0001683863-20-011358.txt : 20200626 0001683863-20-011358.hdr.sgml : 20200626 20200626081349 ACCESSION NUMBER: 0001683863-20-011358 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200626 DATE AS OF CHANGE: 20200626 EFFECTIVENESS DATE: 20200626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET FUNDS INC CENTRAL INDEX KEY: 0000863520 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06110 FILM NUMBER: 20991195 BUSINESS ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-454-2760 MAIL ADDRESS: STREET 1: 100 INTERNATIONAL DRIVE STREET 2: 7TH FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: LM INSTITUTIONAL FUND ADVISORS I INC DATE OF NAME CHANGE: 19980818 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET TRUST INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS MONEY MARKET TRUST CENTRAL INDEX KEY: 0000747576 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04052 FILM NUMBER: 20991191 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS TRUST III DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK CASH RESERVES DATE OF NAME CHANGE: 19910320 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK FUNDS CASH RESERVES INC DATE OF NAME CHANGE: 19861030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INCOME TRUST CENTRAL INDEX KEY: 0000764624 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04254 FILM NUMBER: 20991189 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON PARTNERS INCOME FUNDS DATE OF NAME CHANGE: 20060407 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INCOME FUNDS DATE OF NAME CHANGE: 19941228 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON INCOME FUNDS DATE OF NAME CHANGE: 19931015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST CENTRAL INDEX KEY: 0000850628 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05812 FILM NUMBER: 20991192 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS PREMIUM TRUST DATE OF NAME CHANGE: 20051108 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS PREMIUM TRST DATE OF NAME CHANGE: 19981030 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK INSTITUTIONAL CASH RESERVES DATE OF NAME CHANGE: 19900102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS VARIABLE INCOME TRUST CENTRAL INDEX KEY: 0000874835 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06310 FILM NUMBER: 20991194 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: LEGG MASON PARTNERS VARIABLE PORTFOLIOS II DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: GREENWICH STREET SERIES FUND DATE OF NAME CHANGE: 19970902 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON SERIES FUND DATE OF NAME CHANGE: 19920929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON PARTNERS INSTITUTIONAL TRUST CENTRAL INDEX KEY: 0000889512 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06740 FILM NUMBER: 20991190 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CITIFUNDS INSTITUTIONAL TRUST DATE OF NAME CHANGE: 19981030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTER PORTFOLIO TRUST CENTRAL INDEX KEY: 0001140869 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-10407 FILM NUMBER: 20991193 BUSINESS ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 1-877-721-1926 MAIL ADDRESS: STREET 1: LEGG MASON & CO., LLC STREET 2: 620 EIGHTH AVENUE, 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL PORTFOLIO DATE OF NAME CHANGE: 20010518 0000747576 S000008928 Western Asset New York Tax Free Money Market Fund C000024260 Class N CIYXX C000090907 Class A LNAXX C000091737 Service Shares LNSXX 0000747576 S000008929 Western Asset Tax Free Reserves C000024261 Class N CIXXX C000090908 Class A LWAXX C000091738 Service Shares LXSXX 0000747576 S000008930 Western Asset U.S. Treasury Reserves C000024262 Class N CISXX C000091739 Service Shares LTSXX 0000747576 S000016623 Western Asset Government Reserves C000046408 Class A SMGXX C000089729 Class N LGMXX C000091740 Service Shares LGSXX C000168701 Class A2 SMTXX 0000747576 S000052041 Western Asset Prime Obligations Money Market Fund C000163761 Class A POMXX C000163763 Class N PGNXX C000163764 Class I C000163765 Class Service PGSXX 0000764624 S000008972 Western Asset Income Fund C000024372 Class A SDSAX C000024374 Class C LWSIX C000024375 Class I SDSYX C000071122 Class FI C000071123 Class R C000081533 Class C1 SDSIX C000118995 Class IS WAGIX 0000764624 S000008975 Western Asset Short Duration High Income Fund C000024383 Class A SHIAX C000024385 Class C LWHIX C000024386 Class I SHIYX C000071124 Class R LWSRX C000081534 Class C1 SHICX C000133526 Class IS 0000764624 S000008976 Western Asset Municipal High Income Fund C000024387 Class A STXAX C000024389 Class C SMHLX C000024390 Class I LMHIX C000071125 Class FI C000198396 Class IS 0000764624 S000016249 Western Asset Short Duration Municipal Income Fund C000044916 Class A SHDAX C000044917 Class C SHDLX C000044918 Class I SMDYX C000059841 Class FI C000152114 Class A2 SHDQX C000183975 Class IS SHDSX 0000764624 S000016624 Western Asset Ultra-Short Income Fund C000046410 Class A ARMZX C000046412 Class C LWAIX C000046413 Class I SBAYX C000068525 Class R C000080302 Class C1 ARMGX C000118948 Class IS ARMLX 0000764624 S000016625 Western Asset Intermediate Maturity New York Municipals Fund C000046414 Class A IMNYX C000046415 Class C SINLX C000046416 Class I LMIIX C000060706 Class FI C000187789 Class IS SNYSX 0000764624 S000016626 Western Asset Intermediate-Term Municipals Fund C000046417 Class A SBLTX C000046419 Class C SMLLX C000046421 Class I SBTYX C000066348 Class FI C000184044 Class IS SMLSX 0000764624 S000016627 Western Asset Corporate Bond Fund C000046422 Class A SIGAX C000046424 Class C1 SBILX C000046425 Class I SIGYX C000062456 Class FI C000062457 Class R C000076699 Class P LCBPX C000088506 Class C LWBOX C000118996 Class IS 0000764624 S000016628 Western Asset Managed Municipals Fund C000046426 Class A SHMMX C000046428 Class C SMMCX C000046429 Class I SMMYX C000046430 Class 1 SMMOX C000064957 CLass FI C000184045 Class IS AMMOX 0000764624 S000016629 Western Asset Massachusetts Municipals Fund C000046431 Class A SLMMX C000046433 Class C SMALX C000046434 Class I LHMIX C000060707 Class FI C000187790 Class IS LHISX 0000764624 S000016632 Western Asset New Jersey Municipals Fund C000046443 Class A SHNJX C000046445 Class C SNJLX C000046446 Class I LNJIX C000066349 Class FI C000193928 Class IS LNISX 0000764624 S000016633 Western Asset New York Municipals Fund C000046447 Class A SBNYX C000046449 Class C SBYLX C000046450 Class I SNPYX C000066350 Class FI C000193929 Class IS SNIPX 0000764624 S000016636 Western Asset Oregon Municipals Fund C000046459 Class A SHORX C000046461 Class C SORLX C000046462 Class I LMOOX C000066859 Class FI Shares C000195075 Class IS SOISX 0000764624 S000016637 Western Asset Pennsylvania Municipals Fund C000046463 Class A SBPAX C000046465 Class C SPALX C000046466 Class I LPPIX C000066351 Class FI C000193930 Class IS LPISX 0000764624 S000016639 Western Asset Short-Term Bond Fund C000046471 Class A SBSTX C000046473 Class C1 SSTLX C000046474 Class I SBSYX C000062459 Class R LWARX C000088507 Class C LWSOX C000117030 Class IS LWSTX C000118877 Class FI 0000764624 S000016642 Western Asset Emerging Markets Debt Fund C000046484 Class I SEMDX C000064739 Class FI LMWDX C000074217 Class A LWEAX C000074218 Class C1 LWECX C000074219 Class IS LWISX C000116257 Class R WAERX C000116258 Class C WAEOX C000130594 CLASS A2 WEMDX 0000764624 S000016644 Western Asset California Municipals Fund C000046487 Class C SCACX C000046488 Class I LMCUX C000046489 Class A SHRCX C000064958 Class FI C000192834 Class IS SHRSX 0000764624 S000016648 Western Asset Global High Yield Bond Fund C000046502 Class A SAHYX C000046504 Class C1 SHYCX C000046505 Class I SHYOX C000062460 Class R C000088508 Class C LWGOX C000118878 Class FI C000118879 Class IS LWGSX 0000764624 S000016649 Western Asset Mortgage Total Return Fund C000046506 Class A SGVAX C000046508 Class C1 SGSLX C000046509 Class I SGSYX C000046510 Class 1 SGVSX C000062461 Class FI C000062462 Class R C000088509 Class C LWMSX C000118880 Class IS LMBSX 0000764624 S000016650 Western Asset Intermediate Maturity California Municipals Fund C000046511 Class A ITCAX C000046512 Class C SIMLX C000046513 Class I SICYX C000060708 Class FI C000187791 Class IS SICMX 0000850628 S000008923 Western Asset Premium Liquid Reserves C000024253 Western Asset Premium Liquid Reserves CIPXX 0000850628 S000008924 Western Asset Premium U.S. Treasury Reserves C000024254 Western Asset Premium U.S. Treasury Reserves CIMXX 0000863520 S000000711 Western Asset Intermediate Bond Fund C000002076 Class I WATIX C000066986 Class IS WABSX C000113698 CLASS A WATAX C000113699 CLASS C WATCX C000113700 CLASS R WATRX 0000863520 S000000713 Western Asset Core Bond Fund C000002079 Class I WATFX C000002080 Class FI WAPIX C000066988 Class IS WACSX C000113701 CLASS A WABAX C000113702 CLASS C WABCX C000113703 CLASS R WABRX C000117034 Class C1 LWACX 0000863520 S000000714 Western Asset Core Plus Bond Fund C000002081 Class I WACPX C000002082 Class FI WACIX C000066989 Class IS WAPSX C000113704 CLASS A WAPAX C000113705 CLASS C WAPCX C000113706 CLASS R WAPRX C000117035 Class C1 LWCPX 0000863520 S000000715 Western Asset Inflation Indexed Plus Bond Fund C000002083 Class FI WATPX C000002084 Class I WAIIX C000066990 Class IS WAFSX C000113707 CLASS A WAFAX C000113708 CLASS C WAFCX C000113709 CLASS R WAFRX C000117036 Class C1 LWICX 0000863520 S000000716 Western Asset High Yield Fund C000002086 Class I WAHYX C000066991 Class IS WAHSX C000113710 CLASS A WAYAX C000113711 CLASS C WAYCX C000113712 CLASS R WAYRX C000144367 Class A2 WHAYX 0000863520 S000012738 Western Asset Total Return Unconstrained Fund C000034298 Class I WAARX C000034299 Class FI WARIX C000066992 Class IS WAASX C000113713 CLASS A WAUAX C000113714 CLASS C WAUCX C000113715 CLASS R WAURX C000139590 CLASS A2 WRTUX 0000863520 S000041845 Western Asset Macro Opportunities Fund C000129905 Class A LAAAX C000129906 Class C LAACX C000129907 Class FI LAFIX C000129908 Class I LAOIX C000129909 Class IS LAOSX C000174620 Class A2 LAATX 0000874835 S000016930 Western Asset Core Plus VIT Portfolio C000047111 Class I QLMHIX C000154792 Class II LVITX 0000874835 S000017004 Western Asset Variable Global High Yield Bond Portfolio C000047256 Class I QLMYIX C000047257 Class II QLMYTX 0000889512 S000008908 Western Asset Institutional Liquid Reserves C000024235 Institutional Shares CILXX C000089731 Investor Shares LLRXX C000091743 Administrative Shares LRAXX 0000889512 S000008909 Western Asset Select Tax Free Reserves C000024238 Select Shares CIFXX C000089732 Investor Shares LTFXX C000091744 Administrative Shares LFAXX 0000889512 S000008910 Western Asset Institutional U.S. Treasury Reserves C000024239 Institutional Shares CIIXX C000089733 Investor Shares LTRXX C000091745 Administrative Shares LTAXX 0000889512 S000014681 Western Asset SMASh Series M Fund C000040179 SMASh Series M Fund LMSMX 0000889512 S000014682 Western Asset SMASh Series C Fund C000040180 SMASh Series C Fund LMLCX 0000889512 S000014683 Western Asset SMASh Series EC Fund C000040181 SMASh Series EC Fund LMECX 0000889512 S000016858 Western Asset Institutional Government Reserves C000046975 Institutional Shares INGXX C000046976 Class L LWPXX C000089734 Investor Shares LGRXX C000091746 Administrative Shares LGAXX 0000889512 S000041891 Western Asset Institutional U.S. Treasury Obligations Money Market Fund C000130074 Institutional Shares LUIXX C000130075 Administrative Shares LAOXX C000130076 Investor Shares LAIXX 0000889512 S000052179 Western Asset SMASh Series TF Fund C000164185 Western Asset SMASh Series TF Fund LSMSX 0000889512 S000066839 Western Asset Premier Institutional Government Reserves C000215193 Premium Shares WACXX C000215194 Capital Shares WABXX 0000889512 S000066840 Western Asset Premier Institutional Liquid Reserves C000215195 Capital Shares WAAXX 0000889512 S000066841 Western Asset Premier Institutional U.S. Treasury Reserves C000215196 Premium Shares WAEXX C000215197 Capital Shares WADXX 0001140869 S000018041 Liquid Reserves Portfolio C000049971 Liquid Reserves Portfolio 0001140869 S000018042 U.S. Treasury Reserves Portfolio C000049972 U.S. Treasury Reserves Portfolio 0001140869 S000018043 Tax Free Reserves Portfolio C000049973 Tax Free Reserves Portfolio 0001140869 S000025611 Government Portfolio C000076728 Government Portfolio 0001140869 S000042914 U.S. Treasury Obligations Portfolio C000133025 U.S. Treasury Obligations Portfolio DEFA14A 1 f6298d1.htm WESTERN ASSET FUNDS - PROXY STATEMENTS VOTING

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

  

SCHEDULE 14A  

  

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

Exchange Act of 1934  

  

Filed by the Registrant [X]  

Filed by a Party other than the Registrant [   ]  

  

Check the appropriate box:  

  

[   ]Preliminary Proxy Statement  

[   ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  

[   ]Definitive Proxy Statement  

[X]Definitive Additional Materials  

[   ] Soliciting Material Pursuant to §240.14a-12 

  

LEGG MASON PARTNERS INCOME TRUST 

WESTERN ASSET FUNDS, INC. 

LEGG MASON PARTNERS INSTITUTIONAL TRUST 

LEGG MASON PARTNERS MONEY MARKET TRUST 

LEGG MASON PARTNERS PREMIUM MONEY MARKET TRUST 

MASTER PORTFOLIO TRUST 

LEGG MASON PARTNERS VARIABLE INCOME TRUST 

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

  

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

  

Payment of Filing Fee (Check the appropriate box):  

  

[X]         No fee required.  

[   ]         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

  

              1)    Title of each class of securities to which transaction applies:  

                 

2)Aggregate number of securities to which transaction applies: 

         

3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):  

           

4)Proposed maximum aggregate value of transaction:  

           

5)Total fee paid: 

           

[  ]          Fee paid previously with preliminary materials.  

[  ]          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.  

  

        1)    Amount Previously Paid:  

           

        2)Form, Schedule or Registration Statement No.:  

           

         3)    Filing Party:  

           

         4)    Date Filed:  

  

THIS DOCUMENT DOES NOT CONSTITUTE A SOLICITATION OF ANY VOTE OR APPROVAL. THE LEGG MASON"SPONSORED FUNDS HAVE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAVE MAILED TO SHAREHOLDERS OF RECORD DEFINITIVE PROXY STATEMENTS. THE PROXY STATEMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE FUNDS AND MATTERS RELATED TO THE PROPOSALS. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENTS CAREFULLY.

Information regarding Franklin Templeton/Legg Mason Change of Control Definitive Proxy Statements for Legg Mason U.S. Funds Listed on Schedule A (the "Funds")

June 26, 2020

Franklin Templeton/Legg Mason Transaction

Q. What is happening with Legg Mason?

A:In February 2020, Legg Mason entered into a definitive agreement (the "Transaction Agreement") with Franklin Templeton, under which Franklin Templeton will acquire Legg Mason (the "Transaction").

The Transaction is subject to approval by Legg Mason's shareholders and customary closing conditions, including receipt of regulatory approvals. Subject to such approvals and the satisfaction of the other conditions, the Transaction is expected to close in the third quarter of 2020.

As part of the Transaction, Franklin Templeton will maintain the investment autonomy of the Legg Mason affiliates that manage the investments of the Funds, including Brandywine Global, Clarion Partners, ClearBridge, ClearBridge RARE, Martin Currie, QS Investors, Royce Investment Partners, and Western Asset.

Regulatory Requirements for Legg Mason Funds

Q. Why are Fund shareholders being asked to approve new management agreements and new subadvisory agreements?

A:Legg Mason is the parent company of the investment managers and the subadvisers for the Funds. Upon completion of the Transaction, the Funds' investment managers and the subadvisers will become subsidiaries of Franklin Templeton.

The Transaction will result in what is commonly called a "change of control" of Legg Mason. This will cause the Funds' current management agreements and subadvisory agreements to terminate. Shareholders of the Funds are being asked to approve new management agreements and new subadvisory agreement(s). If approved by shareholders, each new agreement will take effect when the manager or applicable subadviser becomes a subsidiary of Franklin Templeton.

The Transaction will not be completed unless certain conditions are met. One of these conditions is advisory clients of Legg Mason investment affiliates representing a specified percentage of Legg Mason

revenue consent to the continuation of their advisory relationships at close. This includes Legg Mason Funds whose shareholders have approved new management agreements.

Information About the New Management Agreements and Subadvisory Agreements

Q. How do the new management and subadvisory agreements differ from the current agreements?

A:The new agreements will be identical to the current agreements, except for the dates of execution, effectiveness and termination.

Q. Will the Funds' contractual management fee rates go up?

A:No. The sale of Legg Mason will not result in any changes to the contractual management fee rates charged to the Funds, nor will the sale cause expense waiver and reimbursement arrangements to change.

Q. Will the new management and subadvisory agreements result in any changes in the portfolio management, investment objective or investment strategy of the Funds?

A:No. The new agreements are not expected to result in any changes to the portfolio managers of the Funds or to a Fund's investment objective or investment strategy.

Information About Other Service Providers

Q. Will there be changes to a Fund's custodian or other service providers as a result of the sale of Legg Mason?

A:No. There are not expected to be any changes to a Fund's custodian or other service providers as a result of the Transaction.

Q. Will Legg Mason Investor Services, LLC (LMIS) continue to serve as the principal underwriter for each Open"End Fund following the consummation of the Transaction?

A:LMIS is expected to continue to serve as the principal underwriter for each Open"End Fund following the consummation of the Transaction. LMIS also serves as a service agent of the Funds and is expected to continue to provide such services following the consummation of the Transaction.

Potential Benefits to Shareholders of the Funds as a Result of the Transaction

Q. How could the sale of Legg Mason potentially benefit shareholders of the Funds?

A:Following the sale, Legg Mason and its affiliates will be part of an organization with greater scale, broader distribution capabilities and new opportunities to grow. Approval of the new management and

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subadvisory agreements will provide continuity of the investment program shareholders of the Funds selected through their investment in the Funds and allow the Funds' operations to continue uninterrupted after the sale.

Additional Information About the Current Agreements and the New Agreements

Q. What happens if new management and new subadvisory agreements are not approved for a Fund?

A:The Board of each Fund has approved interim management and subadvisory agreements to provide for maximum flexibility for each Fund's future. The terms of the interim agreements are identical to those of the current agreements except for term and escrow provisions required by applicable law. If shareholders of a Fund do not approve a new management agreement, or a new subadvisory agreement or agreements, and the sale of Legg Mason to Franklin Templeton occurs, the Fund's current agreements will terminate, and the manager or subadviser will not be able to provide services to the Fund. If this should happen, the Board of the Fund will implement the interim management or subadvisory agreements for a period of no more than 150 days in order to determine appropriate action, which could include continuing to solicit approval of new management or subadvisory agreements.

Q. What will happen if the Transaction is not consummated?

A:If the Transaction is not consummated, the investment manager and subadviser(s) to each Fund will continue to serve their respective Funds pursuant to the terms of the current management and subadvisory agreements.

Information About the Shareholder Proxy Process

Q. How does each Fund's Board of Trustees/Directors recommend that shareholders vote?

A:After careful consideration, each Fund's Board recommends that shareholders vote FOR each proposal applicable to their Fund.

Q. How can shareholders vote their shares?

A:Shareholders can vote their shares in one of four ways:

∙By telephone: Call the toll"free number printed on the proxy card(s) that was mailed to them and follow the instructions.

∙By Internet: Access the website address printed on the proxy card(s) that was mailed to them and follow the directions on the website.

∙By mail: Complete, sign and date the proxy card(s) that was mailed to them and return in the self"addressed, postage"paid envelope.

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∙At the meeting: Shareholders can vote their shares at the meeting scheduled on the date and time noted in the proxy statement and on the proxy card(s) mailed to them.

Q.When and where are the shareholder meetings scheduled to be held?

A:Due to the public health impact of the coronavirus (COVID"19) pandemic, each Fund's special meeting of shareholders will be held in a virtual format only. Each of these meetings will be accessible solely by means of remote communication. The date and time of each meeting is included in each Fund's proxy statement and on the proxy card(s) previously mailed to shareholders.

Information about changes to meeting locations, dates and times can be found below under "UPDATES TO SHAREHOLDER MEETING LOCATIONS, DATES AND TIMES." Press releases announcing changes to meeting locations, dates and times can be found at http://www.leggmason.com/virtualproxyfundsmeeting. An announcement of any change will also be filed with the U.S. Securities and Exchange Commission via its EDGAR system.

We encourage shareholders to visit http://www.leggmason.com/virtualproxyfundsmeeting before their Fund's special meeting if they plan to attend the meeting.

UPDATES TO SHAREHOLDER MEETING LOCATIONS, DATES AND TIMES

EACH OF THE PRESS RELEASES DESCRIBED BELOW CAN BE FOUND AT:

http://www.leggmason.com/virtualproxyfundsmeeting

On June 26, 2020, press releases were issued for each of the Funds listed in Schedule A – Proxy Statement 1, Proxy Statement 2, Proxy Statement 3 and Proxy Statement 5 announcing that due to the public health impact of COVID"19, the location of these Funds' special meetings of shareholders will be held in a virtual meeting format only. Each of these special meetings of shareholders will be accessible solely by means of remote communication. As previously announced, the meetings will be held on July 14, 2020 at the time indicated in the proxy statements and on the proxy card(s) previously mailed to shareholders. Information about how a shareholder may attend their Fund's meeting is contained in the press releases.

*

On June 12, 2020, a press release was issued for BrandywineGLOBAL— Global Income Opportunities Fund Inc. (BWG) announcing that the Fund's special meeting of shareholders originally scheduled for June 5, 2020 at 9:00 a.m. (Eastern Time) and subsequently postponed to June 16, 2020 at 10:00 a.m. (Eastern Time) has been postponed to July 6, 2020 at 9:00 a.m. (Eastern Time). As previously announced, the Fund's special meeting of shareholders will be accessible solely by means of remote communication.

*

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On June 8, 2020, press releases for the Funds listed below were issued to announce an adjournment of each Fund's special meeting of shareholders. Each Fund's special meeting of shareholders, originally scheduled to be held on June 5, 2020 at 9:00 a.m. (Eastern Time), has been adjourned to July 6, 2020 at 11:00 a.m. (Eastern Time). As previously announced, each Fund's special meeting of shareholders will be accessible solely by means of remote communication.

ClearBridge MLP and Midstream Fund Inc. (CEM)

ClearBridge Energy Midstream Opportunity Fund Inc. (EMO)

ClearBridge MLP and Midstream Total Return Fund Inc. (CTR)

LMP Capital and Income Fund Inc. (SCD)

Western Asset Global Corporate Defined Opportunity Fund Inc. (GDO)

Western Asset High Yield Defined Opportunity Fund Inc. (HYI)

Western Asset Investment Grade Defined Opportunity Trust Inc. (IGI)

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On June 4, 2020, press releases for the Funds listed below were issued to announce a postponement of each Fund's special meeting of shareholders. Each Fund's special meeting of shareholders, originally scheduled to be held on June 5, 2020 at 9:00 a.m. (Eastern Time), has been postponed to the date and time noted below. As previously announced, each Fund's special meeting of shareholders will be accessible solely by means of remote communication.

New Meeting Date: June 16, 2020 at 10 a.m. (Eastern Time)

BrandywineGLOBAL— Global Income Opportunities Fund Inc. (BWG)

New Meeting Date: July 6, 2020 at 9:00 a.m. (Eastern Time):

Western Asset Corporate Loan Fund Inc. (TLI)

Western Asset Global High Income Fund Inc. (EHI)

Western Asset High Income Fund II Inc. (HIX)

Western Asset High Income Opportunity Fund Inc. (HIO)

Western Asset Variable Rate Strategic Fund Inc. (GFY)

New Meeting Date and Time: July 6, 2020 at 11:00 a.m. (Eastern Time):

Western Asset Managed Municipals Fund Inc. (MMU)

Western Asset Middle Market Debt Fund Inc. (XWAMX)

Western Asset Middle Market Income Fund Inc. (XWMFX)

Western Asset Mortgage Opportunity Fund Inc. (DMO)

Western Asset Municipal Defined Opportunity Trust Inc. (MTT)

Western Asset Municipal High Income Fund Inc. (MHF)

Western Asset Municipal Partners Fund Inc. (MNP)

*

5

On May 27, 2020, a press release was issued for Western Asset Investment Grade Income Fund Inc. (PAI) announcing that due to the public health impact of COVID"19, the location of the Fund's special meeting of shareholders will be held in a virtual format only. The Fund's special meeting of shareholders will be accessible solely by means of remote communication. As previously announced, the meeting will be held on June 12, 2020 at 9:00 a.m. (Eastern Time). Information about how a shareholder may attend the Fund's meeting is contained in the press release.

*

On May 22, 2020, press releases were issued for the closed"end Funds listed in Schedule A – Proxy Statement 4 announcing that due to the public health impact of COVID"19, the location of these Funds' special meetings of shareholders will be held in a virtual meeting format only. Each of these special meetings of shareholders will be accessible solely by means of remote communication. As previously announced, the meetings will be held on June 5, 2020 at 9:00 a.m. (Eastern Time). Information about how a shareholder may attend their Fund's meeting is contained in the press releases.

Q: Why might a shareholder receive more than one proxy card?

A:If a shareholder owns shares in more than one Fund as of the Record Date, they may receive more than one proxy card. Even if a shareholder plans to attend the meeting, the proxy statement asks that they please sign, date and return EACH proxy card they received. If they provide voting instructions by telephone or over the Internet, shareholders are asked to please vote on the proposals with respect to EACH Fund they own.

Certain closed"end funds have investors that have sent solicitations in opposition to the proposals to approve new management and subadvisory agreements. These closed"end funds request that shareholders not sign or return or vote on any color proxy cards other than the WHITE proxy card that was mailed to shareholders with the proxy statement.

Q. Who can shareholders call if they have questions?

A:They may call the proxy solicitor, Computershare, regardless of whether they hold shares directly with a particular fund or through their brokerage account, at 866"963"5819.

Q. What can shareholders do if they have lost their proxy card(s)?

A:Shareholders who have lost their proxy cards may call the proxy solicitor, Computershare, for assistance at 866"963"5819.

Q. Are the Funds paying for the proxy statements?

6

A:No. All costs of the proxy and the shareholder meetings, including proxy solicitation costs, legal fees and the costs of printing and mailing the proxy statements, will be borne by Legg Mason.

***

Please see Schedule A for a list of proxy statements, record dates and scheduled shareholder meeting dates.

Shareholders of record at the close of business on the dates specified in Schedule A with respect to each fund are entitled to vote at the meetings.

7

Schedule A

Proxy Statement 1

Record date for all funds: April 1, 2020

Shareholder meeting date and time for all funds: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

Legg Mason Partners Equity Trust

Legg Mason Partners Variable Equity Trust

ClearBridge Aggressive Growth Fund

ClearBridge Variable Aggressive Growth Portfolio

ClearBridge All Cap Value

ClearBridge Variable Appreciation Portfolio

ClearBridge Appreciation Fund

ClearBridge Variable Dividend Strategy Portfolio

ClearBridge Dividend Strategy Fund

ClearBridge Variable Large Cap Growth Portfolio

ClearBridge International Small Cap Fund

ClearBridge Variable Large Cap Value Portfolio

ClearBridge International Value Fund

ClearBridge Variable Mid Cap Portfolio

ClearBridge Large Cap Growth Fund

ClearBridge Variable Small Cap Growth Portfolio

ClearBridge Large Cap Value Fund

QS Legg Mason Dynamic Multi"Strategy VIT

ClearBridge Mid Cap Fund

Portfolio

ClearBridge Mid Cap Growth Fund

QS Variable Conservative Growth

ClearBridge Select Fund

QS Variable Growth

ClearBridge Small Cap Growth Fund

QS Variable Moderate Growth

ClearBridge Small Cap Value Fund

 

ClearBridge Sustainability Leaders Fund

 

ClearBridge Tactical Dividend Income Fund

 

QS Conservative Growth Fund

 

QS Defensive Growth Fund

 

QS Global Dividend Fund

 

QS Global Equity Fund

 

QS Growth Fund

 

QS Moderate Growth Fund

 

QS S&P 500 Index Fund

 

QS U.S. Large Cap Equity Fund

 

Legg Mason ETF Investment Trust

 

ClearBridge All Cap Growth ETF

 

ClearBridge Dividend Strategy ESG ETF

 

ClearBridge Large Cap Growth ESG ETF

 

Legg Mason Global Infrastructure ETF

 

Legg Mason International Low Volatility High

 

Dividend ETF

 

Legg Mason Low Volatility High Dividend ETF

 

Legg Mason Small"Cap Quality Value ETF

 

Western Asset Short Duration Income ETF

 

Western Asset Total Return ETF

 

 

8

Proxy Statement 2

Record date for all funds: April 15, 2020

Shareholder meeting dates and times:

∙All funds except Western Asset Investment Grade Income Fund Inc. and Western Asset Premier Bond Fund: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

∙Western Asset Premier Bond Fund: Scheduled for July 14, 2020 at 9:00 a.m. (Eastern time)

∙Western Asset Investment Grade Income Fund Inc.: Scheduled for June 12, 2020 at 9:00 a.m. (Eastern time)

Legg Mason Partners Income Trust

Western Asset Funds, Inc.

Western Asset Adjustable Rate Income Fund (to

Western Asset Core Bond Fund

be renamed WesternAsset Ultra"Short Income

Western Asset Core Plus Bond Fund

Fund on or about April 22, 2020)

Western Asset High Yield Fund

Western Asset California Municipals Fund

Western Asset Inflation Indexed Plus Bond Fund

Western Asset Corporate Bond Fund

Western Asset Intermediate Bond Fund

Western Asset Emerging Markets Debt Fund

Western Asset Macro Opportunities Fund

Western Asset Global High Yield Bond Fund

Western Asset Total Return Unconstrained Fund

Western Asset Income Fund

Legg Mason Partners Institutional Trust

Western Asset Intermediate Maturity California

Municipals Fund

 

Western Asset Intermediate Maturity New York

Western Asset Institutional Government Reserves

Municipals Fund

Western Asset Institutional Liquid Reserves

Western Asset Intermediate"Term Municipals

Western Asset Institutional U.S. Treasury

Fund

Obligations Money Market

Western Asset Managed Municipals Fund

Fund

Western Asset Massachusetts Municipals Fund

Western Asset Institutional U.S. Treasury

Western Asset Mortgage Total Return Fund

Reserves

Western Asset Municipal High Income Fund

Western Asset Premier Institutional Government

Western Asset New Jersey Municipals Fund

Reserves

Western Asset New York Municipals Fund

Western Asset Premier Institutional Liquid

Western Asset Oregon Municipals Fund

Reserves

Western Asset Pennsylvania Municipals Fund

Western Asset Premier Institutional U.S. Treasury

Western Asset Short Duration High Income Fund

Reserves

Western Asset Short Duration Municipal Income

Western Asset Select Tax Free Reserves

Fund

Western Asset SMASh Series C Fund

Western Asset Short"Term Bond Fund

Western Asset SMASh Series EC Fund

 

Western Asset SMASh Series M Fund

 

Western Asset SMASh Series TF Fund

Legg Mason Partners Money Market Trust

Legg Mason Partners Premium Money Market

Western Asset Government Reserves

Trust

 

Western Asset New York Tax Free Money Market

Western Asset Premium Liquid Reserves

Fund

Western Asset Premium U.S. Treasury Reserves

 

9

Western Asset Prime Obligations Money Market

Fund

Western Asset Tax Free Reserves

Western Asset U.S. Treasury Reserves

Master Portfolio Trust

Legg Mason Partners Variable Income Trust

Government Portfolio

Western Asset Core Plus VIT Portfolio

Liquid Reserves Portfolio

Western Asset Variable Global High Yield Bond

Tax Free Reserves Portfolio

Portfolio

U.S. Treasury Obligations Portfolio

 

U.S. Treasury Reserves Portfolio

 

Closed"End Funds

 

Western Asset Investment

 

Grade Income Fund Inc.

 

Western Asset Premier Bond

 

Fund

 

Proxy Statement 3

Record date for all funds: April 1, 2020

Shareholder meeting date and time for all funds: Scheduled for July 14, 2020 at 11:00 a.m. (Eastern time)

Legg Mason Global Asset Management Trust

BrandywineGLOBAL — Alternative Credit Fund

BrandywineGLOBAL — Diversified US Large Cap Value Fund

BrandywineGLOBAL — Dynamic US Large Cap Value Fund

BrandywineGLOBAL — Global Flexible Income Fund

BrandywineGLOBAL — Global High Yield Fund

BrandywineGLOBAL — Global Opportunities Bond Fund

BrandywineGLOBAL — Global Opportunities Bond Fund (USD Hedged)

BrandywineGLOBAL — Global Unconstrained Bond Fund

BrandywineGLOBAL — International Opportunities Bond Fund

ClearBridge International Growth Fund

ClearBridge Global Infrastructure Income Fund

ClearBridge Small Cap Fund

ClearBridge Value Trust

Martin Currie Emerging Markets Fund

Martin Currie International Unconstrained Equity Fund

Martin Currie SMASh Series EM Fund

10

QS Global Market Neutral Fund

QS International Equity Fund

QS Strategic Real Return Fund

QS U.S. Small Capitalization Equity Fund

Proxy Statement 4

Record date for all funds: March 9, 2020

Shareholder meeting date and time for all funds: Scheduled for June 5, 2020 at 9:00 a.m. (Eastern time)

BrandywineGLOBAL— Global Income Opportunities Fund Inc.

Clarion Partners Real Estate Income Fund Inc.

ClearBridge Energy Midstream Opportunity Fund Inc.

ClearBridge MLP and Midstream Fund Inc.

ClearBridge MLP and Midstream Total Return Fund Inc.

LMP Capital and Income Fund Inc.

Western Asset Corporate Loan Fund Inc.

Western Asset Emerging Markets Debt Fund Inc.

Western Asset Global Corporate Defined Opportunity Fund Inc.

Western Asset Global High Income Fund Inc.

Western Asset High Income Fund II Inc.

Western Asset High Income Opportunity Fund Inc.

Western Asset High Yield Defined Opportunity Fund Inc.

Western Asset Intermediate Muni Fund Inc.

Western Asset Investment Grade Defined Opportunity Trust Inc.

Western Asset Managed Municipals Fund Inc.

Western Asset Middle Market Debt Fund Inc.

Western Asset Middle Market Income Fund Inc.

Western Asset Mortgage Opportunity Fund Inc.

Western Asset Municipal Defined Opportunity Trust Inc.

Western Asset Municipal High Income Fund Inc.

Western Asset Municipal Partners Fund Inc.

Western Asset Variable Rate Strategic Fund Inc.

Proxy Statement 5

Record date for both funds: May 22, 2020

Shareholder meeting date and time for all funds: Scheduled for July 14, 2020 at 9:00 a.m. (Eastern time)

Western Asset Inflation"Linked Income Fund

Western Asset Inflation"Linked Opportunities & Income Fund

***

This document is provided for Internal Use Only and should not be distributed externally in electronic or hard copy form without explicit approval from LMIS Compliance. Doing so would violate LMIS policy.

11

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