Franklin Templeton Variable Insurance Products Trust N-14Registration statement for investment companies business combination

These materials are for a Special Meeting of Shareholders (the “Meeting”) of the Franklin Multi-Asset Dynamic Multi-Strategy VIT (the “Fund”), a series of Legg Mason Partners Variable Equity Trust (the “Trust”), which will be conducted in a virtual meeting format that is accessible solely by means of remote communication and is scheduled for June 2, 2022, at 11:00 a.m., Eastern time.  Instructions on attending the Meeting are set forth in the enclosed Notice of Meeting and in the enclosed Prospectus/Proxy Statement under the heading “VOTING INFORMATION—May I attend the meeting?” These materials discuss an important proposal (the “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 a proxy card and/or voting instruction form. The shares of the Fund are sold to (i) separate accounts of certain life insurance companies (the “Participating Insurance Companies”) to fund benefits payable under certain variable annuity contracts and variable life insurance policies (“Variable Contracts”) issued by the Participating Insurance Companies; and (ii) certain pension and other qualified plans. The Participating Insurance Companies hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Fund that are held in separate accounts in accordance with timely instructions received from owners of the Variable Contracts. With respect to all other shareholders, the Board of Trustees of the Trust is soliciting your vote.

If you are a Variable Contract owner, a voting instruction form is enclosed. When you complete and return your voting instruction form, it tells the Participating Insurance Company how you wish to vote the Fund shares attributable to your Variable Contract on important issues relating to the Fund underlying your Variable Contract. If you are a shareholder, a proxy card is enclosed. The enclosed materials contain information about the Proposal being presented for your consideration. We request your prompt attention and vote by mail using the enclosed voting instruction form or proxy card.

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of the Franklin Multi-Asset Dynamic Multi-Strategy VIT (the “Target Fund”), a series of Legg Mason Partners Variable Equity Trust (“LMPVET”), a Maryland statutory trust, will be conducted in a virtual meeting format that is accessible solely by means of remote communication and is scheduled for June 2, 2022, at 11:00 a.m., Eastern time. The Meeting is being called for the following purposes:

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 4, 2022 are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting.

Shares of the Target Fund are sold to (i) separate accounts of certain insurance companies (the “Participating Insurance Companies”) to fund benefits payable under certain variable annuity contracts and variable life insurance policies (“Variable Contracts”) issued by the Participating Insurance Companies; and (ii) certain pension and other qualified plans. The Participating Insurance Companies, as the shareholders of record of the Target Fund, hereby solicit and agree to vote at the Meeting, to the extent required, the shares of the Target Fund that are held in separate accounts in accordance with timely instructions received from owners of the Variable Contracts.

When reading this Prospectus/Proxy Statement, you will notice that certain terms are capitalized.  The more significant of those capitalized terms are explained in our glossary section at the back of the Prospectus/Proxy Statement.

This Prospectus/Proxy Statement (the “Prospectus/Proxy Statement”) solicits proxies to be voted at a Special Meeting of Shareholders of the Franklin Multi-Asset Dynamic Multi-Strategy VIT (the “Target Fund”), a series of Legg Mason Partners Variable Equity Trust (“LMPVET”), which will be conducted in a virtual meeting format that is accessible solely by means of remote communication and is scheduled for June 2, 2022 (the “Meeting”).

At the Meeting, shareholders of the Target Fund will be asked to approve an Agreement and Plan of Reorganization (the “Plan”) between LMPVET, on behalf of the Target Fund, and Franklin Templeton Variable Insurance Products Trust (“FTVIPT,” and together with LMPVET, the “Trusts”), on behalf of the Franklin VolSmart Allocation VIP Fund (the “Acquiring Fund”), that provides for:  (i) the acquisition of substantially all of the assets of the Target Fund by the Acquiring Fund in exchange solely for shares of the Acquiring Fund, (ii) the pro rata distribution of such shares to the shareholders of the Target Fund, and (iii) the complete liquidation and dissolution of the Target Fund (the “Transaction”).

Shares of the Target Fund and the Acquiring Fund (each, a “Fund” and, collectively, the “Funds”) are sold to (i) separate accounts of certain insurance companies (the “Participating Insurance Companies”) to fund benefits payable under certain variable annuity or variable life insurance contracts (“Variable Contracts”) issued by the Participating Insurance Company; and (ii) certain pension and other qualified plans. As an owner of a Variable Contract, you have the right to instruct the Participating Insurance Company how to vote shares of the Fund attributable to your Variable Contract. Therefore, each Participating Insurance Company hereby solicits voting instructions from the owners of the Variable Contracts issued by such Company with respect to the shares of the Fund attributable to such Variable Contracts.

For the limited purpose of this Prospectus/Proxy Statement, the terms “shareholder(s),” “you” and “your” refer to Variable Contract owners, as beneficial owners of Fund shares, and to the Participating Insurance Companies as direct owners of Fund shares, as well as any other direct shareholders of the Fund, unless the context otherwise requires.

If the Target Fund’s shareholders vote to approve the Plan, shareholders of Class I shares of the Target Fund will receive Class 1 shares of the Acquiring Fund, and shareholders of Class II shares of the Target Fund will receive Class 2 shares of the Acquiring Fund.  Class 1 shares of the Acquiring Fund are new, were added to accommodate the Transaction and will commence operations upon the closing of the Transaction.  Shares you receive from the Acquiring Fund will have the equivalent aggregate net asset value (“NAV”) to your investment in the corresponding class of shares of the Target Fund that you held immediately prior to the Transaction.  The Target Fund will then be liquidated and dissolved.

The Target Fund and the Acquiring Fund have substantially similar investment objectives (also referred to as “investment goals”), similar principal investment strategies and principal investment risks and utilize volatility management strategies, although there are some differences, which are discussed in more detail below.  The Acquiring Fund’s investment goal is total return (including income and capital gains) while seeking to manage volatility, and the Target Fund seeks the highest total return (that is, a combination of income and long-term capital appreciation) over time consistent with its asset mix. The Target Fund will seek to reduce volatility as a secondary objective.  Each Fund’s investment goal is non-fundamental, which means it may be changed by the Fund’s board of trustees without shareholder approval, but with notice to shareholders.

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 and the proposed transaction has been filed with the U.S. Securities and Exchange Commission (“SEC”) and can be found in the following documents:

You may request a free copy of the SAI relating to this Prospectus/Proxy Statement, the Target Fund’s Prospectus or the Acquiring Fund’s Prospectus without charge by calling (800) DIAL-BEN ((800) 342‑5236) or by writing to Franklin Templeton at One Franklin Parkway, San Mateo, CA 94403‑1906.

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 Board of Trustees of LMPVET, on behalf of the Target Fund, has requested your vote in connection with the Meeting. Shares of the Target Fund are sold to (i) separate accounts of Participating Insurance Companies to fund benefits payable under Variable Contracts issued by the Participating Insurance Company; and (ii) certain pension and other qualified plans. As an owner of a Variable Contract, you have the right to instruct the Participating Insurance Company how to vote shares of the Target Fund attributable to your Variable Contract. Therefore, each Participating Insurance Company hereby solicits voting instructions from the owners of the Variable Contracts issued by such Company with respect to the shares of the Target Fund attributable to such Variable Contracts.

Shareholders of the Target Fund are being asked to approve the Plan between LMPVET, on behalf of the Target Fund, and FTVIPT, on behalf of the Acquiring Fund, that provides for:  (1) the acquisition of substantially all of the assets 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.

If the Target Fund’s shareholders vote to approve the Plan and all other closing conditions of the Transaction under the Plan are satisfied or waived, then shareholders of the Target Fund will become shareholders of the Acquiring Fund on or around June 24, 2022, and will no longer be shareholders of the Target Fund.  Shareholders of Class I shares and Class II shares of the Target Fund will receive Class 1 shares and Class 2 shares of the Acquiring Fund (“Acquiring Fund Shares”), respectively, with an aggregate NAV equivalent to their investment in the corresponding class of shares of the Target Fund as noted in the chart below.

In particular, the Plan provides that (1) substantially all of the assets of the Target Fund will be acquired 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.  Prior to the closing of the Transaction, LMPVET, on behalf of the Target Fund, will pay or make provision for payment of all its remaining liabilities and will reserve for such contingent liabilities as LMPVET’s officers reasonably deem to exist, if any. Because the Funds have different NAVs per share, the number of Acquiring Fund Shares that you receive will likely be different than the number of shares of the Target Fund that you own, but the total value of your investment will be the same immediately before and after the exchange.  After the Acquiring Fund Shares are distributed to the Target Fund’s shareholders, the Target Fund will be completely liquidated and dissolved.  (The proposed transaction is collectively referred to in this Prospectus/Proxy Statement as the “Transaction.”  For purposes of this

Prospectus/Proxy Statement, the repositioning of the Target Fund’s assets is not part of the “Transaction.”)

For more information concerning share purchase, redemption and exchange procedures of the Funds, please see “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS – What are the distribution and purchase procedures of the Funds?” and “– What are the redemption procedures and exchange privileges of the Funds?”

At a meeting of the Board of Trustees of LMPVET on March 2, 2022 (the “March Board Meeting”), Legg Mason Partners Fund Advisor, LLC (“LMPFA”), the investment manager to the Target Fund, recommended to the Board that it approve the Transaction.  LMPFA recommended the Transaction because of the substantially similar investment goals, similar principal investment strategies and principal risks, and similar approaches on volatility management processes of the Funds, and the fact that the Transaction may benefit shareholders of the Target Fund by enabling them to be investors in a fund with lower annual fund operating expenses (on a pro forma combined basis), generally comparable asset allocations, and better performance for one-year, three-year, and five-year periods ended December 31, 2021.

The Board of LMPVET determined that the Transaction is in the best interests of the Target Fund and its shareholders.

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

For more information on factors considered by the Board, please see “REASONS FOR THE TRANSACTION” below.

If the Transaction is completed, you will cease to be a shareholder of the Target Fund and will become a shareholder of the Acquiring Fund.  Summarized below are some of the considerations for deciding whether to vote “FOR” the Plan:

For a more complete discussion, see the sections below titled: “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS ‒ Are there any significant differences between the investment goals, policies and strategies of the Funds?” and “How do the principal investment risks of the Funds compare?” and “COMPARISONS OF INVESTMENT GOALS, STRATEGIES, POLICIES AND RISKS – How do the investment goals, strategies, policies and risks of the Funds compare?” and “What are the principal investment risks associated with investments in the Funds?”

Potential Cost Savings.  As shown in the table below, the total annual operating expenses of the Acquiring Fund Shares are less than those of the corresponding share class of the Target Fund, both before and after any applicable management fee waiver and/or expense reimbursements, due to a reduction in acquired fund fees and expenses of the Acquiring Fund, as well as an expected decrease in overall expenses of the combined Acquiring Fund following the Transaction.  The following table compares the annualized net expense ratio, before and after any applicable management fee waiver and/or expense reimbursements, for each class of shares of the Acquiring Fund that will be received by shareholders of the Target Fund in connection with the Transaction with those of the corresponding class of shares of the Target Fund and shows the projected annualized net expense ratio of such classes of the combined Acquiring Fund assuming the Transaction has been consummated.

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 fees?” and “‒ What are the fees and expenses of each Fund and what might they be after the Transaction?”

In evaluating the Transaction, shareholders may also wish to consider the following:

Investment Managers and Fund Management Teams.  LMPFA serves as the investment manager for the Target Fund, and FAV and Western Asset Management Company, LLC (“Western Asset”) serve as subadvisers for the Target Fund. FAV is responsible for the implementation of the Target Fund’s overall asset allocation and Dynamic Risk Management strategy, while Western Asset is responsible for the Target Fund’s Event Risk Management strategy and for managing cash and short-term instruments allocated to it.  FAV serves as the investment manager for the Acquiring Fund, which does not receive services from a subadviser.  FAV’s portfolio management teams for the Target Fund (as a subadviser) and the Acquiring Fund (as investment manager) are within the same specialist investment manager at FAV, Franklin Templeton Investment Solutions.  LMPFA, FAV and Western Asset are wholly owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).  While the Acquiring Fund does not receive services from a subadviser, the Acquiring Fund is permitted to operate in a “manager of managers” structure whereby its investment manager can appoint and replace both wholly owned and unaffiliated subadvisers, and enter into, amend and terminate subadvisory agreements with such subadvisers, each subject to board approval but without obtaining prior shareholder approval. The current members of the Acquiring Fund’s portfolio management team are expected to continue to manage the Acquiring Fund after the Transaction.  For additional information regarding the Funds’ management teams, see the sections below titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS ‒ Who manages the Funds?”

Management Fee Structure.  Both Funds are subject to an asset-based management fee structure.  The Target Fund pays LMPFA a management fee at an annual rate of 0.45% of the Target Fund’s average daily net assets.  LMPFA pays FAV a subadvisory fee at an annual rate of 0.10% of the Target Fund’s average daily net assets, and pays Western Asset a subadvisory fee of 0.10% of the Target Fund’s average daily net assets plus 0.02% of the portion of the Target Fund’s average daily net assets allocated to Western Asset for the management of cash and other short-term instruments.  The Acquiring Fund pays FAV a management fee at an annual rate of 0.80% of the Acquiring Fund’s average daily net assets.  However, as noted above, all share classes of the Target Fund will benefit from lower total annual operating expenses of the corresponding classes of the Acquiring Fund, both before and after any applicable management fee waivers and/or expense reimbursements, due to a reduction in acquired fund fees and expenses of the Acquiring Fund, as well as an expected decrease in overall expenses of the combined Acquiring Fund following the Transaction. For more information, see the section below titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS – Who Manages the Funds – Fund Management Team and What are the Funds’ investment management fees?”

Costs of the Transaction.  The estimated cost of the Transaction is approximately $590,000, which will be allocated 50% to FAV and LMPFA (as the investment managers of the Funds) or an affiliate, and the remaining 50% to be allocated to the Target Fund and the Acquiring Fund, split pro rata based on assets under management as of December 31, 2021 (i.e., approximately $249,417 to be paid by the Target Fund and approximately $45,720 to be paid by the Acquiring Fund based on assets on December 31, 2021).  In light of the current expense waiver that is in place for the Acquiring Fund, FAV or an affiliate will ultimately pay the Acquiring Fund’s portion of the Transaction expenses.  Since the expense waiver for the Target Fund excludes certain extraordinary expenses, the Target Fund will bear its share of the Transaction costs. Management’s recommendation on the allocation of the cost of the Transaction is based on the belief that incurring a portion of the cost by the Funds is justifiable because the Transaction is expected to be beneficial to the Funds and their shareholders. The costs of the Transaction to be allocated as noted above, however, will not include any costs associated with the Target Fund’s repositioning of assets (as further described below) prior to the Transaction. The costs of the Transaction will be allocated in the foregoing manner whether or not the Transaction is consummated. For a more detailed discussion of the considerations of the Boards, see the section below titled “REASONS FOR THE TRANSACTION.”

The Transaction is intended to qualify as a tax-free reorganization for federal income tax purposes, and the delivery of a legal opinion to that effect is a condition of closing of the Transaction, although there

can be no assurance that the Internal Revenue Service (“IRS”) will adopt a similar position.  For federal income tax purposes, the owners of the Variable Contracts are not the shareholders of the Target Fund. Rather, the Participating Insurance Companies and their accounts are the shareholders.

Assuming the Transaction qualifies as a reorganization for tax purposes, subject to the limited exceptions described below under the heading “FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION,” the shareholders of the Target Fund will recognize no income, gain or loss for federal income tax purposes upon the exchange of all of their shares in the Target Fund for shares in the Acquiring Fund.  Shareholders should consult their tax advisers about state and local tax consequences of the Transaction, if any, because the information about tax consequences in this Prospectus/Proxy Statement relates only to the federal income tax consequences of the Transaction.  For more information, please see the section “FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION.”

Shares of the Target Fund and the Acquiring Fund are sold on a continuous basis by Franklin Distributors, LLC (“Distributors”).  Distribution and purchase procedures are the same for each Fund.  Shares of each Fund may only be purchased or redeemed through Variable Contracts offered by the separate accounts of Participating Insurance Companies or through eligible pension or other qualified plans. Shares of each Fund are sold at the Fund’s net asset value next determined after receipt by the Fund or its agent of a purchase request in good order.  The terms of the offering of interests in separate accounts are included in the Variable Contract prospectus. The terms of offering of qualified retirement plans are described in their disclosure documents. Investors should consult the Variable Contract prospectus or plan disclosure documents for more information on fees and expenses imposed by Variable Contracts or qualified retirement plans, respectively.

For a more complete discussion, see the section below titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS ‒ What are the distribution and purchase procedures of the Funds?”

The Funds have the same redemption procedures and do not facilitate exchanges.

For a more complete discussion, see the section below titled “COMPARISONS OF SOME IMPORTANT FEATURES OF THE FUNDS ‒ What are the redemption procedures and exchange privileges of the Funds?”

The Meeting, which will be conducted in a virtual meeting format that is accessible solely by means of remote communication, is scheduled to occur on June 2, 2022.  If the necessary approval is obtained and all other closing conditions of the Transaction under the Plan are satisfied or waived, the Transaction is currently expected to be completed on June 24, 2022.

If the Transaction is not approved by the Target Fund’s shareholders or does not close for any reason, such shareholders will remain shareholders of the Target Fund, and the Target Fund will continue to operate.  The Board of Trustees of LMPVET, on behalf of the Target Fund, then will consider such other actions as it deems necessary or appropriate.

Shareholders who own shares of the Target Fund at the close of business on April 4, 2022 (the “Record Date”) will be entitled to vote at the Meeting.  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) as of the Record Date. This is referred to as “dollar-weighted” voting. Approval of the Transaction 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 outstanding voting securities of the Target Fund present or represented by proxy at the Meeting if the holders of 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 and is not affiliated with the Funds or with Franklin Templeton.

For more details about shareholder voting, see the “VOTING INFORMATION” section of this Prospectus/Proxy Statement.

The Board of LMPVET, on behalf of the Target Fund, unanimously recommends that you vote FOR the Transaction.  At a meeting held on March 2, 2022, the Board of LMPVET, on behalf of the Target Fund, considered the proposal to reorganize the Target Fund with and into the Acquiring Fund, unanimously approved the Plan, and voted to recommend that shareholders of the Target Fund vote to approve the Plan.  For the reasons set forth in the “REASONS FOR THE TRANSACTION” section of this Prospectus/Proxy Statement, the Board of LMPVET, including the Independent Trustees, have determined that participation in the Transaction is in the best interests of the Target Fund.  The Board also concluded that no dilution in value would result to the shareholders of the Target Fund as a result of the Transaction.

The Funds have substantially similar investment goals. The Target Fund seeks the highest total return (that is, a combination of income and long-term capital appreciation) over time consistent with its asset mix. The Target Fund seeks to reduce volatility as a secondary objective. The Acquiring Fund seeks total return (including income and capital gains) while seeking to manage volatility.  Each Fund’s investment goal is non-fundamental and may be changed without shareholder approval.

The Acquiring Fund is structured as a limited fund-of-funds that seeks to achieve its investment goal by investing its assets partially in other mutual funds, which include other Franklin Templeton and Legg Mason mutual funds and ETFs and third-party ETFs. Under normal market conditions, the Acquiring Fund’s core portfolio is allocated according to the following approximate percentages to achieve the Fund’s asset allocation strategy: 50%-70% equity; 13%‑33% fixed income; 5%-15% multi-asset (a combination of equity and fixed income); and 2%-13% cash (including cash, cash equivalents and money market funds or securities). The Acquiring Fund’s underlying funds invest in a variety of U.S. and foreign equity, fixed-income and money market securities. The Acquiring Fund also obtains exposure to certain strategies and investments in its core portfolio by directly investing in the securities and instruments in that strategy.  The Acquiring Fund may have a large percentage of its core portfolio assets invested in underlying funds at any given time, but will not invest more than 25% of its assets in any one underlying fund at a given time.

For the Target Fund, FAV is responsible for implementation of the Target Fund’s overall asset allocation and the Dynamic Risk Management strategy (as described below) that seeks to reduce the Target Fund’s market risk exposure and volatility by increasing or decreasing the Fund’s exposure to short-term defensive instruments. Western Asset, the Target Fund’s other subadviser, is responsible for the Target Fund’s Event Risk Management strategy (as described below) that seeks to reduce the impact to the Target Fund of market declines during a short period of time caused by, for example, sudden and substantial movements in the equity markets, interest rates or credit spreads, and manages the portion of the Target Fund’s cash and short-term instruments allocated to it.  During normal market conditions, Western Asset implements the Event Risk Management strategy for the Target Fund through investments in options, futures, swaps or other instruments.

For the Acquiring Fund, FAV employs a volatility management strategy that is designed to stabilize the number and level of performance swings of the Acquiring Fund over time. If the Acquiring Fund’s expected annual volatility exceeds the target volatility of 10%, the Fund will write (sell) one or more equity index futures contracts (usually S&P 500 Index futures contracts) with the goal of decreasing its core portfolio’s exposure to U.S. equity securities so that the expected annual volatility of the Acquiring Fund is at or below the target of 10%.

As a result of these differences, if the Transaction is approved and consummated, former shareholders of the Target Fund will be invested in a Fund that has similar equity and fixed income exposures, but primarily through direct investments, rather than through investments in other investment companies.

The shareholders will also be invested in a Fund that invests in similar equity and fixed income sectors (e.g., the top-three sectors for both Funds’ equity and fixed income investments are the same) and focuses on minimizing portfolio volatility.  Shareholders of the Target Fund will, however, be invested in a Fund that has less exposure to foreign equities, foreign bonds and small-cap securities, but more exposure to large-cap domestic equity securities.

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.

Management of the Funds has reviewed the risk profiles of the Funds and the combined Acquiring Fund following the Transaction and believes that shareholders of the Target Fund will not experience a material change in the overall risks of their investment as a result of the Transaction.

For more information about the principal risks of the Funds, including a description of the risks listed in the tables above, 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 description of such risks also is included in the Target Fund Prospectus under the headings “Principal Risks” and “More on the fund’s investment strategies, investments and risks—More on risks of investing in the fund,” and in the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, under the headings “Fund Summary—Principal Risks” and “Fund Details—Principal Risks.”

Shares of each Fund are sold on a continuous basis by Distributors.  Shares of each Fund may only be purchased through Variable Contracts offered by the separate accounts of Participating Insurance Companies or through eligible pension or other qualified plans.  Shares of each Fund are sold at the Fund’s net asset value next determined after receipt by the Fund, through its agent, of a purchase request in good order.

When sold in connection with Variable Contracts, the Fund corresponds with the investment options offered by the Participating Insurance Companies to Variable Contract owners. The Board of Trustees of LMPVET, on behalf of the Target Fund, and the Board of Trustees of FTVIPT, on behalf of the Acquiring Fund, monitors the applicable Fund for the existence of any material irreconcilable conflicts of interest between different types of their separate account investors. If there were any such conflicts for a Fund, the Board of Trustees will determine what action, if any, shall be taken in response. Please refer to the Variable Contract prospectus for information on how to select a Fund as an investment option.

Neither Fund assesses any sales charges, either when shares are sold or redeemed. Surrender charges may be assessed under the policies as described in the applicable Variable Contract prospectus. Mortality and expense risk fees and other charges are also described in that prospectus.

Additional information and specific instructions explaining how to buy shares of the Funds are outlined in the Target Fund Prospectus under the heading “Share transactions – Availability of the fund,” and in the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, under the heading “Your Account,” as applicable.

Each Fund offers the same redemption features.  A Participating Insurance Company’s separate account or a qualified plan that holds shares of a Fund in connection with a Variable Contract sells shares of the Fund to make benefit or surrender payments or to execute exchanges (transfers) between investment options under the terms of the Variable Contract.  The redemption price of the shares of each Fund will be

the NAV next determined after receipt by the Fund, through its agent, of a redemption order from a separate account and by qualified plans, which may be more or less than the price paid for the shares.

Additional information and specific instructions explaining how to redeem shares of each Fund are outlined in the Target Fund Prospectus under the heading “Share transactions – Availability of the fund,” and in the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, under the heading “Your Account,” as applicable.

Fund Management Team.  Each Fund is managed by a team of dedicated professionals.  The portfolio managers have responsibility for the day-to-day management of the Funds and seek to develop ideas and implement the investment strategy for each Fund.  While the Funds are managed by different portfolio management teams, FAV’s portfolio management teams for the Target Fund (as a subadviser) and the Acquiring Fund (as investment manager) are within the same specialist investment manager at FAV, Franklin Templeton Investment Solutions.  The portfolio managers for each Fund are as follows:

The current members of the Acquiring Fund portfolio management team are expected to continue to manage the Acquiring Fund after the Transaction.  For additional information regarding the Acquiring Fund’s portfolio managers, see the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, under the heading “Management.”

The SAI for the Target Fund, dated May 1, 2021, as supplemented (the “Target Fund SAI”), and the SAI for the Acquiring Fund, dated May 1, 2021 for Class 2 shares and March 15, 2022 for Class 1 shares, as supplemented (each, an “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 SAIs, please see the section entitled “INFORMATION ABOUT THE FUNDS.”

Currently, the investment management fee rate paid by the Target Fund is lower than the investment management fee rate paid by the Acquiring Fund. The Target Fund pays an investment management fee to LMPFA at an annual rate of 0.45% of the Target Fund’s average daily net assets.  LMPFA pays FAV a subadvisory fee at an annual rate of 0.10% of the Target Fund’s average daily net assets, and pays Western Asset a subadvisory fee at an annual rate of 0.10% of the Target Fund’s average daily net assets plus 0.02% of the portion of the Target Fund’s average daily net assets allocated to Western Asset for the management of cash and other short-term instruments.  The Acquiring Fund pays an investment management fee to FAV at an annual rate of 0.80% of the Acquiring Fund’s average daily net assets.

With respect to the Target Fund, LMPFA has agreed to waive fees and/or reimburse operating expenses (other than interest, brokerage, taxes and extraordinary expenses) so that the ratio of total annual fund operating expenses will not exceed 1.05% for Class I shares and 1.30% for Class II shares, subject to recapture as described below. Acquired fund fees and expenses are subject to this arrangement. These arrangements are expected to continue until December 31, 2023, may be terminated prior to that date by agreement of the manager and the Board of Trustees of LMPVET, and may be terminated at any time

after that date by the manager. These arrangements, however, may be modified by the manager to decrease total annual fund operating expenses at any time. The manager is also permitted to recapture amounts waived and/or reimbursed to a class during the same fiscal year in which the manager earned the fee or incurred the expense if the class’ total annual fund operating expenses have fallen to a level below the limits described above. In no case will the manager recapture any amount that would result, on any particular business day of the Target Fund, in the class’ total annual fund operating expenses exceeding the applicable limits described above or any other lower limit then in effect. For the fiscal year ended December 31, 2021, the effective investment management fee rate paid by the Target Fund after such waivers was 0.45% of the Target Fund’s average daily net assets.

With respect to the Acquiring Fund, FAV has agreed to reduce its fees to reflect reduced services resulting from the Fund’s investment in Franklin Templeton affiliated funds (acquired fund). FAV has also agreed to waive a portion of the Acquiring Fund’s advisory fee equal to the advisory fee it or its affiliates receive from affiliated underlying funds with respect to the Fund’s assets invested in those affiliated underlying funds. In addition, FAV has agreed to waive or limit its fees and to assume as its own certain expenses otherwise payable by the Acquiring Fund so that common expenses (i.e., a combination of investment management fees, administration fees, and other expenses, but excluding Rule 12b-1 fees, acquired fund fees and expenses and certain non-routine expenses or costs, including those relating to litigation, indemnification, reorganizations and liquidations) for each class of the Fund do not exceed 0.65% until April 30, 2023. During its term, this fee waiver and expense reimbursement agreement may not be terminated or amended without approval of the Board of Trustees of FTVIPT except to add series or classes, to reflect the extension of termination dates or to lower the fee waiver and expenses limitation.  For the fiscal year ended December 31, 2021, the effective investment management fee rate paid by the Acquiring Fund after such waivers was 0.57% of the Acquiring Fund’s average daily net assets.

Unlike the fee waiver/expense reimbursement arrangements for the Target Fund, any fees waived or expenses reimbursed for the Acquiring Fund are not subject to recapture by FAV.  If the Transaction is approved and the Target Fund is reorganized into the Acquiring Fund, the ability of LMPFA to recapture any amounts waived or reimbursed for the Target Fund will terminate.

While the current investment management fee rate paid by the Acquiring Fund is higher than the rate paid by the Target Fund, all share classes of the Target Fund are expected to benefit from lower total annual operating expenses of the corresponding classes of the Acquiring Fund, both before and after any applicable management fee waivers and/or expense reimbursements, due to a reduction in acquired fund fees and expenses of the Acquiring Fund, as well as an expected decrease in overall expenses of the combined Acquiring Fund following the Transaction.

A discussion regarding the basis for the LMPVET Board’s approval of the management agreement and subadvisory agreements for the Target Fund is included in the Target Fund’s Semi-Annual Report to Shareholders for the fiscal periods ended June 30, 2020 (with respect to the management agreement with LMPFA and the subadvisory agreement with Western Asset) and June 30, 2021 (with respect to the subadvisory agreement with FAV).  A discussion regarding the basis for the FTVIPT Board’s approval of the investment management agreement for the Acquiring Fund is included in the Acquiring Fund’s Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2021.

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Funds.  The fee tables and the expense examples do not include any fees or sales charges imposed by variable insurance contracts or qualified retirement plans.  If they were included, your costs would be higher.

Expense ratios reflect annual fund operating expenses for the most recently completed fiscal year for the Target Fund and the Acquiring Fund (i.e., December 31).  The Transaction is not expected to have a material impact on the expense ratio of the Acquiring Fund, but former shareholders of the Target Fund are expected to experience lower annual fund operating expenses, both before and after any management fee waivers and/or expense reimbursements.  Expense ratios reflect annual fund operating expenses for the year ended December 31, 2021, the most recent fiscal year of the Funds. The purpose of the tables is to assist you in understanding the various costs and expenses that you would bear directly or indirectly as a shareholder of the combined Acquiring Fund.

You will not pay any initial or deferred sales charge in connection with the Transaction.

The following examples are intended to help you compare the cost of investing in the Target Fund’s Class I and Class II shares with the cost of investing in the Acquiring Fund’s corresponding Class 1 and Class 2 shares, both before and after the Transaction.  The example assumes:

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

The Funds pay transaction costs, such as commissions, when they buy and sell securities (or “turn over” their portfolios). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Expense Examples, affect each Fund’s performance. The portfolio turnover rates, as a percentage of the average value of its portfolio assets, for each Fund, for the last five fiscal years ended December 31 are set forth in the table below.  The portfolio turnover rate of the Acquiring Fund after the Transaction is expected to continue to be similar to the historical portfolio turnover rate of the Acquiring Fund prior to the fiscal year end 2020.  (The Acquiring Fund’s portfolio turnover rate in 2020 and 2021 reflected an atypical level of portfolio repositioning.)

Exhibit D to this Prospectus/Proxy Statement includes the financial highlights tables of the Target Fund and the Acquiring Fund (Class 2 shares), which include information on the total returns for the Target Fund and the Acquiring Fund (Class 2 shares) for the past five fiscal years ended December 31, 2021.

You can obtain updated performance information at franklintempleton.com or by calling (800) DIAL BEN/342-5236 for the Acquiring Fund or (877) 6LM-FUND/656-3863 for the Target Fund.

Exhibit D to this Prospectus/Proxy Statement includes the financial highlights tables of the Target Fund and the Acquiring Fund.  The Acquiring Fund Prospectus (enclosed), the Target Fund Prospectus and each Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2021 contain additional financial and performance information about the Funds.  These documents are available free of charge upon request (see the section “INFORMATION ABOUT THE FUNDS”). 

Service Providers.  The table below identifies the principal service providers for the Target Fund and the Acquiring Fund.  The Funds use the same custodian, distributor and independent registered public accounting firm.  There are no material differences in the types of services provided by the Acquiring Fund’s service providers and the Target Fund’s service providers.

Distribution and Service (12b-1) Fees.  Class II shares of the Target Fund and Class 2 shares of the Acquiring Fund have a distribution or “Rule 12b-1” plan.  Under the Rule 12b-1 plan, the Funds may pay Distributors or others for the expenses of activities that are primarily intended to sell shares of that class.  Under each Rule 12b-1 plan, the Funds pay Distributors, Participating Insurance Companies or others for the expenses of activities that are primarily intended to sell shares of the class or variable contracts offering such class. These expenses also may include service fees paid to Participating Insurance Companies, securities dealers or others who have executed a servicing agreement with the applicable Fund, Distributors or its affiliates and who provide service or account maintenance to shareholders and Variable Contract owners (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.” The fees charged to a class under the Rule 12b-1 plans are based only on the fees attributable to that particular class.

The Target Fund and the Acquiring Fund may pay up to 0.25% per year of the average daily net assets of Class II and Class 2, respectively. While the maximum amount payable under the Acquiring Fund’s Class 2 Rule 12b-1 plan is 0.35% per year of the average daily net assets of Class 2, the Board of Trustees of FTVIPT has set the current rate at 0.25%.

Class I shares of the Target Fund and Class 1 shares of the Acquiring Fund do not have a Rule 12b-1 plan.  Class 1 shares of the Acquiring Fund will commence operations upon the closing of the Transaction and will be issued to shareholders of Class I shares of the Target Fund.

For more information regarding the Acquiring Fund’s Rule 12b-1 plan for Class 2 shares, please see “The Underwriter—Distribution and Service (12b-1) Fees” in the Acquiring Fund’s SAI.

Dividends and Distributions.  Each Fund intends to pay income dividends at least annually from its net investment income, and capital gains, if any, may be paid at least annually. Distributions made by each Fund are automatically reinvested in additional shares of the Fund at NAV unless the Fund is instructed otherwise. Distributions made by the Funds to a Participating Insurance Company separate account, and exchanges and redemptions of Fund shares made by a separate account, ordinarily do not cause the corresponding Variable Contract owner to recognize income or gain for federal income tax purposes. Shareholders should see the Variable Contract prospectus for information regarding the federal income tax treatment of the distributions to separate accounts and the owners of the Variable Contracts. For more information about dividends and distributions from the Target Fund, see the Target Fund Prospectus under the heading “Dividends, other distributions and taxes.”  For more information about dividends and distributions from the Acquiring Fund, see the Acquiring Fund Prospectus under the heading “Distributions and Taxes.”

Tax.  The tax implications of an investment in each Fund are generally the same.  For more information about the tax implications of investments in the Target Fund, see the Target Fund Prospectus under the heading “Dividends, other distributions and taxes.”  For more information about the tax implications of investments in the Acquiring Fund, see the Acquiring Fund Prospectus under the heading “Distributions and Taxes.”

At a meeting of the Board of Trustees of LMPVET on March 2, 2022 (the “March Board Meeting”), LMPFA recommended to the Board that it approve the Transaction.  LMPFA recommended the Transaction because of the substantially similar investment goals, similar principal investment strategies and principal risks, and similar approaches on volatility management processes of the Funds, and the fact that the Transaction may benefit shareholders of the Target Fund by enabling them to be investors in a fund with lower annual fund operating expenses (on a pro forma combined basis), generally comparable asset allocations, and better performance for one-year, three-year, five-year and since-inception periods ended December 31, 2021.

At the March Board Meeting, the Board considered and approved the proposed Transaction.  The Independent Trustees were advised on this matter by independent counsel.

The Board received written materials containing relevant information about the Acquiring Fund and the proposed Transaction, including fee and expense information on an actual and future estimated basis, and comparative performance data of the Target Fund and the Acquiring Fund.

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 Transaction.

If the shareholders of the Target Fund approve the Plan, the Transaction 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 Transaction will not take place and the Target Fund will continue to operate as it currently does, and the Board of LMPVET, on behalf of the Target Fund, will consider such other actions as it deems necessary or appropriate.

If the shareholders of the Target Fund approve the Transaction, the officers of LMPVET, on behalf of the Target Fund, and the officers of FTVIPT, on behalf of the Acquiring Fund, will determine a specific date, called the “closing date,” for the Transaction to take place.  The Target Fund will transfer substantially all of its assets, free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders’ rights of redemption), to the Acquiring Fund on the closing date, which is scheduled to occur on June 24, 2022 (the “Closing Date”), but which may occur on an earlier or later date as the officers of LMPVET, on behalf of the Target Fund, and the officers of FTVIPT, on behalf of the Acquiring Fund, may mutually agree.  The Acquiring Fund will not assume any liabilities of the Target Fund, whether accrued or contingent, known or unknown, and LMPVET, on behalf of the Target Fund, will use reasonable best efforts to discharge all of the known 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 assets delivered to the Acquiring Fund by LMPVET, on behalf of the Target Fund.  LMPVET, on behalf of the Target Fund, will distribute to its shareholders the Acquiring Fund Shares it receives.  Each shareholder of the Target Fund will receive the Acquiring Fund Shares with an aggregate NAV equal to the aggregate NAV of his or her shares of the Target Fund.  The share transfer books of the Target Fund will be permanently closed as of the close of regular trading on the New York Stock Exchange (generally, 1:00 p.m., Pacific time) on the Closing Date.  The Target Fund will accept requests for redemptions only

if received in proper form before such time on the Closing Date.  Requests received after that time will be considered requests to redeem the Acquiring Fund Shares.  Prior to the Closing Date, LMPVET, on behalf of the Target Fund, will pay or make provision for payment of all its remaining liabilities and will reserve for such contingent liabilities as LMPVET’s officers reasonably deem to exist, if any.  At the closing of the Transaction, each shareholder of record of the Target Fund shall have the right to receive any unpaid dividends or distributions declared prior to the closing, including any declared dividend or distribution, with respect to shares of the Target Fund that such shareholder had on the distribution record date.  The Target Fund will then terminate its existence, liquidate, and dissolve.

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

LMPVET, on behalf of the Target Fund, and FTVIPT, 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.

Following the Closing Date, any outstanding Target Fund share certificates shall be deemed cancelled.

The estimated cost of the Transaction is approximately $590,000, which will be allocated 50% to FAV and LMPFA (as the investment managers of the Funds) or an affiliate, and the remaining 50% will be allocated to the Target Fund and the Acquiring Fund, split pro rata based on assets under management as of December 31, 2021.  In light of the current expense waiver that is in place for the Acquiring Fund, FAV or an affiliate will ultimately pay the Acquiring Fund’s portion of the Transaction expenses.  Since the expense waiver for the Target Fund excludes certain extraordinary expenses, the Target Fund will bear its share of the Transaction costs.  The costs of the Transaction to be allocated as noted above will not include any costs associated with the Target Fund’s repositioning of assets prior to the Transaction. The costs of the Transaction will be allocated in the foregoing manner whether or not the Transaction is consummated. 

For information regarding the legal characteristics of the Acquiring Fund Shares that will be distributed to the Target Fund shareholders, please see Exhibit C for a comparison of the business structure and organizational documents of the Target Fund and the Acquiring Fund.

After the Transaction, shareholders of the Target Fund whose shares are represented by outstanding share certificates will not receive certificates for the Acquiring Fund Shares, and all outstanding Target Fund share certificates will be cancelled.  Evidence of share ownership of the former shareholders of the Target Fund will be reflected electronically in the books and records of the Acquiring Fund.

The following table sets forth, as of December 31, 2021, the capitalizations of the Target Fund and the Acquiring Fund.  The table also shows the projected capitalization of the Acquiring Fund as adjusted to give effect to the proposed Transaction and assumes that the Transaction is approved for the Target Fund.  The Target Fund currently offers Class I shares and Class II shares. Shareholders of Class I and Class II shares of the Target Fund will receive Class 1 shares and Class 2 shares, respectively, of the Acquiring Fund in connection with the Transaction. The Acquiring Fund currently offers Class 2 shares and Class 5 shares.  Class 1 shares of the Acquiring Fund are new, were added in connection with the Transaction and are expected to commence operations upon the completion of the Transaction. Class 5 shares of the Acquiring Fund are not involved in the Transaction.

The capitalization of the Acquiring Fund and its classes is likely to be different when the Transaction is actually consummated.

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.  Each Fund’s investment goal is non-fundamental, which means it may be changed by the Fund’s board of trustees without shareholder approval, but with notice to shareholders.  Certain investment policies of each Fund are fundamental, which means that they cannot be changed without the 1940 Act Majority Vote of that Fund’s outstanding shares.  Unless otherwise noted, the investment policies and strategies of each Fund are non-fundamental and may be changed without shareholder approval.  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 SAIs, which are available upon request.

Both Funds have substantially similar investment goals, similar principal investment strategies and principal investment risks, seek to manage or limit portfolio volatility, and use FAV as an investment manager or subadviser.  The main difference between the investment strategies of the Target Fund and the Acquiring Fund is that the Target Fund is a fund-of funds that pursues its investment goal by investing primarily in other funds, whereas the Acquiring Fund pursues its investment goal by investing partially in other funds, and also obtains exposure to certain strategies and investments by directly investing in the securities and instruments in that strategy.  In addition, the Acquiring Fund currently has less exposure to foreign equity securities, foreign bonds, and small-cap securities, and more exposure to large-cap domestic equity securities than the Target Fund.

Principal Investment Strategies. 

The following is only a summary of the Funds’ principal investment strategies from each Fund’s prospectus.  You should read the Target Fund Prospectus and the Acquiring Fund Prospectus (enclosed) for more complete information about the Funds’ principal investment strategies.

purchasing or selling real estate or commodities, issuing senior securities, and diversifying among issuers.  The differences, however, are not anticipated to materially impact the investment portfolio or operations of the Funds.  In addition, the Target Fund has a specific policy to concentrate its investments (i.e., invest more than 25% of its assets) in the mutual fund industry, whereas the Acquiring Fund’s concentration restriction specifically excludes securities of investment companies (i.e., ETFs and mutual funds).  Because the Acquiring Fund’s concentration restriction excludes securities of investment companies, the Acquiring Fund can, and does, invest more than 25% of its net assets in investment companies.  For a side-by-side comparison of each Fund’s fundamental investment policies, see Exhibit B.

Like all investments, an investment in a Fund involves risk.  There is no assurance that any mutual fund will meet its investment goals.  The achievement of a Fund’s goals depends upon market conditions, generally, and on the investment manager’s analytical and portfolio management skills. You could lose money on your investment in either Fund, and either Fund may not perform as well as other investments.

For more information about the investment risks associated with investments in the Funds, see the Target Fund Prospectus under the headings “Principal Risks” and “More on the fund’s investment strategies, investments and risks—More on risks of investing in the fund,” and in the Acquiring Fund Prospectus, which accompanies this Prospectus/Proxy Statement, under the headings “Fund Summary—Principal Risks” and “Fund Details—Principal Risks.”

For federal income tax purposes, the Variable Contract owners are not the shareholders of the Target Fund.  Rather, the Participating Insurance Companies and their accounts are the shareholders.  Thus, the federal income tax considerations discussed below generally do not apply to Variable Contract owners.  The following is a general summary of the material U.S. federal income tax consequences of the Transaction 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.

The Transaction is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1) of the Code.  The principal federal income tax consequences that are expected to result from the Transaction are as follows:

•

the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund as part of the Transaction will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and

•

the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund as part of the Transaction will include the period that the shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the closing).

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 Transaction.  As a condition to closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to the Funds as to the federal income tax consequences of the Transaction, which opinion will be conditioned upon, among other things, the accuracy, as of the closing date, of certain representations of each Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion.  Notwithstanding the foregoing, no opinion will be expressed as to the effect of the Transaction on either Fund or any Target Fund shareholder with respect to any asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year under a mark-to-market system of accounting.  A copy of the opinion will be filed with the SEC and will be available for public inspection after the Closing Date of the Transaction.  See “INFORMATION ABOUT THE FUNDS.”

Opinions of counsel are not binding upon the IRS or the courts.  If the Transaction is consummated but does not qualify as a tax-free reorganization under the Code, and thus is taxable, the Target Fund would recognize gains or loss on the transfer of its assets to the Acquiring Fund, and each shareholder of the Target Fund would recognize taxable gains or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the Acquiring Fund it would receive.

Repositioning of the Target Fund’s Portfolio Assets.  A portion of the Target Fund will be sold in connection with the Transaction as distinct from normal portfolio turnover. The repositioning of the Target Fund will be approximately 98% of the value of its assets and occur shortly prior to the Transaction. These sales may result in the realization of capital gains, which to the extent not offset by available capital loss carryovers, would be distributed to shareholders.  The amount of any capital gains that may be realized and distributed to the shareholders will depend upon a variety of factors, including the Target Fund’s net unrealized appreciation in the value of its portfolio assets at that time and whether such repositioning occurs before or after the Transaction.  Taking into account the net unrealized appreciation in portfolio assets on a tax basis: (i) at December 31, 2021 of $214,426,000 ($2.64 per share; 19.50% of NAV) for the Target Fund; and (ii) capital loss carryovers of $72,260,000 ($(0.89) per share; (6.57)% of NAV) for the Target Fund available as of such date to offset any capital gains realized by the Target Fund, it is anticipated that sales of a portion of the portfolio assets prior to the closing of the Transaction will result in material amounts of capital gains to be distributed to shareholders.  As a result of the repositioning, the Target Fund anticipates its portfolio will consist of approximately 62% individual securities, 36% shares of underlying mutual funds and ETFs and 2% cash, all of which would be transferred to the Acquiring Fund in connection with the Transaction.  During this time, the Target Fund will employ risk management strategies in the repositioned portfolio that will attempt to reduce downside volatility within the Fund.

Transaction costs also may be incurred due to the repositioning of the portfolio.  As of February 15, 2022, the sales of portfolio securities by the Target Fund in connection with the repositioning are expected to result in transaction costs of approximately $105,000 (0.01% NAV or $0.0013 per share), which will be borne by the Target Fund.  Such sales would result in an anticipated capital gain of approximately $83.8 million (8.11% of NAV or $1.05 per share). However, since shares of the Target Fund must be purchased

through separate accounts used to fund Variable Contracts, it is anticipated that any income dividends or capital gains distributed by the Target Fund will be exempt from current taxation by shareholders if left to accumulate within such separate account. Purchases of portfolio securities by the Target Fund are expected to result in transaction costs of approximately $165,000 (0.02% of NAV or $0.0021 per share), which will be borne by the Target Fund.  It is possible that certain underlying funds held by the Target Fund, including underlying funds that are managed by LMPFA or its affiliates, may elect to redeem the Target Fund’s holdings either wholly or partially by a distribution in-kind of the underlying fund’s portfolio securities rather than cash, in which case the Target Fund would incur additional transaction costs associated with the sale of such securities.The actual costs and capital gains may differ due to the timing of such sales.  Each Fund’s recent portfolio holdings are available on the Funds’ website, franklintempleton.com, as detailed in each Fund’s current prospectus, as may be supplemented.

Distribution. Prior to the closing of the Transaction, the Target Fund will distribute to its shareholders, in one or more distributions, all of its income and gains (net of available capital loss carryovers) not previously distributed for taxable years ending on or prior to the date of closing of the Transaction.

General Limitation on Capital Losses.  Assuming the Transaction qualifies as a tax-free reorganization, as expected, the Acquiring Fund will succeed to the capital loss carryovers, if any, of the Target Fund upon the closing of the Transaction for federal income tax purposes.  The capital loss carryovers of the Funds will be available to offset future gains recognized by the combined Fund, subject to limitations under the Code.  Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable, the effect of which may be accelerated taxable distributions to the combined Fund’s shareholders post-closing.  First, a Fund’s capital loss carryovers are subject to an annual limitation if a Fund undergoes a more than 50% change in ownership. The actual annual limitation on the smaller Fund’s capital loss carryovers will generally equal the aggregate NAV of the smaller Fund on the Closing Date multiplied by the long-term tax-exempt rate for ownership changes during the month in which the Transaction closes; such limitation will be increased by the amount of any built-in gain (i.e., unrealized appreciation in the value of investments of the smaller Fund on the Closing Date that is recognized in a taxable year). Second, if a Fund has sufficiently large net unrealized built-in gains at the time of the Transaction that are realized by the combined Fund in the five-year period following the Transaction, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built-in losses”) of the other Fund. Third, the capital losses of the Target Fund that may be used by the Acquiring Fund (including to offset any “built-in gains” of the Target Fund itself) for the first taxable year ending after the Closing Date will be limited to an amount equal to the capital gain net income of the Target Fund for such taxable year (excluding capital loss carryovers) treated as realized post-closing based on the number of days remaining in such year.  As of December 31, 2021, the Target Fund had a capital loss carryover of $72,260,000 ($(0.89) per share; (6.57)% of NAV). However, because the Target Fund anticipates selling approximately 98% of its portfolio prior to the Transaction, it is likely that the capital loss carryforward will be used prior to the Transaction. The Acquiring Fund did not have a capital loss carryover.

Appreciation in Value of Investments.  Shareholders of the Target Fund will receive a proportionate share of any taxable income and gains realized by the combined Fund and not distributed to its shareholders prior to the Transaction when such income and gains are eventually distributed by the combined Fund. As a result, shareholders of the Target Fund may receive a greater amount of taxable distributions than they would have had the Transaction not occurred.  In addition, if the Acquiring Fund, following the Transaction, has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its NAV than the Target Fund, shareholders of the Target Fund, post-closing, may receive greater amounts of taxable gains as such portfolio investments are sold than they otherwise might have if the Transaction had not occurred. As of December 31, 2021, the Target Fund’s net unrealized appreciation (depreciation) in value of its portfolio investments on a tax basis, as a percentage of NAV,

was 19.49% as compared to 30.01% for the Acquiring Fund and 21.18% on a combined basis. However, because the Target Fund anticipates selling approximately 98% of its portfolio prior to the Transaction, it is likely that the unrealized appreciation on a tax basis as a percentage of the combined Fund’s NAV will be much less.  Shareholders of the Target Fund may receive taxable distributions as a result of the repositioning of the Target Fund’s portfolio prior to the Transaction and may also, after the Transaction, receive additional taxable distributions attributable to unrealized appreciation in the Acquiring Fund’s portfolio, even though that appreciation occurred prior to the Transaction.

You should consult your tax adviser regarding the effect, if any, of the Transaction in light of your particular circumstances, as well as the state and local tax consequences, if any, of the Transaction because this discussion only relates to the federal income tax consequences.

Information about each Fund is included in such Fund’s Prospectus.  The Target Fund Prospectus is incorporated by reference into and considered a part of this Prospectus/Proxy Statement.  The Acquiring Fund Class 1 Prospectus and/or the Acquiring Fund Class 2 Prospectus, as applicable, accompanies this Prospectus/Proxy Statement and is incorporated by reference into and considered a part of this Prospectus/Proxy Statement.  Class 1 shares of the Acquiring Fund are identical to Class 2 shares except that Class 1 shares do not have a distribution plan.  Additional information about the Funds is included in each Fund’s SAI. The Acquiring Fund SAI for Class 1 shares, the Acquiring Fund SAI for Class 2 shares and the Target Fund SAI are incorporated into the Acquiring Fund Prospectus and the Target Fund Prospectus, respectively, and into the SAI 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 Funds is also included in each Fund’s Annual Report to Shareholders for the fiscal year ended December 31, 2021.

For the Acquiring Fund, you may request a free copy of its Prospectus, SAI, Annual Report to Shareholders, Semi-Annual Report to Shareholders, SAI relating to this Prospectus/Proxy Statement and other information by calling (800) DIAL‑BEN/342-5236 or by writing to One Franklin Parkway, San Mateo, CA 94403-1906. For the Target Fund, you may request a free copy of its Prospectus, SAI, Annual Report to Shareholders, and Semi-Annual Report to Shareholders, by calling (877) 6LM-FUND/656-3863, or by writing to Legg Mason Funds, P.O. Box 33030, St. Petersburg, FL 33722-8030.

LMPVET, on behalf of the Target Fund, and FTVIPT, 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 Investment Company Act of 1940.  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 Trusts and the Funds. The Target Fund is a diversified series of LMPVET, a registered open-end management investment company organized as a Maryland statutory trust.  The Acquiring Fund is a diversified series of FTVIPT, a registered open-end management investment company organized as a Delaware statutory trust.  The differences between a Maryland and Delaware statutory trust are negligible with regard to the operations of the Funds.  The most significant difference between the LMPVET and FTVIPT is that each is overseen by different Boards of Trustees.  Please see Exhibit C for a more comprehensive comparison between these two forms

of organization.  Additional information about each Fund’s current structure also is contained in such Fund’s SAI.

A 1940 Act Majority Vote, as defined herein, of the outstanding shares of the Target Fund is required to approve the Transaction.  Each share (or fractional share) of the Target Fund outstanding as of the close of business on the Record Date (April 4, 2022) is entitled to a number of votes equal to the net asset value of that share (or fractional share) as of the Record Date. This is referred to as “dollar-weighted” voting. If sufficient votes to approve the Transaction are not received by the date of the Meeting, the Meeting may be adjourned or postponed to permit further solicitation of proxies.

A quorum of shareholders of the Target Fund is required to take action at the Meeting.  A quorum consists of 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 Fund represented by such shares.

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

The rights accompanying shares of the Target Fund are legally vested in the Variable Contracts offered by the separate accounts of Participating Insurance Companies. However, in accordance with current law and interpretations thereof, Participating Insurance Companies will vote shares held in the separate accounts in a manner consistent with voting instructions timely received from the holders of Variable Contracts. A signed proxy card or other authorization by a holder that does not specify how the holder’s shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. Those persons who have a voting interest at the close of business on the Record Date will be entitled to submit instructions to their Participating Insurance Company. Each Participating Insurance Company will vote Target Fund shares held in separate accounts for which no timely instructions are received from the holders of Variable Contracts, as well as shares it owns, in the same proportion as those shares for which such Participating Insurance Company receives voting instructions. Because of this practice, a small number of holders of Variable Contracts could determine how a Participating Insurance Company votes with respect to the Target Fund, if other holders of Variable Contracts fail to vote.

The Board of LMPVET does not intend to bring any matters before the Meeting other than that described in this Prospectus/Proxy Statement.  The Board of LMPVET 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, the voting power of each class, the total number of outstanding shares of each class, and the total voting power of the Target Fund as of the Record Date:

As of the Record Date, the officers and trustees of LMPVET, as a group, owned of record and beneficially less than 1% of the outstanding shares of the Target Fund’s outstanding shares.  The officers and trustees of FTVIPT, as a group, owned of record and beneficially less than 1% of the Acquiring Fund’s outstanding shares.

From time to time, the number of Fund shares held in “street name” accounts of various securities dealers for the benefit of their clients or in centralized securities depositories may exceed 5% of the total shares outstanding.  To the knowledge of the Funds, no other persons owned (beneficially or of record) 5% or more of the outstanding shares of any class of a Fund as of the Record Date, except as listed in Exhibit E to this Prospectus/Proxy Statement.  Upon completion of the Transaction, it is expected that those persons disclosed in Exhibit E as owning 5% or more of the Target Fund’s outstanding Class I or Class II shares will own in excess of 5% of the then outstanding Class 1 or Class 2 shares, respectively, of the Acquiring Fund upon completion of the Transaction.

The Target Fund is not required to hold, and does not hold, regular annual meetings of shareholders. A shareholder proposal intended to be presented at a future special meeting of shareholders of the Target Fund must be received at the offices of the Target Fund, 620 Eighth Avenue, New York, New York 10018, at a reasonable time before the Fund begins to print and send its proxy materials. A shareholder proposal may be presented at a meeting of shareholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal securities laws, state law, and other governing instruments.

Submission of a proposal by a shareholder does not guarantee that the proposal will be included in a Fund’s proxy statement or presented at the meeting.

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

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this [__] day of [______], 2022 by and between (i) Franklin Templeton Variable Insurance Products Trust (the “Acquiring Trust”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, California 94403-1906, on behalf of its series, Franklin VolSmart Allocation VIP Fund (the “Acquiring Fund”); and (ii) Legg Mason Partners Variable Equity Trust (the “Target Trust”), a statutory trust created under the laws of the State of Maryland, with its principal place of business at 620 Eighth Avenue, 47th Floor, New York, New York 10018, on behalf of its series, Franklin Multi-Asset Dynamic Multi-Strategy VIT (the “Target Fund”).  Franklin Advisers, Inc. (“FAV”), a California corporation and investment manager to the Acquiring Fund, and Legg Mason Partners Fund Advisor, LLC (“LMPFA”), a limited liability company organized under the laws of the State of Delaware and investment manager to the Target Fund, join this Plan solely for purposes of Section 7.

The reorganization (hereinafter referred to as the “Reorganization”) will consist of (i) the acquisition by the Acquiring Trust, on behalf of the Acquiring Fund, of substantially all of the property, assets and goodwill of the Target Fund in exchange solely for full and fractional Class 1 and Class 2 shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”); (ii) the distribution of the Acquiring Fund Shares to the holders of Class I and Class II shares of beneficial interest of the Target Fund (the “Target Fund Shares”), respectively, according to their respective interests in the corresponding classes of Target Fund Shares in complete liquidation of the Target Fund; and (iii) the dissolution of the Target Fund as soon as is practicable after the closing (as described in Section 3, hereinafter called the “Closing”), all upon and subject to the terms and conditions of the Plan hereinafter set forth.

In order to consummate the Reorganization and in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, agree as follows:

books at the Closing Date (as such term is defined in Section 3), including, but not limited to, its income dividends and capital gains distributions, if any, payable for the period prior to the Closing Date and through the final taxable year ending with the Target Fund’s complete liquidation; and (iii) pay such contingent liabilities, if any, as the officers of the Target Trust shall reasonably deem to exist against the Target Fund at the Closing Date, for which contingent and other appropriate liability reserves shall be established on the Target Fund’s books (such assets hereinafter “Net Assets”).  The Acquiring Trust, on behalf of the Acquiring Fund, shall not assume any liability of the Target Fund, whether accrued or contingent, known or unknown, and the Target Fund shall use its reasonable best efforts to discharge all of its known liabilities so far as may be possible, from the cash, bank deposits and cash equivalent securities described above.

regulations thereunder, shall be available to the Acquiring Fund from and after the date of the Plan, and shall be turned over to the Acquiring Fund on or prior to the Closing.

statement filed under the Securities Act of 1933 (the “1933 Act”), except for those shares sold pursuant to the private offering exemption for the purpose of raising initial capital or obtaining any required initial shareholder approvals.

and other documents which may be necessary in connection with the transactions contemplated hereby shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereto.

respective dates and the results of Target Fund’s operations for periods indicated, in conformity with GAAP applied on a consistent basis.

and (iii) at least 90 percent of the excess, if any, of such Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Valuation Time on the Closing Date.

rights; and provided that Morgan, Lewis & Bockius LLP shall be entitled to state that it expresses no opinion with respect to the validity, binding effect or enforceability of any contractual provisions purporting to provide indemnification of any person for any claims, damages, liabilities or expenses that may be limited by any applicable federal or state securities laws or as a matter of public policy.

parties in writing.  Neither the Plan nor any interest herein may be assigned without the prior written consent of the other party.

IN WITNESS WHEREOF, the Acquiring Trust, on behalf of the Acquiring Fund, and the Target Trust, on behalf of the Target Fund, have caused the Plan to be executed on its behalf by its duly authorized officers, all as of the date and year first-above written.

These financial highlight tables are intended to help you understand the Funds’ financial performance and are included in the Funds’ annual shareholder reports, which are incorporated by reference into the SAI.  The information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with a Fund’s financial statements, is included in each Fund’s annual report, which is available upon request.