fund is expected to close on or about August 23, 2024. The Reorganization of the ClearBridge Small Cap Value Fund into the ClearBridge Small Cap Fund is expected to close on or about September 6, 2024.

The Reorganizations do not require shareholder approval, and you are not being asked to vote.

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If you do not want to receive Acquiring Fund shares in connection with the Reorganization, you may redeem or exchange your Target Fund shares into another eligible fund in the Franklin Templeton fund complex prior to the closing date of the Reorganization.

The enclosed Prospectus/Information Statement contains important information about each Reorganization. I encourage you to carefully review the enclosed materials, which explain the Reorganizations in more detail. If you have any questions or need additional information, please contact your financial intermediary or call 877-6LM-FUND/656-3863.

Jane Trust

President

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July 15, 2024

PROSPECTUS FOR

ClearBridge Value Fund

and

ClearBridge Small Cap Fund

(each a series of Legg Mason Global Asset Management Trust)

INFORMATION STATEMENT FOR

ClearBridge All Cap Value Fund

and

ClearBridge Small Cap Value Fund

(each a series of Legg Mason Partners Investment Trust)

Important Notice Regarding the Availability of this Prospectus/Information Statement

This combined Prospectus/Information Statement is being furnished to shareholders of ClearBridge All Cap Value Fund and ClearBridge Small Cap Value Fund (each, a “Target Fund,” and together, the “Target Funds”). Each of the Target Funds is a series of Legg Mason Partners Investment Trust (the “Target Trust”). This combined Prospectus/Information Statement relates to the reorganization of each Target Fund (each, a “Reorganization,” and together, the “Reorganizations”) as follows: (i) the reorganization of ClearBridge All Cap Value Fund into ClearBridge Value Fund, a series of Legg Mason Global Asset Management Trust (the “Acquiring Trust”); and (ii) the reorganization of ClearBridge Small Cap Value Fund into ClearBridge Small Cap Fund, also a series of the Acquiring Trust (each of ClearBridge Value Fund and ClearBridge Small Cap Fund are referred to herein as an “Acquiring Fund,” and together, as the “Acquiring Funds”). Each of the Target Funds and the Acquiring Funds is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and is advised by Franklin Templeton Fund Adviser, LLC (“FTFA” or the “Adviser”). This Prospectus/Information Statement will be mailed on or about July 18, 2024, to shareholders of record of each Target Fund as of the close of business on May 31, 2024.

This Prospectus/Information Statement is being distributed to you solely for your information in connection with the Reorganizations. The Reorganizations do not require approval by shareholders of the Target Funds. THE TRUSTEES ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.

As a result of a Reorganization, each shareholder of a Target Fund will receive shares of the corresponding Acquiring Fund equal in value at the date of the exchange to the value of the shareholder’s Target Fund shares. This Prospectus/Information Statement explains concisely what you should know regarding each Reorganization and about the applicable Acquiring Fund. Please read this Prospectus/Information Statement and keep it for future reference.

This document is required under the federal securities laws and is provided solely for informational purposes.

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) and are incorporated into this Prospectus/Information Statement by reference:

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Shareholders may obtain free copies of these documents of the Target Funds or the Acquiring Funds (collectively, the “Funds”) by calling toll-free at 877-6LM-FUND/656-3863, or by writing to the Funds at Legg Mason Funds, P.O. Box 33030, St. Petersburg, FL 33733-8030.

You may access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520.

Please note that an investment in a Fund is not a bank deposit, is not federally insured, is not guaranteed by any bank or government agency and may lose value. There is no assurance that any Fund will achieve its investment objectives.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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SUMMARY

The following provides an overview of key points regarding each Reorganization. This information is qualified in its entirety by the remainder of the Prospectus/Information Statement, which contains additional information and further details regarding each Reorganization.

Overview of Each Reorganization

On May 2-3, 2024, the Board of Trustees of each of the Target Trust and the Acquiring Trust, which includes the same members (the “Boards,” and each member, a “Trustee”) unanimously approved each Reorganization on behalf of the applicable Funds. Each Reorganization will be accomplished pursuant to an Agreement and Plan of Reorganization (each, an “Agreement,” and collectively, the “Agreements”), the form of which is attached hereto as Exhibit 1. Pursuant to each Agreement, all of the assets of a Target Fund will be transferred to the corresponding Acquiring Fund, in exchange for shares of the corresponding Acquiring Fund (the “Reorganization Shares”) with a value equal to the value of the Target Fund’s assets net of liabilities, and for the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. Immediately following the transfer, the Reorganization Shares received by a Target Fund will be distributed to its shareholders, pro rata, with the holders of each class of shares receiving shares of the same class of the corresponding Acquiring Fund in accordance with such shareholders’ percentage ownership interest in such class of shares of the Target Fund on the valuation date. Each Target Fund will then be liquidated and dissolved. It is expected that the Reorganization of the ClearBridge All Cap Value Fund into the ClearBridge Value Fund will close on or about August 23, 2024, and the Reorganization of the ClearBridge Small Cap Value Fund into the ClearBridge Small Cap Fund will close on or about September 6, 2024 (each, a “Closing Date”). No vote is required by shareholders of a Target Fund in order to consummate the Reorganization of such Target Fund.

Because of the expected benefits to shareholders of a Target Fund as a result of the Target Fund’s Reorganization, as described herein, the costs and expenses arising from each Reorganization will be split evenly between the respective Target Fund and FTFA, the investment manager to each Fund, or its affiliates, except that any transaction costs incurred by a Fund in connection with the repositioning of its portfolio in connection with the Reorganization will be borne by that Fund. Such Reorganization expenses to be borne by ClearBridge All Cap Value Fund are expected to total approximately $87,740, and such Reorganization expenses to be borne by ClearBridge Small Cap Value Fund are expected to total approximately $39,893, in each case, after waivers. See “Information about Each Reorganization — Agreement and Plan of Reorganization” below for additional information. A Target Fund will bear the costs of the Reorganization whether or not the Reorganization is consummated.

It is intended that, as a result of the Reorganization, a shareholder of a Target Fund will receive, without paying any sales charges, a number of full and fractional Class A, C, I or IS shares, as the case may be, of the corresponding Acquiring Fund, with an aggregate net asset value equal to the aggregate net asset value of the Class A, C, I or IS shares of the Target Fund held by such shareholder immediately prior to the closing of the Reorganization. Each Reorganization is expected to be treated as a “reorganization” for U.S. federal income tax purposes. Accordingly, it is expected that a Target Fund’s shareholders will not, and a Target Fund generally will not, recognize taxable gain or loss as a direct result of the Reorganization.

The Reorganizations are not contingent upon one another. The Reorganization involving your Fund may occur, even if the other Reorganization does not close.

Rationale for Each Reorganization

At the Board meeting held on May 2-3, 2024, the Board, which is composed of a majority of Trustees who are not “interested persons” of each respective Fund, as that term is defined in the 1940 Act (the “Independent Trustees”), considered and unanimously approved each Reorganization on behalf of the Target Fund and the corresponding Acquiring Fund.

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Each Reorganization has been proposed because the Adviser believes that it is in the best interests of Fund shareholders if a Target Fund is reorganized into the corresponding Acquiring Fund. In recommending the approval of each Reorganization to the Board, the Adviser noted that it considered various factors, including the overlap in portfolio management, the similarities between each Target Fund’s and corresponding Acquiring Fund’s investment objectives and investment strategies, the potential economies of scale that might be realized by combining the respective Funds, the relative size and future growth prospects of each Target Fund (including the Adviser’s view that ClearBridge Small Cap Value Fund has limited prospects for future sales and long-term viability and that the future sales prospects of ClearBridge All Cap Value Fund were less attractive than those of the similarly managed ClearBridge Value Fund), and the relative performance of each Acquiring Fund compared with the corresponding Target Fund (including the Adviser’s view that each Acquiring Fund had experienced levels of volatility that were comparable to or lower than the corresponding Target Fund). In supporting its proposal, the Adviser noted that, in its view, each Reorganization would provide shareholders of a Target Fund with an immediate benefit through a lower management fee rate, lower expenses for each of its share classes (both before and after waivers and reimbursements) and the potential to benefit from a larger, more scalable fund while continuing to pursue a similar investment strategy.

Before approving each Reorganization, the Board reviewed information about each Fund and each Reorganization. This included, among other things, a comparison of various factors, such as the relative sizes of a Target Fund and its corresponding Acquiring Fund, the comparative performance records of a Target Fund and its corresponding Acquiring Fund, and the comparative expenses of a Target Fund and its corresponding Acquiring Fund (including pro forma expense information of each Acquiring Fund following the Reorganization), as well as the similarities and differences between a Target Fund’s investment objectives, strategies, policies and risks in comparison to those of the corresponding Acquiring Fund.

The Board concluded that each Reorganization would be in the best interests of each applicable Fund and that existing shareholders’ interests will not be diluted as a result of a Reorganization. Accordingly, the Board approved each Agreement. For further information about the considerations of the Board, please see “Information About Each Reorganization — Trustees’ Considerations Relating to Each Reorganization.”

Comparison of the Investment Objectives, Principal Investment Strategies, and Policies of each Target Fund with its Corresponding Acquiring Fund

Investment Objectives. Each Target Fund’s investment objective is similar to its corresponding Acquiring Fund’s investment objective as noted in the table below. Each Fund seeks long-term capital growth (or in other words, capital appreciation). For the ClearBridge All Cap Value Fund, current income is a secondary consideration; the investment objective of the ClearBridge Value Fund does not reference income as a consideration. Each Fund’s investment objective may be changed by the Board without shareholder approval and on notice to shareholders.

Principal Investment Strategies. The principal investment policies and strategies of each Target Fund are similar to its corresponding Acquiring Fund. Below is a discussion of the similarities and certain differences for each applicable Reorganization:

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ClearBridge All Cap Value Fund into ClearBridge Value Fund

The principal investment policies and strategies of ClearBridge All Cap Value Fund and ClearBridge Value Fund are similar. Each Fund invests primarily in equity securities, including common and preferred stocks. For each Fund, the portfolio managers follow a value investing discipline in selecting securities for the portfolio. Each Fund invests in securities of large-capitalization companies, but may also invest in securities of small- and mid-capitalization companies as well. ClearBridge All Cap Value Fund also gives secondary consideration to a company’s dividend record and the potential for an improved dividend return.

ClearBridge All Cap Value Fund may invest up to 25% of its net assets in equity securities of foreign issuers, either directly or through depositary receipts. ClearBridge Value Fund may invest in foreign equity securities and does not have a corresponding policy limiting investment in securities of foreign issuers. Additionally, ClearBridge Value Fund’s principal investment strategies specifically reference that the Fund is permitted to invest in securities of emerging market issuers.

ClearBridge Small Cap Value Fund into ClearBridge Small Cap Fund

The principal investment policies and strategies of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund are similar. Each Fund invests primarily in equity securities, including common and preferred stocks. For each Fund, the portfolio managers follow a value investing discipline in selecting securities for the portfolio. Each Fund invests primarily in securities of small-capitalization companies, but may also invest in securities of large capitalization companies as well.

There are some differences among each Fund’s investment policies described in the prospectuses. While each Fund generally has a policy to invest at least 80% of its net assets in common stocks and other equity securities of small capitalization companies, there are slight differences between the 80% investment policies of each Fund. ClearBridge Small Cap Value Fund must invest at least 80% of its net assets in common stocks and other equity securities of small capitalization U.S. companies, while ClearBridge Small Cap Fund’s 80% policy requires investment in small capitalization companies generally, and such companies could be either inside or outside the U.S. In addition, while both Funds define small capitalization companies in relation to stocks in the Russell 2000 Index, the criteria for the definition of small capitalization securities varies somewhat. ClearBridge Small Cap Value Fund defines small capitalization companies as those companies whose market capitalizations at the time of investment do not exceed $3 billion, or the highest month-end market capitalization value of any stock in the Russell 2000 Index for the previous 12 months, whichever is greater. ClearBridge Small Cap Fund also defines small capitalization companies as those companies whose market capitalizations at the time of investment do not exceed the highest month-end market capitalization value of any stock in the Russell 2000 Index for the previous 12 months, but the definition does not automatically include all companies under $3 billion in market capitalization.

Each of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund may invest up to 20% of its net assets in shares of companies with larger market capitalization. Each of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund may invest in foreign securities. ClearBridge Small Cap Value Fund may invest up to 20% of its net assets (at the time of investment) in foreign securities. ClearBridge Small Cap Fund does not have a corresponding limitation on its investments in foreign equity securities and may invest in securities of emerging market issuers.

In addition, ClearBridge Small Cap Fund’s investments may include equity securities of companies that the portfolio managers consider to be “special situations,” at the time of purchase. The portfolio managers define special situations as companies undergoing unusual or possibly one-time developments that, in the opinion of the portfolio managers, make them attractive for investment. ClearBridge Small Cap Fund may not invest more than 20% of its total assets in securities of companies that, at the time of investment, are involved in reorganizations or restructurings in connection with bankruptcy proceedings. ClearBridge Small Cap Value Fund does not have a corresponding policy restricting these investments.

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Diversification. Each Fund is classified as a diversified fund under the 1940 Act. Each Fund may only change to non-diversified status with the vote of the lesser of: (a) more than 50% of the outstanding shares of the Fund; or (b) 67% or more of the shares of the Fund present at a shareholders’ meeting if more than 50% of the outstanding shares of that Fund are represented at the meeting in person or by proxy.

Fundamental Policies. Each Fund has adopted certain “fundamental” policies regarding borrowing, lending, the issuance of senior securities, underwriting, concentration of investments, and investing in real estate and commodities. These policies are identical for each Fund.

Comparison of Fees and Expenses — ClearBridge All Cap Value Fund with ClearBridge Value Fund

ClearBridge All Cap Value Fund’s shareholders are expected to benefit from a lower effective management fee rate and a lower expense ratio for each class of shares as a result of the Reorganization (both before and after any applicable fee waivers and reimbursements). For the fiscal year ended September 30, 2023, ClearBridge All Cap Value Fund paid an effective management fee rate of 0.70% of average net assets (before waivers), while for the fiscal year ended October 31, 2023, ClearBridge Value Fund paid an effective management fee rate of 0.69% of average net assets (before waivers). Following the Reorganization, it is estimated that the effective management fee rate for ClearBridge Value Fund will be 0.66% of average net assets (before waivers).

Each Fund pays the Adviser an investment management fee that is calculated daily and payable monthly at an annual rate according to the schedule set forth in the table below. As noted in the table, the management fee schedule of ClearBridge Value Fund reaches certain breakpoint fee reductions at lower asset levels than ClearBridge All Cap Value Fund.

The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of each Fund and are intended to help you compare the fees and expenses of ClearBridge All Cap Value Fund and ClearBridge Value Fund and to analyze the estimated expenses that FTFA expects the combined Fund to bear in the first year following the Reorganization. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. Annual Fund operating expenses shown in the following tables are based on expenses for the semi-annual period ended March 31, 2024 for ClearBridge All Cap Value Fund and the semi-annual period ended April 30, 2024 for ClearBridge Value Fund, as well as the pro forma fees and expenses that FTFA expects ClearBridge Value Fund would have incurred assuming consummation of the Reorganization as of the beginning of the twelve month period ended April 30, 2024. Shareholders of ClearBridge All Cap Value Fund will not pay a sales charge in connection with the Reorganization, although applicable contingent deferred sales charges will continue to apply. For purposes of determining any contingent deferred sales charge applicable to ClearBridge All Cap Value Fund shareholders following the Reorganization, the amount of time that the shareholder held his or her ClearBridge All Cap Value Fund shares will be added, or tacked, to the length of time the shareholder held ClearBridge Value Fund shares acquired in the Reorganization.

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Shareholder fees

(fees paid directly on your investment)

Annual Fund Operating Expenses

Expenses you pay each year as a % of the value of your investment

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¹ The sales charge is waived for shareholders purchasing Class A shares through accounts where Franklin Distributors LLC (“Franklin Distributors” or the “Distributor”) is the broker-dealer of record (“Distributor Accounts”).

² Shareholders purchasing Class A shares through certain Service Agents or in certain types of accounts may be eligible for a waiver of the sales charge. For additional information, see “Additional information about each share class-Sales charges” in the applicable Fund’s Prospectus. “Service Agents” is defined to include banks, brokers, dealers, insurance companies, investment advisers, financial consultants or advisers, mutual fund supermarkets and other financial intermediaries that have entered into an agreement with the Distributor to sell shares of the Fund.

³ Maximum deferred sales charge (load) may be reduced over time.

⁴ You may buy Class A shares in amounts of $1,000,000 or more at net asset value (without an initial sales charge), but if you redeem those shares within 18 months of their purchase, you will pay a contingent deferred sales charge of 1.00%.

⁵ If the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the Fund may charge you a fee of $3.75 per account that is determined and assessed quarterly by the Fund or your Service Agent (with an annual maximum of $15.00 per account). Please contact your Service Agent or the Fund for more information.

⁶ During the six months ended April 30, 2024, ClearBridge Value Fund incurred extraordinary expenses consisting of non-recurring professional fees charged on a contingency fee basis associated with the collection of European Union tax reclaims. Had such expenses been included, other expenses would be 0.13% for Class C and Total annual Fund operating expenses after waiving fees and/or reimbursing expenses would be 1.76% for Class C.

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⁷ For ClearBridge Value Fund, total annual Fund operating expenses do not correlate with the ratios of expenses to average net assets reported in the financial highlights tables in the Fund’s Prospectus and in the Fund’s shareholder reports, which reflect the Fund’s operating expenses and do not include acquired fund fees and expenses.

⁸ For ClearBridge All Cap Value Fund, the manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses) so that the ratio of total annual Fund operating expenses will not exceed 1.90% for Class C shares, 0.80% for Class I shares and 0.70% for Class IS shares, subject to recapture as described below. In addition, the ratio of total annual Fund operating expenses for Class IS shares will not exceed the ratio of total annual Fund operating expenses for Class I shares, subject to recapture as described below. These arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual Fund operating expenses have fallen to a level below the limits described above. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed above.

⁹ For ClearBridge Value Fund, the manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, dividend expense on short sales, taxes, extraordinary expenses and acquired fund fees and expenses) so that the ratio of total annual Fund operating expenses will not exceed 1.01% for Class A shares, 1.74% for Class C shares, 0.79% for Class I shares and 0.70% for Class IS shares, subject to recapture as described below. In addition, the ratio of total annual Fund operating expenses for Class IS shares will not exceed the ratio of total annual Fund operating expenses for Class I shares, subject to recapture as described below. These arrangements cannot be terminated prior to December 31, 2026 without the Board of Trustees’ consent. FTFA is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which FTFA earned the fee or incurred the expense if the class’ total annual Fund operating expenses have fallen to a level below the limits described above. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect. In addition, FTFA has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed above.

¹⁰ During the six months ended March 31, 2024, ClearBridge All Cap Value Fund incurred extraordinary expenses consisting of non-recurring professional fees charged on a contingency fee basis associated with the collection of European Union tax reclaims. Had such expenses been included, other expenses would be 0.11% and 0.05% for Class I and Class IS, respectively, and Total annual Fund operating expenses after waiving fees and/or reimbursing expenses would be 0.81% and 0.71% for Class I and Class IS, respectively.

¹¹ For ClearBridge Value Fund, total annual Fund operating expenses (after waiving fees and/or reimbursing expenses, as applicable) are higher than the expense cap amounts for each class as a result of acquired fund fees and expenses.

¹² Total annual fund operating expenses of the ClearBridge All Cap Value Fund do not include the costs of the Reorganization, which are expected to total approximately $87,740 after waivers, or approximately 0.005% of the Fund’s net assets.

Examples

These examples are intended to help you compare the cost of investing in ClearBridge All Cap Value Fund with the cost of investing in ClearBridge Value Fund both for the fiscal year set forth above and on a pro forma basis, and also allow you to compare this with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment earns a 5% return each year and that the Fund’s operating expenses are exactly as described in the preceding table, except that any expense limitation agreement is reflected only through its expiration date (December 31, 2025 for the ClearBridge All Cap Value Fund and December 31, 2026 for the ClearBridge Value Fund). Class C shares generally convert to Class A shares 8 years after purchase, if your Service Agent has records verifying that your shares have been held for at least 8 years. This Example assumes your Class C shares are converted to Class A shares after 8 years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Number of years you own your shares ($)

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Comparison of Fees and Expenses — ClearBridge Small Cap Value Fund with ClearBridge Small Cap Fund

ClearBridge Small Cap Value Fund’s shareholders are expected to benefit from a lower effective management fee rate and a lower expense ratio for each class of shares as a result of the Reorganization (both before and after any applicable fee waivers and reimbursements). For the fiscal year ended September 30, 2023, ClearBridge Small Cap Value Fund paid an effective management fee rate of 0.75% of average net assets (before waivers), while for the fiscal year ended October 31, 2023, ClearBridge Small Cap Fund paid an effective management fee rate of 0.70% of average net assets (before waivers). Following the Reorganization, it is estimated that the effective management fee rate for ClearBridge Small Cap Fund will be 0.70% of average net assets (before waivers).

ClearBridge Small Cap Value Fund has a management fee rate of 0.75% on all assets; ClearBridge Small Cap Fund has a management fee rate of 0.70% of the first $1 billion of average net assets; 0.68% between $1 billion and $2 billion; 0.65% between $2 billion and $5 billion; 0.62% between $5 billion and $10 billion; and 0.59% over $10 billion. Following the Reorganization, the combined Fund will have a management fee rate of 0.70% of the first $1 billion of average net assets; 0.68% between $1 billion and $2 billion; 0.65% between $2 billion and $5 billion; 0.62% between $5 billion and $10 billion; and 0.59% over $10 billion. The combined ClearBridge Small Cap Fund will therefore have a lower contractual management fee rate than ClearBridge Small Cap Value fund at all asset levels.

The following tables describe the fees and expenses that you may pay if you buy, hold and sell shares of each Fund and are intended to help you compare the fees and expenses of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund and to analyze the estimated expenses that FTFA expects the combined Fund to bear in the first year following the Reorganization. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. Annual Fund operating expenses shown in the following tables are based on expenses for the six-month period ended March 31, 2024 for ClearBridge Small Cap Value Fund and the most recent semi-annual period ended April 30, 2024 for ClearBridge Small Cap Fund, as well as the pro forma fees and expenses that FTFA expects ClearBridge Small Cap Fund would have incurred assuming consummation of the Reorganization as of the beginning of the twelve month period ended April 30, 2024. Shareholders of ClearBridge Small Cap Value Fund will not pay a sales charge in connection with the Reorganization, although applicable contingent deferred sales charges will continue to apply. For purposes of determining the contingent

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deferred sales charge applicable to ClearBridge Small Cap Value Fund shareholders following the Reorganization, the amount of time that the shareholder held his or her ClearBridge Small Cap Value Fund shares will be added, or tacked, to the length of time the shareholder held ClearBridge Small Cap Fund shares acquired in the Reorganization.

Shareholder fees

(fees paid directly on your investment)

Annual Fund Operating Expenses

Expenses you pay each year as a % of the value of your investment

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¹ The sales charge is waived for shareholders purchasing Class A shares through Distributor Accounts.

² Shareholders purchasing Class A shares through certain Service Agents or in certain types of accounts may be eligible for a waiver of the sales charge. For additional information, see “Additional information about each share class-Sales charges” in the Prospectus.

³ Maximum deferred sales charge (load) may be reduced over time.

⁴ You may buy Class A shares in amounts of $1,000,000 or more at net asset value (without an initial sales charge), but if you redeem those shares within 18 months of their purchase, you will pay a contingent deferred sales charge of 1.00%.

⁵ If the value of your account is below $1,000 ($250 for retirement plans that are not employer-sponsored), the Fund may charge you a fee of $3.75 per account that is determined and assessed quarterly by the Fund or your Service Agent (with an annual maximum of $15.00 per account). Please contact your Service Agent or the Fund for more information.

⁶ For ClearBridge Small Cap Value Fund, the manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses and acquired fund fees and expenses) so that the ratio of total annual Fund operating expenses will not exceed 1.35% for Class A shares, 2.10% for Class C shares, 1.00% for Class I shares and 0.90% for Class IS shares, subject to recapture as described below. In addition, the ratio of total annual Fund operating expenses for Class IS shares will not exceed the ratio of total annual Fund operating expenses for Class I shares, subject to recapture as described below. These arrangements cannot be terminated prior to December 31, 2025 without the Board of Trustees’ consent. The manager is permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual Fund operating expenses have fallen to a level below the limits described above. In no case will the manager recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating

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expenses exceeding the applicable limits described above or any other lower limit then in effect. In addition, the manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed above.

⁷ For ClearBridge Small Cap Fund, the manager has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, dividend expense on short sales, taxes, extraordinary expenses and acquired fund fees and expenses) so that the ratio of total annual Fund operating expenses will not exceed 1.07% for Class A shares, 1.85% for Class C shares, 0.85% for Class I shares and 0.74% for Class IS shares, subject to recapture as described below. In addition, the ratio of total annual Fund operating expenses for Class IS shares will not exceed the ratio of total annual Fund operating expenses for Class I shares, subject to recapture as described below. These arrangements cannot be terminated prior to December 31, 2026 without the Board of Trustees’ consent. FTFA is permitted to recapture amounts waived and/or reimbursed to a class within three years after the fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual Fund operating expenses have fallen to a level below the limits described above. In no case will FTFA recapture any amount that would result, on any particular business day of the Fund, in the class’ total annual Fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect. In addition, FTFA has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. This management fee waiver is not subject to the recapture provision discussed above.

⁸ Total annual fund operating expenses of the ClearBridge Small Cap Value Fund do not include the costs of the Reorganization, which are expected to total approximately $39,893 after waivers, or approximately 0.034% of the Fund’s net assets.

Examples

These examples are intended to help you compare the cost of investing in ClearBridge Small Cap Value Fund with the cost of investing in ClearBridge Small Cap Fund both for the fiscal year set forth above and on a pro forma basis, and also allow you to compare this with the cost of investing in other mutual funds. The examples assume that you invest $10,000 in each share class of the Funds for the time periods indicated and then redeem all of your shares at the end of those periods. The examples also assume that your investment earns a 5% return each year and that the Funds’ operating expenses are exactly as described in the preceding table, except that any expense limitation agreement is reflected only through its expiration date (December 31, 2025 for the ClearBridge Small Cap Value Fund and December 31, 2026 for the ClearBridge Small Cap Fund). Class C shares generally convert to Class A shares 8 years after purchase, if your Service Agent has records verifying that your shares have been held for at least 8 years. This Example assumes your Class C shares are converted to Class A shares after 8 years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Portfolio Turnover of Each Fund

Each of the Funds pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect a Fund’s performance. During ClearBridge All Cap Value Fund’s and ClearBridge Value Fund’s most recent fiscal year, each Fund’s portfolio turnover rate was 24% and 60%, respectively. During ClearBridge Small Cap Value Fund’s and ClearBridge Small Cap Fund’s most recent fiscal year, each Fund’s portfolio turnover rate was 30% and 37%, respectively.

Historic Investment Performance of Each Fund

After the Reorganization, each Acquiring Fund will be the accounting survivor. This means that each Acquiring Fund will retain its historical investment performance and returns.

In recommending the Reorganization of each Target Fund, the Adviser noted that:

The charts and tables below provide some indication of the risks of investing in each Target Fund and each Acquiring Fund by showing changes in each Fund’s performance from year to year, and by comparing each Fund’s returns with those of a broad measure of market performance. Sales charges and taxes are not reflected in the returns in the bar charts. If sales charges and taxes were reflected, the returns would be lower than those shown. Performance for classes other than those shown may vary from the performance shown to the extent the expenses for those classes differ.

Please remember that past performance is not necessarily an indication of future results. It is possible to lose money on an investment in any of the Funds. A Fund may not achieve its investment objective. Each Fund’s performance after the period shown may differ significantly from its performance during such period. No assurance can be given that an Acquiring Fund will achieve any particular level of performance after the Reorganization. Each Fund makes updated performance information, including its current net asset value, available at www.franklintempleton.com/mutualfunds (select fund and share class), or by calling the Fund at 6LM-FUND/656-3863.

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Annual Performance

The chart below shows changes in the performance of ClearBridge All Cap Value Fund’s Class C shares.

Total returns (%)

Before taxes

Calendar Years ended December 31

    Best Quarter (12/31/2020): 19.81  Worst Quarter (3/31/2020): (32.11)

 Year-to-date performance through March 31, 2024 was 11.50% for ClearBridge All Cap Value Fund’s Class C shares.

* * * * *

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The chart below shows changes in the performance of ClearBridge Value Fund’s Class C shares.

Total returns (%)

Before taxes

Calendar Years ended December 31

    Best Quarter (12/31/2020): 25.71  Worst Quarter (3/31/2020): (30.58)

 Year-to-date performance through March 31, 2024 was 10.14% for ClearBridge Value Fund’s Class C shares.

* * * * *

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The chart below shows changes in the performance of ClearBridge Small Cap Value Fund’s Class C shares.

Total returns (%)

Before taxes

Calendar Years ended December 31

    Best Quarter (12/31/2020): 29.52  Worst Quarter (3/31/2020): (40.20)

 Year-to-date performance through March 31, 2024 was 3.04% for ClearBridge Small Cap Value Fund’s Class C shares.

* * * * *

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The chart below shows changes in the performance of ClearBridge Small Cap Fund’s Class C shares.

Total returns (%)

Before taxes

Calendar Years ended December 31

    Best Quarter (12/31/2020): 29.81  Worst Quarter (3/31/2020): (38.84)

 Year-to-date performance through March 31, 2024 was 2.92% for ClearBridge Small Cap Fund’s Class C shares.

Average Annual Total Returns

ClearBridge All Cap Value Fund

The following table provides some indication of the risks of investing in ClearBridge All Cap Value Fund. The table shows the average annual total returns of each class of the Fund that has been in operation for at least one full calendar year and also compares the Fund’s performance with the average annual total returns of an index or other benchmark and an average. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Average Annual Total Returns (%)

(for periods ended December 31, 2023)

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¹ For Class IS shares, for the period from the class’ inception date to December 31, 2023, the average annual total return of the Russell 3000 Value Index was 8.09%.

² For Class IS shares, for the period from the class’ inception date to December 31, 2023, the average annual total return of the Lipper Multi-Cap Value Fund Average was 8.45%.

The after-tax returns are shown only for Class C shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class C will vary from returns shown for Class C.

ClearBridge Value Fund

The following table provides some indication of the risks of investing in ClearBridge Value Fund. The table shows the average annual total returns of Class A, C, I and IS shares of the Fund and also compares the Fund’s performance with the average annual total returns of an index or other benchmark. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Average Annual Total Returns (%)

(for periods ended December 31, 2023)

¹ For Class IS shares, for the period from the class’ inception date to December 31, 2023, the average annual total return of the Russell 1000 Value Index was 5.31%.

The after-tax returns are shown only for Class C shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class C will vary from returns shown for Class C.

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ClearBridge Small Cap Value Fund

The following table provides some indication of the risks of investing in ClearBridge Small Cap Value Fund. The table shows the average annual total returns of each class of the Fund that has been in operation for at least one full calendar year and also compares the Fund’s performance with the average annual total returns of an index or other benchmark. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

The after-tax returns are shown only for Class C shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class C will vary from returns shown for Class C.

ClearBridge Small Cap Fund

The following table provides some indication of the risks of investing in ClearBridge Small Cap Fund. The table shows the average annual total returns of Class A, C, I and IS shares of the Fund and also compares the Fund’s performance with the average annual total returns of an index or other benchmark. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Average Annual Total Returns (%)

(for periods ended December 31, 2023)

¹ For Class IS shares, for the period from the class’ inception date to December 31, 2023, the average annual total return of the Russell 2000 Index was 7.49%.

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The after-tax returns are shown only for Class C shares, are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns for classes other than Class C will vary from returns shown for Class C.

Management of the Funds

Trustees

The Funds are part of the Franklin Templeton Funds complex. The following individuals comprise the Board of Trustees of both the Target Trust and the Acquiring Trust: Andrew L. Breech, Stephen R. Gross, Susan M. Heilbron, Arnold L. Lehman, Robin J.W. Masters, Ken Miller, G. Peter O’Brien, Thomas F. Schlafly, and Jane Trust. For more information about the Trustees and officers of the Target Trust and the Acquiring Trust, please see the applicable Fund’s SAI.

Investment Adviser and Subadvisers

FTFA serves as the investment adviser to each Target Fund and each Acquiring Fund.

ClearBridge Investments, LLC (“ClearBridge”) is each Fund’s investment subadviser and provides the day-to-day portfolio management of a Fund, except for any portion a Fund’s cash and short-term instruments that is allocated to Western Asset Management Company, LLC (“Western Asset”) for management.

Upon completion of a Reorganization, FTFA will continue to serve as the investment adviser and ClearBridge and Western Asset will continue to serve as subadvisers to each combined Fund.

Portfolio Managers

Reed Cassady, Albert Grosman, and Sam Peters serve as portfolio managers of ClearBridge All Cap Value Fund. Reed Cassady and Sam Peters also serve as portfolio managers of ClearBridge Value Fund along with Jean Yu. Upon completion of the Reorganization, Reed Cassady, Sam Peters, and Jean Yu will continue to serve as the portfolio managers for ClearBridge Value Fund. Please see “Additional Information About Each Acquiring Fund” in Appendix A and the SAI.

Albert Grosman and Brian Lund serve as portfolio managers of both ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund. Upon completion of the Reorganization, Messrs. Grosman and Lund will continue to serve as the portfolio managers for ClearBridge Small Cap Fund. Please see “Additional Information About Each Acquiring Fund” in Appendix A and the SAI.

Shareholder Information Regarding Share Classes, Dividends, Purchases, and Redemptions

Shareholders of a Target Fund will receive Class A, C, I or IS shares of the corresponding Acquiring Fund, respectively, in return for their Class A, C, I or IS shares of the Target Fund. Shareholder policies and procedures, including exchange rights and distribution, purchase, and redemption procedures, are identical for all of the Funds. Please see “Additional Information about Each Acquiring Fund” in Appendix A and the SAI.

U.S. Federal Income Tax Consequences of the Reorganization

It is expected that the Reorganization of each Target Fund into each Acquiring Fund will be a “reorganization” for U.S. federal income tax purposes. Accordingly, no gain or loss is expected to be recognized by either Target Fund or

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its shareholders directly as a result of the Reorganization. At any time before the consummation of the Reorganization, a shareholder may redeem shares. Such a redemption would generally result in recognition of gain or loss to such shareholder for federal income tax purposes. A portion of the portfolio assets of each Target Fund may be sold in connection with its Reorganization, either before or after the consummation of the Reorganization. It is not currently anticipated that such sales would occur prior to the applicable Reorganization, but if any such sales did occur prior to the Reorganization they might result in a taxable distribution of gains to the applicable Target Fund’s shareholders. A portion of the Target Fund’s portfolio assets are expected to be sold after the Reorganization by the corresponding Acquiring Fund, and, as a result of such sales, the Acquiring Fund might need to make taxable distributions to its shareholders (which, as a result of the Reorganization, would presumably include shareholders of the applicable Target Fund). Certain other tax consequences are discussed below under “Information About Each Reorganization — Federal Income Tax Consequences.”

PRINCIPAL RISKS OF EACH FUND

Because each Target Fund and its corresponding Acquiring Fund have similar investment objectives and strategies, the risks of investing in an Acquiring Fund are generally similar to the risks of investing in the corresponding Target Fund.

Because ClearBridge All Cap Value Fund and ClearBridge Value Fund have similar investment objectives and principal investment strategies, they are subject to similar principal risks. Each of the Funds identifies the following as being principal risks of the Fund: stock market and equity securities risk, market events risk, industry or sector focus risk, value investing risk, issuer risk, illiquidity risk, portfolio management risk, foreign investments risk, large capitalization company risk, and small and mid-capitalization company risk, along with certain other risks that are applicable to the Funds as noted below. As described above, ClearBridge Value Fund has more flexibility to invest in foreign investments and in emerging markets issuers, and therefore could be subject to potentially greater risk of foreign investments than ClearBridge All Cap Value Fund. ClearBridge Value Fund held 13.08% in foreign investments as of March 31, 2024, in comparison to ClearBridge All Cap Value Fund which held 13.80% in foreign investments as of that date. ClearBridge Value Fund is also subject to the risk of investing in fewer issuers; this risk is not identified as a principal risk of ClearBridge All Cap Value Fund. ClearBridge All Cap Value Fund also has a secondary investment objective focusing on current income and therefore is subject to dividend-paying stock risk. This risk is not identified as a principal risk of ClearBridge Value Fund.

Because ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund have similar investment objectives and principal investment strategies, they are subject to similar risks. Each of the Funds identifies the following as being principal risks of the Fund: stock market and equity securities risk, market events risk, industry or sector focus risk, value investing risk, issuer risk, illiquidity risk, portfolio management risk, foreign investments risk, small -capitalization company risk and valuation risk, along with certain other risks that are applicable to the Funds as noted below. As described above, ClearBridge Small Cap Fund has more flexibility to invest in foreign investments and in emerging markets issuers, and therefore could be subject to potentially greater risk of foreign investments than ClearBridge Small Cap Value Fund. ClearBridge Small Cap Fund held 6.98% in foreign investments as of March 31, 2024, in comparison to ClearBridge Small Cap Value Fund which held 5.27% in foreign investments as of that date. In addition, although both Funds have the flexibility to invest in real estate investment trusts (REITs), only ClearBridge Small Cap Value Fund lists REITs risk as a principal investment risk of the Fund. Both Funds are subject to industry or sector focus risk, but ClearBridge Small Cap Value Fund also specifically identifies financial services sector risk as a principal risk. The ClearBridge Small Cap Value Fund held 27.17% in the financial services sector as of March 31, 2024, in comparison to the ClearBridge Small Cap Fund which held 16.34% in the financial services sector as of that date.

Each of the Acquiring Funds also has a strategy to focus on “special situations” companies as described above, and therefore has identified “Special risks of companies undergoing reorganization, restructuring or a spin-off” as a principal risk as described below.

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Risk is inherent in all investing. The value of your investment in each Fund, as well as the amount of return you receive on your investment, may fluctuate significantly. You may lose part or all of your investment in a Fund or your investment may not perform as well as other similar investments. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any bank or government agency.

The following is a summary description of the risks identified as principal risks of the Funds.

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Please note that there are other factors that could adversely affect your investment in a Fund and that could prevent a Fund from achieving its investment objective. More information about risks appears in each Fund’s respective statement of additional information. Before investing, you should carefully consider the risks that you will assume.

INFORMATION ABOUT EACH REORGANIZATION

General

Each Reorganization will be effected pursuant to an Agreement and Plan of Reorganization between the Target Fund and its corresponding Acquiring Fund. The form of the Agreement is attached to this Prospectus/Information Statement as Exhibit 1.

Although the term “reorganization” is used for ease of reference, the transaction is structured as a transfer of all of the assets of a Target Fund to the corresponding Acquiring Fund in exchange for the assumption by the Acquiring Fund of all of the liabilities of the Target Fund and for the issuance and delivery to the Target Fund of shares of each class of the Acquiring Fund equal in aggregate value to the net value of the assets attributable to shares of the corresponding class of the Target Fund transferred to the Acquiring Fund.

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After receipt of the Reorganization Shares, a Target Fund will distribute the Reorganization Shares of each class to its shareholders of the corresponding class, in proportion to their existing shareholdings, in complete liquidation of each Target Fund, and the legal existence of each Target Fund will be terminated. Each shareholder of a Target Fund will receive a number of full and fractional Reorganization Shares equal in value at the date of the exchange to the aggregate value of the shareholder’s Target Fund shares.

Prior to the date of the transfer, a Target Fund may declare a distribution to shareholders that will have the effect of distributing to shareholders all of its remaining investment company income (computed without regard to the deduction for dividends paid) and net realized capital gains, if any, through the date of the transfer.

The Reorganizations are not contingent upon one another. The Reorganization involving your Fund may occur, even if the other Reorganization does not close.

Agreement and Plan of Reorganization

Each Reorganization will be governed by an Agreement, which provides that an Acquiring Fund will acquire all of the assets of the corresponding Target Fund in exchange for the assumption by the Acquiring Fund of all of the liabilities of the Target Fund and for the issuance of Reorganization Shares equal in value to the value of the transferred assets net of assumed liabilities. The Reorganization Shares will be issued on the Closing Date. The following discussion of each Agreement is qualified in its entirety by the full text of the Agreement.

Each Target Fund will sell all of its assets to the corresponding Acquiring Fund, and in exchange, the Acquiring Fund will assume all of the liabilities of the Target Fund and deliver to the Target Fund a number of full and fractional Reorganization Shares of each class having an aggregate net asset value equal to the value of the assets of the Target Fund attributable to shares of the corresponding class of shares of the Target Fund, less the value of the liabilities of the Target Fund assumed by the Acquiring Fund attributable to shares of such class of the Target Fund.

Immediately following the Closing Date, each Target Fund will distribute pro rata to its shareholders of record as of the close of business on the Closing Date the full and fractional Reorganization Shares received by the Target Fund, with Reorganization Shares of each class being distributed to holders of shares of the corresponding class of the Target Fund. As a result of the transaction, shareholders of each class of a Target Fund will receive a number of Reorganization Shares of the corresponding class of the corresponding Acquiring Fund equal in aggregate value at the Closing Date to the value of the Target Fund’s shares of the corresponding class held by the shareholder. This distribution will be accomplished by the establishment of accounts on the share records of each Acquiring Fund in the name of such Target Fund shareholder, each account representing the respective number of full and fractional Reorganization Shares of each class due such shareholder. New certificates for Reorganization Shares will not be issued.

The consummation of each Reorganization is subject to the conditions set forth in each Agreement, certain of which may be waived as permitted under the Agreement. Each Agreement may be terminated and the Reorganization with respect to the constituent Funds abandoned at any time prior to the Closing Date, by mutual consent of the Acquiring Fund and the corresponding Target Fund or, if any condition set forth in the Agreement has not been fulfilled and has not been waived by the party entitled to its benefits, by such party. The closing of the Reorganization of a Target Fund into its corresponding Acquiring Fund is not contingent upon the closing of the other Reorganization described in this Prospectus/Information Statement.

Except for the trading costs associated with the repositioning of the portfolio described below, the fees and expenses for the Reorganization of ClearBridge All Cap Value Fund and ClearBridge Value Fund and related transactions, consisting of legal, and audit and accounting expenses, are estimated to be $240,000, which will be split evenly between ClearBridge All Cap Value Fund and the Adviser or its affiliates. Such expenses to be borne by ClearBridge All Cap Value Fund are expected to total approximately $87,740 after waivers, or approximately 0.005% of the Target Fund’s net assets (approximately $0.0008 per Target Fund share). It is estimated that ClearBridge All

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Cap Value Fund’s shareholders would start to realize certain expense benefits within approximately one month or less after the Reorganization. Additionally, except for the trading costs associated with the repositioning of the portfolio described below, the fees and expenses for the Reorganization of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund and related transactions, consisting of legal, and audit and accounting expenses, are estimated to be $212,000 which will be split evenly between ClearBridge Small Cap Value Fund and the Adviser or its affiliates. Such expenses to be borne by ClearBridge Small Cap Value Fund are expected to total approximately $39,893 after waivers, or approximately 0.034% of the Target Fund’s net assets (approximately $0.006 per Target Fund share). It is estimated that ClearBridge Small Cap Value Fund’s shareholders would start to realize certain expense benefits within approximately four months after the Reorganization.

The Agreement and Plan of Reorganization provides that (i) any transaction costs associated with repositioning the portfolio of a Fund prior to the Reorganization will be borne by that Fund, and (ii) any transaction costs associated with repositioning the portfolio of the combined Acquiring Fund after the Reorganization will be borne by the combined Acquiring Fund. Although no repositioning of the portfolio of a Target Fund or an Acquiring Fund are necessary in order to effect its Reorganization, sales of approximately 31% of the portfolio securities held by ClearBridge All Cap Value Fund and approximately 15% of the ClearBridge Small Cap Value Fund were expected to be made by ClearBridge Value Fund and ClearBridge Small Cap Fund, respectively, following its Reorganization and were expected to result in transaction costs of approximately $188,208 and $5,854, respectively, or approximately $0.0087 per share and $0.0003 per share (in each case, estimated as of May 31, 2024). (This represents 0.0084% of the net assets of ClearBridge Value Fund and 0.0007% of ClearBridge Small Cap Fund, respectively.)

Trustees’ Considerations Relating to Each Reorganization

At a meeting of the Board held on May 2-3, 2024, the Trustees, including the Independent Trustees, considered the anticipated benefits and costs of each Reorganization from the perspective of each applicable Fund. As part of their review process, the Trustees reviewed materials provided by the Adviser and were represented by independent legal counsel to the Independent Trustees. The Trustees reviewed and considered information with respect to, among other things, the following factors: the similarities and differences between a Target Fund’s investment objectives, strategies, policies and risks in comparison to those of the corresponding Acquiring Fund, the relative sizes of a Target Fund and its corresponding Acquiring Fund, the comparative performance records of a Target Fund and its corresponding Acquiring Fund, a comparison of the Fund service providers of a Target Fund and its corresponding Acquiring Fund, the comparative expenses (including management fees, distribution fees, and other operating expenses) of a Target Fund and its corresponding Acquiring Fund (including pro forma expense information of each Acquiring Fund following the Reorganization), and information regarding the potential tax impact of the proposed Reorganization.

Investment matters. The Trustees considered that each Target Fund and the applicable Acquiring Fund have similar investment objectives and investment strategies. ClearBridge All Cap Value Fund seeks long-term capital growth, with current income as a secondary consideration, and ClearBridge Value Fund also seeks long-term growth of capital. ClearBridge Small Cap Value Fund seeks long-term capital growth, while ClearBridge Small Cap Fund seeks capital appreciation. The Trustees reviewed the differences in principal investment policies and strategies and related risks between each applicable Fund. The Trustees considered the Adviser’s statement generally that each Reorganization would provide shareholders of a Target Fund with an immediate benefit through a larger, more scalable Fund while continuing to pursue a similar investment strategy. The Trustees also considered that each Fund’s fundamental policies are identical.

Asset size. The Trustees considered information about the comparative size of each Target Fund and its corresponding Acquiring Fund and noted that the combined Fund would benefit from a larger asset base and potential economies of scale.

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Performance. The Trustees reviewed the historical performance of each Fund and considered each Fund’s performance relative to that of its peer group and to that of peers. The Trustees also compared the historical performance of each Target Fund with that of its corresponding Acquiring Fund.

Management and other fund service providers. The Trustees considered that FTFA serves as the manager of each Target Fund and its corresponding Acquiring Fund, and that ClearBridge Investments LLC and Western Asset serve as the subadvisers of each Fund. The Trustees noted that there were no material differences between the management or subadvisory agreements between a Target Fund and its corresponding Acquiring Fund or in the expected quality or types of management and subadvisory services provided to the Funds. The Trustees considered the experience and qualifications of the portfolio managers of each Fund, noting that there was substantial overlap in portfolio managers of ClearBridge All Cap Value Fund and ClearBridge Value Fund, and that the portfolio managers of ClearBridge Small Cap Value Fund and ClearBridge Small Cap Fund were the same. The Trustees further considered that each Fund had the same service providers, including the same distributor, custodian and fund transfer agent.

Management fees. The Trustees considered that, upon consummation of the Reorganization, each Acquiring Fund was expected to have a lower effective management fee rate than the corresponding Target Fund, and that the management fee rate of each Acquiring Fund will be the same or lower at all asset levels than those of the corresponding Target Fund.

Fund expenses. FTFA informed the Trustees that, as a result of each Reorganization, each class of shares of the combined Fund is expected to have a lower total expense ratio than the current total expense ratio of the corresponding class of shares of the Target Fund (both before and after waivers and reimbursements). The Trustees also considered that the procedures, transaction fees, and charges for purchases, exchanges, and redemptions of shares of all Funds are the same and that all Funds offer the same investor services and options to shareholders. The Trustees also considered the existing expense limitation agreements of each Fund. The Trustees noted that the Adviser agreed to an expense limitation arrangement for each Acquiring Fund whereby the Adviser would waive fees and/or reimburse operating expenses (other than interest, brokerage commissions, taxes, extraordinary expenses, deferred organizational expenses and acquired fund fees and expenses), so that the ratio of total annual Fund operating expenses would not exceed certain levels through December 31, 2026, subject to recapture under certain circumstances.

Tax matters. The Trustees considered that each Reorganization is expected to be a “reorganization” for U.S. federal income tax purposes and that, as a result, shareholders of each Fund are not expected to recognize any gain or loss for U.S. federal income tax purposes directly as a result of a Reorganization. The Trustees also considered each Fund’s gain and loss positions for tax purposes and potential limitations on the ability of a combined Fund to carry forward capital losses, if any, and use them to offset future gains. The Trustees also considered estimates of the net capital gains that were expected to be realized by ClearBridge Value Fund and ClearBridge Small Cap Fund in connection with the repositioning of the portfolios following the Reorganization, noting that such estimates were subject to change and could vary significantly after the closing of the Reorganization. See “Information About Each Reorganization — Additional Tax Considerations” below.

Costs of the proposed Reorganizations. The Trustees considered the expected costs of each proposed Reorganization, including that costs and expenses arising from each Reorganization will be split evenly between the respective Target Fund and FTFA or one of its affiliates, except that costs of repositioning a Fund’s portfolio, including brokerage commissions and other transaction costs will be borne by the Fund directly incurring them. The Trustees concluded that the costs of the Reorganization to be incurred by the respective Target Fund did not outweigh the potential benefits to the Target Fund shareholders resulting from the Reorganization. The Trustees considered that, although no repositioning of the portfolio of a Target Fund or an Acquiring Fund was necessary in order to effect its Reorganization, the portfolio managers of the ClearBridge Value Fund and the ClearBridge Small Cap Fund intended to sell certain portfolio securities after the Reorganization (including certain securities received from the Target Fund as part of the Reorganization). The Trustees considered information regarding the percentage of the portfolio assets that would be sold by each Acquiring Fund, and the potential transaction costs of the repositioning on an aggregate

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basis and as a percentage of the portfolio. See “Information About Each Reorganization — Agreement and Plan of Reorganization” above.

Terms and conditions of the Agreement. The Trustees considered the terms and conditions of each Agreement and whether the Reorganization would result in dilution of the interests of shareholders of the Target Fund or the Acquiring Fund.

Form of organization. The Trustees considered that each Fund is a series of a Maryland statutory trust, and that each Trust has a substantially similar Declaration of Trust and related organization documents, and, therefore, no change in shareholder rights was expected as a result of the Reorganization. The Trustees also considered that each Fund is subject to the supervision of the same Board of Trustees.

Alternatives to the Reorganization. The Trustees considered the long-term viability of ClearBridge All Cap Value Fund in light of the Adviser’s representation that the Fund’s future sales prospects were less attractive than those of the similarly managed ClearBridge Value Fund due to the Funds’ relative performance and total annual operating expenses. Similarly, the Trustees considered that the ClearBridge Small Cap Value Fund had limited prospects for future sales and long-term viability, and that if the Reorganization is not approved the Adviser would consider recommending the liquidation of the Fund. The Trustees considered that any liquidation of the Fund would subject shareholders to tax consequences.

Potential conflicts of interest. The Trustees considered information regarding potential benefits of a Reorganization to the Adviser and their respective affiliates and whether such benefits raised any potential conflicts of interest.

After consideration of the above factors and such information as the Board deemed relevant, the Trustees, including the Independent Trustees, separately on behalf of each Fund, unanimously approved each Reorganization and Agreement. In this connection, the Trustees concluded that a Target Fund’s participation in the transaction would be in the best interests of the Target Fund and that the Reorganization would not result in a dilution of the interests of existing shareholders of the Target Fund. The Trustees also determined that each Reorganization was in the best interest of the respective Acquiring Fund and that a Reorganization would not result in a dilution of the interests of those shareholders.

Description of the Reorganization Shares

Reorganization Shares will be issued to a Target Fund’s shareholders in accordance with the procedures under the Agreement as described above. The Reorganization Shares are Class A, Class C, Class I, and Class IS shares of the applicable Acquiring Fund. A Target Fund’s shareholders receiving Reorganization Shares will not pay an initial sales charge on such shares. Each class of Reorganization Shares has the same characteristics as shares of the corresponding class of the Target Fund. Your Reorganization Shares will be subject to a contingent deferred sales charge to the same extent that your Target Fund shares were so subject. In other words, your Reorganization Shares will be treated as having been purchased on the date you purchased your Target Fund shares and for the price you originally paid. For more information on the characteristics of each class of Reorganization Shares, please see “Additional Information About Each Acquiring Fund” in Appendix A and the SAI.

U.S. Federal Income Tax Consequences

Each of the Reorganizations is conditioned upon the receipt by the parties to the Agreement of an opinion from Morgan, Lewis & Bockius LLP, substantially to the effect that, based upon certain facts, assumptions and representations of the parties, as further described below, for federal income tax purposes:

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(i) The acquisition by the applicable Acquiring Fund of all of the assets of the corresponding Target Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the shares of the Acquiring Fund and the termination of the Target Fund, all pursuant to the Reorganization Agreement, will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Target Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(ii) The Target Fund will not recognize gain or loss upon the transfer of all of its assets to the Acquiring Fund solely in exchange for shares of the Acquiring Fund and the assumption of all of the liabilities of the Target Fund by the Acquiring Fund, or upon the distribution by the Target Fund to the Target Fund’s shareholders of the shares of the Acquiring Fund in liquidation of Target Fund, except for: (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized as a result of the closing of the Target Fund’s taxable year or upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code;

(iii) Shareholders of the Target Fund will not recognize gain or loss on the receipt of shares of the Acquiring Fund solely in exchange for shares of the Target Fund pursuant to the Reorganization;

(iv) The aggregate tax basis of the shares of the Acquiring Fund received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the shares of the Target Fund exchanged therefor;

(v) The holding period of the shares of the Acquiring Fund received by each Target Fund shareholder pursuant to the Reorganization will include the holding period of the shares of the Target Fund exchanged therefor, provided that the Target Fund shareholder held the shares of the Target Fund as capital assets at the time of the Reorganization;

(vi) The Acquiring Fund will not recognize gain or loss upon the receipt of all of the assets of the Target Fund solely in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund;

(vii) The tax basis of each asset of the Target Fund transferred to the Acquiring Fund in the Reorganization will be the same in the hands of the Acquiring Fund as the tax basis of such asset in the hands of the Target Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquiring Fund on the transfer; and

(viii) The holding period of each asset of the Target Fund transferred to the Acquiring Fund in the Reorganization in the hands of the Acquiring Fund, other than assets with respect to which gain or loss is required to be recognized, will include the Target Fund’s holding period for such asset (expect where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset).

Each opinion will be based on certain factual certifications made by officers of the applicable Target Fund and corresponding Acquiring Fund and will also be based on customary assumptions. No tax ruling has been or will be received from the Internal Revenue Service (“IRS”) in connection with either Reorganization. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position.

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Additional Tax Considerations

Upon consummation of a Reorganization, the tax attributes of the Target Fund and its corresponding Acquiring Fund will be shared by the applicable surviving combined Fund, subject to various limitations.

A Reorganization may result in a number of different limitations on the applicable Acquiring Fund’s ability to use realized and unrealized losses of the corresponding Target Fund or the Acquiring Fund. In the taxable year of the Acquiring Fund in which the Reorganization occurs, the Acquiring Fund will be able to use capital loss carryforwards of the Target Fund (including from the Target Fund’s short taxable year ending on the Closing Date), subject to the additional limitations described below, to offset only a prorated portion of the Acquiring Fund’s capital gains for the taxable year, based on the number of days remaining after the Closing Date in such taxable year.

A Reorganization may also result in limitations on the applicable Acquiring Fund’s ability, following the Reorganization, to use capital loss carryforwards of the corresponding Target Fund (including carryforwards generated in the tax year of the Target Fund ending on the Closing Date). Those limitations may apply if the shareholders of the Target Fund own less than 50% of the combined fund immediately after the Reorganization and would be imposed on an annual basis. A Reorganization may result in limitations on the applicable Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of the corresponding Target Fund’s assets on the Closing Date. Capital losses in excess of this limitation may be carried forward indefinitely, subject to any other applicable limitations. This annual limitation on the use of the Target Fund’s losses for periods following the Reorganization generally will equal the product of the net asset value of the Target Fund immediately prior to the Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Reorganization. This limitation may also be prorated in the taxable year of the Acquiring Fund in which the Reorganization occurs based on the number of days remaining after the Closing Date in such taxable year.

A Reorganization may result in limitations on the applicable Acquiring Fund’s ability, after the Reorganization, to use capital loss carryforwards of the Acquiring Fund, a portion of any losses recognized by the Acquiring Fund in its tax year that includes the Reorganization, and potentially on the Acquiring Fund’s ability to use unrealized capital losses inherent in the tax basis of its assets immediately prior to the Reorganization. These limitations may apply if the Acquiring Fund’s shareholders own less than 50% of the combined fund immediately after the Reorganization. These limitations are imposed on an annual basis. Losses in excess of the limitation may be carried forward, subject to generally applicable limitations. If applicable, the annual limitation on the use of these carryforwards for periods following the Reorganization generally will equal the product of the net asset value of the Acquiring Fund immediately prior to the Reorganization and the “long-term tax-exempt rate,” as published by the IRS and in effect at the time of the Reorganization.

If an Acquiring Fund or the corresponding Target Fund has a net unrealized gain inherent in its assets at the time of the applicable Reorganization, then, under certain circumstances, the Acquiring Fund, after the Reorganization, may not offset that gain, to the extent realized within five years of the Reorganization, by a carryforward of pre-Reorganization losses (other than a carryforward of pre-Reorganization losses of the Fund with the net unrealized gain inherent in its assets at the time of the Reorganization) or, in certain cases, by a net unrealized loss inherent at the time of the Reorganization in the assets of the other Fund.

As a result of a Reorganization, losses and loss carryforwards will benefit the shareholders of the applicable combined Acquiring Fund, rather than the shareholders of the fund that incurred them. As a result of these rules, taxable shareholders may pay more taxes, or pay taxes sooner, as a result of a Reorganization than they would have if the Reorganization did not occur.

As of March 31, 2024, ClearBridge All Cap Value Fund had net realized gains of approximately $49.1 million year to date, equal to approximately 3.01% of its net assets and net unrealized appreciation of $512.7 million, equal to approximately 31.43% of its net assets. As of that date, ClearBridge Value Fund had net realized gains of approximately

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$94.7 million year to date, equal to approximately 4.19% of its net assets and net unrealized appreciation of $642.2 million, equal to approximately 28.39% of its net assets. As of that date, neither fund has a capital loss carryforward.

ClearBridge Small Cap Value Fund had net realized losses of approximately $1.1 million year to date, equal to approximately 0.90% of its net assets and net unrealized appreciation of $24.5 million, equal to approximately 20.82% of its net assets. ClearBridge Small Cap Fund had net realized gains of approximately $9.3 million year to date, equal to approximately 1.00% of its net assets and net unrealized appreciation of $203.2 million, equal to approximately 22.03% of its net assets. ClearBridge Small Cap Value Fund had capital loss carryforwards equal to approximately $1.1 million, or 0.90% of its net assets.

Since the Reorganizations are not expected to close until on or around August or September 2024, the capital loss carryforwards, realized and unrealized gains and losses, and the applicability of the limitations described above may change significantly between now and the applicable Closing Date. The ability of any fund to use capital losses to offset gains (even in the absence of a Reorganization) also depends on factors other than loss limitations, such as the future realization of capital gains or losses. A portion of the portfolio assets of each Target Fund is expected be sold in connection with its Reorganization. The actual tax impact of such sales will depend on the difference between the prices at which the portfolio assets are sold and basis of the Target Fund in the assets. If the assets are sold by a Target Fund before the Reorganization, any net capital gains recognized in these sales, as reduced by any available capital losses, including in the form of carryforwards, will be distributed to the Target Fund’s shareholders as capital gain dividends (to the extent of net realized long-term capital gains over net realized short-term capital losses) and/or ordinary dividends (to the extent of net realized short-term capital gains over net realized long-term capital losses), and such distributions will be taxable to such shareholders. Because each Reorganization will end the tax year of a Target Fund, the Reorganization could accelerate distributions to shareholders from the Target Fund for its short tax year ending on the date of the Reorganization. Those tax year-end distributions will be taxable and will include any capital gains resulting from portfolio turnover prior to the Reorganization. If such assets are sold after the Reorganization, any net capital gains will be distributed to shareholders of the applicable Acquiring Fund, including existing shareholders and shareholders of the Target Fund who become shareholders of the Acquiring Fund as a result of the Reorganization. If portfolio assets formerly belonging to a Target Fund are sold by the corresponding Acquiring Fund after the applicable Reorganization, capital gains from the sales might be offset to a substantially lesser degree by capital losses than if the assets had been sold by the Target Fund before the Reorganization, due to the loss limitation rules described above. Management of each Fund currently expects that such sales generally will occur after each Reorganization. It is expected that, following the Reorganization, each of ClearBridge Value Fund and ClearBridge Small Cap Fund will sell approximately 31% and 15% of the portfolio acquired from the Target Fund, respectively. Based on estimates as of May 31, 2024, $189,972,978 in net capital gains ($8.82 per share) and $4,987,407 in net capital gains ($0.29 per share) are expected to be realized by ClearBridge Value Fund and ClearBridge Small Cap Fund, respectively, in connection with the sale of such securities.

No Shareholder Proxies will be Solicited

FTFA also advised the Board that each Trust’s Declaration of Trust, By-laws, and Maryland state law do not require shareholder approval of either Reorganization. Moreover, FTFA advised the Board that Rule 17a-8 under the 1940 Act allows for the consummation of each Reorganization without the need for shareholder approval because there is no material difference between the investment policies that under Section 13 of the 1940 Act could not be changed without a vote of a majority of its outstanding voting securities of a Target Fund and its corresponding Acquiring Fund, and there is no material difference between the advisory contract of a Target Fund and its corresponding Acquiring Fund.

The Board, including the Independent Trustees, determined that each Reorganization would be in the best interests of the respective Target Fund and the corresponding Acquiring Fund and that the interests of a Target Fund’s and an Acquiring Fund’s shareholders would not be diluted as a result of a Reorganization. The Board voted to approve each Reorganization. In addition, the Board determined that, because applicable legal requirements do not require shareholder approval under these circumstances, each Target Fund’s shareholders would not be asked to vote on the Reorganization.

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ADDITIONAL INFORMATION ABOUT THE FUNDS

Form of Organization

Each Target Fund is a series of the Target Trust, a Maryland statutory trust. Each Acquiring Fund is a series of the Acquiring Trust, a Maryland statutory trust. Each of the Target Trust and the Acquiring Trust are organized pursuant to a Declaration of Trust that contains substantially similar provisions. A discussion of certain provisions of the Declaration of Trust of the Acquiring Trust is set forth in Appendix B.

Capitalization¹

The following table sets forth the capitalization of each Fund as of June 30, 2024. The table also sets forth the pro forma combined capitalization of the combined Fund as if each Reorganization had occurred on the same date. If a Reorganization is consummated, the net assets, net asset value per share and shares outstanding on the Closing Date will vary from the information below due to changes in the market value of the portfolio securities of the Funds between June 30, 2024 and the Closing Date, changes in the amount of undistributed net investment income and net realized capital gains of the Funds during that period resulting from income and distributions, and changes in the accrued liabilities of the Funds during the same period:

(a) Reflects adjustment for estimated reorganization costs of $120,000 allocated to the Target Fund, net of expense waivers of $32,260.

(b) Reflects adjustment for estimated transaction costs of $188,208.

(c) Reflects adjustment to the number of shares outstanding due to the Reorganization.

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(a) Reflects adjustment for estimated reorganization costs of $106,000 allocated to the Target Fund, net of expense waivers of $66,107.

(b) Reflects adjustment for estimated transaction costs of $5,854.

(c) Reflects adjustment to the number of shares outstanding due to the Reorganization.

¹ Assumes the Reorganization had been consummated on June 30, 2024 and is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Fund will be received by the shareholders of the corresponding Target Fund on the Closing Date, and the foregoing should not be relied upon to reflect the number of shares of an Acquiring Fund that will be received by the shareholders of a Target Fund on or after such date.

² Holders of each class of a Target Fund will receive the corresponding class of shares of the corresponding Acquiring Fund.

The capitalization of each Fund and, consequently, the pro forma capitalization of the combined Fund, is likely to be different at the effective time of completion of each Reorganization as a result of market movements and daily share purchase and redemption activities, as well as the effect of other ongoing operations of each Fund prior to completion of the Reorganization.

OTHER INFORMATION

This section provides information on a number of topics relating to the Prospectus/Information Statement.

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Fiscal Year End

Each Target Fund has a September 30th fiscal year end. Each Acquiring Fund has an October 31st fiscal year end.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 100 East Pratt Street, Suite 2600, Baltimore, Maryland 21202, serves as the Funds’ independent registered public accounting firm.

Interests of Certain Persons

As of May 31, 2024, the Trustees and officers of each Fund owned in the aggregate less than 1% of the outstanding shares of a Fund.

To the best of the knowledge of the applicable Trust, the following shareholders owned of record 5% or more of the outstanding shares of a Target Fund and an Acquiring Fund as of the close of business on May 31, 2024 (those persons who beneficially own more than 25% of a particular class of shares may be deemed to control such class):

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