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

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DB3/ 203402263.1

Legg Mason & Co., LLC

100 International Drive

Baltimore, MD 21202

LeggMason.com

July 16, 2020 – Legg Mason Funds

Legg Mason Product Updates

As part of our ongoing commitment to keep you informed about our product line-up, included below are updates to existing products offered by Legg Mason.

Legg Mason Open-End Funds and ETFs Shareholder Meeting Update for July 14, 2020

The Legg Mason Funds' Special Meeting of Shareholders was held on July 14, 2020. For these funds, 85 successfully passed the proposals to update their management and subadvisory agreements.

However, 25 Funds have not yet obtained a sufficient number of votes to approve the new agreements, and their meetings were adjourned to permit the continued solicitation of shareholder votes. These Funds are as follows:

ClearBridge Aggressive Growth Fund

ClearBridge All Cap Value Fund

ClearBridge International Small Cap Fund

ClearBridge Mid Cap Growth Fund

ClearBridge Small Cap Growth Fund

ClearBridge Small Cap Value Fund

ClearBridge Tactical Dividend Income Fund

ClearBridge Value Trust

QS Global Equity Fund

QS Growth Fund

QS Moderate Growth Fund

QS S&P 500 Index Fund

ClearBridge Large Cap Growth ESG ETF

Western Asset Intermediate Maturity California Municipals Fund

Western Asset Intermediate Maturity New York Municipals Fund

Western Asset Massachusetts Municipals Fund

Western Asset New Jersey Municipals Fund

Western Asset New York Municipals Fund

Western Asset Short Duration Municipal Income Fund

Western Asset Government Reserves

Western Asset Institutional Government Reserves

Western Asset Institutional Liquid Reserves

Western Asset Institutional U.S. Treasury Reserves

Western Asset Premium Liquid Reserves

Western Asset U.S. Treasury Reserves

The next shareholder meetings are scheduled for July 29, 2020 at 4:30 p.m., Eastern Time, to allow us to solicit additional shareholder votes. In the interim, our proxy solicitors regrettably must continue the telephone calls and mailings to shareholders of the 25 funds who still have not voted.

Please understand that these are not routine proxy votes. While we recognize this process has been challenging to you, and to your investor clients, we again ask for your help in achieving the high level of voter participation required by federal law.

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Legg Mason & Co., LLC

100 International Drive

Baltimore, MD 21202

LeggMason.com

July 16, 2020 – Legg Mason Funds

As previously communicated, due to the public health impact of the coronavirus ("COVID-19") pandemic and to support the health and safety of its shareholders, the meetings will be held in a virtual meeting format only. The meetings will be accessible solely by means of remote communication.

All investments involve risk, including the loss of principal.

BEFORE INVESTING, CAREFULLY CONSIDER A FUND'S INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES. YOU CAN FIND THIS AND OTHER INFORMATION IN EACH PROSPECTUS, AND SUMMARY PROSPECTUS, AT WWW.LEGGMASONFUNDS.COM. PLEASE READ THE PROSPECTUS CAREFULLY.

Intended for Home Office Use Only. Not for Use with the Public.

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