Franklin FTSE Japan ETF (FLJP) N-14Registration statement for investment companies business combination

These materials are for a Special Meeting of Shareholders of the BrandywineGLOBAL — Dynamic US Large Cap Value Fund (the “Fund”), which will be conducted exclusively online via live webcast and is scheduled for June 30, 2022, at 11:30 a.m., Eastern time.  These materials discuss a proposal to be voted on at the meeting and contain a Notice of Special Meeting of Shareholders, a Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”), and proxy card.  A proxy card is, in essence, a ballot.  When you complete a proxy card, it tells us how you wish the individuals named on your proxy card to vote on important issues relating to the Fund.  If you complete, sign and return a proxy card, we’ll vote your proxy exactly as you tell us.  If you simply sign and return a proxy card without indicating how your shares are to be voted, we’ll vote your proxy FOR the proposal which is in accordance with the Board of Trustees’ recommendation on page [11] of the Prospectus/Proxy Statement.

A copy of the Plan, which more completely sets forth the terms of the proposed reorganization of the Target Fund with and into the Acquiring Fund, is attached as Exhibit A to the Prospectus/Proxy Statement.

Shareholders of record as of the close of business on April 20, 2022 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting.

This Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”) solicits proxies to be voted at a Special Meeting of Shareholders, which will be conducted exclusively online via live webcast on June 30, 2022 (the “Meeting”), of the BrandywineGLOBAL — Dynamic US Large Cap Value Fund (the “BrandywineGLOBAL Fund” or “Target Fund”), a series of Legg Mason Global Asset Management Trust (the “Legg Mason Trust”).

At the Meeting, shareholders of the Target Fund will be asked to approve or disapprove an Agreement and Plan of Reorganization (the “Plan”).  If the Target Fund’s shareholders vote to approve the Plan, the assets and the liabilities of the Target Fund will be acquired and assumed, respectively, by the BrandywineGLOBAL—Dynamic US Large Cap Value ETF (the “BrandywineGLOBAL ETF” or the “Acquiring Fund”), a newly-created series of Franklin Templeton ETF Trust (the “ETF Trust”), in exchange solely for shares of the Acquiring Fund (“Acquiring Fund Shares”).

The Meeting will be conducted exclusively online via live webcast on June 30, 2022, at 11:30 a.m., Eastern time.  You can contact the host of the Meeting webcast by calling (866) 796-7179.  The Board of Trustees of Legg Mason Trust (the “Board”), on behalf of the Target Fund, is soliciting these proxies.  This Prospectus/Proxy Statement will first be sent to shareholders on or about [May 23], 2022.

If the Target Fund’s shareholders vote to approve the Plan, on the closing date of the reorganization, shareholders of the Target Fund will receive shares of the Acquiring Fund of equivalent aggregate net asset value (“NAV”) to their investment in the Target Fund.  The Target Fund will then be liquidated and dissolved.

The Target Fund and the Acquiring Fund (each, a “Fund” and, collectively, the “Funds”) have identical investment goals and principal investment strategies, and substantially the same principal investment risks, except that the Acquiring Fund will also be subject to certain principal investment risks due to its structure as an ETF.  Each Fund’s investment goal is to provide long-term capital appreciation by quantitatively investing in U.S. equities.

This Prospectus/Proxy Statement includes information about the Plan and the Acquiring Fund that you should know before voting on the Plan, which if approved, would result in your investing in the Acquiring Fund.  You should retain this Prospectus/Proxy Statement for future reference.  Additional information about the Target Fund, the Acquiring Fund and the proposed transaction has been filed with the U.S. Securities and Exchange Commission (“SEC”) and can be found in the following documents:

In particular, the Plan provides that (1) the assets of the Target Fund will be acquired by the Acquiring Fund and the liabilities of the Target Fund will be assumed by the Acquiring Fund in exchange for Acquiring Fund Shares; and (2) the Acquiring Fund Shares received by the Target Fund in the exchange will then be distributed to shareholders of the Target Fund.  After the Acquiring Fund Shares are distributed to the Target Fund’s shareholders, the Target Fund will be liquidated and dissolved.

The total expense ratio for the Acquiring Fund is lower than the expense ratios of the Target Fund for Class A, Class C, Class R and Class I shares as noted below. The expense ratio for the Acquiring Fund will be the same as the expense ratio of the Target Fund for Class IS shares.   In addition, the Acquiring Fund will be subject to a unitary fee structure, which will require the Acquiring Fund’s investment manager, Franklin Advisers, Inc. (“FAV”), to pay the Acquiring Fund’s ordinary operating expenses without any increase in the management fee, typically resulting in lower fees and expenses to shareholders.

As a condition of the closing of the Reorganization and assuming the parties comply with the terms of the Plan, the Legg Mason Trust and the ETF Trust will receive an opinion of counsel regarding the federal income tax consequences of the Reorganization. Shareholders should consult their tax advisers about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Prospectus/Proxy Statement relates only to the federal income tax consequences of the Reorganization.  For more information, please see the section “FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION.”

Shareholders who own shares of the Target Fund at the close of business on April 20, 2022 (the “Record Date”), will be entitled to vote at the Meeting, and each share (or fractional share) of the Target Fund outstanding as of the Record Date is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars as of the Record Date.  This method of voting is referred to as “dollar-weighted” voting.  Approval of the Reorganization by the Target Fund requires the affirmative vote of the lesser of: (i) a majority of the voting power of the outstanding voting securities of the Target Fund or (ii) 67% or more of the voting power of the voting securities of the Target Fund present or represented by proxy at the Meeting if the holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Target Fund are present or represented by proxy (“1940 Act Majority Vote”).  AST Fund Solutions, LLC is a company that has been retained by the Target Fund to assist in the solicitation of proxies, and collect and tabulate shareholder votes.  AST Fund Solutions, LLC is not affiliated with the Funds or with Franklin Resources, Inc.

Please vote by proxy as soon as you receive this Prospectus/Proxy Statement.  You may cast your vote by completing, signing, and mailing the enclosed proxy card(s), by calling the number on the enclosed proxy card(s), or, online by following the on-line instructions if your account is eligible.  If you vote by any of these methods, the persons appointed as proxies will officially cast your votes on your behalf at the Meeting.  You may also attend the Meeting and cast your vote at the Meeting, which is being conducted exclusively online via live webcast.

Shares of the Acquiring Fund are sold without a sales charge.  Unlike the Target Fund, shares of the Acquiring Fund are not purchased at NAV directly with the Acquiring Fund.  The Acquiring Fund will issue (or redeem) shares at NAV only to certain financial institutions that have entered into agreements with the Acquiring Fund’s distributor in large, aggregated blocks known as “Creation Units.”  A Creation Unit of the Acquiring Fund consists of a specified number of shares as stated in the Acquiring Fund’s Prospectus.  Creation Units are generally issued (or redeemed) in kind for securities (and an amount of cash) that the Acquiring Fund specifies each day at the NAV next determined after receipt of an order.

The Target Fund and the Acquiring Fund have different procedures for the purchase of shares. Shares of the Target Fund are sold on a continuous basis at NAV by Distributors.   Class A shares of the Target Fund are generally sold at NAV per share plus a sales charge.  The maximum front-end sales charge imposed on purchases of Class A shares for the Target Fund is 5.75% with reduced charges for purchases of $25,000 or more and no front-end sales charge for purchases of $1 million or more. There is generally a 1.00% contingent deferred sales charge (“CDSC”) for purchases of $1 million or more on Class A shares of the Target Fund if they are sold within 18 months of purchase, and for any purchase of Class C shares of the Target Fund if they are sold within one year of purchase.  Class R, I, and IS shares of the Target Fund are not subject to a sales charge.

The Funds have different features for redeeming and exchanging shares.  Redemption proceeds of the Target Fund are remitted by check, wire, or electronic transfer (ACH) after receipt of proper documents.  Redemptions may be made by contacting your Service Agent, or, if you hold shares directly with the Target Fund, by mail, and by telephone if your account application permits.  The Target Fund’s shares may be redeemed at any time at the NAV next calculated after a shareholder’s request is received in proper form.  Unlike the Target Fund, shares of the Acquiring Fund are not sold at NAV directly with the Acquiring Fund.  The Acquiring Fund will redeem shares at NAV only in Creation Units, and shares generally may only be sold on exchanges and other trading platforms, as explained above in the section titled “What are the purchase procedures of the Funds?”

The oversight of the operations of the Target Fund is the responsibility of the Board, and the management of the business of the Acquiring Fund is the responsibility of the Board of Trustees of the ETF Trust (the “ETF Trust Board”). The Board and the ETF Trust Board each elect officers, who are responsible for the day-to-day operations of the Funds.

Investment Manager of Target Fund.  Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018, serves as investment manager and provides administrative and certain oversight services to the Target Fund.

Investment Manager of Acquiring Fund.  Franklin Advisers, Inc. (“FAV”), One Franklin Parkway, San Mateo, CA 94403-1906, serves as investment manager and provides administrative and certain oversight services to the Acquiring Fund.

Sub-Advisor to the Funds. Brandywine Global Investment Management, LLC (“Brandywine Global” or the “Sub-Advisor”), 1735 Market Street, 18th Floor, Philadelphia, Pennsylvania 19103, serves as sub-adviser to the Funds.  As sub-adviser, Brandywine Global, subject to LMPFA’s supervision (in the case of the Target Fund), and FAV’s supervision (in the case of the Acquiring Fund), provides the day-to-day management of each Fund's investments.

LMPFA, Brandywine Global, and FAV are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“FRI”). FRI is a publicly owned holding company with its principal offices located at One Franklin Parkway, San Mateo, CA 94403-1906.  FAV and its affiliates have over $1.5 trillion in assets under management as of January 31, 2022.  Charles B. Johnson (former Chairman and Director of FRI) and Rupert H. Johnson, Jr. are principal shareholders of FRI.

Fund Management Team. The portfolio managers have responsibility for the day-to-day management of the Funds and operate as a team to develop ideas and implement investment strategy for each Fund.  The day-to-day portfolio management of each Fund is the responsibility of Brandywine Global.

The investment management fee paid to LMPFA, with respect to the Target Fund is equal to an annual rate of 0.55% of the Target Fund’s average daily net assets.  LMPFA pays Brandywine Global, as sub-adviser, a fee equal to 90% of the management fee paid to LMPFA by the Target Fund, net of any fee waivers and expense reimbursements.

FAV will serve as investment manager to the Acquiring Fund.  The Acquiring Fund, unlike the Target Fund, will have a unitary management fee (the “Unitary Fee”).   The Unitary Fee paid to FAV is equal to the annual rate of 0.65% of the Acquiring Fund’s average daily net assets.  Under the Unitary Fee, FAV reimburses the Acquiring Fund for all acquired fund fees and expenses (such as those associated with the Acquiring Fund’s investment in a Franklin Templeton money fund) and pays all of the ordinary operating expenses of the Acquiring Fund, except for (i) the Acquiring Fund’s management fee, (ii) payments under the Acquiring Fund’s Rule 12b-1 plan (if any), (iii) brokerage expenses (including any costs incidental to transactions in portfolio securities or instruments), (iv) taxes, (v) interest (including borrowing costs and dividend expenses on securities sold short and overdraft charges), (vi) litigation expenses (including litigation to which the ETF Trust or the Acquiring Fund may be a party and indemnification of the trustees and officers with respect thereto), and (vii) other non-routine or extraordinary expenses.

Brandywine Global serves as sub-adviser to the Acquiring Fund pursuant to a sub-advisory agreement with FAV.  Under the sub-advisory agreement, FAV pays Brandywine Global a sub-advisory fee based on 96% of the net investment advisory fee payable by the Acquiring Fund to FAV (the “Net Investment Advisory Fee”), calculated daily. The Net Investment Advisory Fee is equal to (i) the total investment management fees payable to FAV, minus any Acquiring Fund fees and/or expenses paid, waived or reimbursed by FAV, including as part of the Acquiring Fund’s unitary management fee structure pursuant to the investment management agreement,

minus (ii) any fees payable by FAV to Franklin Templeton Services, LLC (“FT Services”) for fund administrative services.

LMPFA provides administration services to the Target Fund pursuant to its investment management agreement with the Target Fund. FAV has an agreement with FT Services to provide certain administrative services and facilities to the Acquiring Fund.

Shareholders of the Funds pay various fees and expenses, either directly or indirectly.  The tables below show the fees and expenses that you would pay if you were to buy, hold or sell shares of each Fund.  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.  The fees and expenses in the tables appearing below are based on the expenses of the Target Fund for the fiscal year ended September 30, 2021 and the anticipated expenses of the Acquiring Fund during its first year of operation.  The tables also show the pro forma expenses of the Acquiring Fund after giving effect to the Reorganization, based on pro forma net assets as of September 30, 2021.  Pro forma numbers are estimated in good faith and are hypothetical. Actual expenses may vary significantly. You will not pay any sales load, CDSC, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of ETF shares from the Reorganization.

The following table shows shareholder fees paid directly from a new investment in the Target Fund.  You will not pay these charges in connection with the Reorganization.

These examples are intended to help you compare the cost of investing in the Target Fund’s Class A, Class C, Class R, Class I and IS shares with the cost of investing in the Acquiring Fund Shares, both before and after the Reorganization.  The example assumes:

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

Service Providers.  The Funds use the following service providers:

Distribution and Service (12b-1) Fees.  Under a Rule 12b-1 plan, the Funds may pay Distributors or others for the expenses of activities that are primarily intended to sell Acquiring Fund Shares, or in the case of the Target Fund, shares of a particular class.  These expenses also may include service fees paid to securities dealers or others who have executed a servicing agreement with either Fund, Distributors or its affiliates and others who provide service or account maintenance to shareholders (service fees); and the expenses of printing prospectuses and reports used for sales purposes, of marketing support and of preparing and distributing sales literature and advertisements.  Together, these expenses, including the service fees, are “eligible expenses.”  In the case of the Target Fund, the 12b-1 fees charged to each class are based only on the assets attributable to that particular class.

The Target Fund 12b-1 plan.  Class A shares, Class C shares and Class R shares are subject to Rule 12b-1 fees based on an annualized percentage of average daily net assets up to 0.25%, 1.00%, and 0.50%, respectively.  Class I and Class IS shares of the Target Fund are not subject to any shareholder services or Rule 12b-1 fees.

The ETF Trust 12b-1 plan.  The ETF Trust has adopted a Rule 12b-1 plan under the 1940 Act for the Acquiring Fund with an annual fee of up to 0.25% of average daily net assets.  Management currently does not intend that the Rule 12b-1 plan would be implemented for the Acquiring Fund at the time of the Reorganization or for the foreseeable future.  Management will obtain the approval of the ETF Trust Board before implementing the Rule 12b-1 plan for the Acquiring Fund.

At the November Board Meeting, the Board considered and approved the proposed Reorganization.  The independent trustees of the Target Fund (the “Independent Trustees”) were advised on this matter by independent counsel.

The Board received from FAV written materials containing relevant information about the Acquiring Fund and the proposed Reorganization.  The Board reviewed detailed information about: (1) the investment goal, strategies and policies of the Funds; (2) the portfolio management and other service providers of the Funds; (3) the comparability of the investment goals, policies, restrictions and investments of the Funds; (4) the current expense ratios of each Fund and the anticipated post-Reorganization expense ratio of the Acquiring Fund; (5) how the costs of the Reorganization will be borne solely by FAV or its affiliates and that no costs or expenses will be

borne by the Target Fund or its shareholders other than any portfolio transaction costs; (6) operational considerations in conjunction with effecting the Reorganization, including the need for a brokerage account to hold Acquiring Fund Shares; (7) the governance structure of the ETF Trust Board and the ETF Trust’s compliance program; (8) the federal income tax consequences of the Reorganization to the Target Fund’s shareholders; and (9) the general characteristics of the Funds.

The Board considered the potential benefits, risks and costs of the Reorganization to shareholders of the Target Fund.  In approving the Reorganization, the Board considered the following factors:

Based upon their evaluation of the relevant information presented to them, including the information and considerations described above but without identifying any single factor as all-important or controlling, and in light of their fiduciary duties under federal and state law, the Board of the Legg Mason Trust, on behalf of the Target Fund, including all of the Independent Trustees, concluded that participating in the Reorganization is in the best interests of the Target Fund, and that no dilution of value would result to the shareholders of the Target Fund from the

Reorganization.  The Board unanimously approved the Plan at a meeting held on November 2-3 2021, and, on behalf of the Target Fund, unanimously recommended that shareholders of the Target Fund vote to approve the Plan.

If the shareholders of the Target Fund approve the Plan, the Reorganization will be completed after various conditions are satisfied, including the preparation of certain documents.  If the shareholders of the Target Fund do not approve the Plan, the Reorganization will not take place. The Target Fund will continue to operate as it currently does, and the Board of the Target Fund will consider such other actions as it deems necessary or appropriate.

If the Plan is approved by the Target Fund’s shareholders, each class of shares of the Target Fund, other than Class IS shares, will then be converted into Class IS shares (without a contingent deferred sales charge or other charge) immediately prior to the Reorganization.  After such conversion, any fractional shares held by shareholders will be redeemed, and the Target Fund will distribute the redemption proceeds to those shareholders. The redemption of shareholders’ fractional shares will likely be a taxable event for such shareholders and those shareholders are encouraged to consult their tax advisors to determine the effect of any such redemption.

 On the closing date, which is scheduled to occur on or about October 28, 2022 (the “Closing Date”), but which may occur on an earlier or later date as the officers of the Target Fund and the Acquiring Fund may mutually agree, the Target Fund will transfer substantially all of its assets, free and clear of all liens, encumbrances, and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund’s assets), to the Acquiring Fund and the Acquiring Fund will assume all liabilities of the Target Fund.  In exchange, the Acquiring Fund will issue the Acquiring Fund Shares that have an aggregate NAV equal to the dollar value of the net assets delivered to the Acquiring Fund by the Legg Mason Trust, on behalf of the Target Fund.  The Legg Mason Trust, on behalf of the Target Fund, will distribute to shareholders the Acquiring Fund Shares it receives.  Each shareholder of the Target Fund will receive Acquiring Fund Shares with an aggregate NAV equal to the aggregate NAV of his or her shares of the Target Fund (and, immediately prior to the Reorganization, cash in lieu of fractional shares, if any).  The Target Fund will accept requests for redemptions only if received in proper form before 1:00 p.m., Pacific time, on the Closing Date.  Shareholders who wish to redeem shares after 1:00 p.m., Pacific time, on the Closing Date will have to sell their shares on

an exchange using their brokerage account.  The Target Fund will then terminate its existence, liquidate, and dissolve.

The obligations under the Plan are subject to various conditions, including, but not limited to:

The following table sets forth as of September 30, 2021, the capitalizations of the Funds.  The table also shows the projected capitalization of the Acquiring Fund as adjusted to give effect to the proposed Reorganization and assumes that the Reorganization is approved for the Target Fund.  If the Reorganization is approved by the Target Fund’s shareholders, each class of shares of the Target Fund, other than Class IS shares, will be converted into Class IS shares (without a contingent deferred sales charge or other charge) immediately prior to the Reorganization.  At the closing of the Reorganization, shareholders of the Target Fund will receive the Acquiring Fund Shares (and cash in lieu of fractional shares, if any) based on the relative NAVs per shares of the Funds as of 1:00 p.m., Pacific time, on the Closing Date.

The Target Fund is currently classified as an open-end fund under the 1940 Act (meaning a fund that issues and redeems shares on a continuous basis).  As an open-end fund operating as a mutual fund, the Target Fund offers shares that are redeemable on each business day and daily liquidity.  The Acquiring Fund is also classified as an open-end fund under the 1940 Act, but operates as an ETF.  As an ETF, the Acquiring Fund offers shares that are bought and sold on a national securities exchange, which gives investors the ability to buy their shares throughout the day at the current market price (which may be at a premium or discount to NAV).

The Target Fund and Acquiring Fund have identical investment goals and strategies.  Each Fund’s investment goal and principal investment strategies are non-fundamental, which means they may be changed at any time by their respective board without shareholder approval and upon notice to shareholders.

Investment Goal. Each Fund seeks to provide long-term capital appreciation by quantitatively investing in U.S. equities.

The Funds may have significant positions in particular sectors from time to time.  As of the date of this Proxy Statement/Prospectus, the top two sectors represented by the Target Fund’s investments were financials and health care.  These sectors may change over time.  In addition, the Funds may engage in active and frequent trading to achieve their respective investment goal.

Market Trading.  The Acquiring Fund faces numerous market trading risks, including the potential lack of an active market for Acquiring Fund Shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Acquiring Fund. Any of these factors, among others, may lead to Acquiring Fund Shares trading at a premium or discount to NAV. Thus, you may pay more (or less) than NAV when you buy shares of the Acquiring Fund in the secondary market, and you may receive less (or more) than NAV when you sell those shares in the secondary market. The Sub-Advisor cannot predict whether shares will trade above (premium), below (discount) or at NAV.

The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganization and is based upon the current provisions of the Code, existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change, possibly with retroactive effect.  These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances.  These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account (IRA) or qualified retirement plan.

As a condition of closing the Reorganization, the Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, will receive an opinion of Morgan Lewis & Bockius LLP (“Morgan Lewis”) to the effect that for federal income tax purposes:

In rendering the opinion, Morgan Lewis will rely upon, among other things, certain facts and assumptions and certain representations of the Legg Mason Trust, the Target Fund, the ETF Trust, and the Acquiring Fund. The condition that the parties to the Reorganization receive such an opinion may not be waived.

Neither of the Funds have requested nor will request an advance ruling from the IRS as to the U.S. federal income tax consequences of the 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. A copy of the opinion will be filed with the SEC and will be available for public inspection after the Closing Date of the Reorganization.  See “INFORMATION ABOUT THE FUNDS.”

By reason of the Reorganization, the Acquiring Fund will succeed to and take into account any capital loss carryforwards of the Target Fund. The Reorganization is not expected to independently result in limitations on the Acquiring Fund’s ability to use any capital loss carryforwards of the Target Fund. However, the capital loss carryforwards may subsequently become subject to an annual limitation as a result of sales of the Acquiring Fund Shares or other reorganization transactions in which the Acquiring Fund might engage post-Reorganization.

You may request a free copy of each Fund’s Prospectus and SAI, and the Target Fund’s Annual or Semi-Annual Report to Shareholders, the SAI relating to this Prospectus/Proxy Statement, and other information by calling (800) DIAL-BEN/(800) 342-5236 or by writing to a Fund at One Franklin Parkway, San Mateo, CA 94403-1906.

The Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, file proxy materials, reports and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act.  These materials can be viewed on the EDGAR database on the SEC’s Internet site at http://www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Comparison of Capital Structure.  The Target Fund is a diversified series of Legg Mason Trust.  Legg Mason Trust was organized as a Maryland statutory trust on October 7, 2009 and is registered with the SEC.

The Acquiring Fund is a diversified series of the ETF Trust.  The ETF Trust was organized as a Delaware statutory trust effective October 9, 2015 and is registered with the SEC.

The authorized number of shares of each Fund is unlimited, the Target Fund with a par value of 0.00001, and the Acquiring Fund without par value.  Each Fund may issue fractional shares, but the Acquiring Fund does not intend to issue fractional shares.    Shares of each Fund are fully paid and nonassessable and have no preference, preemptive or subscription rights.  The Target Fund’s and the Acquiring Fund’s shareholders have no appraisal rights.

Comparison of Voting Rights.  Shares of each class of a Fund represent proportionate interests in such Fund's assets.  For the Acquiring Fund, each whole share is entitled to one vote as to any matter on which it is entitled to vote and each fractional share carries a proportionate fractional vote. For the Target Fund, each share (or fractional share) of the Target Fund is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars.

On matters that affect the Target Fund as a whole, each class of the Target Fund has the same voting and other rights and preferences as any other class of the Target Fund.   On matters that affect only one series of the Legg Mason Trust, only shareholders of that series may vote.  On matters that affect only one class of the Target Fund, only shareholders of that class may vote.  Each class of the Target Fund votes separately on matters affecting only that series, that class, or matters expressly required to be voted on separately by class, by state or federal law.  Shares of each class of the Target Fund have the same voting and other rights and preferences as the other classes and series of the Legg Mason Trust for matters that affect the Legg Mason Trust as a whole.

There is no cumulative voting on any matter submitted to a vote of the shareholders of either the Target Fund or Acquiring Fund.  For board member elections, this gives holders of more than 50% of the voting power of the Legg Mason Trust, and 50% of the shares voting of the ETF Trust, the ability to elect all of the members of such Trust’s board.  If this happens, holders of the remaining shares voting will not be able to elect anyone to the respective Trust’s board.

Proposals Subject to Shareholder Approval.  The 1940 Act provides that shareholders of the Funds have the power to vote with respect to certain matters; specifically, for the election of trustees, the selection of auditors (under certain circumstances), the approval of investment management agreements and certain amendments to plans of distribution, and amendments to policies, goals or restrictions deemed to be fundamental.  In addition, shareholders of each Fund are granted the power to vote on certain matters by each Fund’s Declaration of Trust (each, a

“Trust Instrument” and together, the “Trust Instruments”), bylaws, the laws governing Maryland statutory trusts in the case of the Target Fund, and the laws governing Delaware statutory trusts, in the case of the Acquiring Fund.  For example, the Trust Instrument of the ETF Trust gives Acquiring Fund shareholders the power to vote only on such matters required by the Trust Instrument, the Acquiring Fund’s bylaws, the 1940 Act, other applicable law and any registration statement filed with the SEC, the registration of which is effective; and on such other matters as the ETF Trust Board may consider necessary or desirable. Similarly, the Trust Instrument of the Legg Mason Trust gives Target Fund shareholders the power to vote only for the election or removal of Trustees of the Legg Mason Trust and with respect to such additional matters relating to the Legg Mason Trust as may be required by law or as the Board may consider and determine necessary or desirable.

Quorum and Vote Required to Approve a Proposal.  Quorum for a shareholders’ meeting of the Target Fund is shares representing thirty percent (30%) of the voting power of the shares of the Target Fund on the Record Date, based on each dollar of net asset value of the Target Fund represented by such shares.  Quorum for a shareholders’ meeting of the Acquiring Fund is forty percent (40%) of the shares entitled to vote which are present at the Meeting or by proxy.  Under each Trust Instrument, to the extent a larger vote is not required by applicable law, a majority of the votes cast, or in the case of the Target Fund shares representing a majority of the voting power at a meeting at which a quorum is present generally shall decide any questions, with the exception that trustees of each Fund (“Trustees”) are elected by not less than a plurality of the votes cast at such a meeting.

Setting a Record Date.  Each Fund’s Trust Instrument and/or bylaws establishes the maximum number of days prior to a shareholders’ meeting during which a record date may be set by the Fund’s respective Board.  For the Target Fund, the maximum number of days is 120.  For the Acquiring Fund, the minimum number of days is 10 and the maximum number of days is 120.  A determination of shareholders of record entitled to notice of or to vote at a respective Fund’s shareholder meeting applies to any adjournment of such meeting.  However, in the case of the Acquiring Fund (but not the Target Fund), the Acquiring Fund Board may fix a new record date for the adjourned meeting and shall fix a new record date for any meeting that is adjourned for more than one hundred and eighty (180) days from the record date set for the original meeting.

Legal Structures.  Open-end funds formed under the Delaware Statutory Trust Act (the “DSTA”), such as the Acquiring Fund, and the Maryland Statutory Trust Act (the “MSTA”), such as the Target Fund, are granted a significant amount of operational flexibility with respect to features, rights and obligations of the statutory trust and its Trustees and shareholders in their organizational instruments.  Funds organized under both the DSTA and the MSTA have benefited from this flexibility to streamline their operations and minimize expenses.  For example, funds organized as Delaware or Maryland statutory trusts are not typically required to hold annual shareholders’ meetings if meetings are not otherwise required by the federal securities laws or their declarations of trust or bylaws, and such funds may create new classes or series of shares without having to obtain the approval of shareholders.  In addition, a fund may provide in its governing documents that certain fund transactions, such as certain mergers, reorganizations and liquidations, may go forward with only Trustee approval and not a shareholder vote; such funds are still subject, however, to the voting requirements of the 1940 Act.

Limited Liability for Shareholders.  Under both the DSTA and MSTA, shareholders of the Funds are entitled to the same limitation of personal liability as is extended to shareholders of a corporation organized for profit under each Fund’s respective state laws.

Boards of Trustees.  Pursuant to the DSTA, MSTA, and the Trust Instruments, the responsibility for the general oversight of each Fund is vested in its respective Board, which, among other things, is empowered by its respective Trust Instrument to elect officers and provide for the compensation of agents, consultants and other professionals to assist and advise in such management.  Pursuant to the Trust Instrument of the Legg Mason Trust, no Trustee of the Legg Mason Trust shall be held liable to the Legg Mason Trust or any shareholder of the Target Fund except to the extent that it is proved that the Trustee actually received an improper benefit or profit in money, property, or services, or to the extent that a judgment or other final adjudication adverse to the Trustee is entered in a proceeding based on a finding in the proceeding that the Trustee’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.  Pursuant to the Trust Instrument of the ETF Trust, no Trustee of the ETF Trust shall be held liable to the ETF Trust or any shareholder of the Acquiring Fund for any act or omission or any conduct whatsoever in his or her capacity as Trustee, except for an act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing, willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Inspection Rights.  Shareholders shall have no right under the MSTA to inspect the records, shareholder lists, documents, accounts and books of the Legg Mason Trust, and except to the extent required by law other than the MSTA, shareholders shall be permitted to inspect only such records, shareholder lists, documents, accounts and books of the Legg Mason Trust as the trustees may determine from time to time.  The ETF Trust provides shareholders certain inspection rights of its books and records, to at least the extent required by applicable law.

A 1940 Act Majority Vote, as defined herein, is required to approve the Reorganization.  Each share (or fractional share) of the Target Fund outstanding as of the Record Date that is held by a Target Fund shareholder is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars as of the Record Date.  If sufficient votes to approve the Reorganization are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitation of proxies.

Shareholders of record of the Target Fund on the Record Date will be entitled to vote at the Meeting.  The following table shows the number of shares of each class and the total number of outstanding shares of each class of the Target Fund as of the Record Date:

AST Fund Solutions, LLC, a professional proxy solicitation firm (the “Solicitor”), has been engaged to assist in the solicitation of proxies, at an estimated cost of approximately $17,050 which will be borne by FAV.  The Legg Mason Trust, on behalf of the Target Fund, expects that the solicitation will be primarily by mail.  As the date of the Meeting approaches, however, certain shareholders of the Target Fund may receive a telephone call from a representative of the Solicitor if their votes have not yet been received.  Authorization to permit the Solicitor to execute proxies may be obtained by telephonic instructions from shareholders of the Target Fund.  Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below.  The Legg Mason Trust believes that these procedures are reasonably designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.

In all cases where a telephonic proxy is solicited, the Solicitor representative is required to ask for each shareholder’s full name and address and to confirm that the shareholder has received the proxy materials in the mail or by other acceptable means.  If the shareholder is a corporation or other entity, the Solicitor representative is required to ask for the person’s title and for confirmation that the person is authorized to direct the voting of the shares.  If the information solicited agrees with the information provided to the Solicitor, then the Solicitor representative may ask for the shareholder’s instructions on the proposal described in this Prospectus/Proxy Statement.  Although the Solicitor representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than by reading any recommendation set forth in this Prospectus/Proxy Statement.  The Solicitor representative will record the shareholder’s instructions on a proxy card.  Within 72 hours, the shareholder will be sent a letter to confirm his or her vote and asking the shareholder to call the Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or online, the shareholder may submit the proxy card(s) originally sent with this Prospectus/Proxy Statement or attend the Meeting.

The Legg Mason Trust, on behalf of the Target Fund, will request broker-dealer firms, custodians, nominees, and fiduciaries to forward proxy material to the beneficial owners of the shares of record.  FAV or LMPFA may reimburse broker-dealer firms, custodians, nominees, and fiduciaries for their reasonable expenses incurred in connection with such proxy solicitation.  In addition, certain officers and representatives of the Legg Mason Trust or its affiliates, who will receive no extra compensation for their services, may solicit proxies by telephone or personally.

These materials are for a Special Meeting of Shareholders of the Martin Currie International Sustainable Equity Fund (the “Fund”), which will be conducted exclusively online via live webcast and is scheduled for June 30, 2022, at 11:00 a.m., Eastern time.  These materials discuss a proposal to be voted on at the meeting and contain a Notice of Special Meeting of Shareholders, a Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”), and proxy card.  A proxy card is, in essence, a ballot.  When you complete a proxy card, it tells us how you wish the individuals named on your proxy card to vote on important issues relating to the Fund.  If you complete, sign and return a proxy card, we’ll vote your proxy exactly as you tell us.  If you simply sign and return a proxy card without indicating how your shares are to be voted, we’ll vote your proxy FOR the proposal which is in accordance with the Board of Trustees’ recommendation on page [11] of the Prospectus/Proxy Statement.

A copy of the Plan, which more completely sets forth the terms of the proposed reorganization of the Target Fund with and into the Acquiring Fund, is attached as Exhibit A to the Prospectus/Proxy Statement.

Shareholders of record as of the close of business on April 20, 2022 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting.

This Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”) solicits proxies to be voted at a Special Meeting of Shareholders, which will be conducted exclusively online via live webcast on June 30, 2022 (the “Meeting”), of the Martin Currie International Sustainable Equity Fund (the “Martin Currie Fund” or “Target Fund”), a series of Legg Mason Global Asset Management Trust (the “Legg Mason Trust”).

At the Meeting, shareholders of the Target Fund will be asked to approve or disapprove an Agreement and Plan of Reorganization (the “Plan”).  If the Target Fund’s shareholders vote to approve the Plan, the assets and the liabilities of the Target Fund will be acquired and assumed, respectively, by the Martin Currie Sustainable International Equity ETF (the “Martin Currie ETF” or the “Acquiring Fund”), a newly-created series of Franklin Templeton ETF Trust (the “ETF Trust”), in exchange solely for shares of the Acquiring Fund (“Acquiring Fund Shares”).

The Meeting will be conducted exclusively online via live webcast on June 30, 2022, at 11:00 a.m., Eastern time.  You can contact the host of the Meeting webcast by calling (800) 581-3783.  The Board of Trustees of Legg Mason Trust (the “Board”), on behalf of the Target Fund, is soliciting these proxies.  This Prospectus/Proxy Statement will first be sent to shareholders on or about [May 23], 2022.

If the Target Fund’s shareholders vote to approve the Plan, on the closing date of the reorganization, shareholders of the Target Fund will receive shares of the Acquiring Fund of equivalent aggregate net asset value (“NAV”) to their investment in the Target Fund.  The Target Fund will then be liquidated and dissolved.

The Target Fund and the Acquiring Fund (each, a “Fund” and, collectively, the “Funds”) have identical investment goals and principal investment strategies, and substantially the same principal investment risks, except that the Acquiring Fund will also be subject to certain principal investment risks due to its structure as an ETF.  Each Fund’s investment goal is to provide long-term capital appreciation.

This Prospectus/Proxy Statement includes information about the Plan and the Acquiring Fund that you should know before voting on the Plan, which if approved, would result in your investing in the Acquiring Fund.  You should retain this Prospectus/Proxy Statement for future reference.  Additional information about the Target Fund, the Acquiring Fund and the proposed transaction has been filed with the U.S. Securities and Exchange Commission (“SEC”) and can be found in the following documents:

This is only a summary of certain information contained in this Prospectus/Proxy Statement.  You should read the more complete information in the rest of this Prospectus/Proxy Statement, including the Plan (attached as Exhibit A) and the Acquiring Fund Prospectus (enclosed).

The Target Fund, which is currently operated as a mutual fund, will be converted into an ETF through its reorganization (the “Reorganization”) into a newly-created Acquiring Fund that has the same investment goal and investment strategies as the Target Fund.  As an ETF, the Acquiring Fund’s shares will be traded on The Nasdaq Stock Market, LLC (“Nasdaq”).  The Reorganization will be accomplished in accordance with the Plan. Shareholders of the Target Fund are being asked to approve the Plan between the Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, that provides for: (1) the acquisition of the assets and the assumption of the liabilities of the Target Fund by the Acquiring Fund in exchange solely for shares of the Acquiring Fund, (2) the distribution of such shares to the shareholders of the Target Fund, and (3) the complete liquidation and dissolution of the Target Fund.

The Plan also sets forth the terms of a proposed reorganization of the BrandywineGLOBAL – Dynamic US Large Cap Value Fund (the “BrandywineGLOBAL Fund”) with and into the BrandywineGLOBAL Dynamic US Large Cap Value ETF, but at the Meeting, shareholders of the Martin Currie Fund will not be asked to vote on the Plan as it relates to the BrandywineGLOBAL Fund.  Shareholders of the BrandywineGLOBAL Fund will receive a separate Notice of Special Meeting of Shareholders and Prospectus/Proxy Statement, and will be asked to vote on the Plan as it relates to the BrandywineGLOBAL Fund via proxy or by virtually attending a shareholder meeting.

If the Target Fund’s shareholders vote to approve the Plan and all other closing conditions of the Reorganization under the Plan are satisfied or waived, then shareholders of the Target Fund will become shareholders of the Acquiring Fund on or about October 28, 2022 and will no longer be shareholders of the Target Fund.  Shareholders of the Target Fund will receive Acquiring Fund Shares with an equivalent aggregate NAV of the Acquiring Fund.

In particular, the Plan provides that (1) the assets of the Target Fund will be acquired by the Acquiring Fund and the liabilities of the Target Fund will be assumed by the Acquiring Fund in exchange for Acquiring Fund Shares; and (2) the Acquiring Fund Shares received by the Target Fund in the exchange will then be distributed to shareholders of the Target Fund.  After the Acquiring Fund Shares are distributed to the Target Fund’s shareholders, the Target Fund will be liquidated and dissolved.

In addition, if the Plan is approved by the Target Fund’s shareholders, each class of shares of the Target Fund, other than Class IS shares, will then be converted into Class IS shares (without a contingent deferred sales charge or other charge) immediately prior to the Reorganization.

If the Reorganization is completed, you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund.  Upon completion of the Reorganization, Target Fund shareholders will own shares of the Acquiring Fund having an aggregate net asset value (“NAV”) equal to the aggregate NAV of the shares of the Target Fund that were owned when the Reorganization happened.  Shares of the Acquiring Fund will be transferred to a shareholder’s brokerage account, or if a shareholder does not have a brokerage account, the shares will be held by a stock transfer agent until a brokerage account is identified or the account is converted to cash (subject to applicable federal or state laws concerning unclaimed property).  Shares of the Acquiring Fund are not issued in fractional shares.  As a result, the Target Fund will redeem any fractional shares held by shareholders at NAV immediately prior to the Reorganization.  Such redemption will result in a cash payment, which is expected to be small and will likely be taxable to some extent for shareholders who hold fractional shares in a taxable account.  Shareholders should consult their tax advisors to determine the effect of such redemption.

After the Reorganization, individual shares of the Acquiring Fund may only be purchased and sold on Nasdaq, other national securities exchanges, electronic crossing networks and other alternative trading systems.  Should a former Target Fund shareholder decide to purchase or sell shares in the Acquiring Fund after the Reorganization, the shareholder will need to place a trade through a broker who will execute the trade on an exchange at prevailing market prices.  Because Acquiring Fund Shares trade at market prices rather than at NAV, Acquiring Fund Shares may trade at a price less than (discount) or greater than (premium) the Acquiring Fund’s NAV.  As with all ETFs, your broker may charge a commission for purchase and sale transactions, although ETFs trade with no transaction fees (NTF) on many platforms.

The total expense ratio for the Acquiring Fund is lower than the expense ratios of the Target Fund for Class A and Class I shares as noted below. The expense ratio for the Acquiring Fund will be the same as the expense ratio of the Target Fund for Class IS shares.   In addition, the Acquiring Fund will be subject to a unitary fee structure, which will require the Acquiring Fund’s investment manager, Franklin Advisers, Inc. (“FAV”), to pay the Acquiring Fund’s ordinary operating expenses without any increase in the management fee, typically resulting in lower fees and expenses to shareholders.

For a more detailed comparison of the Funds’ fees and expenses, see the sections below titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS ‒ What are the Funds’ investment management fee rates?” and “What are the fees and expenses of each Fund and what might they be after the Reorganization?”

The estimated cost of the Reorganization is expected to be approximately $450,000.  FAV will bear 100% of the Reorganization costs except for any related portfolio transaction costs, which are expected to be de minimis (less than $10,000).

As a condition of the closing of the Reorganization and assuming the parties comply with the terms of the Plan, the Legg Mason Trust and the ETF Trust will receive an opinion of counsel regarding the federal income tax consequences of the Reorganization.  Shareholders should consult their tax advisers about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Prospectus/Proxy Statement relates only to the federal income tax consequences of the Reorganization.  For more information, please see the section “FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION.”

Shareholders who own shares of the Target Fund at the close of business on April 20, 2022 (the “Record Date”), will be entitled to vote at the Meeting, and each share (or fractional share) of the Target Fund outstanding as of the Record Date is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars as of the Record Date. This method of voting is referred to as “dollar-weighted” voting.  Approval of the Reorganization by the Target Fund requires the affirmative vote of the lesser of: (i) a majority of the voting power of the outstanding voting securities of the Target Fund or (ii) 67% or more of the voting power of the voting securities of the Target Fund present or represented by proxy at the Meeting if the holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Target Fund are present or represented by proxy (“1940 Act Majority Vote”).  AST Fund Solutions, LLC is a company that has been retained by the Target Fund to assist in the

solicitation of proxies, and collect and tabulate shareholder votes. AST Fund Solutions, LLC is not affiliated with the Funds or with Franklin Resources, Inc.

Please vote by proxy as soon as you receive this Prospectus/Proxy Statement.  You may cast your vote by completing, signing, and mailing the enclosed proxy card(s), by calling the number on the enclosed proxy card(s), or, online by following the on-line instructions if your account is eligible.  If you vote by any of these methods, the persons appointed as proxies will officially cast your votes on your behalf at the Meeting.  You may also attend the Meeting and cast your vote at the Meeting, which is being conducted exclusively online via live webcast.

You can revoke your proxy or change your voting instructions at any time until the vote is taken at the Meeting.  For more details about shareholder voting, see the “VOTING INFORMATION” section of this Prospectus/Proxy Statement.

For more information about the investment goals, strategies and policies of the Funds please see the section entitled “COMPARISONS OF INVESTMENT GOALS, STRATEGIES, POLICIES AND RISKS” in this Prospectus/Proxy Statement.

For more information about the principal risks of the Funds, please see the section “COMPARISONS OF INVESTMENT GOALS, STRATEGIES, POLICIES AND RISKS – What are the principal investment risks associated with investments in the Funds?”

The Target Fund and the Acquiring Fund have different procedures for the purchase of shares.  Shares of the Target Fund are sold on a continuous basis at NAV by Distributors.   Class A

shares of the Target Fund are generally sold at NAV per share plus a sales charge.  The maximum front-end sales charge imposed on purchases of Class A shares for the Target Fund is 5.75% with reduced charges for purchases of $25,000 or more and no front-end sales charge for purchases of $1 million or more.  There is generally a 1.00% contingent deferred sales charge (“CDSC”) for purchases of $1 million or more on Class A shares of the Target Fund if they are sold within 18 months of purchase.  Class I and IS shares of the Target Fund are not subject to a sales charge.

Holders of shares of the Target Fund will not be assessed a front-end sales charge or CDSC in connection with the Reorganization.  Additional information and specific instructions explaining how to buy shares of each Fund are outlined in each Fund’s prospectus under the heading “Purchase and Sale of Fund Shares.”

The Funds have different features for redeeming and exchanging shares.  Redemption proceeds of the Target Fund are remitted by check, wire, or electronic transfer (ACH) after receipt of proper documents.  Redemptions may be made by contacting your Service Agent, or, if you hold shares directly with the Target Fund, by mail, and by telephone if your account application permits.  The Target Fund’s shares may be redeemed at any time at the NAV next calculated after a shareholder’s request is received in proper form.  Unlike the Target Fund, shares of the Acquiring Fund are not sold at NAV directly with the Acquiring Fund.  The Acquiring Fund will redeem shares at NAV only in Creation Units, and shares generally may only be sold on exchanges and other trading platforms, as explained above in the section titled “What are the purchase procedures of the Funds?”

Shareholders of the Target Fund may exchange their Target Fund Shares for shares of the same class of any other fund sold by Distributors, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund and the shareholder is eligible to invest in such shares.  In addition, shareholders of the Target Fund may exchange Target Fund

Shares for a different share class of the Target Fund provided they meet the eligibility requirements of the share class into which they are exchanging.  Shareholders of the Target Fund may exchange shares of the Target Fund for the same class of shares of other funds sold by Distributors on any day that both the Target Fund and the fund into which the shareholder is exchanging are open for business.  As an ETF with only one class of shares, the Acquiring Fund does not provide for the exchange of shares.

The oversight of the operations of the Target Fund is the responsibility of the Board, and the management of the business of the Acquiring Fund is the responsibility of the Board of Trustees of the ETF Trust (the “ETF Trust Board”).  The Board and the ETF Trust Board each elect officers, who are responsible for the day-to-day operations of the Funds.

Investment Manager of Target Fund.  Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 620 Eighth Avenue, New York, New York 10018, serves as investment manager and provides administrative and certain oversight services to the Target Fund.

Investment Manager of Acquiring Fund.  Franklin Advisers, Inc. (“FAV”), One Franklin Parkway, San Mateo, CA 94403-1906, serves as investment manager and provides administrative and certain oversight services to the Acquiring Fund.

Sub-advisor to the Funds.  Martin Currie Inc. (“Martin Currie” or the “Sub-advisor”), 280 Park Avenue, New York, New York 10017, serves as sub-adviser to the Funds, except for any portion of the Target Funds’ short-term instruments that is allocated to Western Asset Management Company, LLC (“Western”), 385 East Colorado Boulevard, Pasadena, California 91101 and 620 Eighth Avenue, New York, New York 10018.  As sub-adviser, Martin Currie, subject to LMPFA’s supervision (in the case of the Target Fund), and FAV’s supervision (in the case of the Acquiring Fund), provides the day-to-day management of each Fund's investments, except for any portion of the Target Funds’ cash and short-term instruments that is allocated to Western.  Western will not serve as a sub-adviser to the Acquiring Fund.

LMPFA, Martin Currie, Western, and FAV are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“FRI”).  FRI is a publicly owned holding company with its principal offices located at One Franklin Parkway, San Mateo, CA 94403-1906.  FAV and its affiliates have over $1.5 trillion in assets under management as of January 31, 2022.  Charles B. Johnson (former Chairman and Director of FRI) and Rupert H. Johnson, Jr. are principal shareholders of FRI.

Fund Management Team.  The portfolio managers have responsibility for the day-to-day management of the Funds and operate as a team to develop ideas and implement investment strategy for each Fund.  The day-to-day portfolio management of each Fund is the responsibility of Martin Currie.

The SAI for the Target Fund dated September 30, 2021, as supplemented, (the “Target Fund SAI”) and the SAI for the Acquiring Fund dated April 6, 2022 (the “Acquiring Fund SAI”), provide additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Funds.  For information on how to obtain a copy of the Target Fund SAI and the Acquiring Fund SAI, please see the section entitled “INFORMATION ABOUT THE FUNDS.”

The investment management fee paid to LMPFA with respect to the Target Fund decreases as assets increase, as follows:

LMPFA pays Martin Currie a fee equal to 70% of the management fee paid to LMPFA by the Martin Currie Fund net of any fee waivers and expense reimbursements.  LMPFA pays Western 0.02% of the portion of the Martin Currie Fund’s average daily net assets that are allocated to Western by LMPFA net of expense waivers and reimbursements.

FAV will serve as investment manager to the Acquiring Fund.  The Acquiring Fund, unlike the Target Fund, will have a unitary management fee (the “Unitary Fee”).   The Unitary Fee paid to FAV is equal to the annual rate of 0.75% of the Acquiring Fund’s average daily net assets.  Under the Unitary Fee, FAV reimburses the Acquiring Fund for all acquired fund fees and expenses (such as those associated with the Acquiring Fund’s investment in a Franklin Templeton money fund) and pays all of the ordinary operating expenses of the Acquiring Fund, except for (i) the Acquiring Fund’s management fee, (ii) payments under the Acquiring Fund’s Rule 12b-1 plan (if any), (iii) brokerage expenses (including any costs incidental to transactions in portfolio securities or instruments), (iv) taxes, (v) interest (including borrowing costs and dividend expenses on securities sold short and overdraft charges), (vi) litigation expenses (including litigation to which the ETF Trust or the Acquiring Fund may be a party and indemnification of the trustees and officers with respect thereto), and (vii) other non-routine or extraordinary expenses.

Martin Currie serves as sub-adviser to the Acquiring Fund pursuant to a sub-advisory agreement with FAV.  Under the sub-advisory agreement, FAV pays Martin Currie a sub-advisory fee based on 96% of the net investment advisory fee payable by the Acquiring Fund to FAV (the “Net Investment Advisory Fee”), calculated daily.  The Net Investment Advisory Fee is equal to (i) the total investment management fees payable to FAV, minus any Acquiring Fund fees and/or expenses paid, waived or reimbursed by FAV, including as part of the Acquiring Fund’s unitary

management fee structure pursuant to the investment management agreement, minus (ii) any fees payable by FAV to Franklin Templeton Services, LLC (“FT Services”) for fund administrative services.

LMPFA provides administration services to the Target Fund pursuant to its investment management agreement with the Target Fund.  FAV has an agreement with FT Services to provide certain administrative services and facilities to the Acquiring Fund.

For the fiscal year ended May 31, 2021, the Target Fund paid LMPFA a net fee after waivers and expense reimbursements  of $0 for its management and administrative services provided.  Because the Acquiring Fund has not yet commenced operations, no management or administrative services fees have been paid to FAV or FT Services.

Shareholders of the Funds pay various fees and expenses, either directly or indirectly.  The tables below show the fees and expenses that you would pay if you were to buy, hold or sell shares of each Fund.  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.  The fees and expenses in the tables appearing below are based on the expenses of the Target Fund for the fiscal year ended May 31, 2021 and the anticipated expenses of the Acquiring Fund during its first year of operation.  The tables also show the pro forma expenses of the Acquiring Fund after giving effect to the Reorganization, based on pro forma net assets as of November 30, 2021.  Pro forma numbers are estimated in good faith and are hypothetical. Actual expenses may vary significantly.  You will not pay any sales load, CDSC, brokerage commission, redemption fee, or other transaction fee in connection with the receipt of ETF shares from the Reorganization.

The following table shows shareholder fees paid directly from a new investment in the Target Fund.  You will not pay these charges in connection with the Reorganization.

These examples are intended to help you compare the cost of investing in the Target Fund’s Class A, Class I and IS shares with the cost of investing in the Acquiring Fund Shares, both before and after the Reorganization.  The example assumes:

Although your actual costs may be higher or lower, based on these assumptions (with or without redemption at the end of each period) your costs would be:

The Target Fund’s past performance is not necessarily an indication of how the Funds will perform in the future.  You can obtain updated performance information at franklintempleton.com or by calling (800) DIAL BEN/(800) 342-5236.

Attached as Exhibit B below are the financial highlights tables of the Target Fund.  The Target Fund Prospectus, the Target Fund’s Annual Report for the fiscal year ended May 31, 2021 and Semi-Annual Report for the six-month period ended November 30, 2021, contain additional financial and performance information about the Target Fund.  The documents are available free of charge upon request (see the section “INFORMATION ABOUT THE FUNDS”).  The Acquiring Fund is new and has no performance history as of the date of this Proxy

Statement/Prospectus.  The Acquiring Fund will adopt the financial history of the Target Fund following the Reorganization.

Service Providers.  The Funds use the following service providers:

Distribution and Service (12b-1) Fees.  Under a Rule 12b-1 plan, the Funds may pay Distributors or others for the expenses of activities that are primarily intended to sell Acquiring Fund Shares, or in the case of the Target Fund, Class A shares.  These expenses also may include service fees paid to securities dealers or others who have executed a servicing agreement with either Fund, Distributors or its affiliates and others who provide service or account maintenance to shareholders (service fees); and the expenses of printing prospectuses and reports used for sales purposes, of marketing support and of preparing and distributing sales literature and advertisements.  Together, these expenses, including the service fees, are “eligible expenses.”  In the case of the Target Fund, the 12b-1 fees charged to each class are based only on the assets attributable to that particular class.

The Target Fund 12b-1 plan.  Class A shares are subject to Rule 12b-1 fees based on an annualized percentage of average daily net assets up to 0.25%.  Class I and Class IS shares of the Target Fund are not subject to any shareholder services or Rule 12b-1 fees.

The ETF Trust 12b-1 plan.  The ETF Trust has adopted a Rule 12b-1 plan under the 1940 Act for the Acquiring Fund with an annual fee of up to 0.25% of average daily net assets.  Management currently does not intend that the Rule 12b-1 plan would be implemented for the Acquiring Fund at the time of the Reorganization or for the foreseeable future.  Management will obtain the approval of the ETF Trust Board before implementing the Rule 12b-1 plan for the Acquiring Fund.

At a meeting of the Board on November 2-3, 2021 (the “November Board Meeting”), Management recommended to the Board that they approve the Reorganization of the Target Fund with and into the Acquiring Fund.  Management recommended the Reorganization because of operational and tax advantages that the Acquiring Fund, as an ETF, would provide compared to the Target Fund, a mutual fund, including the same or lower expenses, less cash drag on performance, flexible trading of shares, potentially more efficient portfolio management and lower portfolio transaction costs, and tax efficiency.  Other factors management considered in connection with recommending the Reorganization included that there would be little disruption for Target Fund shareholders, the ability of the Acquiring Fund to continue the Target Fund’s

favorable performance track record, the tax-free nature of the Reorganization, and potentially more favorable sales prospects for the Acquiring Fund.

At the November Board Meeting, the Board considered and approved the proposed Reorganization.  The independent trustees of the Target Fund (the “Independent Trustees”) were advised on this matter by independent counsel.

The Board received from FAV written materials containing relevant information about the Acquiring Fund and the proposed Reorganization.  The Board reviewed detailed information about: (1) the investment goal, strategies and policies of the Funds; (2) the portfolio management and other service providers of the Funds; (3) the comparability of the investment goals, policies, restrictions and investments of the Funds; (4) the current expense ratios of each Fund and the anticipated post-Reorganization expense ratio of the Acquiring Fund; (5) how the costs of the Reorganization will be borne solely by FAV or its affiliates and that no costs or expenses will be borne by the Target Fund or its shareholders other than any portfolio transaction costs; (6) operational considerations in conjunction with effecting the Reorganization, including the need for a brokerage account to hold Acquiring Fund Shares; (7) the governance structure of the ETF Trust Board and the ETF Trust’s compliance program; (8) the federal income tax consequences of the Reorganization to the Target Fund’s shareholders; and (9) the general characteristics of the Funds.

The Board considered the potential benefits, risks and costs of the Reorganization to shareholders of the Target Fund.  In approving the Reorganization, the Board considered the following factors:

Based upon their evaluation of the relevant information presented to them, including the information and considerations described above but without identifying any single factor as all-important or controlling, and in light of their fiduciary duties under federal and state law, the Board of the Legg Mason Trust, on behalf of the Target Fund, including all of the Independent Trustees, concluded that participating in the Reorganization is in the best interests of the Target Fund, and that no dilution of value would result to the shareholders of the Target Fund from the Reorganization.  The Board unanimously approved the Plan at a meeting held on November 2-3, 2021, and, on behalf of the Target Fund, unanimously recommended that shareholders of the Target Fund vote to approve the Plan.

This is only a summary of the Plan.  You should read the Plan, which is attached as Exhibit A, for more complete information about the Reorganization.

If the shareholders of the Target Fund approve the Plan, the Reorganization will be completed after various conditions are satisfied, including the preparation of certain documents.  If the shareholders of the Target Fund do not approve the Plan, the Reorganization will not take place. The Target Fund will continue to operate as it currently does, and the Board of the Target Fund will consider such other actions as it deems necessary or appropriate.

If the Plan is approved by the Target Fund’s shareholders, each class of shares of the Target Fund, other than Class IS shares, will then be converted into Class IS shares (without a contingent deferred sales charge or other charge) immediately prior to the Reorganization.  After such conversion, any fractional shares held by shareholders will be redeemed, and the Target Fund will distribute the redemption proceeds to those shareholders.  The redemption of shareholders’ fractional shares will likely be a taxable event for such shareholders and those shareholders are encouraged to consult their tax advisors to determine the effect of any such redemption.

On the closing date, which is scheduled to occur on or about October 28, 2022 (the “Closing Date”), but which may occur on an earlier or later date as the officers of the Target Fund and the

Acquiring Fund may mutually agree, the Target Fund will transfer substantially all of its assets, free and clear of all liens, encumbrances, and claims whatsoever (except for liens or encumbrances that do not materially detract from the value or use of the Target Fund’s assets), to the Acquiring Fund and the Acquiring Fund will assume all liabilities of the Target Fund.  In exchange, the Acquiring Fund will issue the Acquiring Fund Shares that have an aggregate NAV equal to the dollar value of the net assets delivered to the Acquiring Fund by the Legg Mason Trust, on behalf of the Target Fund.  The Legg Mason Trust, on behalf of the Target Fund, will distribute to shareholders the Acquiring Fund Shares it receives.  Each shareholder of the Target Fund will receive Acquiring Fund Shares with an aggregate NAV equal to the aggregate NAV of his or her shares of the Target Fund (and, immediately prior to the Reorganization, cash in lieu of fractional shares, if any).  The Target Fund will accept requests for redemptions only if received in proper form before 1:00 p.m., Pacific time, on the Closing Date.  Shareholders who wish to redeem shares after 1:00 p.m., Pacific time, on the Closing Date will have to sell their shares on an exchange using their brokerage account.  The Target Fund will then terminate its existence, liquidate, and dissolve.

The obligations under the Plan are subject to various conditions, including, but not limited to:

The Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, may terminate or abandon the Plan at any time before or after the approval of the Plan by the shareholders of the Target Fund.

The estimated cost of the Reorganization is expected to be approximately $450,000.  FAV will bear 100% of the Reorganization costs except for any related portfolio transaction costs, which will be borne by the Target Fund and Acquiring Fund.  Portfolio transaction costs are expected to be de minimis (less than $10,000).

The following table sets forth as of November 30, 2021, the capitalizations of the Funds.  The table also shows the projected capitalization of the Acquiring Fund as adjusted to give effect to the proposed Reorganization and assumes that the Reorganization is approved for the Target Fund.  If the Reorganization is approved by the Target Fund’s shareholders, each class of shares of the Target Fund, other than Class IS shares, will be converted into Class IS shares (without a contingent deferred sales charge or other charge) immediately prior to the Reorganization.  At the closing of the Reorganization, shareholders of the Target Fund will receive the Acquiring Fund Shares (and cash in lieu of fractional shares, if any) based on the relative NAVs per shares of the Funds as of 1:00 p.m., Pacific time, on the Closing Date.

This section describes the similarities and compares the key differences between the investment goals, principal investment strategies and fundamental policies of the Funds, as well as the principal risks associated with such goals, strategies and policies.  For a complete description of the Acquiring Fund’s investment policies, strategies and risks, you should read the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, and the Acquiring Fund SAI, which is available upon request.

The Target Fund is currently classified as an open-end fund under the 1940 Act (meaning a fund that issues and redeems shares on a continuous basis).  As an open-end fund operating as a mutual fund, the Target Fund offers shares that are redeemable on each business day and daily liquidity.  The Acquiring Fund is also classified as an open-end fund under the 1940 Act, but operates as an ETF.  As an ETF, the Acquiring Fund offers shares that are bought and sold on a national securities exchange, which gives investors the ability to buy their shares throughout the day at the current market price (which may be at a premium or discount to NAV).

The Target Fund and Acquiring Fund have identical investment goals and strategies.  Each Fund’s investment goal and principal investment strategies are non-fundamental, which means they may be changed at any time by their respective board without shareholder approval and upon notice to shareholders.

Investment Goal. Each Fund seeks long-term capital appreciation.

Investment Strategies.  Under normal market conditions, each Fund invests at least 80% of its net assets in equity and equity-related securities of foreign companies and other investments with similar economic characteristics that meet the Sub-advisor’s environmental, social and governance (ESG) criteria for each Fund.  Subject to the ESG criteria, each Fund is generally unconstrained by any particular sector, geography or market capitalization.  The Sub-advisor

focuses on companies that it believes have a strong history of, or future potential for, offering high and durable returns on invested capital over time and seeks to acquire securities of companies with reasonable valuations based on the Sub-advisor’s assessment of the company’s long-term potential. When the Sub-advisor identifies an opportunity it finds attractive, it aims to make a long-term capital commitment.

In identifying companies that meet the ESG criteria, the Sub-advisor assesses ESG factors through a proprietary analytical framework that is applied to each potential investment.  This analysis may include, but is not limited to, such factors as shareholder rights, accounting standards, remuneration, board structure, supply chain, data protection, pollution/hazardous waste policies, water usage, and climate change policies.  The materiality and relevance of these factors will vary by company and industry.  The Sub-advisor uses ESG factors as a tool to assess governance and sustainability in the context of an individual company’s circumstances.  These factors are assessed both quantitatively and qualitatively, through the Sub-advisor’s direct research and engagement process.  Proprietary ESG ratings capture this analysis with companies assigned a risk rating on each of governance and sustainability (environmental and social) from 1 (low risk) to 5 (high risk).  Companies with a rating of 4 or worse with respect to governance or sustainability (environment and social) will not meet the Funds’ ESG criteria and will not be purchased for a Fund’s portfolio.  Because investing on the basis of ESG criteria involves qualitative and subjective analysis, there can be no assurance that the methodology utilized by, or determinations made by, the Sub-advisor will align with the beliefs or values of a particular investor, and other managers may make a different assessment of a company’s ESG criteria.  The Sub-advisor’s proprietary research and analysis may incorporate information and data obtained from a variety of third-party research providers as supplementary to the Sub-advisor’s own proprietary research and analysis.  The Sub-advisor has the right to change the third-party service providers that support this process at any time.  In addition, the Funds seek to avoid investing in companies that the Sub-advisor has determined, based on its exclusionary criteria, to be significantly involved in certain business activities or industries, including the production of tobacco, production of weapons, the extraction of fossil fuels, or the mining of metals and minerals.  A company will be considered to be significantly involved if, based upon information received by the Sub-advisor, the company generates approximately 5% or more of revenue from tobacco production, approximately 5% or more of revenue from the production of weapons, including nuclear weapons, or approximately 5% or more of revenue from direct involvement in extraction of fossil fuels.  Further, each Fund will seek to avoid investing in any company that, based upon information received by the Sub-advisor, is assigned to the Global Industry Classification Standard (GICS) sub-industries Diversified Metals and Mining, Copper, Gold and Precious Metals and Minerals, or that is involved in the production, sale or distribution of dedicated and key components of antipersonnel mines and cluster munitions.  The Sub-advisor may modify this list of prohibited investments, including revenue thresholds or any particular exclusion, at any time, without shareholder approval or notice.

The equity securities in which the Funds invest may include common stocks, preferred stocks, securities convertible into common stock, depositary receipts and exchange-traded funds (ETFs).

The Funds may seek investment opportunities in any foreign country and under normal market conditions will invest in, or have exposure to, securities of companies located in at least three foreign countries.  The Funds may invest without limit in securities of companies located in any

foreign country, including countries with developed or emerging markets.  The Funds may invest in companies of any size and market capitalization but will typically invest in those companies with market capitalizations in excess of $3 billion.  Each Fund’s portfolio is expected to be highly concentrated, with approximately 20-40 holdings.

Instances when the Sub-advisor may sell a portfolio holding include the following:

Each Fund is a “non-diversified” fund, which means they generally invest a greater proportion of their respective assets in the securities of one or more issuers and invest overall in a smaller number of issuers than a diversified fund.  As of the date of this Proxy Statement/Prospectus, the top two sectors represented by the Target Fund’s investments were information technology and health care.  These sectors may change over time.  In addition, each Fund may invest a significant portion of its assets in a specific geographic region, such as Europe, or a particular country.

The Funds have adopted substantially similar fundamental investment restrictions, which may not be changed without prior shareholder approval.  Attached as Exhibit D is a chart comparing the fundamental investment restrictions of the Target Fund and Acquiring Fund.

Market Trading.  The Acquiring Fund faces numerous market trading risks, including the potential lack of an active market for Acquiring Fund Shares, losses from trading in secondary markets, periods of high volatility and disruption in the creation/redemption process of the Acquiring Fund.  Any of these factors, among others, may lead to Acquiring Fund Shares trading at a premium or discount to NAV.  Thus, you may pay more (or less) than NAV when you buy shares of the Acquiring Fund in the secondary market, and you may receive less (or more) than NAV when you sell those shares in the secondary market.  The Sub-advisor cannot predict whether shares will trade above (premium), below (discount) or at NAV.

International Closed Market Trading.  To the extent that the underlying securities held by the Acquiring Fund trade on an exchange that is closed when the securities exchange on which Acquiring Fund Shares list and trade is open, there may be market uncertainty about the stale security pricing (i.e., the last quote from its closed foreign market) resulting in premiums or discounts to NAV that may be greater than those experienced by other ETFs.

For more information about the investment risks associated with investments in the Target Fund, see the Target Fund Prospectus under the heading “More on the fund’s investment strategies, investments and risks – More on risks of investing in the fund” and the Target Fund’s SAI under the heading “INVESTMENT PRACTICES AND RISK FACTORS.”  For more information about the investment risks associated with investments in the Acquiring Fund, see the Acquiring Fund Prospectus under the heading “More information on Investment Policies, Practices and Risks” and the Acquiring Fund’s SAI under the heading “Goals, Strategies and Risks.”

The following is a general summary of some of the important U.S. federal income tax consequences of the Reorganization and is based upon the current provisions of the Code,

existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change, possibly with retroactive effect.  These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances.  These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account, such as an individual retirement account (IRA) or qualified retirement plan.

As a condition of closing the Reorganization, the Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, will receive an opinion of Morgan Lewis & Bockius LLP (“Morgan Lewis”) to the effect that for federal income tax purposes:

Information about each Fund is included in each Fund’s Prospectus.  The Acquiring Fund Prospectus and the Target Fund Prospectus are each incorporated by reference into and are considered a part of this Prospectus/Proxy Statement.  The Acquiring Fund Prospectus also accompanies this Prospectus/Proxy Statement.  Additional information about the Funds is included in each Funds’ SAI.  Each Fund’s SAI is incorporated into its respective Prospectus and into the SAI dated [May 9,] 2022 relating to this Prospectus/Proxy Statement, each of which has been filed with the SEC.  The SAI relating to this Prospectus/Proxy Statement is also considered part of this Prospectus/Proxy Statement and is incorporated by reference into this Prospectus/Proxy Statement.  Information about the Target Fund is also included in the Target Fund’s Annual Report to Shareholders (for the fiscal year ended May 31, 2021) and the Semi-Annual Report for the six-month period ended November 30, 2021.

You may request a free copy of each Fund’s Prospectus and SAI, and the Target Fund’s Annual or Semi-Annual Report to Shareholders, the SAI relating to this Prospectus/Proxy Statement, and other information by calling (800) DIAL-BEN/(800) 342-5236 or by writing to a Fund at One Franklin Parkway, San Mateo, CA 94403-1906.

The Legg Mason Trust, on behalf of the Target Fund, and the ETF Trust, on behalf of the Acquiring Fund, file proxy materials, reports and other information with the SEC in accordance with the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act.  These materials can be viewed on the EDGAR database on the SEC’s Internet site at http://www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

The following is a discussion of the organization of the Funds and, where applicable, of the Legg Mason Trust and ETF Trust.  More detailed information about each Fund’s current structure is contained in each Fund’s SAI.

Comparison of Capital Structure.  The Target Fund is a non-diversified series of Legg Mason Trust.  Legg Mason Trust was organized as a Maryland statutory trust on October 7, 2009 and is registered with the SEC.

The Acquiring Fund is a non-diversified series of the ETF Trust.  The ETF Trust was organized as a Delaware statutory trust effective October 9, 2015 and is registered with the SEC.

The authorized number of shares of each Fund is unlimited, the Target Fund with a par value of 0.00001, and the Acquiring Fund without par value.  Each Fund may issue fractional shares, but the Acquiring Fund does not intend to issue fractional shares.  Shares of each Fund are fully paid and nonassessable and have no preference, preemptive or subscription rights.  The Target Fund’s and the Acquiring Fund’s shareholders have no appraisal rights.

Comparison of Voting Rights.  Shares of each class of a Fund represent proportionate interests in such Fund's assets.  For the Acquiring Fund, each whole share is entitled to one vote as to any

matter on which it is entitled to vote and each fractional share carries a proportionate fractional vote.  For the Target Fund, each share (or fractional share) of the Target Fund is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars.

On matters that affect the Target Fund as a whole, each class of the Target Fund has the same voting and other rights and preferences as any other class of the Target Fund.   On matters that affect only one series of the Legg Mason Trust, only shareholders of that series may vote.  On matters that affect only one class of the Target Fund, only shareholders of that class may vote.  Each class of the Target Fund votes separately on matters affecting only that series, that class, or matters expressly required to be voted on separately by class, by state or federal law.  Shares of each class of the Target Fund have the same voting and other rights and preferences as the other classes and series of the Legg Mason Trust for matters that affect the Legg Mason Trust as a whole.

There is no cumulative voting on any matter submitted to a vote of the shareholders of either the Target Fund or Acquiring Fund.  For board member elections, this gives holders of more than 50% of the voting power of the Legg Mason Trust, and 50% of the shares voting of the ETF Trust, the ability to elect all of the members of such Trust’s board.  If this happens, holders of the remaining shares voting will not be able to elect anyone to the respective Trust’s board.

Proposals Subject to Shareholder Approval.  The 1940 Act provides that shareholders of the Funds have the power to vote with respect to certain matters; specifically, for the election of trustees, the selection of auditors (under certain circumstances), the approval of investment management agreements and certain amendments to plans of distribution, and amendments to policies, goals or restrictions deemed to be fundamental.  In addition, shareholders of each Fund are granted the power to vote on certain matters by each Fund’s Declaration of Trust (each, a “Trust Instrument” and together, the “Trust Instruments”), bylaws, the laws governing Maryland statutory trusts in the case of the Target Fund, and the laws governing Delaware statutory trusts, in the case of the Acquiring Fund.  For example, the Trust Instrument of the ETF Trust gives Acquiring Fund shareholders the power to vote only on such matters required by the Trust Instrument, the Acquiring Fund’s bylaws, the 1940 Act, other applicable law and any registration statement filed with the SEC, the registration of which is effective; and on such other matters as the ETF Trust Board may consider necessary or desirable.  Similarly, the Trust Instrument of the Legg Mason Trust gives Target Fund shareholders the power to vote only for the election or removal of Trustees of the Legg Mason Trust and with respect to such additional matters relating to the Legg Mason Trust as may be required by law or as the Board may consider and determine necessary or desirable.

Quorum and Vote Required to Approve a Proposal.  Quorum for a shareholders’ meeting of the Target Fund is shares representing thirty percent (30%) of the voting power of the shares of the Target Fund on the Record Date, based on each dollar of net asset value of the Target Fund represented by such shares.  Quorum for a shareholders’ meeting of the Acquiring Fund is forty percent (40%) of the shares entitled to vote which are present at the Meeting or by proxy.  Under each Trust Instrument, to the extent a larger vote is not required by applicable law, a majority of the votes cast, or in the case of the Target Fund shares representing a majority of the voting power, at a meeting at which a quorum is present generally shall decide any questions, with the

exception that trustees of each Fund (“Trustees”) are elected by not less than a plurality of the votes cast at such a meeting.

Setting a Record Date.  Each Fund’s Trust Instrument and/or bylaws establishes the maximum number of days prior to a shareholders’ meeting during which a record date may be set by the Fund’s respective Board.  For the Target Fund, the maximum number of days is 120.  For the Acquiring Fund, the minimum number of days is 10 and the maximum number of days is 120.  A determination of shareholders of record entitled to notice of or to vote at a respective Fund’s shareholder meeting applies to any adjournment of such meeting.  However, in the case of the Acquiring Fund (but not the Target Fund), the Acquiring Fund Board may fix a new record date for the adjourned meeting and shall fix a new record date for any meeting that is adjourned for more than one hundred and eighty (180) days from the record date set for the original meeting.

Legal Structures.  Open-end funds formed under the Delaware Statutory Trust Act (the “DSTA”), such as the Acquiring Fund, and the Maryland Statutory Trust Act (the “MSTA”), such as the Target Fund, are granted a significant amount of operational flexibility with respect to features, rights and obligations of the statutory trust and its Trustees and shareholders in their organizational instruments.  Funds organized under both the DSTA and the MSTA have benefited from this flexibility to streamline their operations and minimize expenses.  For example, funds organized as Delaware or Maryland statutory trusts are not typically required to hold annual shareholders’ meetings if meetings are not otherwise required by the federal securities laws or their declarations of trust or bylaws, and such funds may create new classes or series of shares without having to obtain the approval of shareholders.  In addition, a fund may provide in its governing documents that certain fund transactions, such as certain mergers, reorganizations and liquidations, may go forward with only Trustee approval and not a shareholder vote; such funds are still subject, however, to the voting requirements of the 1940 Act.

Limited Liability for Shareholders.  Under both the DSTA and MSTA, shareholders of the Funds are entitled to the same limitation of personal liability as is extended to shareholders of a corporation organized for profit under each Fund’s respective state laws.

Boards of Trustees.  Pursuant to the DSTA, MSTA, and the Trust Instruments, the responsibility for the general oversight of each Fund is vested in its respective Board, which, among other things, is empowered by its respective Trust Instrument to elect officers and provide for the compensation of agents, consultants and other professionals to assist and advise in such management.  Pursuant to the Trust Instrument of the Legg Mason Trust, no Trustee of the Legg Mason Trust shall be held liable to the Legg Mason Trust or any shareholder of the Target Fund except to the extent that it is proved that the Trustee actually received an improper benefit or profit in money, property, or services, or to the extent that a judgment or other final adjudication adverse to the Trustee is entered in a proceeding based on a finding in the proceeding that the Trustee’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.  Pursuant to the Trust Instrument of the ETF Trust, no Trustee of the ETF Trust shall be held liable to the ETF Trust or any shareholder of the Acquiring Fund for any act or omission or any conduct whatsoever in his or her capacity as Trustee, except for an act or omission that constitutes a bad faith violation of the

implied contractual covenant of good faith and fair dealing, willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.

Inspection Rights.  Shareholders shall have no right under the MSTA to inspect the records, shareholder lists, documents, accounts and books of the Legg Mason Trust, and except to the extent required by law other than the MSTA, shareholders shall be permitted to inspect only such records, shareholder lists, documents, accounts and books of the Legg Mason Trust as the trustees may determine from time to time.  The ETF Trust provides shareholders certain inspection rights of its books and records, to at least the extent required by applicable law.

A 1940 Act Majority Vote, as defined herein, is required to approve the Reorganization.  Each share (or fractional share) of the Target Fund outstanding as of the Record Date that is held by a Target Fund shareholder is entitled to a number of votes equal to the net asset value of that share (or fractional share) in U.S. dollars as of the Record Date.   If sufficient votes to approve the Reorganization are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitation of proxies.

Shares representing thirty percent (30%) of the voting power of the shares of the Target Fund based on each dollar of net asset value of the Target Fund represented by the Target Fund’s outstanding shares entitled to vote at the Meeting or by proxy as of the Record Date shall be a quorum for the transaction of business at the Meeting.  Under relevant state law and the Target Fund’s Trust Instrument and its bylaws, abstentions and broker non-votes (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as votes present at the Meeting; abstentions and broker non-votes, however, will not be treated as votes cast at such Meeting.  Thus, under the Target Fund’s Trust Instrument and its bylaws, abstentions and broker non-votes will be included for purposes of determining whether a quorum is present but will have the same effect as a vote against the Reorganization.  However, it is the Legg Mason Trust’s understanding that because broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers on the matter expected to be presented at the Meeting, there are unlikely to be any “broker non-votes” at the Meeting.

A proxy card is, in essence, a ballot.  When you vote your proxy, it tells us how you want to vote on important issues relating to the Target Fund.  If you simply sign, date and return a proxy card but give no voting instructions, your shares will be voted in favor of the Reorganization and in accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment of the Meeting.  If your shares are held of record by a broker-dealer and you wish to vote at the Meeting, you should obtain a legal proxy from your broker of record and present it at the Meeting.

You may revoke your proxy at any time before it is voted by sending a written notice to the Legg Mason Trust expressly revoking your proxy, by signing and forwarding to the Legg Mason Trust a later-dated proxy card that is received at or prior to the Meeting, or by attending the Meeting and voting at the Meeting.  If your shares are held in the name of your broker, you will have to make arrangements with your broker to revoke a previously executed proxy.

The Board does not intend to bring any matters before the Meeting other than that described in this Prospectus/Proxy Statement.  The Board is not aware of any other matters to be brought before the Meeting by others.  If any other matter legally comes before the Meeting, proxies for which discretion has been granted will be voted in accordance with the views of Management.

Shareholders of record of the Target Fund on the Record Date will be entitled to vote at the Meeting.  The following table shows the number of shares of each class and the total number of outstanding shares of each class of the Target Fund as of the Record Date: